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Amplifon — Annual Report 2020
Mar 18, 2021
4030_10-k_2021-03-18_bd7927f2-1586-4678-b4eb-3618f7f048ba.pdf
Annual Report
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ANNUAL REPORT 2020
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ANNUAL REPORT 2020
ANNUAL REPORT 2020 INDEX
WE ARE DRIVEN BY AN IDEA
| 70 years looking ahead | |
|---|---|
| History | 10 |
| Corporate culture | 12 |
| 70 years looking ahead | 6 |
|---|---|
| History | 10 |
| Corporate culture | 12 |
| WE ARE WHAT WE DO | |
| Letter to Shareholders | 16 |
| 2020 highlights | 18 |
| Key events | 20 |
| COVID-19 emergence | 22 |
| Strengths | 24 |
| Business model | 26 |
| Distribution network | 30 |
| Governance | 32 |
| Report for Investors | 35 |
| LOOKING AHEAD | |
| Market | 42 |
| Strategy | 44 |
| Innovation and technology | 46 |
| Sustainability | 48 |
TOMORROW TODAY YESTERDAY
LOOKING AHEAD
| Market | 42 |
|---|---|
| Strategy | 44 |
| Innovation and technology | 46 |
| Sustainability |
| REPORT ON OPERATIONS AS AT DECEMBER 31ST, 2020 | 52 |
|---|---|
| Comments on the Financial Results | 56 |
| Consolidated Income Statement | 59 |
| Reclassified Consolidated Balance Sheet | 62 |
| Condensed Reclassified Consolidated Cash Flow statement | 64 |
| Indicators | 65 |
| Income Statement review | 67 |
| Balance Sheet review | 83 |
| Acquisition of Companies and businesses | 93 |
| Statement of changes between the net equity and the results | 94 |
| of the parent company Amplifon S.p.A. and the net equity and | |
| the results of the Group for the period as at December 31st, 2020 | |
| Risk management | 94 |
| Treasury shares | 105 |
| Research and Development | 105 |
| Transactions within the group and with related parties | 105 |
| Contingent Liabilities | 106 |
| Atypical/unusual transactions | 106 |
| Outlook | 106 |
| Yearly Report on Corporate Governance and Ownership Structure as at December 31st 2020 | 106 |
| Non-financial disclosure as at december 31st 2020 | 106 |
| Comments on the Financial Results of Amplifon S.p.A. | 107 |
| CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2020 | 118 |
|---|---|
| Consolidated Statement of Financial Position | 122 |
| Consolidated Income Statement | 124 |
| Statement of Consolidated Comprehensive Income | 125 |
| Statement of changes in Consolidated Equity | 126 |
| Statement of Consolidated Cash Flows | 128 |
| Supplementary information to the Statement of Consolidated Cash Flows | 130 |
| Notes | 131 |
| Annexes | 228 |
| Consolidation area | 228 |
| Information pursuant to article § 149-duodecies of CONSOB issuers' regulations | 231 |
| Declaration in respect of the consolidated financial statements pursuant to article 154-bis of Legislative Decree no. 58/98 |
232 |
| Report on the audit of the Consolidated Financial Statements | 233 |
1950 - 2020
YESTERDAY, TODAY
WE ARE DRIVEN BY AN IDEA
In 1950 we started believing in an idea, the idea that we could make something impactful for people, being always by their side.
LOOKING AHEAD
We are pleased to celebrate an important milestone, heartfeltly reached through dedication, feet set on the present and eyes always looking at the future.
TOGETHER, WE MAKE DREAMS COME TRUE
Today we are proud to say that any limit can be overcome if we only work together, embracing change, aiming to grow and go and beyond.
TOMORROW
TO IMPROVE PEOPLE'S LIVES
Time has passed, but we continue to be guided by the same purpose: empower people to rediscover all the emotions of sound.
TO MAKE A DIFFERENCE
Listening, forward thinking and attention to our customers will continue to allow us to transform the way hearing care is perceived and experienced also in the future.
TO CONTINUE TO GROW
The future is an opportunity in our hands. Our commitment to offer an extraordinary experience to our customers allow us to be always one step ahead, to continue to grow and strengthen our global leadership.
This year is a unique occasion to celebrate not only our history, but also, and above all, our future.
WE WILL NEVER STOP T H I N K I N G A H E A D TO BUILD TOMORROW TOGETHER
HISTORY
Innovation and service, since 1950
1950 FONDATION
Algernon Charles Holland founds Amplifon in Milano to provide hearing solutions for people experiencing hearing loss after World War II.
1971 THE CRS
The Centre for Research and Studies (CRS) is founded to promote clinical research and disseminate innovation in the fields of audiology and otology.
90' s INTERNATIONALIZATION
In the early 90's, we begin our expansion in Europe and in 1999, with the acquisition of Miracle-Ear, we enter the North American market, strengthening our international leadership.
2010 A NEW GLOBAL DIMENSION
With the acquisition of National Hearing Care (NHC), we expand our activities to Australia, New Zealand, and India. In 2014, we are present in 22 countries.
2000 - 2010 CONTINUOUS EXPANSION
In addition to strengthening our presence in core markets such as the USA, the Netherlands and France, we also enter Canada, Hungary, Egypt, Germany, the United Kingdom and Ireland, Belgium and Luxembourg.
2001 LISTING ON THE STOCK EXCHANGE
In 2001 we are listed on the Italian Stock Exchange and, in 2008, we become part of the STAR Segment, for companies committed to complying with stricter requirements. Then, in 2018, we enter the FTSE-MIB index, in 2019 the Stoxx Europe 600 and in 2020 we become part of the MSCI Global Standard index.
2020 AGILITY & DECISIVE REACTION
2020 results, in a year profoundly marked by the COVID-19 pandemic, confirm the resilience of our business, the strength of our competitive positioning, as well as the soundness of the industry fundamentals. The timeliness and efficacy of the initiatives carried out since the very beginning of the health crisis led to an increased efficiency that is destined to remain in the years to come.
2015 NON-STOP GROWTH
We continue to grow, and our revenues exceed the billion-euro threshold in 2015, thanks to a solid strategy, careful planning, and strong execution.
2018 STRONG INNOVATION AND CONTINUOUS EXPANSION
We pursue a strong technological innovation program in the customer experience with the launch of the Amplifon Product Line and proprietary ecosystem in Italy. We further consolidate our global leadership position with the acquisition of GAES, the largest privately-owned hearing care retailer worldwide, and enter the Chinese market.
2019 PERFECT EXECUTION OF A WINNING STRATEGY
We successfully roll-out the Amplifon Product Experience in France, Germany, the Netherlands, the USA and Australia, leveraging on data, brand, as well as an impeccable and decidedly personalized service. Additionally, the GAES integration process continues with results well above expectations.
YESTERDAY - WE ARE DRIVEN BY AN IDEA • TODAY • TOMORROW • REPORT ON OPERATIONS • CONSOLIDATED FINANCIAL STATEMENTS
CORPORATE CULTURE
The essence that makes us a unique global company
OUR PURPOSE
We empower people to rediscover all the emotions of sound.
OUR MISSION
We transform the way in which hearing care is perceived and experienced across the world, so that everyone naturally turns to the high-quality service and professionalism offered by our specialists.
Each day we strive to understand the unique needs of each customer, guaranteeing each and every one of them the best solution and a fantastic experience.
We select, develop and grow the best talent who share our ambition to change the lives of millions of people around the world.
OUR VALUES
CUSTOMER DEVOTION
We serve our customers' best interests with passion and seek to surprise them by always going the extra-mile.
PERSONAL IMPACT
We empower our people to think freely, perform and succeed, working together to make a lasting difference.
EVERYDAY EXCELLENCE
We take accountability for setting and delivering the highest standards of quality, and never give up.
FORWARD THINKING
We listen to the world around us and embrace every challenge with the ambition to learn, grow and innovate.
ACTING RESPONSIBLY
We do well by doing good, acting with true integrity, and showing respect to everyone, every time.
13
TODAY
W E A R E T H E O F F S P R I N G O F A HISTORY THAT LOOKS AHEAD
LETTER TO SHAREHOLDERS
2020, resilience, agility and strong execution in an exceptionally challenging environment
Dear Shareholders,
2020 will certainly be remembered all over the world for the Covid-19 pandemic, an unprecedent health crisis of epic proportions bearing profound social, economic and financial consequences. A human tragedy of which the scars will remain visible for a long time. We are close to all of those who lost their dear ones and remind with the utmost gratitute all those who did their best to assist, care for and help the victims.
In this situation, our absolute priority was to safeguard the health of our people, thanks to the implementation of a rigorous protocol to ensure the highest safety in our stores continuous support and superior service to its customers, besides adopting remotework for the back-office. Moreover, being conscious of the importance of the service we provide, we decided since the very beginning of the outbreak to keep at least part of our stores always open to offer the assistance our clients needed also during the most severe lockdowns.
Such decision, different from those taken by several other hearing care retailers and not always economically convenient, allowed us to guarantee what the governmental authorities defined as an "essential service", thus further increasing the trust our customers devote to Amplifon and strengthening our competitive positioning.
The performance of the Company, which had been
very positive and growing in the first two months of 2020, was severely impacted since the beginning of March by the effects of the pandemic and, above all, by the adoption of restrictive measures by the authorities of the different countries to contain the outbreak. Even if hearing care services were considered essential services in most of the countries in which we operate, allowing us to keep our shops open, the progressive lockdown measures introduced in several countries caused, mainly between March and June of last year, a generalized drop in the Group's store traffic and, consequently, in revenues.
We have, however, starting already in March, taken immediate and decisive actions to mitigate the financial impact of the health emergency triggered by Covid-19 through measures aimed at containing costs, maximizing cash generation, and safeguarding the net financial position, as well as further strengthening our already solid financial structure.
Moreover, in June, once the first signs of recovery were visible following the gradual easing of the restrictive measures, we have swiftly decided to reactivate our growth investments, mainly those in marketing, further accelerating the recovery of our business, and confirming the validity of the market fundamentals and the unchanged behavior of our customers.
2020 results reflect the dynamics described above. Revenues came to 1,555.5 million euros, down 9.3% at constant exchange rates compared to 2019 due to the Covid-19 outbreak, but well above the reference market performance and strongly improving in the second half of the year. All that testifies to the resilience of our business. EBITDA came to 371 million euros, with the margin at 23.8%, around 110 basis points higher than in 2019 notwithstanding the impact of the pandemic, thanks to the timely cost containment measures. Net profit was 101 million euros compared to the recurring 127 million euros and reported 108.7 million euros registered in 2019. These results allow us to propose a dividend distribution of 0.22 euro for each ordinary share to shareholders, with a pay-out of around 49%.
Finally, also the balance sheet and financial indicators show excellent results in this unprecedented period, with free cash flow reaching the record level of 257 million euros and favoring an improvement of around 150 million euros in net financial indebtedness compared to December 31st, 2019, with a financial leverage that also improves at year-end. We have also further strengthened our financial structure, thus closing the year with a liquidity position of around 800 million euros including cash on balance sheet and undrawn committed revolving facilities.
Through 2020 we have also continued, despite the impact of the pandemic, the implementation of our several strategic initiatives: we completed the roll-out of our Amplifon Product Experience – which comprises the Amplifon product line and the Amplifon multichannel ecosystem – in the US and in Germany, as well as launched it in the United Kingdom with great results.
We have also continued with the GAES integration in Spain, and successfully pursued our consolidation process, always in line with our strategy of further strengthening our position in core markets. In February we have completed the acquisition of Attune Hearing, the largest independent hearing healthcare player in Australia and in December the acquisition of the hearing care business of PJC Investments, our second largest Miracle-Ear franchisee in the United States.
We are very satisfied indeed with the excellent results achieved in 2020, which clearly confirm the resilience of our business, the agility of our organization and the strong execution capabilities. We can surely say we emerged even stronger from an exceptionally challenging scenario.
We conclude by reminding that this year we present our fifth Sustainability Report that, besides reporting the Company's sustainability performances, is enriched by an essential component: a sustainability plan with objectives aligned to our business strategy and to the United Nations' 2030 Agenda for Sustainable Development.
This is a particularly important year for us as it represents not only the 70th year since Amplifon was founded in 1950 by Algernon Charles Holland, but also a great challenge from which we emerged even stronger. We want to thank each of our 17,500 people, the management, and the Board members, expressing our greatest appreciation for their passion, extreme commitment, and sense of responsibility also in this difficult year. We also want to thank our clients for their trust which recognizes the uniqueness of the value web ring them; our partners who shared strategies to face common difficulties together and all our shareholders who continued to show us their trust and support.
SUSAN CAROL HOLLAND
Chairperson
ENRICO VITA Chief Executive Officer
YESTERDAY • TODAY - WE ARE WHAT WE DO • TOMORROW • REPORT ON OPERATIONS • CONSOLIDATED FINANCIAL STATEMENTS
2020 REVENUES BY REGION
(MILLION EUROS)
1 Recurring data and without the application of the accounting principle IFRS16 from 2016 to 2018.
FREE CASH FLOW
(MILLION EUROS)
NET FINANCIAL DEBT 2 (MILLION EUROS)
G LO BA L LEADER IN HEARING CARE
GLOBAL MARKET SHARE SHOPS IN FRANCHISING >11% 1,350
273
COUNTRIES SHOP-IN-SHOP & CORNERS 4,100
CORPORATE SHOPS NETWORK AFFILIATES 3,950 2,000
PEOPLE
BY REGION
3 In 2020 the shop in Andorra was closed.
FEBRUARY 5 T H , 2020
PLACEMENT OF €350 MILLION BOND
We successfully placed non-convertible bond notes for 350 million euros with 7-year maturity. The issue attracted high quality institutional investors across Europe, and total demand exceeded 3 billion euros, implying an oversubscription rate of the amount of notes initially offered of over 10 times. The issuance of the notes is in line with our goal of constantly optimizing our financial structure through diversification of sources of funding and extension of average debt maturity.
FEBRUARY 6T H , 2020
ACQUISITION OF ATTUNE HEARING
We finalized the acquisition of Attune Hearing, the largest independent hearing healthcare player in Australia with 55 points of sale. The transaction perfectly fits our strategy aimed at further strengthening our position in the core Australian market, complementing Amplifon retail business with Attune's integrated medical model.
JANUARY - DECEMBER 2020
A SINGLE GLOBAL CLOUD PLATFORM
In 2020 we started the roll-out of One Amplifon Transformation – a program aimed at simplifying the way tasks are performed by our people, harmonizing operational processes withing the group and optimizing decision-making processes through a single integrated global cloud-based platform. In fact, the finance, procurement and human resources processes in Italy, United Kingdom and Australia and the financial management of the new supply chain process for the direct procurement in the Netherlands, United Kingdom and Australia are now managed by means of our new ERP system, which will be implemented in all the other countries in the coming years.
SEPTEMBER 1 S T , 2020
AMPLIFON PRODUCT EXPERIENCE IN 7 COUNTRIES
Provided the excellent results reached by the Amplifon Product Experience in Italy, where it was launched in 2018, and in France, Germany, the Netherlands, the United States and Australia in 2019, the roll-out was extended to the United Kingdom despite the persisting pandemic. Our strong customer experience program, which combines the Amplifon product line and our multichannel ecosystem, places us in the forefront of digital technologies and allows the use of big data to be always more efficient in personalizing customers' experience.
NOVEMBER 30 T H , 2020
ENTERING THE MSCI GLOBAL STANDARD INDEX
Amplifon shares are listed on the Electronic Stock Exchange (MTA) of the Italian Stock Exchange since 2001, part of the STAR segment of the Italian Stock Exchange since 2008 and part of the FTSE MIB since December 2018. Since June 24th, 2019 they are part of the Stoxx Europe 600 index, and since November 30th, 2020 they became part of the MSCI Global Standard index.
DECEMBER 2020
AC Q U I S I T I O N O F T H E H E A R I N G C A R E BUSINESS OF PJC INVESTMENTS
We finalized the acquisition of the hearing care business of PJC investments, the second largest Miracle-Ear franchisee with 110 points of sales located in the states most densely populated by senior citizens in the US, the major market in hearing care worldwide. The acquisition allows us to combine PJC's 110 stores with the 59 corporate stores owned by Miracle-Ear to accelerate growth in the core US market. The new entity will represent a great platform to develop, implement and share best practices and processes which will then be deployed to the entire Miracle-Ear franchise network.
COVID-19 EMERGENCE
S A F E T Y P R O T O C O L
Since the very beginning of the pandemic, our absolute priority has been safeguarding the health of our people, as well as providing continuous support and service to our customers: a service considered as essential in most of the countries in which we operate. In fact, conscious of the importance of the service we provide, we decided to keep a part of our stores always open to offer the assistance our clients needed.
Such decision was possible thanks to the implementation of a rigorous operational protocol, developed in collaboration with expert virologists and audiologists to ensure the highest levels of safety in our several countries of operation. All the recommendations and measures foreseen by the protocol follow the international guidelines to prevent the transmission of the virus (WHO, ECDC, EU), safeguarding all our stakeholders and, above all, the over-70s population, which accounts for a significant portion of customers and more often requires audiological assistance to maintain the best possible quality of life. The protocol foresees, among others, the adoption of personal protection equipment for hearing care professionals and client advisors, visits on an appointment-only basis, following an in-depth telephone triage in order to assess the customers' health condition, strict social distancing and hygiene procedures, as well as remote working practices for back-office personnel and other safety measures.
ACTIONS TO MITIGATE THE FINANCIAL IMPACT
LABOUR COST
We activated, mainly in the second quarter, government social schemes and other employment support tools which were either already in place or have been implemented to mitigate the impacts of the pandemic in the various countries where we operate. The management voluntarily reduced their remuneration, and, above all, we reached higher efficiency and productivity thanks to the close management of the agenda for the network and of back-office processes.
OTHER OPERATIONAL COSTS
We significantly reduced marketing costs as well as all other discretionary costs during the second quarter, which were then reactivated to accelerate the recovery at the beginning of June. Moreover, several supply and distribution network rent agreements were renegotiated.
ALWAYS CLOSE TO OUR CUSTOMERS, A WINNING DECISION
2020 performance was characterized by very different trends over the reporting period depending on the impact of the COVID-19 outbreak and the restrictive measures adopted to contain its spread. In fact, after a very positive beginning of the year, the Group's performance was severely impacted by the pandemic and the adoption of restrictive measures in the period March-June. Even though hearing care services were categorized as essential services in most countries and our stores could, therefore, continue to operate, the adoption of lockdown measures caused a generalized, significant drop in store traffic and, consequently, in revenues above all in the second quarter.
Strong growth was recorded since the beginning of July. The third quarter of 2020 was witness not only to a recovery that was stronger and faster than initially expected, but also to our excellent capabilities in mitigating the impact of the pandemic on our economic and financial results.
In order to mitigate the pandemic's effects on our financial and economic results, we immediately adopted, already since March, a decisive action plan with measures aimed at containing costs, maximizing cash generation and safeguarding our net financial position, as well as strengthening our financial structure by refinancing the credit lines.
From July onwards, with the easing of the restrictive measures, the pace of recovery was faster than initially expected and, also thanks to the swift restart of marketing investments, strongly accelerated month-over-month, confirming the unchanged industry fundamentals and consumer behavior. Indeed, as soon as people were allowed to do so, they came back to our stores.
Finally, the restrictive measures reintroduced by the governments at year-end have slightly slowed the pace of revenue growth. Therefore, in 2020, revenues, although influenced by the pandemic primarily in the second quarter, returned to growth since the third quarter and at a much more sustained pace than the reference market. In 2020 we also reached a significant improvement in profitability and maximized cash generation confirming the efficacy of the initiatives implemented since the very first days of the crisis.
The decision to remain open and close to our customers, together with our strong commitment to implement in the best way possible all the measures to mitigate the effects of the pandemic were proofed to be a winning decision. They allowed us not only to guarantee a high level of assistance to our customers, but also to optimize our operating efficiency and productivity – benefits that are destined to remain also in the years to come.
CASH FLOW MAXIMIZATION
Besides carefully managing working capital, non-essential investments and cash-out for acquisitions were suspended mainly during the second quarter. As soon as the conditions allowed it, we restarted investing in the business. Moreover, the entire profit for the year 2019 was allocated as retained earnings, without dividend distribution to shareholders.
REFINANCING ACTIVITY
We further strengthened our financial structure, extending the maturities and increasing the amount of the committed lines by around 380 million euros. This activity allowed us to close the year with a strong liquidity position of around 800 million euros, including cash on balance sheet and undrawn committed revolving facilities.
STRENGTHS
Our global leadership and seventy-year-long history allow us to be the best at interpreting the needs of people who won't settle for anything else apart from living life to the full.
STRONG COMPETENCIES
Our around 9,100 hearing care specialists perform hundreds of thousands of hearing tests and keep up to date by completing 167,000 hours of training each year. They bring together innovation, scientific knowledge and a highly personalized approach following the exclusive Amplifon 360 protocol to ensure an excellent customer experience.
UNMATCHED BRANDS
Our portfolio of strong, well-known brands allows us to drive real cultural change in the sector, redefining the way in which customers relate to their hearing well-being. United under the Amplifon brand, all of our trademarks invite people to enjoy unique experiences.
INNOVATION
Our attitude of always looking ahead and pushing our limits, leads us to experiment with innovative technologies to develop high value-added services. The Amplifon multichannel ecosystem enables data mining activities, thus allowing us to further differentiate the customer journey and the experience we offer.
G L O B A L D I M E N S I O N
Our global distribution network, interconnected through our databases, lets us stay close to our customers, share excellence among our hearing care specialists in 27 countries and diversify exposure to different markets.
EMPLOYER OF CHOICE
We are the employer of choice thanks to our corporate culture, constant investment in our talent and incentives to professional development, also through assignments within global projects.
S C I E N T I F I C L E A D E R S H I P
Amplifon's Centre for Research and Studies is a specialist partner for the medical and scientific community in the fields of audiology and ENT since 1971. Its prestige is linked to the contribution of internationally recognized experts, whose innovative contribution is fundamental for the continuous theoretical and practical development of the medical community.
In all markets, it is the customer experience we offer that makes our service stand out. Wherever we are, we draw on innovative technologies, extensive technical expertise and, above all, empathy: those who choose us have a totally unique and personalized experience.
WE ARE RETAILERS
This means staying continuously in contact with people, listening to their needs and getting to know their expectations.
The success of the hearing solution, and thus the improvement in the ability to hear and communicate, relies above all on the skills of the hearing care specialists to perform hearing tests, select the most suitable devices, correctly fit them and make the most of hearing aid technology, based on the single person's needs.
AMPLIFON 360
We build relationships with our customer through the actively listening of our hearing care specialists and by using technology with a data-driven approach so we can provide an unforgettable experience.
Our 70-year experience and strong drive made it possible to define Amplifon 360: an innovative and personalized journey that is the beginning of a close collaboration between the hearing care specialist and every single individual.
Amplifon 360 4 is our proprietary protocol that integrates pioneering methods and instruments to assess the quality of hearing.
4 Available in most countries of operation.
The Amplifon 360 protocol focuses on the person and allows us to identify the best-suited hearing solution to every single person's needs and lifestyle through a data-driven approach.
1 IDENTIFYING NEEDS
The hearing care professional identifies people's hearing needs, passions and habits by working together to create a personal profile through a simple yet effective interview.
2 ASSESSING PERCEPTION
Through targeted questions, the hearing care professional understands how each person perceives the quality of their own hearing in different environments and in different situations.
3 360 DEGREE HEARING TEST
Thanks to advanced equipment and our hearing care professionals' training, it is possible to carry out a full, in-depth check-up free of charge through a series of physical tests to evaluate: the quality of hearing, noise tolerance, as well as word comprehension in quiet and in noisy environments.
4 SHARING RESULTS
After collecting all the necessary information, the results of the various tests are gathered together and compared with the person's initial perceptions.
5 CUSTOMIZING THE SOLUTION
Our experts suggest the most suitable solution. This is when the fitting takes place and the device is adjusted using computerized systems to bridge the gap towards the hearing profile outlined by the tests.
During the 30-day free trial period5 , intermediate checks and hearing aid adjustments are carried out to perfect the selected solution. The Amplifon App6 is a valid ally when adopting the solution as it provides personalized daily assistance.
6 FOLLOW-U P & CONTINUOUS SUPPORT
Amplifon experts are always available to discuss the benefits obtained and the level of satisfaction with each person.
A successful journey is also the result of optimizing hearing aid settings. Amplifon 360, in fact, includes free assistance for an unlimited period of time, with periodic meetings to check, adjust and clean the devices. Each person lives in a real, protected ecosystem in which they can feel at ease and benefit from continuous support, also making use of the data and feedback from the Amplifon App.
7 REPURCHASING
Hearing aids last 4–5 years on average. After this period, customers are naturally keen to continue the relationship of trust established with Amplifon, repeating all the previous stages.
6 Multichannel ecosystem available in Italy, France, Germany, the Netherlands, Australia, the United States, and the United Kingdom.
5 Available in most countries of operation.
BUSINESS-TO-CONSUMER
In EMEA, APAC, Canada, and Latin America, we serve our customers through direct points of sale. In the United States we operate 167 stores with this model under the Miracle-Ear brand.
FRANCHISING
Miracle-Ear operates in the United States mainly through a franchised network. Its over 1,300 points of sales provide hearing care services independently according to our strategic guidelines.
FRANCHISEE MANAGED CARE
Amplifon Hearing Health Care offers hearing care solutions to health plan members in the United State, though a distribution network made of Miracle-Ear shops, Elite Hearing Network affiliates as well as other independent retailers.
WHOLESALE
Elite Hearing Network operates in the wholesale business providing hearing aids and a wide spectrum of services to independent health care providers in the United States.
DISTRIBUTION NETWORK
We are global leader in terms of volumes, sales, distribution network, and geographic coverage.
A M E R I C A S
We operate under three regions – in EMEA, Americas and APAC.
Each Region corresponds to a business area and is responsible for pursuing the company's strategy at local level and for sharing its know-how among the various countries.
| Country | Corporate Shops |
Franchisees | Network affiliates |
|---|---|---|---|
| USA | 167 | 1,328 | 1,931 |
| Canada | 69 | - | - |
| Argentina | 20 | 5 | - |
| Chile | 31 | - | - |
| Colombia | 8 | 2 | - |
| Ecuador | 16 | 5 | - |
| Mexico | 12 | 4 | - |
| Panama | 2 | - | - |
| AMERICAS | 325 | 1,344 | 1,931 |
EMEA
| Country | Corporate Shops |
Shop-in-shops e corner |
Franchisees | Network affiliates |
|---|---|---|---|---|
| Italy | 694 | 3,241 | - | - |
| France | 577 | 125 | - | - |
| Spain | 573 | 151 | 9 | - |
| Germany | 535 | - | - | - |
| Netherlands | 165 | 50 | - | - |
| Switzerland | 99 | - | - | - |
| Belgium & Luxembourg | 92 | 51 | 10 | - |
| United Kingdom & Ireland |
125 | 74 | - | - |
| Portugal | 65 | 99 | - | - |
| Hungary | 79 | - | - | - |
| Poland | 62 | - | - | - |
| Egypt | 30 | - | - | - |
| Israel | 24 | - | - | 49 |
| EMEA | 3,120 | 3,791 | 198 | 49 |
APAC
| Country | Corporate Shops |
Shop-in-shops e corner |
|---|---|---|
| Australia | 258 | 144 |
| New Zealand | 111 | 25 |
| India | 78 | 145 |
| China | 54 | - |
| APAC | 501 | 314 |
Our corporate governance system complies with the principles set by the Corporate Governance Code for Listed Companies supported by the Corporate Governance Committee, which we have complied with since its first version of 2001, timely adhering to subsequent amendments.
Our aim goes beyond mere compliance: we are fully aware that a correct governance system is essential for meeting our long-term strategic objectives.
BOARD OF DIRECTORS
Our Board of Directors is characterized by an appropriate mix of skilled, professional profiles: it includes prominent executives, managers from other sectors, financial profiles, and independent professionals. In addition, a third of the members are women, while the average age of Board members decreased significantly, from 72 years-old in 2011 to the current 61, with a maximum age of 72 and a minimum of 52. Lastly, two thirds are independent members and there is a single executive member, the CEO.
| Role | Name | Executive | Independent(1) | R.C.S.C.(2) | R.A.C.(3) | Gender | Year of first appointment |
Participation rate |
|---|---|---|---|---|---|---|---|---|
| Chairperson | Susan Carol Holland |
• | • | 2001 | 100% | |||
| Chief Executive Officer |
Enrico Vita | • | 2015 | 100% | ||||
| Director | Andrea Casalini | • | • | 2016 | 100% | |||
| Director | Alessandro Cortesi(4) |
• | • | 2016 | 85% | |||
| Director | Maurizio Costa | • | • | 2007 | 100% | |||
| Director | Laura Donnini | • | • | 2016 | 100% | |||
| Director | Maria Patrizia Grieco |
• | • | 2016 | 100% | |||
| Director | Lorenzo Pozza | • | • | 2016 | 100% | |||
| Director | Giovanni Tamburi | 2013 | 100% |
The Board of Directors met seven times in 2020, with a participation rate of 98.5%. The meetings lasted on average four hours.
The Board of Directors was appointed by the Shareholders' Meeting held on April 17th, 2019 and will remain in office until the publication of the Financial Statements at December 31st, 2021. The Curricula Vitae of the members of the Board of Directors are available on our corporate website.
(1) Directors that declare they qualify as independent as defined under current law and in the Italian Stock Exchange Corporate Governance Code. (2) R.C.S.C.: Members of the Risk, Control and Sustainability Committee.
(3) R.A.C.: Members of the Remuneration and Appointment Committee.
(4) Director appointed by the minority shareholders and independent pursuant to the Corporate Governance Code for Listed Companies established by the Corporate Governance Committee for Listed Companies promoted by Borsa Italiana S.p.A..
BOARD OF STATUTORY AUDITORS
| Role | Name |
|---|---|
| Chairperson | Raffaella Pagani(5) |
| Standing auditor | Maria Stella Brena |
| Standing auditor | Emilio Fano |
| Alternate auditor | Alessandro Grange(5) |
| Alternate auditor | Claudia Mezzabotta |
The Board of Statutory Auditors was appointed by the Shareholders' Meeting held on April 20th, 2018 and will remain in office until the Shareholders' Meeting convene to approve the Financial Statements at December 31st, 2020.
(5) Member of the Supervisory Board expressed by the minority list.
(6) Effective on February 1, 2021, Paolo Tacciaria was succeeded by Laura Ferrara, who joined the Group as Group Internal Audit & Risk Management Officer.
REMUNERATION & APPOINTMENT COMMITTEE
| Role | Name | Participation rate |
|---|---|---|
| Chairperson | Maurizio Costa | 100% |
| Member | Susan Carol Holland | 100% |
| Member | Andrea Casalini | 100% |
| Member | Maria Patrizia Grieco | 100% |
RISK, CONTROL & SUSTAINABILITY COMMITTEE
| Role | Name | Participation rate |
|---|---|---|
| Chairperson | Lorenzo Pozza | 100% |
| Member | Susan Carol Holland | 100% |
| Member | Alessandro Cortesi | 100% |
| Member | Laura Donnini | 80% |
RELATED PARTIES TRANSACTIONS COMMITTEE
| Role | Name |
|---|---|
| Chairperson | Andrea Casalini |
| Member | Laura Donnini |
| Member | Alessandro Cortesi |
SUPERVISORY BOARD
| Role | Name |
|---|---|
| Chairperson | Lorenzo Pozza |
| Member | Laura Donnini |
| Member | Paolo Tacciaria(6) (Head of Internal Audit) |
LEAD INDEPENDENT DIRECTOR
EXECUTIVE RESPONSIBLE FOR FINANCIAL REPORTING
Lorenzo Pozza
Gabriele Galli
EXTERNAL AUDITORS
KPMG S.p.A.
SECRETARY OF THE BOARD OF DIRECTORS Luigi Colombo
ETHICS & TRANSPARENCY
Bearing in mind the importance of promoting a corporate culture based on honesty, integrity, fairness, and good faith, we have implemented a series of procedures aimed at aligning our way of doing business to the highest ethical principles, standards of integrity and values.
CODE OF ETHICS
Our Code of Ethics, updated in July 2019, formalizes the foundational values of our way of doing business. It establishes, in particular, principles in relation to policy on business conduct, human resources, clarity and completeness of accounting records and relations with external stakeholders. It prohibits practices of corruption, unlawful favors, collusion, and personal advantages, either directly or through third parties.
We strive to ensure that the principles of the Code are shared by agents, consultants, suppliers, and any other party with whom we have ongoing business relationships, and we do not establish or continue business relations with anyone who refuses to adhere to the principles of the Code.
ORGANIZATIONAL MODEL
In Italy, in accordance with Legislative Decree no. 231/2001, which has introduced into Italian legislation administrative responsibility in criminal proceedings of organizations for some offences committed in their interest or to their advantage by directors, managers or employees, we have adopted an Internal Organizational and Management Model and appointed the Supervisory Board. Our Model is designed to promote the execution of company activities in accordance with the principles of fairness and transparency and to avoid risk situations. The aim is two-fold: to guarantee company processes have the highest level of efficiency and integrity, and to protect the company's image and workforce.
ANTI-CORRUPTION POLICY
We have a zero-tolerance policy towards corruption. For this reason, our Board of Directors approved our Anti-corruption Policy in 2017, which promotes the highest standards in all commercial relations and provide specific rules to prevent, identify and manage the risks of corruption. The recipients of the Policy are the group's directors, managers, and employees, but also our suppliers and consultants and anyone acting on our behalf. Moreover, activities regarding communication, training and audit are carried out regularly.
WHISTLEBLOWING POLICY
In 2020 the whistleblowing policy and system were introduced in Italy and, in the beginning of 2021, also in the United States and in Australia in order to allow or the reporting of any deviant conduct or in any case any conduct not compliant with the Anti-corruption Policy, our Code of Ethics, laws and regulations. Such systems will be progressively rolled-out in all the countries in which we operate aiming at harmonizing the existing local systems7. We encourage anyone who may become aware of any non-compliant conduct to report it: this, in fact, allows us to tackle any problem at an early stage, thereby reducing the risk of potential risks.
7 It should be noted that even before 2020, in some countries local whistleblowing systems were already in place if required by national law. In particular, in Italy, a whistleblowing system had been adopted as required by Amplifon S.p.A.'s Organizational Model, Management and Control ex Legislative Decree 231/2001.
AMPLIFON IN THE STOCK EXCHANGE
Amplifon (Bloomberg ticker: AMP:IM/ Reuters ticker: AMPF.MI) is listed on the Electronic Stock Exchange (MTA) of the Italian Stock Exchange since 2001 and part of the STAR segment since 2008. In December 2018 Amplifon became part of the FTSE MIB made of the 40 most capitalized Italian equities. Since June 2019, the shares are also part of the Stoxx Europe 600 index and since November 2020 they are part of the MSCI Global Standard index as well.
2020 PERFORMANCE
KEY SHARE DATA
| Stock exchange | MTA-STAR | Nominal value | € 0,02 |
|---|---|---|---|
| Bloomberg ticker | AMP:IM | Average price11 | € 26,914 |
| Share capital9 | € 4,528 | Average volumes11 | 842,520 |
| N° of shares outstanding9 | 224,785,974 | Market capitalization9 | € 7,652 |
9 At 31.12.2020, in million euros.
10 Excluding treasury shares.
11 Last 12 months.
SHAREHOLDING
SHAREHOLDER STRUCTURE AS OF DECEMBER 31 ST, 202011
INCREASED VOTING RIGHTS
The possibility of exercising increased voting rights was adopted by the Extraordinary Shareholders' Meeting held on January 29th, 2015 with a view to pursuing stability and loyalty of the shareholder base. It gives shareholders the option to obtain increased voting rights equal to two votes for each share held for at least 24 consecutive months from the registration date shown in the shareholder register prepared by the Company in accordance with current law and regulations. On December 31st, 2020, there were 95,707,471 registered shares (59.43% of the Company's voting capital), of which 95,604,369 shares (59.36 % of the voting capital) owned by the majority shareholder Ampliter S.r.l..
11 Percentages refer to the share capital on December 31st, 2020.
R E L AT I O N S W I T H T H E F I N A N C I A L COMMUNITY
STOCK COVERAGE
As of December 31st, 2020, the stock was covered by 18 brokers who actively followed the Company, published specific research and analyses, and issued generally positive recommendations. Both Citi and Morgan Stanley initiated coverage of the stock during 2020.
| Banca Akros Commerzbank |
Jefferies International | |
|---|---|---|
| Banca IMI | Equita SIM | Kepler Cheuvreux |
| Bank of America Merrill Lynch | Exane BNP Paribas | Mediobanca |
| Bestinver Securities | Goldman Sachs | Morgan Stanley |
| Carnegie | HSBC | Sanford Bernstein |
| Citi | Intermonte | Stifel |
CONFERENCE CALL
Amplifon organizes conference calls and audiowebcasts with the financial community (analysts and institutional investors) for the release of its annual, half-year and quarterly results. On average, there were 130 people connected to each conference call.
ROADSHOW
In 2020, the Company's management team - Chief Executive Officer and Chief Financial Officer - and Investor Relator organized mainly virtual roadshows with investors from the main global financial markets in: UK, France, Canada, US, and Italy, meeting over 60 institutional investors in one-on-one and group meetings.
CONFERENCES
Throughout the year, the Company's management team - Chief Executive Officer and Chief Financial Officer - and Investor Relator attended numerous international healthcare conferences organized by primary institutions such as Goldman Sachs, Citi, and Jefferies, as well as conferences for Italian and/or medium sized companies organized by Sanford C. Bernstein, Banca IMI, UniCredit e Kepler Cheuvreux, Exane BNP Paribas, Mediobanca, Equita SIM and the Italian Stock Exchange. Over 315 institutional investors were met during the one-on-one and group meetings were held during these conferences. Additionally, 245 investors were met during video conferences and conference calls throughout the year, totaling over 620 investors met in 2020.
DEBT & CREDIT RATING
We count on a solid financial structure that allows us to support our ambitious growth projects and to embrace future opportunities thanks to a strong cash flow generation. In order to ensure consistency between our financial structure and our strategic objectives, we diversify the composition and maturity of the debt.
DEBT CAPITAL MARKETS
On February 5th, 2020, we successfully placed non-convertible bond notes for 350 million euros with 7-year maturity. The issue attracted high quality institutional investors across Europe, and total demand exceeded 3 billion euros, implying an oversubscription rate of the amount of notes initially offered of over 10 times. The notes pay an annual gross coupon at a fixed rate of 1.125% and were placed at an issuing price of 99.253% of their nominal value.
In the context of the bond placement, Amplifon obtained a public "BB+" corporate credit rating with a stable outlook. rating by S&P Global Ratings Europe Limited ("S&P") and the same rating was assigned to the bond notes upon issuance. The communication activity with the rating agency continued throughout the year, with the credit rating remaining at the "BB+" level, but with a negative outlook since April due to the impact of the Covid-19 pandemic.
BANKING MARKET
During 2020 we further strengthened our financial structure, extending the maturities and increasing the amount of the committed lines by around 380 million euros. This activity allowed us to close the year with a strong liquidity position of around 800 million euros, including cash on balance sheet and undrawn committed revolving facilities.
Together these money & capital markets transactions allowed us to optimize the maturities of our medium-long term debt, extending average length and allowing for a further reduction of the average cost of debt.
FINANCIAL CALENDAR 2021
MARCH 3 R D , 2 02 1
Board of Directors' meeting to approve the Consolidated Financial Statements, the draft of Amplifon S.p.A.'s Financial Statements at 31 December 2020 and proposed allocation of 2020 Net Result
APRIL 23 R D , 2 02 1
Shareholders' General Meeting (Single Call) to approve Amplifon S.p.A.'s Financial Statements at 31 December 2020 and allocation of 2020 Net Result
APRIL 29 T H , 2 02 1
Board of Directors' meeting to approve the Interim Financial Report at 31 March 2021
JULY 29 T H , 2021
Board of Directors' meeting to approve the Interim Management Report at 30 June 2021
OCTOBER 27 T H , 2021
Board of Directors' meeting to approve the Interim Financial Report at 30 September 2021
TOMORROW
WE LOOK AHEAD WITH T H E SA M E E N T H U S I A S M W E H A D 70 YEARS AGO
MARKET
The global retail hearing care market is estimated at around 13.5 billion euros in 2020. We expect a market rebound in 2021 and positive growth in the medium and long-term thanks to the unchanged fundamentals. We are the global leading company specialized in hearing care service operating in a highly fragmented, although consolidating retail market.
HEARING LOSS
Currently over 1.5 billion people have some level of hearing loss across the world. Among those, it is estimated that at least 430 million people have a hearing loss that would require rehabilitation. Due to the increase in life expectancy of the global population and the increase in noise exposure, this number is likely to reach 700 million by 205012.
HEARING LOSS PREVALENCE BY AGE13
KEY RETAIL TRENDS
There are numerous trends pushing the hearing care industry towards a more inclusive and technologically advanced future. We hold a privileged position that allows us to anticipate these trends and guide the way in which they develop.
We are all aware of the increase in life expectancy. By 2050, the number of people aged over 65 will double, and in the next 5 years, for the first time in the history of mankind, this number will be higher than the number of children aged under 5 years.
Advances in technology such as miniaturization, connectivity and rechargeability contribute towards the consumerization of hearing devices. Thus, more and more people decide to take care of their hearing.
LIFE EXPECTANCY ACTIVE LIFESTYLE
We have a much longer life expectancy than the previous generations and our quality of life is much higher. The so-called active agers represent a new generation that won't compromise on quality of life as the years go by.
TECHNOLOGY DIGITALIZATION
The use of digital devices, such as smartphones and tablets, is rapidly increasing also among seniors. This makes it possible to offer personalized and interconnected services with added value through new touchpoints such as apps.
12 Source: "World Report on Hearing", World Health Organization, 2021.
13 Source : World Health Organization, EuroTrak, MarkeTrak, Amplifon data 2018 in the countries where Amplifon operates.
STRATEGY
Our strategy is based on three key pillars: redefining customer experience thanks to our data-driven approach, consolidating our leadership across core markets worldwide, and building an even more efficient and talented organization.
INNOVATIVE AND DISTINCTIVE CUSTOMER EXPERIENCE
Our growth strategy is built around the customer, to whom we offer a distinctive and highly innovative customer experience, also by means of our Amplifon product line and multichannel ecosystem. By leveraging on unique and distinctive assets such as the data we own, the strength of our brands and the close relationship with our customers, we aim to transform the retail hearing care market thereby opening up new business and value creation opportunities.
STRENGTHEN LEADERSHIP I N CORE MARKETS
Our growth strategy is differentiated according to the countries in which we operate, and focuses on the core global markets: Italy, Spain, France, Germany, the US, Canada, Australia, New Zealand, and China. These markets together make up around 80% of the retail hearing care market. We intend to continue to grow on mature markets, through organic growth and through targeted acquisitions mainly in France and Germany. Among the developing markets, China represents a sizeable opportunity for our medium-term growth path.
EFFECTIVE AND TALENTED O R G A N I Z AT I O N
In order to support the implementation of our strategy, we will continue to invest in our people and in a distinctive corporate culture, as well as in attracting the best talents, sharing best practices within the group, always leveraging on our globally integrated IT infrastructure, thus creating a more effective organization.
INNOVATION AND TECHNOLOGY
AMPLIFON PRODUCT EXPERIENCE
The Amplifon Product Experience represents a unique and distinctive lever to further strengthen our brand identity, significantly differentiate our service from the competition and offer a complete value proposition to our customers, made of product, service and experience.
The two pillars of our innovation program are the Amplifon product line and the Amplifon multichannel ecosystem. These two elements combined make the Amplifon Product Experience, which was successfully launched in Italy in 2018, where the penetration in the private and paid-up market is around 90%, and later also in France, Germany, the Netherlands, US and Australia. The roll-out plan reached the UK in 2020, with great results already in the first weeks from the launch and foresees the launch in other four countries in 2021.
AMPLIFON MULTICHANNEL ECOSYSTEM
The Amplifon multichannel ecosystem, of which the Amplifon App represents the first touchpoint, redefines the Amplifon experience through the entire customer journey (thus not only in the store), offering fast access to differentiated and valueadded services to further increase customer satisfaction.
The Amplifon App is a person's first contact with the Amplifon ecosystem: it allows you to manage the device functions in real-time directly from your smartphone, besides booking an appointment with your hearing care specialist and much more.
The Companion function is exclusive to the Amplifon App. It processes and analyses hearing device usage data in realtime using an artificial intelligence algorithm and, through a predictive model, gives suggestions on battery replacement or the most suitable program for the surrounding circumstances. Available throughout the entire life span of the chosen device, the Companion is a fundamental support, particularly when first using the device.
AMPLIFON PRODUCT LINE
We selected the most advanced technologies from the best manufacturers to develop our four product families that adapt to every lifestyle.
AMPLI-EASY
The ampli-easy product family is powerful, practical, affordable, and easy to use. For everyday life, having a giggle with friends, walking in the park, or watching a good film.
AMPLI-MINI
The ampli-mini devices are extremely discreet and almost invisible thanks to miniaturized technology. Perfect for those who seek a discreet solution and want to feel elegant without compromising on comfort.
AMPLI-CONNECT
The ampli-connect product family connects directly to your TV, smartphone, and sound system. They automatically recognize the environment, and the microphones point towards the direction of the sound. They also connect to the Amplifon app via Bluetooth.
AMPLI-ENERGY
The ampli-energy devices are a perfect combination of practicality and style. No more changing batteries, the devices can be recharged using a charger and have up to 30 hours of battery life.
YESTERDAY • TODAY • TOMORROW - LOOKING AHEAD • REPORT ON OPERATIONS • CONSOLIDATED FINANCIAL STATEMENTS
If we were already aware of the importance of being close to our stakeholders in the past years, 2020 gave us strong confirmation. The whole world was impacted by the Covid-19 pandemic outbreak, and it showed us not only how interconnected we are, but also, and above all, how important it is to enjoy the relations we have with our dear ones. Today more than ever we want to be close to each other, doing our job well to continue to benefit our customers, our people, our community, and the context in which we operate.
2 02 0 H I G H LI G H T S
CONTINUOUS SUPPORT TO OUR CUSTOMERS
We decided to remain close to our customers, having a part of our network always up and running also during the most severe lockdowns and enhancing both phone and home assistance for possible repairs. Together with our commitment to implement all the safety measures to face the pandemic, these were confirmed as winning actions. Moreover, together with Croce Rossa Italiana we promoted, entirely for free, the delivery of a kit containing the batteries for the correct functioning of the hearing aids to people aged over-75. Together with our customers we understood, it was time to listen.
STRONGER TOGETHER
In order to support our people during this delicate year, we promoted 'Stronger together', a program with several initiatives aimed at strengthening our ability to share knowledge and information internally and support people in transitioning to an efficient work-fromhome environment, and thus be able to support each other and remain united and motivated to reach our common goals.
AMPLI ACADEMY
In 2020 the Ampli Academy was launched to the benefit all our back-office colleagues. They now have access to an online platform which offers several training and development paths designed to answer to the need of our different clusters of population. Ampli Academy aims at developing different sets of competences: the first one addresses the so-called functional competences through the 'functional pathways', while the other addresses behavioral & leadership competences to develop soft skills.
WE CARE
"We Care", our corporate citizenship program, gathers and values the social inclusion initiatives carried out across the world. Among the several initiatives carried out during 2020, we managed to give our contribution during the most difficult periods of the Covid-19 pandemic also through the partnership with the Italian Red Cross for the donation and delivery of hearing batteries. Moreover, after the launch of its key awareness project to promote responsible listening among young people, We Care promoted 'Ci Sentiamo Dopo – Listen Responsibly" in 800 middle and high schools in Italy during the academic year 2019-2020 and reached around 20,000 students, who became ambassadors of a new culture of sound. This project, despite the Covid-19 emergence, continued throughout the academic year 2020-2021 thanks to 121 new contents (available on the portal cisentiamodopo.it) dedicated to supporting teachers in remote learning activities, and 24 virtual workshops and laboratories. Finally, thanks to the 'Ci Sentiamo Dopo' app, students were invited to measure environmental noise levels using the app's noise tracker to create an interactive map of Italy's acoustic ecology.
E-WHISTLE
In line with our "Acting Responsibly" value and with the specific policies for a correct business management, a new Whistleblowing System was introduced in Italy at the end of 2020 as well as in the United States and in Australia in the beginning of 2021 and will be progressively adopted by the other countries with a view to harmonizing the existing local systems. Such system, which aims at ensuring a safe, respectful, and protected work environment, provides the set of rules and means of communication to report of any deviant conduct or in any case any conduct not compliant with our Code of Ethics, Anti-corruption Policy, laws (ie. legislative Decree n-231/2001) and regulations applicable to our countries of operation.
KNOW MORE
These are only a few of the initiatives promoted this year, to know more please read our Sustainability Report, which also constitutes our Consolidated Non-Financial Disclosure, and visit our corporate website.
OUR COMMITMENT TOWARDS A S U STA I N B LE B U S I N E S S
In 2020 we made a decided step forward towards the concrete implementation of our Sustainability Policy. We defined Listening Ahead - our Sustainability Plan with mid-term objectives, coherent to our business strategy and the United Nations' Agenda 2030 for Sustainable Development, to which the remuneration of our top management is linked. Namely, we formalized our daily commitment to listening to and providing an answer to the expectations of our customers, our people, the community, and the context in which we operate, safeguarding the ability of future generations to fulfill their need in the long-term.
PRODUCT & SERVICE STEWARDSHIP
We are committed to raising awareness and accessibility to hearing care, improving people's lives, and empowering them to rediscover all the emotions of sound. We are committed to offering innovative experiences to our customers by listening to their needs and delivering a highly personalized service across all touchpoints.
PEOPLE EMPOWERMENT
We are committed to attracting, developing, and retaining the best talents to ensure sustainable performances and ensure our leadership in the longterm. We are committed to fostering and promoting diversity among our employees to better represent our customer base.
COMMUNITY IMPACT
Through our 'We Care' program, we are committed to raising awareness on the importance of hearing care prevention, listening responsibly and noise pollution. We are committed to fostering social inclusion by supporting the initiative promoted by the Group's Foundations.
ETHICAL BEHAVIOR
We are committed to promote and share the highest environmental, ethical, and social standards with all our business partners to lead a responsible management approach within the value chain. We are committed to reducing the environmental impact of our business by promoting green energy sources and circular economy principles.
KNOW MORE
Discover what our sustainability objectives and targets are by reading our Sustainability Report or visiting our corporate website.
OUR FOUNDATIONS
AMPLIFON FOUNDATION
Amplifon Foundation is our corporate foundation, created in the beginning of 2020, on occasion of our seventieth anniversary, as a means of giving back value to the community. The Amplifon Foundation aims at enabling individuals to achieve their full potential in life through social inclusion. It consolidates our social commitment towards the community and our stakeholders and embodies the values of our corporate purpose of "empowering people". The Amplifon Foundation will represent the point of reference to implement and fund impactful projects for local communities, in Italy and abroad, that are aligned with its areas of action: Enabling participation, Diversity & Employability, as well as Inclusive Communities.
MIRACLE-EAR FOUNDATION
The several social programs carried out by the Miracle-Ear Foundation are supported both by direct stores and the franchisees comprised in Miracle-Ear's distribution network. Established in 1990, the aim of the former Miracle-Ear Children's Foundation was to empower and enhance the life experience of underserved children suffering from hearing loss in North America, by giving them the possibility of hearing again. Re-established as the "Miracle-Ear Foundation" in 2012, with the aim of serving a larger part of the community, the Foundation now provides hearing aids, follow-up care, and educational resources to those who do not have enough financial resources to meet their hearing health needs, besides implementing awareness campaigns.
GAES SOLIDARIA FOUNDATION
Founded in 1996 and consolidated as Foundation in 2018, GAES Solidaria Foundation is a project that gathers employees, managers, partners and customers towards a single objective: filling the lives of those who need it the most with sounds, music, communication and happiness. Its mission is to provide opportunities to people with hearing loss and with no financial resources so that they can develop their language and communication capacities through the development of local and international hearing care projects. Additionally, the foundation promotes research linked to hearing- related diseases by means of the GAES Solidaria Foundation awards assigned to the medical community and is also a means of making the population aware of the importance of hearing health care as a basis part of our well-being.
KNOW MORE
During the year, which was characterized an unexpected emergence, our foundations promoted several projects to take care and support the community. To know more about them, read our Sustainability Report or visit their websites: Amplifon Foundation, Miracle-Ear Foundation e Fundaciòn Gaes Solidaria.
SECTION I
REPORT ON OPERATIONS AS AT DECEMBER 31 ST, 2020
INDEX
| COMMENTS ON THE FINANCIAL RESULTS | 56 |
|---|---|
| CONSOLIDATED INCOME STATEMENT | 59 |
| RECLASSIFIED CONSOLIDATED BALANCE SHEET | 62 |
| CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT | 64 |
| INDICATORS | 65 |
| INCOME STATEMENT REVIEW | 67 |
| BALANCE SHEET REVIEW | 83 |
| ACQUISITION OF COMPANIES AND BUSINESSES | 93 |
| STATEMENT OF CHANGES BETWEEN THE NET EQUITY AND THE RESULTS OF THE PARENT COMPANY AMPLIFON S.P.A. AND THE NET EQUITY AND THE RESULTS OF THE GROUP FOR THE PERIOD AS AT DECEMBER 31ST, 2020 |
94 |
| RISK MANAGEMENT | 94 |
|---|---|
| TREASURY SHARES | 105 |
| RESEARCH AND DEVELOPMENT | 105 |
| TRANSACTIONS WITHIN THE GROUP AND WITH RELATED PARTIES | 105 |
| CONTINGENT LIABILITIES | 106 |
| ATYPICAL/UNUSUAL TRANSACTIONS | 106 |
| OUTLOOK | 106 |
| YEARLY REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE AS AT DECEMBER 31ST 2020 |
106 |
| NON-FINANCIAL DISCLOSURE AS AT DECEMBER 31ST 2020 | 106 |
| COMMENTS ON THE FINANCIAL RESULTS OF AMPLIFON S.P.A. | 107 |
COMMENTS ON THE FINANCIAL RESULTS
The performance for FY 2020 was impacted by the health crisis triggered by the spread of the Covid-19 pandemic. The effects varied in the different geographic areas in which the Group operates based on the timing of the outbreak, as well as the gradual adoption of various restrictive measures by the governmental authorities of each Country.
The effective, decisive and rapid implementation of the various measures adopted by the Group made it possible to significantly limit the impact that the drop in sales had on profitability, above all during the period between March and June. These actions also paved the way for structural efficiencies and improvements in productivity which boosted the strong recovery in profitability and sales recorded in the third quarter which continued in the fourth quarter despite the surge of a second wave of infections and the restrictive measures adopted in the various markets.
The economic-financial impact of the drop in sales reported in the lockdown period was partially offset by the different forms of relief and aid made available during the year by the government and other public entities.
Overall, the year closed with:
- turnover of €1,555,543 thousand, a drop of 10.2% compared to the same period of the prior year (-9.3% at constant exchange rates) with negative organic growth of €190,668 thousand (-11.0%).
- a gross operating margin (EBITDA) of €370,967 thousand, 5.6% lower on a recurring basis compared to 2019, with an EBITDA margin of 23.8% (+1.1 p.p. against the comparison period on a recurring basis).
- a Group net profit of €101,004 thousand, falling 20.5% against the recurring net profit recorded in the comparison period as a direct result of the significant drop in sales and the increase in depreciation, amortization and financial expenses. Net profit as reported was 7.1% lower than in 2019.
REVENUES PERFORMANCE
Revenues from sales and services amounted to €1,555,543 thousand in 2020, a decrease of +10.2% compared to the record result reported in 2019 (€ 1,732,063 thousand).
This decline is attributable to negative organic growth of €190,668 thousand (-11.0%), offset slightly by the positive impact of acquisitions for €29,387 thousand (+1.7%). The foreign exchange differences had a negative impact of €15,239 thousand (-0.9%).
The spread of the pandemic during 2020, inevitably had a negative impact on the organic performance, particularly significant in the first half of the year and specifically in the March-June period. Beginning already in April, however, the business began to report a turnaround with improvement that exceeded expectations demonstrating both the resilience of the business and Amplifon's ability to react effectively in a challenging year like 2020.
As a result, the Group was able to post revenues that were higher than the prior year in the second half of 2020, with a strong recovery in the third quarter which was partially offset by the second wave of infections that spread in the fourth quarter and the restrictive measures.
Looking at the geographic areas:
- In EMEA revenues were down by -10.4% (-10.5% at constant exchange rates against the prior year). Italy was the first country to be affected by the outbreak and the relative containment measures, followed by Spain and France and the other markets in which the Group operates, with the partial exception of Germany where the measures were less severe. The recovery was, however, very quick in the region beginning at the end of April and in July the performance was already better than in the prior year with second half revenues coming in higher than the prior year despite the new lockdown measures implemented in the fourth quarter in Europe's main markets due to the second wave of the pandemic;
- Revenues fell by 12.5% in the Americas, where there was a particularly adverse exchange effect (revenues dropped -8.6% at constant exchange rates). The result reflected two speeds: in North America, where the business was impacted by Covid-19 as of the end of March, there was a rapid recovery beginning in May thanks to the easing of the restrictions with solid growth in the second half of the year, even though the fourth quarter was affected by the uptick in infections and the presidential election in the United States. Miracle-Ear recorded a robust performance with organic growth that was, overall, higher than in the prior year. In Canada and Latin America, on the other hand, the pandemic hit later than in the Group's other countries (during the second quarter), and the recovery was slower. The Latin American countries are still being impacted severely by the negative effects of the health crisis, through robust organic growth was posted in the last quarter;
- In APAC, the first to be impacted by the pandemic globally, revenues were down by 2.9% due also to the adverse exchange effect (0.1% at constant exchange rates). The performance was supported by the robust growth reported in the second half of the year and the positive contribution made by Attune Hearing Pty Ltd, acquired in Australia in early February. More in detail, in China the business had already returned to growth in the second quarter and double-digit growth against the same period of the prior year was reported in the second half. New Zealand suffered a decided contraction in revenues due to the mandatory closure of network stores beginning in March through mid-May, but then showed strong recovery as the restrictive measures were eased with double-digit increases in the third and fourth quarters despite the lockdown in Auckland in August. Australia reported positive results thanks to less severe restrictive measures and despite the negative impact of the bushfires in the first quarter, as well as the lockdown in the state of Victoria.
PROFITABILITY PERFORMANCE
Gross operating profit (EBITDA) amounted to €370,967 thousand, slightly higher, by €377 thousand (+0.1%), than the as reported EBITDA posted in 2019, but €21,816 thousand (-5.6%) lower than the recurring EBITDA reported in the prior year after the non-recurring expenses of €22,193 thousand incurred in 2019 stemming from the integration of GAES.
Despite the drop in revenues described above, which had the biggest impact on the Group's results in the March-June period, the EBITDA margin rose 1.1 p.p. against the recurring figure posted in 2019 to 23.8% thanks to the effective, decisive and rapid implementation of the various measures adopted by Amplifon. These actions also paved the way for structural efficiencies and improvements in productivity which boosted the strong recovery in profitability and sales recorded in the third quarter which continued in the fourth quarter despite the surge of a second wave of infections and the restrictive measures adopted in the various markets.
The economic-financial impact of the drop in sales reported in the lockdown period was partially offset by the different forms of relief and aid made available during the year by the government and other public entities.
NET FINANCIAL POSITION CHANGES
Net financial debt, excluding lease liabilities, amounted to €633,665 thousand at 31 December 2020, €153,033 thousand lower compared to 31 December 2019.
The decrease in debt is attributable directly to ordinary operations which, despite the impact of the Covid-19 pandemic, confirmed excellent cash flow generation with free cash flow reaching a positive €256,880 thousand (€149,871 thousand in the prior year) after absorbing net capital expenditure of €57,194 thousand (€88,878 thousand in 2019) and net cash-outs for acquisitions in the period of €89,199 thousand (€66,482 thousand in 2019), as well as the fees paid on medium/long-term loans (€7,709 thousand).
In a period that was profoundly affected by the Covid-19 pandemic, Amplifon succeeded in implementing a series of initiatives and actions which made it possible to safeguard the Group's financial position, further strengthening its structure and solidity. More in detail:
- the Company resolved not to proceed with the payment of a dividend to shareholders, allocating the entire profit for 2019 as retained earnings;
- a series of measures was adopted which focused on cost containment, reducing and redefining investments, quickly accessing all the tools made available by the governmental authorities, along with other operational initiatives and the management of working capital which made it possible for free cash flow to reach €256,880 thousand;
- the Group's financial structure and liquidity position were further strengthened by refinancing debt, extending maturities and gathering new financing of more than €1 billion. More in detail:
- at the beginning of February, a €350 million 7-year Eurobond was issued in order to refinance the next maturities well in advance;
- €180 million in existing bilateral loans were renegotiated, the maturities were extended from 2021-2022 to 2024-2025 and the amount was increased by €80 million;
- an additional €203 million in long-term loans were stipulated, expiring between 2023 and 2025;
- government Covid-19 loans were requested and granted for €35.5 million, of which €30.5 million utilized (€30 million in France and €0.5 million is Switzerland) and €5 million available (entirely in Switzerland);
- €65 million in new long-term irrevocable credit facilities (expiring in 2024 and 2025) were granted and the expiration of €90 million in credit lines was extended from 2021 to 2025.
Gross debt amounted to €1,178,692 thousand at 31 December 2020, €1,103,265 thousand of which long-term. The short-term portion amounted to €75,427 thousand. The cash and cash equivalents, which came to €545,027 thousand, along with the €265 million in unutilized irrevocable credit lines and the €225 million in other available credit lines, provide ample headroom and ensure the flexibility needed to take advantage of any opportunities to consolidate and develop business that might materialize.
YESTERDAY - WE ARE DRIVEN BY AN IDEA • TODAY • TOMORROW • REPORT ON OPERATIONS • CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
| (€ thousands) | FY 2020 | FY 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (*) |
Total | % on recurring |
Recurring | Non recurring (*) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
1,555,543 | - | 1,555,543 | 100.0% | 1,732,063 | - | 1,732,063 | 100.0% | -10.2% |
| Operating costs | (1,198,257) | - (1,198,257) | -77.1% | (1,340,654) | (22,193) (1,362,847) | -77.4% | 10.6% | ||
| Other income and costs |
13,681 | - | 13,681 | 0.9% | 1,374 | - | 1,374 | 0.1% | 895.7% |
| Gross operating profit (loss) (EBITDA) |
370,967 | - | 370,967 | 23.8% | 392,783 | (22,193) | 370,590 | 22.7% | -5.6% |
| Depreciation, amortization and impairment losses on non-current assets |
(73,882) | - | (73,882) | -4.7% | (65,900) | (1,916) | (67,816) | -3.8% | -12.1% |
| Right-of-use depreciation |
(89,769) | - | (89,769) | -5.8% | (87,942) | (105) | (88,047) | -5.1% | -2.1% |
| Operating result before the amortization and impairment of PPA related assets (EBITA) |
207,316 | - | 207,316 | 13.3% | 238,941 | (24,214) | 214,727 | 13.8% | -13.2% |
| PPA related depreciation, amortization and impairment |
(38,816) | - | (38,816) | -2.5% | (37,636) | - | (37,636) | -2.2% | -3.1% |
| Operating profit (loss) (EBIT) |
168,500 | - | 168,500 | 10.8% | 201,305 | (24,214) | 177,091 | 11.6% | -16.3% |
| Income, expenses, valuation and adjustments of financial assets |
(344) | - | (344) | 0.0% | 191 | - | 191 | 0.0% | -280.1% |
| Net financial expenses |
(29,486) | - | (29,486) | -1.8% | (26,325) | - | (26,325) | -1.5% | -12.0% |
| Exchange differences and non-hedge accounting instruments |
655 | - | 655 | 0.0% | (818) | - | (818) | 0.0% | 180.1% |
| Profit (loss) before tax |
139,325 | - | 139,325 | 9.0% | 174,353 | (24,214) | 150,139 | 10.1% | -20.1% |
| Tax | (38,263) | - | (38,263) | -2.5% | (47,433) | 5,818 | (41,615) | -2.8% | 19.3% |
| Net profit (loss) | 101,062 | - | 101,062 | 6.5% | 126,920 | (18,396) | 108,524 | 7.3% | -20.4% |
| Profit (loss) of minority interests |
58 | - | 58 | 0.0% | (142) | - | (142) | 0.0% | 140.8% |
| Net profit (loss) attributable to the Group |
101,004 | - | 101,004 | 6.5% | 127,062 | (18,396) | 108,666 | 7.3% | -20.5% |
(*) See table at page 57 for details of non-recurring transactions.
- EBITDA is the operating result before charging amortization, depreciation, impairment of both tangible and intangible fixed assets and the right of use depreciation.
- EBITA is the operating result before amortization and impairment of customer lists, trademarks, non-competition agreements and other fixed assets arising from business combinations.
- EBIT is the operating result before financial income and charges and taxes.
| (€ thousands) | FOURTH QUARTER 2020 | FOURTH QUARTER 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (*) |
Total | % on recurring |
Recurring | Non recurring (*) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
513,421 | - | 513,421 | 100.0% | 507,322 | - | 507,322 | 100.0% | 1.2% |
| Operating costs | (371,332) | - | (371,332) | -72.3% | (377,438) | (3,821) | (381,259) | -74.4% | 1.6% |
| Other income and costs |
521 | - | 521 | 0.1% | 289 | - | 289 | 0.1% | 80.3% |
| Gross operating profit (loss) (EBITDA) |
142,610 | - | 142,610 | 27.8% | 130,173 | (3,821) | 126,352 | 25.7% | 9.6% |
| Depreciation, amortization and impairment losses on non-current assets |
(22,129) | - | (22,129) | -4.3% | (20,477) | (1,719) | (22,196) | -4.0% | -8.1% |
| Right-of-use depreciation |
(22,254) | - | (22,254) | -4.4% | (23,171) | 62 | (23,109) | -4.6% | 4.0% |
| Operating result before the amortization and impairment of PPA related assets (EBITA) |
98,227 | - | 98,227 | 19.1% | 86,525 | (5,478) | 81,047 | 17.1% | 13.5% |
| PPA related depreciation, amortization and impairment |
(9,392) | - | (9,392) | -1.8% | (9,929) | - | (9,929) | -2.0% | 5.4% |
| Operating profit (loss) (EBIT) |
88,835 | - | 88,835 | 17.3% | 76,596 | (5,478) | 71,118 | 15.1% | 16.0% |
| Income, expenses, valuation and adjustments of financial assets |
95 | - | 95 | 0.0% | (28) | - | (28) | 0.0% | 439.3% |
| Net financial expenses |
(7,402) | - | (7,402) | -1.4% | (6,628) | - | (6,628) | -1.3% | -11.7% |
| Exchange differences and non-hedge accounting instruments |
94 | - | 94 | 0.0% | (581) | - | (581) | -0.1% | 116.2% |
| Profit (loss) before tax |
81,622 | - | 81,622 | 15.9% | 69,359 | (5,478) | 63,881 | 13.7% | 17.7% |
| Tax | (21,679) | - | (21,679) | -4.2% | (18,152) | 1,101 | (17,051) | -3.6% | -19.4% |
| Net profit (loss) | 59,943 | - | 59,943 | 11.7% | 51,207 | (4,377) | 46,830 | 10.1% | 17.1% |
| Profit (loss) of minority interests |
46 | - | 46 | 0.0% | (172) | - | (172) | 0.0% | 126.7% |
| Net profit (loss) attributable to the Group |
59,897 | - | 59,897 | 11.7% | 51,379 | (4,377) | 47,002 | 10.1% | 16.6% |
(*) See table at page 57 for details of non-recurring transactions.
The following table shows the details of the non-recurring transactions included in the previous statements.
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| Costs related to GAES integration | - | (22,193) |
| Impact of the non-recurring items on EBITDA | - | (22,193) |
| Impairment of GAES intangible asset | - | (2,021) |
| Impact of the non-recurring items on EBIT | - | (24,214) |
| Impact of the non-recurring items on profit before tax | - | (24,214) |
| Impact of the above items on the tax burden of the period | - | 5,818 |
| Impact of the non-recurring items on net profit | - | (18,396) |
| (€ thousands) | Q4 2020 | Q4 2019 |
|---|---|---|
| Costs related to GAES integration | - | (3,821) |
| Impact of the non-recurring items on EBITDA | - | (3,821) |
| Impairment of GAES intangible asset | - | (1,657) |
| Impact of the non-recurring items on EBIT | - | (5,478) |
| Impact of the non-recurring items on profit before tax | - | (5,478) |
| Impact of the above items on the tax burden of the period | - | 1,101 |
| Impact of the non-recurring items on net profit | - | (4,377) |
61
RECLASSIFIED CONSOLIDATED
BALANCE SHEET
The reclassified Consolidated Balance Sheet aggregates assets and liabilities according to operating functionality criteria, subdivided by convention into the following three key functions: investments, operations and finance.
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Goodwill | 1,281,609 | 1,215,511 | 66,098 |
| Customer lists, non-compete agreements, trademarks and location rights |
259,627 | 270,307 | (10,680) |
| Software, licenses, other int.ass., wip and advances | 101,559 | 97,201 | 4,358 |
| Tangible assets | 177,616 | 196,579 | (18,963) |
| Right of use assets | 409,338 | 418,429 | (9,091) |
| Fixed financial assets (1) | 38,125 | 44,887 | (6,762) |
| Other non-current financial assets (1) | 31,569 | 32,282 | (713) |
| Total fixed assets | 2,299,443 | 2,275,196 | 24,247 |
| Inventories | 57,431 | 64,592 | (7,161) |
| Trade receivables | 169,060 | 205,219 | (36,159) |
| Other receivables | 60,533 | 75,998 | (15,465) |
| Current assets (A) | 287,024 | 345,809 | (58,785) |
| Total assets | 2,586,467 | 2,621,005 | (34,538) |
| Trade payables | (181,036) | (177,390) | (3,646) |
| Other payables (2) | (318,968) | (284,827) | (34,141) |
| Provisions for risks (current portion) | (3,560) | (4,242) | 682 |
| Short term liabilities (B) | (503,564) | (466,459) | (37,105) |
| Net working capital (A) - (B) | (216,540) | (120,650) | (95,890) |
| Derivative instruments (3) | (5,908) | (8,763) | 2,855 |
| Deferred tax assets | 83,671 | 81,427 | 2,244 |
| Deferred tax liabilities | (95,150) | (102,111) | 6,961 |
| Provisions for risks (non-current portion) | (49,765) | (50,290) | 525 |
| Employee benefits (non-current portion) | (24,019) | (25,281) | 1,262 |
| Loan fees (4) | 7,941 | 1,611 | 6,330 |
| Other long-term payables | (141,361) | (143,701) | (2,340) |
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| NET INVESTED CAPITAL | 1,858,312 | 1,907,438 | (49,126) |
| Shareholders' equity | 800,883 | 695,031 | 105,852 |
| Third parties' equity | 985 | 1,084 | (99) |
| Net equity | 801,868 | 696,115 | 105,753 |
| Long term net financial debt (4) | 1,103,265 | 752,648 | 350,617 |
| Short term net financial debt (4) | (469,600) | 34,050 | (503,650) |
| Total net financial debt | 633,665 | 786,698 | (153,033) |
| Lease liabilities | 422,779 | 424,625 | (1,846) |
| Total lease liabilities & net financial debt | 1,056,444 | 1,211,323 | (154,879) |
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL DEBT |
1,858,312 | 1,907,438 | (49,126) |
Notes for reconciling the condensed balance sheet with the statutory balance sheet:
(1) "Financial fixed assets" and "Other non-current financial assets" include equity interests valued by using the net equity method, financial
assets at fair value through profit and loss and other non-current assets; (2) "Other payables" includes other liabilities, accrued liabilities and deferred income, current portion of liabilities for employees' benefits and
tax liabilities; (3) "Derivatives instruments" includes cash flow hedging instruments not included in the item "Net medium and long-term financial
indebtedness"; (4) The item "loan fees" is presented in the balance sheet as a direct reduction of the short-term and medium/long-term components of the items "financial payables" and "financial liabilities" for the short-term and long-term portions, respectively.
63
CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT
The condensed consolidated cash flow statement is a summarized version of the reclassified statement of cash flows set out in the following pages and its purpose is, starting from the EBIT, to detail the cash flows from or used in operating, investing and financing activities.
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| Operating profit (loss) (EBIT) | 168,500 | 177,091 |
| Amortization, depreciation and write down | 202,467 | 193,499 |
| Provisions, other non-monetary items and gain/losses from disposals | 24,799 | 26,771 |
| Net financial expenses | (25,823) | (23,935) |
| Taxes paid | (34,462) | (46,983) |
| Changes in net working capital | 51,395 | (6,688) |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities |
386,876 | 319,755 |
| Repayment of lease liabilities | (72,802) | (81,006) |
| Cash flow provided by (used in) operating activities (A) | 314,074 | 238,749 |
| Cash flow provided by (used in) operating investing activities (B) | (57,194) | (88,878) |
| Free Cash Flow (A) + (B) | 256,880 | 149,871 |
| Net cash flow provided by (used in) acquisitions (C) | (89,199) | (66,860) |
| (Purchase) sale of other investment and securities (D) | - | 378 |
| Cash flow provided by (used in) investing activities (B+C+D) | (146,393) | (155,360) |
| Cash flow provided by (used in) operating activities and investing activities |
167,681 | 83,389 |
| Dividends | - | (30,939) |
| Fees paid on medium/long-term financing | (7,709) | - |
| Capital increases, third parties' contributions and dividends paid by subsidiaries to third parties |
(306) | (134) |
| Hedging instruments and other changes in non-current assets | 287 | 2,678 |
| Net cash flow from the period | 159,953 | 54,994 |
| Net financial indebtedness as of period opening date | (786,698) | (840,856) |
| Effect of activities dismissal on net financial indebtedness | - | (42) |
| Effect of exchange rate fluctuations on financial position | (6,920) | (794) |
| Change in net financial position | 159,953 | 54,994 |
| Net financial indebtedness as of period closing date | (633,665) | (786,698) |
The impact of non-recurring transactions on free cash flow in the period is shown in the following table.
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| Free cash flow | 256,880 | 149,871 |
| Free cash flow generated by non-recurring transactions (see page 94 for details) |
(1,101) | (21,531) |
| Free cash flow generated by recurring transactions | 257,981 | 171,402 |
INDICATORS
| 12/31/2020 | 12/31/2019 | |
|---|---|---|
| Net financial indebtedness (€ thousands) | 633,665 | 786,698 |
| Lease liabilities | 422,779 | 424,625 |
| Total lease liabilities & net financial indebtedness | 1,056,444 | 1,211,323 |
| Net equity (€ thousands) | 801,868 | 696,115 |
| Group Net Equity (€ thousands) | 800,883 | 695,031 |
| Net financial indebtedness/Net Equity | 0.80 | 1.13 |
| Net financial indebtedness/Group Net Equity | 0.80 | 1.13 |
| Net financial indebtedness/EBITDA | 1.63 | 1.90 |
| EBITDA/Net financial expenses | 22.79 | 28.81 |
| Earnings per share (EPS) (€) | 0.45132 | 0.48979 |
| Diluted EPS (€) | 0.44556 | 0.48135 |
| EPS (€) adjusted for non-recurring transactions and amortization/depreciation related to purchase price allocations to tangible and intangible assets |
0.57806 | 0.68166 |
| Group Net Equity per share (€) | 3.563 | 3.115 |
| Dividend per share (DPS) (€) (*) | 0.22 | - |
| Pay out ratio (%) (*) | 48.75% | - |
| Dividend yield (%) (*) | 0.65% | - |
| Period-end price (€) | 34.040 | 25.640 |
| Highest price in period (€) | 36.540 | 26.800 |
| Lowest price in period (€) | 14.830 | 13.610 |
| Price/earning ratio (P/E) | 75.42 | 52.35 |
| Share price/net equity per share | 9.569 | 8.231 |
| Market capitalization (€ millions) | 7,651.71 | 5,720.78 |
| Number of shares outstanding | 224,785,974 | 223,119,533 |
(*) Dividend proposed by the Board of Directors at the Shareholders General Meeting convened on April 23th, 2021.
- Net financial indebtedness/net equity is the ratio of net financial indebtedness, excluding lease liabilities and short-term investments not cash equivalents, to total net equity.
- Net financial indebtedness/Group net equity is the ratio of the net financial indebtedness, excluding lease liabilities and short-term investments not cash equivalents, to the Group's net equity.
- Net financial indebtedness/EBITDA is the ratio of net financial indebtedness, excluding lease liabilities and short-term investments not cash equivalents, to EBITDA for the last four quarters (determined with reference to recurring operations only, based on pro forma figures in case of significant changes to the structure of the Group).
- EBITDA/net financial expenses ratio is the ratio of EBITDA for the last four quarters (determined with reference to recurring operations only, based on restated figures in case of significant
changes to the structure of the Group) to net interest payable and receivable of the same last four quarters.
- Earnings per share (EPS) (€) is the net profit for the period attributable to the parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period, considering purchases and sales of treasury shares as cancellations or issues of shares, respectively.
- Diluted earnings per share (EPS) (€) is the net profit for the period attributable to the parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period adjusted for the dilution effect of potential shares. In the calculation of outstanding shares, purchases and sales of treasury shares are considered as cancellations and issues of shares, respectively.
- Earnings per share (EPS) adjusted for non-recurring transactions and amortization/depreciation related to purchase price allocations to tangible and intangible assets (€) is the profit for the period from recurring operations attributable to the parent's ordinary shareholders divided by the weighted average number of outstanding shares in the period adjusted to reflect the amortization of purchase price allocations. When calculating the number of outstanding shares, the purchases and sales of treasury shares are considered cancellations and share issues, respectively.
- Net Equity per share (€) is the ratio of Group equity to the number of outstanding shares.
- Dividend per share (DPS) (€) is the dividend, paid in the following year, decided by the shareholders' meeting following the approval of the financial statements of the reported year. This ratio is not given in the interim reports because it is meaningful only with reference to the full year result.
- Pay-out ratio (%) is the ratio of the dividend paid on EPS.
- Dividend yield (%) is the ratio of the dividend per share, paid in the following year, on the share price determined in December 31st of the reported year.
- Period-end price (€) is the closing price on the last stock exchange trading day of the period.
- Highest price (€) and lowest price (€) are the highest and lowest prices from 1 January to the end of the period.
- Price/Earnings ratio (P/E) is the ratio of the share price determined during the last stock exchange trading day of the period on earnings per share.
- Share price/Net equity per share is the ratio of the share closing price on the last stock exchange trading day of the period to net equity per share.
- Market capitalization is the closing price on the last stock exchange trading day of the period multiplied by the number of outstanding shares.
- The number of shares outstanding is the number of shares issued less treasury shares.
INCOME STATEMENT REVIEW
CONSOLIDATED INCOME STATEMENT BY SEGMENT AND GEOGRAPHIC AREA (*)
| (€ thousands) | FY 2020 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |
| Revenues from sales and services | 1,123,534 | 249,583 | 182,426 | - | 1,555,543 |
| Operating costs | (827,940) | (193,949) | (120,724) | (55,644) | (1,198,257) |
| Other income and costs | 9,946 | 1,912 | 1,101 | 722 | 13,681 |
| Gross operating profit (loss) (EBITDA) | 305,540 | 57,546 | 62,803 | (54,922) | 370,967 |
| Depreciation, amortization and impairment of non-current assets |
(42,785) | (8,404) | (11,954) | (10,739) | (73,882) |
| Right-of-use depreciation | (74,057) | (3,848) | (11,413) | (451) | (89,769) |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
188,698 | 45,294 | 39,436 | (66,112) | 207,316 |
| PPA related depreciation, amortization and impairment |
(31,709) | (733) | (6,374) | - | (38,816) |
| Operating profit (loss) (EBIT) | 156,989 | 44,561 | 33,062 | (66,112) | 168,500 |
| Income, expenses, revaluation and adjustments of financial assets |
(344) | ||||
| Net financial expenses | (29,486) | ||||
| Exchange differences and non-hedge accounting instruments |
655 | ||||
| Profit (loss) before tax | 139,325 | ||||
| Tax | (38,263) | ||||
| Net profit (loss) | 101,062 | ||||
| Profit (loss) of minority interests | 58 | ||||
| Net profit (loss) attributable to the Group | 101,004 |
| (€ thousands) FY 2020 – Only recurring operations |
|||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |
| Revenues from sales and services | 1,123,534 | 249,583 | 182,426 | - | 1,555,543 |
| Gross operating profit (loss) (EBITDA) | 305,540 | 57,546 | 62,803 | (54,922) | 370,967 |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
188,698 | 45,294 | 39,436 | (66,112) | 207,316 |
| Operating profit (loss) (EBIT) | 156,989 | 44,561 | 33,062 | (66,112) | 168,500 |
| Profit (loss) before tax | 139,325 | ||||
| Net profit (loss) attributable to the Group | 101,004 |
(*) For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.
| EMEA | Americas | Asia Pacific | Corporate | Total |
|---|---|---|---|---|
| 1,253,880 | 285,346 | 187,791 | 5,046 | 1,732,063 |
| (954,771) | (221,645) | (132,523) | (53,908) | (1,362,847) |
| 1,030 | 844 | (279) | (221) | 1,374 |
| 300,139 | 64,545 | 54,989 | (49,083) | 370,590 |
| (43,232) | (6,748) | (8,661) | (9,175) | (67,816) |
| (74,242) | (3,769) | (10,036) | - | (88,047) |
| 182,665 | 54,028 | 36,292 | (58,258) | 214,727 |
| (30,226) | (1,479) | (5,806) | (125) | (37,636) |
| 152,439 | 52,549 | 30,486 | (58,383) | 177,091 |
| 191 | ||||
| (26,325) | ||||
| (818) | ||||
| 150,139 | ||||
| (41,615) | ||||
| 108,524 | ||||
| (142) | ||||
| 108,666 | ||||
| FY 2019 |
(€ thousands) FY 2019 – ONLY RECURRING OPERATIONS
| EMEA | Americas | Asia Pacific | Corporate | Total | |
|---|---|---|---|---|---|
| Revenues from sales and services | 1,253,880 | 285,346 | 187,791 | 5,046 | 1,732,063 |
| Gross operating profit (loss) (EBITDA) | 322,235 | 64,642 | 54,989 | (49,083) | 392,783 |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
206,782 | 54,125 | 36,292 | (58,258) | 238,941 |
| Operating profit (loss) (EBIT) | 176,557 | 52,645 | 30,486 | (58,383) | 201,305 |
| Profit (loss) before tax | 174,353 | ||||
| Net profit (loss) attributable to the Group | 127,062 |
| △△△△□□□□□□□□□□□□□□□□□□□□□□ □□□□□□□□□□□ | ||||
|---|---|---|---|---|
(€ thousands) FOURTH QUARTER 2020
| EMEA | Americas | Asia Pacific | Corporate | Total | |
|---|---|---|---|---|---|
| Revenues from sales and services | 382,882 | 75,420 | 55,119 | - | 513,421 |
| Operating costs | (256,668) | (56,927) | (37,533) | (20,204) | (371,332) |
| Other income and costs | 351 | 346 | 85 | 441 | 521 |
| Gross operating profit (loss) (EBITDA) | 125,863 | 18,839 | 17,671 | (19,763) | 142,610 |
| Depreciation, amortization and impairment of non-current assets |
(12,058) | (3,426) | (2,866) | (3,779) | (22,129) |
| Right-of-use depreciation | (18,197) | (963) | (2,976) | (118) | (22,254) |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
95,608 | 14,450 | 11,829 | (23,660) | 98,227 |
| PPA related depreciation, amortization and impairment |
(8,006) | 236 | (1,622) | - | (9,392) |
| Operating profit (loss) (EBIT) | 87,602 | 14,686 | 10,207 | (23,660) | 88,835 |
| Income, expenses, revaluation and adjustments of financial assets |
95 | ||||
| Net financial expenses | (7,402) | ||||
| Exchange differences and non-hedge accounting instruments |
94 | ||||
| Profit (loss) before tax | 81,622 | ||||
| Tax | (21,679) | ||||
| Net profit (loss) | 59,943 | ||||
| Profit (loss) of minority interests | 46 | ||||
| Net profit (loss) attributable to the Group | 59,897 |
(€ thousands) FOURTH QUARTER 2020 – ONLY RECURRING OPERATIONS
| EMEA | Americas | Asia Pacific | Corporate | Total | |
|---|---|---|---|---|---|
| Revenues from sales and services | 382,882 | 75,420 | 55,119 | - | 513,421 |
| Gross operating profit (loss) (EBITDA) | 125,863 | 18,839 | 17,671 | (19,763) | 142,610 |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
95,608 | 14,450 | 11,829 | (23,660) | 98,227 |
| Operating profit (loss) (EBIT) | 87,602 | 14,686 | 10,207 | (23,660) | 88,835 |
| Profit (loss) before tax | 81,622 | ||||
| Net profit (loss) attributable to the Group | 59,897 |
(*) For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.
69
| (€ thousands) | FOURTH QUARTER 2019 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | ||
| Revenues from sales and services | 376,053 | 81,964 | 47,573 | 1,732 | 507,322 | |
| Operating costs | (263,322) | (62,539) | (34,078) | (21,320) | (381,259) | |
| Other income and costs | 361 | 368 | (160) | (280) | 289 | |
| Gross operating profit (loss) (EBITDA) | 113,092 | 19,793 | 13,335 | (19,868) | 126,352 | |
| Depreciation, amortization and impairment of non-current assets |
(14,463) | (2,710) | (2,363) | (2,660) | (22,196) | |
| Right-of-use depreciation | (19,298) | (973) | (2,838) | - | (23,109) | |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
79,331 | 16,110 | 8,134 | (22,528) | 81,047 | |
| PPA related depreciation, amortization and impairment |
(7,891) | (598) | (1,440) | - | (9,929) | |
| Operating profit (loss) (EBIT) | 71,440 | 15,512 | 6,694 | (22,528) | 71,118 | |
| Income, expenses, revaluation and adjustments of financial assets |
(28) | |||||
| Net financial expenses | (6,627) | |||||
| Exchange differences and non-hedge accounting instruments |
(581) | |||||
| Profit (loss) before tax | 63,882 | |||||
| Tax | (17,051) | |||||
| Net profit (loss) | 46,831 | |||||
| Profit (loss) of minority interests | (172) | |||||
| Net profit (loss) attributable to the Group | 47,003 |
(€ thousands) FOURTH QUARTER 2019 – ONLY RECURRING OPERATIONS
| EMEA | Americas | Asia Pacific | Corporate | Total | |
|---|---|---|---|---|---|
| Revenues from sales and services | 376,053 | 81,964 | 47,573 | 1,732 | 507,322 |
| Gross operating profit (loss) (EBITDA) | 116,841 | 19,865 | 13,335 | (19,868) | 130,173 |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
84,737 | 16,182 | 8,134 | (22,528) | 86,525 |
| Operating profit (loss) (EBIT) | 76,847 | 15,583 | 6,694 | (22,528) | 76,596 |
| Profit (loss) before tax | 69,360 | ||||
| Net profit (loss) attributable to the Group | 51,380 |
REVENUES FROM SALES AND SERVICES
| (€ thousands) | FY 2020 | FY 2019 | Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services | 1,555,543 | 1,732,063 | (176,520) | -10.2% |
| (€ thousands) | Fourth quarter 2020 | Fourth quarter 2019 | Change | Change % |
| Revenues from sales and services | 513,421 | 507,322 | 6,099 | 1.2% |
Consolidated revenues from sales and services amounted to €1,555,543 thousand in 2020, a decrease of €176,520 thousand (-10.2%) attributable entirely to the Covid-19 outbreak. The performance in 2020 was characterized by very different trends depending on the timing of the outbreak in the different markets, as well as the duration and intensity of the restrictive measures adopted by the governmental authorities in each Country. After a very positive beginning of the year, the Group's performance was severely impacted by the adoption of stringent restrictive measures in the period March-June, but began to show signs of a turnaround already in April, with a trend that beat expectations, which allowed the Group to record growth against the comparison period in the second half of the year.
More in detail, the year closed with negative organic growth of €190,668 thousand (-11.0%). Acquisitions made a positive contribution of €29,387 thousand (+1.7%), net of the disposal of Makstone (Turkey) completed in the fourth quarter of 2019, attributable mainly to the Attune Hearing Pty Ltd acquisition (completed early February in Australia). The foreign exchange differences had a negative impact of €15,239 thousand (-0.9%).
In the fourth quarter alone, consolidated revenues from sales and services amounted to €513,421 thousand, an increase of €6,099 thousand (+1.2%) compared to the challenging comparison period when organic growth of was 8.2% higher, excluding GAES, than in fourth quarter 2018. The organic growth was positive for €8,423 thousand (+1.7%) despite the spread of a second wave of infections and the restrictive measures implemented in different markets supported by marketing investments that were higher than in fourth quarter 2019. Acquisitions also made a positive contribution of €6,292 thousand (+1.2%) while the foreign exchange differences had a negative impact of €8,616 thousand (-1.7%).
| (€ thousands) | FY 2020 | % on Total | FY 2019 | % on Total | Change | Change % | Exchange diff. |
Change % in local currency |
|---|---|---|---|---|---|---|---|---|
| EMEA | 1,123,534 | 72.2% | 1,253,880 | 72.4% | (130,346) | -10.4% | 1,128 | -10.5% |
| Americas | 249,583 | 16.0% | 285,346 | 16.5% | (35,763) | -12.5% | (11,222) | -8.6% |
| Asia Pacific | 182,426 | 11.8% | 187,791 | 10.8% | (5,365) | -2.9% | (5,145) | -0.1% |
| Corporate | - | - | 5,046 | 0.3% | (5,046) | -100.0% | - | -100.0% |
| Total | 1,555,543 | 100.0% | 1,732,063 | 100.0% | (176,520) | -10.2% | (15,239) | -9.3% |
The following table shows the breakdown of revenues from sales and services by Region.
Europe, Middle-East and Africa
| Period (€ thousands) | FY 2020 | FY 2019 | Change | Change % |
|---|---|---|---|---|
| I quarter | 258,266 | 283,763 | (25,497) | -9.0% |
| II quarter | 179,204 | 323,365 | (144,161) | -44.6% |
| I half | 437,470 | 607,128 | (169,658) | -27.9% |
| III quarter | 303,182 | 270,699 | 32,483 | 12.0% |
| IV quarter | 382,882 | 376,053 | 6,829 | 1.8% |
| II half | 686,064 | 646,752 | 39,312 | 6.1% |
| Total year | 1,123,534 | 1,253,880 | (130,346) | -10.4% |
Revenues from sales and services amounted to €1,123,534 thousand in 2020, down €130,346 thousand (-10.4%) against the comparison period, attributable entirely to the adverse impact of the Covid-19 crisis which peaked in the period March – June. The reporting period closed with negative organic growth of €145,044 thousand (-11.6%) while acquisitions, primarily in France, Spain and Germany and net the disposal of Makstone (Turkey) in fourth quarter 2019, made a positive contribution of €13,570 thousand (+1.1%). The foreign exchange differences had a positive impact of €1,128 thousand (+0.1%).
EMEA was affected by the pandemic beginning at the end of February, initially in Italy and then in the area's other main countries, with the exception of Germany where the restrictions were less severe. As the anti-Covid-19 measures were eased gradually, beginning at the end of April the business in the Group's core markets began to recover, posting robust organic growth, beginning in July which continued throughout the second half of the year despite the new lockdown measures implemented in the fourth quarter in the main European markets due to the second wave of the pandemic.
In the fourth quarter alone, revenues from sales and services amounted to €382,882 thousand, an increase of €6,829 thousand (+1.8%) against the comparison period driven for €5,617 thousand (+1.5%) by positive organic growth and for €1,504 thousand (+0.4%) by the positive contribution of acquisitions. The foreign exchange differences had a negative impact of €292 thousand.
| Period (€ thousands) | FY 2020 | FY 2019 | Change | Change % |
|---|---|---|---|---|
| I quarter | 64,355 | 63,102 | 1,253 | 2.0% |
| II quarter | 40,246 | 68,782 | (28,536) | -41.5% |
| I half | 104,601 | 131,884 | (27,283) | -20.7% |
| III quarter | 69,562 | 71,498 | (1,936) | -2.7% |
| IV quarter | 75,420 | 81,964 | (6,544) | -8.0% |
| II half | 144,982 | 153,462 | (8,480) | -5.5% |
| Total year | 249,583 | 285,346 | (35,763) | -12.5% |
Americas
Revenues from sales and services amounted to €249,583 thousand in 2020, a decrease of €35,763 thousand (-12.5%) against the comparison period attributable entirely to Covid-19 which first struck the USA, at the end of March, and, subsequently, Canada and Latin America. The year closed with negative organic growth of €25,565 thousand (-9.0%). The contribution of acquisitions, mainly in Canada, was positive for €1,024 thousand (+0.4%). The result was penalized heavily by foreign exchange differences of -€11,222 thousand (-3.9%).
The region's results reflected two speeds. The United States, while strongly impacted by Covid-19 and store closures in April, showed rapid recovery in sales beginning in May and in the second half posted strong growth even though the fourth quarter was impacted by the uptick in infections and the presidential election in the United States. Miracle-Ear recorded a robust performance with organic growth that was, overall, higher than in the prior year. After reporting double-digit growth in the first quarter, in Latin America there was a noticeable slowdown in the business after the pandemic exploded, later than in the Group's other Countries, and the recovery has been slower. Consequently, the region continues to be severely impacted by the negative effects of the health crisis, but with the first positive signs in the last quarter of 2020 when growth against the prior year, was recorded in local currency.
In the fourth quarter alone revenues from sales and services amounted to €75,420 thousand, a decrease of €6,544 thousand (-8.0%) on the comparison period attributable entirely to the negative exchange differences of €7,483 thousand (-9.1%). At constant exchange rates revenues were up by 1.1% explained for €841 thousand (+1.0%) by organic growth and for €98 thousand (+0.1%) by acquisitions, primarily in Canada.
| Period (€ thousands) | FY 2020 | FY 2019 | Change | Change % |
|---|---|---|---|---|
| I quarter | 40,855 | 44,415 | (3,560) | -8.0% |
| II quarter | 30,973 | 46,622 | (15,649) | -33.6% |
| I half | 71,828 | 91,037 | (19,209) | -21.1% |
| III quarter | 55,479 | 49,181 | 6,298 | 12.8% |
| IV quarter | 55,119 | 47,573 | 7,546 | 15.9% |
| II half | 110,598 | 96,754 | 13,844 | 14.3% |
| Total year | 182,426 | 187,791 | (5,365) | -2.9% |
Asia Pacific
Revenues from sales and services amounted to €182,426 thousand in year, down €5,365 thousand (-2.9%) against the comparison period explained primarily, in this region too, by the Covid-19 crisis. The period closed with negative organic growth of €15,013 thousand (-8.0%). Acquisitions made a positive contribution of €14,793 thousand (+7.9%) thanks to the Attune Hearing Pty Ltd acquisition completed in the first part of February.The foreign exchange differences were negative for €5,145 thousand (-2.8%), while in local currency revenues were down only 0.1% compared to 2019.
The region's performance reflects the different timing and impact of the pandemic, as well as the differences in the duration and intensity of the restrictive measures adopted in each Country. In Australia the performance was also affected by the bushfires which continued throughout January and were only definitively extinguished at the beginning of March. The Covid-19 containment measures were, however, less stringent than in other markets, with the exception of the lockdown in the state of Victoria and did not result in mandatory store closures. The containment ordinances in New Zealand, China and India resulted in the closure of all
the network stores, albeit at different times, which caused sales to fall. New Zealand was also penalized by the lockdown in Auckland in August.
In the fourth quarter alone revenues from sales and services amounted to €55,119 thousand, an increase of €7,546 thousand (+15.9%) against the comparison period explained for €3,697 thousand (+7.8%) by organic growth and for €4,690 thousand (+9.9%) by acquisitions. The foreign exchange differences had a negative impact of €841 thousand (-1.8%).
GROSS OPERATING PROFIT (EBITDA)
| (€ thousands) | FY 2020 FY 2019 |
||||||
|---|---|---|---|---|---|---|---|
| Recurring | Non-recurring | Total | Recurring | Non-recurring | Total | ||
| Gross operating profit (loss) (EBITDA) | 370,967 | - | 370,967 | 392,783 | (22,193) | 370,590 | |
| (€ thousands) | FOURTH QUARTER 2020 | FOURTH QUARTER 2019 | |||||
| Recurring | Non-recurring | Total | Recurring | Non-recurring | Total | ||
| Gross operating profit (loss) (EBITDA) | 142,610 | - | 142,610 | 130,173 | (3,821) | 126,352 |
Gross operating profit (EBITDA) amounted to €370.967 thousand in 2020, a slight increase of €377 thousand (+0.1%) with respect to the comparison period with foreign exchange differences that were negative for €2,888 thousand. The EBITDA margin came to 23.8%, 2.4 p.p. higher than in the comparison period.
No non-recurring expenses were incurred in the reporting period, while non-recurring expenses relating to the GAES integration of €22,193 thousand were incurred in the prior year. Net of this item, EBITDA would have been down by €21,816 thousand (-5.6%) in the year, with an EBITDA margin that was 1.1 p.p. lower than in 2019.
From the very beginning of the Covid-19 pandemic, the Group worked quickly to contain and optimize the company's costs in order to protect margins which were excellent and higher than in the comparison period. More in detail, the Group moved rapidly to access all the aid and contributions made available by the different governmental authorities and other public entities relative to the cost of labor and business relief for a total of €42,289 thousand which partially offset the drop in revenues caused by the lockdown measures. The Group also benefitted from income of €9,683 thousand stemming from the renegotiation of contracts with suppliers of goods and services, as well as leases, pursuant to the practical expedient introduced in the IFRS 16 amendment approved by IASB in May 2020. On the other hand, the Group incurred a series of costs totaling around €9,689 thousand related directly to the Covid-19 outbreak. Please refer to note 2 of the explanatory notes for further details.
In the fourth quarter alone EBITDA amounted to €142,610 thousand (with an EBITDA margin of 27.8%), an increase of €16,258 thousand with respect to the comparison period. The EBITDA margin was 2.9 p.p. higher and the foreign exchange differences were negative for €1,336 thousand.
The noticeable increase in profitability, higher than in the prior year, reflects the recovery in revenues which was boosted by the greater efficiency and productivity achieved by the Group as a result of the decisive actions on costs implemented during the second quarter which made it possible to absorb investments in marketing that were higher than in the fourth quarter of 2019 and the restart of important Corporate growth projects already begun in the third quarter.
The following table shows a breakdown of EBITDA by segment.
| (€ thousands) | FY 2020 | EBITDA Margin | FY 2019 | EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 305,540 | 27.2% | 300,139 | 23.9% | 5,401 | 1.8% |
| Americas | 57,546 | 23.1% | 64,545 | 22.6% | (6,999) | -10.8% |
| Asia Pacific | 62,803 | 34.4% | 54,989 | 29.3% | 7,814 | 14.2% |
| Corporate (*) | (54,922) | -3.5% | (49,083) | -2.8% | (5,839) | -11.9% |
| Total | 370,967 | 23.8% | 370,590 | 21.4% | 377 | 0.1% |
| (€ thousands) | Fourth quarter 2020 |
EBITDA Margin | Fourth quarter 2019 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 125,863 | 32.9% | 113,092 | 30.1% | 12,771 | 11.3% |
| Americas | 18,839 | 25.0% | 19,793 | 24.1% | (954) | -4.8% |
| Asia Pacific | 17,671 | 32.1% | 13,335 | 28.0% | 4,336 | 32.5% |
| Corporate (*) | (19,763) | -3.8% | (19,868) | -3.9% | 105 | 0.5% |
| Total | 142,610 | 27.8% | 126,352 | 24.9% | 16,258 | 12.9% |
(*) Centralized costs are shown as a percentage of the Group's total sales.
The table below shows the breakdown of the EBITDA by segment with reference to the recurring operations.
| (€ thousands) | FY 2020 | EBITDA Margin | FY 2019 | EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 305,540 | 27.2% | 322,235 | 25.7% | (16,695) | -5.2% |
| Americas | 57,546 | 23.1% | 64,642 | 22.7% | (7,096) | -11.0% |
| Asia Pacific | 62,803 | 34.4% | 54,989 | 29.3% | 7,814 | 14.2% |
| Corporate (*) | (54,922) | -3.5% | (49,083) | -2.8% | (5,839) | -11.9% |
| Total | 370,967 | 23.8% | 392,783 | 22.7% | (21,816) | -5.6% |
| (€ thousands) | Fourth quarter 2020 |
EBITDA Margin | Fourth quarter 2019 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 125,863 | 32.9% | 116,841 | 31.1% | 9,022 | 7.7% |
| Americas | 18,839 | 25.0% | 19,865 | 24.2% | (1,026) | -5.2% |
| Asia Pacific | 17,671 | 32.1% | 13,335 | 28.0% | 4,336 | 32.5% |
| Corporate (*) | (19,763) | -3.8% | (19,868) | -3.9% | 105 | 0.5% |
| Total | 142,610 | 27.8% | 130,173 | 25.7% | 12,437 | 9.6% |
(*) Centralized costs are shown as a percentage of the Group's total sales.
75
Europe, Middle-East and Africa
Gross operating profit (EBITDA) amounted to €305,540 thousand in 2020, an increase of €5,401 thousand (+1.8%) with respect to the comparison period and includes foreign exchange gains of €598 thousand. The EBITDA margin came to 27.2%, higher (+3.3 p.p.) than in 2019.
Non-recurring expenses relating to the GAES integration of €22,096 thousand were incurred in the comparison period. Net of this item, EBITDA would have been down by €16,695 thousand (-5.2%) in the year, with the EBITDA margin up 1.5 p.p. against the comparison period.
The performance, while strongly impacted by the drop in revenues caused by Covid-19, shows an improvement in recurring profitability thanks to the timely actions on cost implemented in the second quarter and the strong recovery in the business posted in the second half of the year despite the new lockdown measures implemented in the fourth quarter in the main European markets due to the second wave of the pandemic.
The aid and contributions made available by the different governmental authorities and other public entities relative to the cost of labor and business partial relief, which amounted to €24,545 thousand, partially offset the drop in revenues caused by the lockdown measures, while the income recognized as a result of lease renegotiations came to €7,944 thousand. On the other hand, the Group incurred a series of costs totaling around €6,840 thousand related directly to the Covid-19 outbreak.
In the fourth quarter alone, gross operating profit (EBITDA) amounted to €125,863 thousand, an increase against the comparison period of €12,771 thousand (+11.3%) The EBITDA margin reached 32.9%, a marked increase of 2.8 p.p. against the comparison quarter, which includes the marginal effect of €155 thousand in foreign exchange gains.
The fourth quarter of 2019 was impacted negatively for €3,749 thousand by the non-recurring expenses relating to the GAES integration. Net of this item, EBITDA would have been up by €9,022 thousand (+7.7%), with an EBITDA margin that was 1.8 p.p. higher than in the comparison period.
Americas
Gross operating profit (EBITDA) amounted to €57,546 thousand in 2020, a decrease of €6,999 thousand (-10.8%) with respect to the comparison period including positive foreign exchange differences of €2,036 thousand. The EBITDA margin came to 23.1%, 0.5 p.p. higher than in 2019.
The results posted in the comparison period were impacted marginally by the non-recurring expenses of €96 thousand incurred stemming from the GAES integration in South America.
Net of this item, EBITDA would have been €7,096 thousand (-11.0%), while the margin would have been 0.4 p.p. higher than in the comparison period.
Profitability in 2020, while impacted by the decrease in sales, was largely protected by the actions taken by the Group to contain and optimize costs as the pandemic worsened and restrictive measures were implemented by the local authorities.
The aid and contributions made available by the different governmental authorities and other public entities relative to the cost of labor and business partial relief, which amounted to €3,176 thousand, partially offset the drop in revenues caused by the lockdown measures, while the income recognized as a result of lease renegotiations came to €432 thousand. On the other hand, the Group incurred a series of costs totaling around €312 thousand related directly to the Covid-19 outbreak.
In the fourth quarter alone, gross operating profit (EBITDA) amounted to €18,839 thousand, a decrease against the comparison period of €954 thousand (-4.8%), attributable entirely to the negative foreign exchange effect of €1,399 thousand partially offset by the actions taken to contain and optimize costs. The EBITDA margin reached 25.0%, an increase of 0.9 p.p. against the comparison period (+0.8 p.p. on a recurring basis).
Asia Pacific
Gross operating profit (EBITDA) amounted to €62,803 thousand in 2020, an increase of a €7,814 thousand (+14.2%) with respect to the comparison period. The result also reflects negative exchange differences of €1,456 thousand. The EBITDA margin came to 34.4%, an impressive 5.5 p. p higher than in 2019.
Thanks to the measures implemented to mitigate the impact of the pandemic, above all in the second quarter, profitability rose considerably against 2019 with a significant increase in the second part of the year fueled by extraordinary operating leverage.
The aid and contributions made available by the different governmental authorities and other public entities relative to the cost of labor and business partial relief, which amounted to €14,568 thousand, partially offset the drop in revenues caused by the lockdown measures, while the income recognized as a result of lease renegotiations came to €1,308 thousand. On the other hand, the Group incurred a series of costs totaling around €2,538 thousand related directly to the Covid-19 outbreak.
In the fourth quarter alone, gross operating profit (EBITDA) amounted to €17,671 thousand, an increase against the prior year of €4,336 thousand (+32.5%), including the marginal impact of €92 thousand in negative foreign exchange differences.
The EBITDA margin reached 32.1%, an increase of 4.1 p.p. against the prior year. The result reflects the stronger operating leverage stemming from the efficiencies and increased productivity achieved in the area which boosted the positive effect of the excellent performance of revenues recorded in the fourth quarter.
Corporate
The net cost of centralized Corporate functions (corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8 amounted to €54,922 thousand in 2020 (3.5% of the revenues generated by the Group's sales and services), an increase of €5,839 thousand with respect to the prior year. This also reflects the restart of important corporate projects which had been suspended initially, in the first part of the year, in the wake of the pandemic, but which are key to the Group's future growth and call for the role of corporate functions to be gradually increased in order to enhance the efficiency of certain processes like procurement, for example.
In the fourth quarter alone the net cost of centralized Corporate functions amounted to €19,763 thousand (3.8% of the revenues generated by the Group's sales and services), down slightly against the comparison period by €105 thousand.
77
OPERATING PROFIT (EBIT)
| (€ thousands) | FY 2020 | FY 2019 | |||||
|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | ||
| Margine operativo (EBIT) | 168,500 | - | 168,500 | 201,305 | (24,214) | 177,091 | |
| (€ thousands) | FOURTH QUARTER 2020 | FOURTH QUARTER 2019 | |||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total |
Operating profit (EBIT) amounted to €168,500 thousand in 2020, a decrease of €8,591 thousand (-4.9%) with respect to the comparison period, including the negative foreign exchange differences of €1,012 thousand.
Margine operativo (EBIT) 88,835 - 88,835 76,596 (5,478) 71,118
The EBIT margin came to 10.8%, an increase of 0.6 p.p. against the comparison period.
No non-recurring expenses were incurred in the reporting period while in 2019 EBIT was impacted by non-recurring costs of €24,214 thousand relative to the integration of GAES. Net of this item EBIT would have come to €32,805 thousand (-16.3%), with an EBIT margin that was 0.8 p.p. lower than in the comparison period.
With respect to the gross operating profit (EBITDA), EBIT was also influenced by higher depreciation and amortization as a result of the incremental investments made in 2019, the opening of new stores, investments in IT systems, as well as higher amortization for right-of-use assets.
In the fourth quarter alone, operating profit (EBIT) amounted to €88,835 thousand (17.3% of sales and services), an increase against the comparison period of €17,717 thousand (+24.9%) including negative exchange differences of €488 thousand.
The EBIT margin came to 17.3%, an increase of 3.3 p.p. against 2019.
In the comparison period EBIT was impacted by non-recurring costs of €5,478 thousand relative to the integration of GAES. Net of this item EBIT would have come to €12,239 thousand (+16.0%), with an EBIT margin that was 2.2 p.p. higher than in the prior year.
The following table shows the breakdown of EBIT by segment:
| (€ thousands) | FY 2020 | EBIT Margin | FY 2019 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 156,989 | 14.0% | 152,439 | 12.2% | 4,550 | 3.0% |
| Americas | 44,561 | 17.9% | 52,549 | 18.4% | (7,988) | -15.2% |
| Asia Pacific | 33,062 | 18.1% | 30,486 | 16.2% | 2,576 | 8.4% |
| Corporate (*) | (66,112) | -4.3% | (58,383) | -3.4% | (7,729) | -13.2% |
| Total | 168,500 | 10.8% | 177,091 | 10.2% | (8,591) | -4.9% |
| (€ thousands) | Fourth quarter 2020 |
EBIT Margin | Fourth quarter 2019 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 87,602 | 22.9% | 71,440 | 19.0% | 16,162 | 22.6% |
| Americas | 14,686 | 19.5% | 15,512 | 18.9% | (826) | -5.3% |
| Asia Pacific | 10,207 | 18.5% | 6,694 | 14.1% | 3,513 | 52.5% |
| Corporate (*) | (23,660) | -4.6% | (22,528) | -4.4% | (1,132) | -5.0% |
| Total | 88,835 | 17.3% | 71,118 | 14.0% | 17,717 | 24.9% |
(*) Centralized costs are shown as a percentage of the Group's total sales.
The following table shows the breakdown of EBIT by segment with reference to the recurring transactions:
| (€ thousands) | FY 2020 | EBIT Margin | FY 2019 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 156,989 | 14.0% | 176,557 | 14.1% | (19,568) | -11.1% |
| Americas | 44,561 | 17.9% | 52,645 | 18.4% | (8,084) | -15.4% |
| Asia Pacific | 33,062 | 18.1% | 30,486 | 16.2% | 2,576 | 8.4% |
| Corporate (*) | (66,112) | -4.3% | (58,383) | -3.4% | (7,729) | -13.2% |
| Total | 168,500 | 10.8% | 201,305 | 11.6% | (32,805) | -16.3% |
| (€ thousands) | Fourth quarter 2020 |
EBIT Margin | Fourth quarter 2019 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 87,602 | 22.9% | 76,847 | 20.4% | 10,755 | 14.0% |
| Americas | 14,686 | 19.5% | 15,583 | 19.0% | (897) | -5.8% |
| Asia Pacific | 10,207 | 18.5% | 6,694 | 14.1% | 3,513 | 52.5% |
| Corporate (*) | (23,660) | -4.6% | (22,528) | -4.4% | (1,132) | -5.0% |
| Total | 88,835 | 17.3% | 76,596 | 15.1% | 12,239 | 16.0% |
(*) Centralized costs are shown as a percentage of the Group's total sales.
Europe, Middle-East and Africa
Operating profit (EBIT) amounted to €156,989 thousand In 2020, an increase of €4,550 thousand (+3.0%), including the positive foreign exchange differences of €548 thousand. The EBIT margin came to 14.0% (+1.8 p.p. against 2019).
In the comparison period EBIT was impacted by non-recurring costs of €24,118 thousand relative the GAES integration. Net of this item EBIT would have been €19.568 thousand lower (-11.1%), with an EBIT margin that was 0.1 p.p. lower than in the comparison period.
In the fourth quarter alone, operating profit (EBIT) amounted to €87,602 thousand, an increase against the comparison period of €16,162 thousand (+22.6%) including positive exchange differences which had a marginal impact of €263 thousand. The EBIT margin rose by 3.9 p.p. with respect to the comparison period, coming in at 22.9%.
The result for the period was impacted by non-recurring costs of €5,407 thousand relative to the integration of GAES. Net of this item EBIT would have reached €10,755 thousand (+14.0%), with an EBIT margin that was 2.5 p.p. higher than in the comparison period.
Americas
In 2020 operating profit (EBIT) was €7,988 thousand lower (-15.2%) than in the comparison period, coming in at €44,561 thousand, including positive foreign exchange differences of €1,082 thousand. The EBIT margin came to 17.9%, down 0.5 p.p. against 2019.
The results in the comparison period were impacted marginally (€96 thousand) by the non-recurring expenses incurred for the GAES integration in South America.
In the fourth quarter alone, operating profit (EBIT) amounted to €14,686 thousand, a decrease against the comparison period of €826 thousand (-5.3%), including the negative foreign exchange differences of €933 thousand.
The EBIT margin rose by 0.6 p.p. against the comparison period, coming in at 19.5%.
Asia Pacific
In 2020 operating profit (EBIT) rose €2,576 thousand (+8.4%) against the comparison period to €33,062 thousand, including the negative foreign exchange differences €484 thousand. The EBIT margin came to 18.1%, an increase of 1.9 p.p. compared to 2019.
In the fourth quarter alone, operating profit (EBIT) amounted to €10,207 thousand, an increase against the comparison period of €3,513 thousand (+52.5%), including the positive foreign exchange differences of €181 thousand.
The EBIT margin was 4.4 p.p. higher than in the comparison period, coming in at 18.5%.
Corporate
The net costs of centralized Corporate functions at the EBIT level amounted to €66,112 thousand in 2020 (4.3% of the revenues generated by the Group's sales and services), an increase of €7,729 thousand with respect to the comparison period.
In the fourth quarter alone, the net costs totaled €23,660 thousand (4.6% of the revenues generated by the Group's sales and services), an increase of €1,132 thousand against the comparison period.
PROFIT BEFORE TAX
| (€ thousands) | FY 2020 | FY 2019 | |||||
|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | ||
| Profit (loss) before tax | 139,325 | - | 139,325 | 174,353 | (24,214) | 150,139 | |
| (€ thousands) | IV TRIMESTRE 2020 | IV TRIMESTRE 2019 | |||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | ||
| Profit (loss) before tax | 81,622 | - | 81,622 | 69,359 | (5,478) | 63,881 |
Profit before tax amounted to €139,325 thousand in 2020, a drop of €10,814 thousand (-7.2%) with respect to the comparison period which reflects the decrease in EBIT described above and the increase in financial expenses stemming from the increase in gross debt in the wake of an important refinancing program aimed at safeguarding the Group by ensuring significant headroom which made it possible not only to face the difficult economic situation, particularly in the second quarter, but also to provide a safety net in the event of further lockdown measures should the pandemic worsen again. Please refer to the section on net financial debt and the relative explanatory notes for more information about the Group's new financial structure. The 2020 profit before tax was also impacted by the same effects of the Covid-19 pandemic described in greater detail in the section on EBITDA.
The 2019 result was impacted by the same non-recurring costs of €24,414 thousand commented on above. Net of this item, profit before tax would have been €35,028 thousand lower (-20.1%), while the gross profit margin would have reached 9.0%, an increase of 0.3 p.p. against the comparison period and 1.1 p.p. lower on a recurring basis.
In the fourth quarter alone profit before tax amounted to €81,622 thousand, an increase against the comparison period of €17,741 thousand (+27.8%). The gross profit margin came to 15.9% (+3.3 p.p. against the comparison period).
The result for fourth quarter 2019 was impacted by the same non-recurring costs of €5,478 thousand commented on above. Net of this item profit before tax would have been €12,263 thousand higher (+17.7%), with the gross profit margin up 2.2 p.p. against the prior period.
81
NET PROFIT ATTRIBUTABLE TO THE GROUP
| (€ thousands) | FY 2020 | FY 2019 | |||||
|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | ||
| Group net profit (loss) | 101,004 | - | 101,004 | 127,062 | (18,396) | 108,666 | |
| (€ thousands) | FOURTH QUARTER 2020 | FOURTH QUARTER 2019 | |||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | ||
| Group net profit (loss) | 59,897 | - | 59,897 | 51,379 | (4,377) | 47,002 |
The Group's net profit came to €101,004 thousand in 2020, down €7,662 thousand (-7.1%) against the comparison period, with a profit margin of 6.5% (+0.2 p.p. compared to the prior year).
This decrease is consistent with the profit before tax commented on above. The period tax rate was 27.5% compared to 27.7% in the comparison period.
The result posted in the prior year was impacted for €18,396 thousand by the same non-recurring costs commented on above, net of the tax effect. The decrease for recurring operations alone would have come to €26,058 thousand (-20.5%), with a profit margin that was 0.8 p.p. lower than in the prior year.
In the fourth quarter alone, the Group's net profit came to €59,897 thousand (11.7% of revenues from sales and services), an increase of €12,894 thousand (+27.4%) against the comparison period with the profit margin up by 2.4 p.p. Net of non-recurring expenses, net profit would have been €8,517 thousand higher (+16.6%) with the profit margin up 1.6 p.p. against the prior period.
BALANCE SHEET REVIEW
CONSOLIDATED BALANCE SHEET
BY GEOGRAPHICAL AREA (*)
| (€ thousands) | 12/31/2020 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Eliminations | Total | |
| Goodwill | 856,130 | 147,527 | 277,952 | - | 1,281,609 |
| Non-competition agreements, trademarks, customer lists and lease rights |
204,674 | 19,261 | 35,692 | - | 259,627 |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
70,030 | 22,381 | 9,148 | - | 101,559 |
| Tangible assets | 139,426 | 10,286 | 27,904 | - | 177,616 |
| Right-of-use assets | 350,449 | 20,586 | 38,303 | - | 409,338 |
| Financial fixed assets | 4,075 | 34,050 | - | - | 38,125 |
| Other non-current financial assets | 29,493 | 1,144 | 932 | - | 31,569 |
| Non-current assets | 1,654,277 | 255,235 | 389,931 | - | 2,299,443 |
| Inventories | 46,209 | 8,003 | 3,219 | - | 57,431 |
| Trade receivables | 132,556 | 32,883 | 16,921 | (13,300) | 169,060 |
| Other receivables | 91,990 | 4,855 | 2,404 | (38,716) | 60,533 |
| Current assets (A) | 270,755 | 45,741 | 22,544 | (52,016) | 287,024 |
| Operating assets | 1,925,032 | 300,976 | 412,475 | (52,016) | 2,586,467 |
| Trade payables | (132,707) | (39,462) | (22,167) | 13,300 | (181,036) |
| Other payables | (258,705) | (64,861) | (34,118) | 38,716 | (318,968) |
| Provisions for risks and charges (current portion) | (3,075) | (485) | - | - | (3,560) |
| Current liabilities (B) | (394,487) | (104,808) | (56,285) | 52,016 | (503,564) |
| Net working capital (A) - (B) | (123,732) | (59,067) | (33,741) | - | (216,540) |
| Derivative instruments | (5,908) | - | - | - | (5,908) |
| Deferred tax assets | 70,451 | 6,262 | 6,958 | - | 83,671 |
| Deferred tax liabilities | (65,876) | (18,783) | (10,491) | - | (95,150) |
| Provisions for risks and charges (non-current portion) | (20,175) | (28,734) | (856) | - | (49,765) |
| Liabilities for employees' benefits (non-current portion) | (23,185) | (135) | (699) | - | (24,019) |
| Loan fees | 7,941 | - | - | - | 7,941 |
| Other non-current liabilities | (128,363) | (10,562) | (2,436) | - | (141,361) |
| NET INVESTED CAPITAL | 1,365,430 | 144,216 | 348,666 | - | 1,858,312 |
| Group net equity | 800,883 | ||||
| Minority interests | 985 | ||||
| Total net equity | 801,868 | ||||
| Net medium and long-term financial indebtedness | 1,103,265 | ||||
| Net short-term financial indebtedness | (469,600) | ||||
| Total net financial indebtedness | 633,665 | ||||
| Lease liabilities | 359,143 | 22,885 | 40,751 | - | 422,779 |
| Total lease liabilities & net financial indebtedness | 1,056,444 | ||||
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL INDEBTEDNESS | 1,858,312 |
(*) The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.
| (€ thousands) | 12/31/2019 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Eliminations | Total | ||
| Goodwill | 839,802 | 126,418 | 249,291 | - | 1,215,511 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
224,288 | 10,189 | 35,830 | - | 270,307 | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
67,386 | 20,068 | 9,747 | - | 97,201 | |
| Tangible assets | 158,390 | 10,450 | 27,739 | - | 196,579 | |
| Right-of-use assets | 361,739 | 18,300 | 38,390 | - | 418,429 | |
| Financial fixed assets | 3,797 | 41,090 | - | 44,887 | ||
| Other non-current financial assets | 30,833 | 389 | 1,060 | - | 32,282 | |
| Non-current assets | 1,686,235 | 226,904 | 362,057 | - | 2,275,196 | |
| Inventories | 55,834 | 4,433 | 4,325 | - | 64,592 | |
| Trade receivables | 156,933 | 44,125 | 19,179 | (15,018) | 205,219 | |
| Other receivables | 64,690 | 6,811 | 7,631 | (3,134) | 75,998 | |
| Current assets (A) | 277,457 | 55,369 | 31,135 | (18,152) | 345,809 | |
| Operating assets | 1,963,692 | 282,273 | 393,192 | (18,152) | 2,621,005 | |
| Trade payables | (127,909) | (40,928) | (23,571) | 15,018 | (177,390) | |
| Other payables | (247,315) | (18,056) | (22,590) | 3,134 | (284,827) | |
| Provisions for risks and charges (current portion) | (3,650) | (592) | - | (4,242) | ||
| Current liabilities (B) | (378,874) | (59,576) | (46,161) | 18,152 | (466,459) | |
| Net working capital (A) - (B) | (101,417) | (4,207) | (15,026) | - | (120,650) | |
| Derivative instruments | (8,763) | - | - | - | (8,763) | |
| Deferred tax assets | 73,434 | 3,400 | 4,593 | - | 81,427 | |
| Deferred tax liabilities | (70,398) | (21,265) | (10,448) | - | (102,111) | |
| Provisions for risks and charges (non-current portion) | (17,620) | (32,406) | (264) | - | (50,290) | |
| Liabilities for employees' benefits (non-current portion) | (24,143) | (130) | (1,008) | - | (25,281) | |
| Loan fees | 1,611 | - | - | - | 1,611 | |
| Other non-current liabilities | (133,005) | (8,714) | (1,982) | - | (143,701) | |
| NET INVESTED CAPITAL | 1,405,934 | 163,582 | 337,922 | - | 1,907,438 | |
| Group net equity | 695,031 | |||||
| Minority interests | 1,084 | |||||
| Total net equity | 696,115 | |||||
| Net medium and long-term financial indebtedness | 752,648 | |||||
| Net short-term financial indebtedness | 34,050 | |||||
| Total net financial indebtedness | 786,698 | |||||
| Lease liabilities | 365,526 | 19,732 | 39,367 | - | 424,625 | |
| Total lease liabilities & net financial indebtedness | 1,211,323 | |||||
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL INDEBTEDNESS | 1,907,438 |
While initially all non-essential investments were suspended in the wake of the Covid-19 outbreak, which peaked in the period March-June 2020, in the third quarter Amplifon began to reinvest in the business again as soon as external conditions allowed. The investments continued in the fourth quarter despite the surge in a second wave of infections and the restrictive measures implemented in the various markets.
Consistent with its network growth strategy, Amplifon continued with the development of its distribution network, by opening new stores, as well as renewing and relocating existing ones for a total investment of almost €20.5 million.
Significant investments were also made in information technology where increased customer focus and the desire to increase control of operations fueled the significant work done on both technological infrastructures and in-store systems to support the Amplifon Product Experience (which has redefined Amplifon's entire customer journey) and the operating and back office processes with the implementation of a new ERP system based on the new cloud technology, which will gradually be used by the whole Group (to the benefit of HR, Procurement and Administration and Finance functions and activities), as well as the use of advanced business intelligence technologies.
NON-CURRENT ASSETS
Non-current assets amounted to €2,299,443 thousand at 31 December 2020, an increase of €24,247 thousand against the €2,275,196 thousand recorded at 31 December 2019.
The changes in the period are explained (i) for €60,835 by capital expenditure (ii) for €70,266 thousand by the recognition of right-of-use assets acquired in the period; (iii) for €122,072 thousand by acquisitions; (iv) for €202,456 thousand by depreciation, amortization and impairment which includes the amortization of the above right-of-use assets; (v) for €26,470 thousand by other net decreases relating primarily to negative exchange differences.
The following table shows the breakdown of non-current assets by geographical segment:
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change | |
|---|---|---|---|---|
| Goodwill | 856,130 | 839,802 | 16,328 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
204,674 | 224,288 | (19,614) | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
70,030 | 67,386 | 2,644 | |
| EMEA | Tangible assets | 139,426 | 158,390 | (18,964) |
| Right-of-use assets | 350,449 | 361,739 | (11,290) | |
| Financial fixed assets | 4,075 | 3,797 | 278 | |
| Other non-current financial assets | 29,493 | 30,833 | (1,340) | |
| Non-current assets | 1,654,277 | 1,686,235 | (31,958) | |
| Goodwill | 147,527 | 126,418 | 21,109 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
19,261 | 10,189 | 9,072 | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
22,381 | 20,068 | 2,313 | |
| Americas | Tangible assets | 10,286 | 10,450 | (164) |
| Right-of-use assets | 20,586 | 18,300 | 2,286 | |
| Financial fixed assets | 34,050 | 41,090 | (7,040) | |
| Other non-current financial assets | 1,144 | 389 | 755 | |
| Non-current assets | 255,235 | 226,904 | 28,331 | |
| Goodwill | 277,952 | 249,291 | 28,661 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
35,692 | 35,830 | (138) | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
9,148 | 9,747 | (599) | |
| Asia Pacific | Tangible assets | 27,904 | 27,739 | 165 |
| Right-of-use assets | 38,303 | 38,390 | (87) | |
| Financial fixed assets | - | - | - | |
| Other non-current financial assets | 932 | 1,060 | (128) | |
| Non-current assets | 389,931 | 362,057 | 27,874 |
Europe, Middle-East and Africa
Non-current assets amounted to €1,654,277 thousand at 31 December 2020, a decrease of €31,958 thousand against the €1,686,235 thousand recorded at 31 December 2019. The change is explained:
- for €21,378 thousand, by investments in plant, property and equipment, relating primarily to the opening of new and renewal of existing stores;
- for €21,347 thousand, by investments in intangible assets, relating primarily to the new business transformation ERP cloud system for back office functions (Human Resources, Procurement, Administration and Finance) and upgrades of the front office and customer experience systems;
- for €60,387 thousand, by right-of-use assets;
- for €28,905 thousand, by acquisitions made in the period;
- for €159,730 thousand, by amortization, depreciation and impairment which includes the amortization and depreciation of the right-of-use assets referred to above;
- for €4,245 thousand, by other net decreases relating mainly to negative exchange differences.
Americas
Non-current assets amounted to €255,235 thousand at 31 December 2020, an increase of €28,331 thousand against the €226,904 thousand recorded at 31 December 2019. The change is explained:
- for €1,461 thousand, by investments in plant, property and equipment;
- for €7,032 thousand, by investments in intangible assets;
- for €2,475 thousand, by right-of-use assets;
- for €12,985 thousand, by amortization and depreciation which includes the amortization and depreciation of the right-of-use assets referred to above;
- for €53,200 thousand, by acquisitions made in the period;
- for €22,852 thousand, by other net decreases relating mainly to negative exchange differences.
Asia Pacific
Non-current assets amounted to €389,931 thousand at 31 December 2020, an increase of €27,874 thousand against the €362,057 thousand recorded at 31 December 2019.
The increase is explained:
- for €7,269 thousand, by investments in plant, property and equipment;
- for €2,348 thousand, by investments in intangible assets;
- for €7,404 thousand, by right-of-use assets;
- for €29,741 thousand, by amortization and depreciation which includes the amortization and depreciation of the right-of-use assets referred to above;
- for €39,967 thousand by acquisitions;
- for €627 thousand, by other net decreases relating mainly to negative exchange differences.
NET INVESTED CAPITAL
Net invested capital came to €1,858,312 thousand at 31 December 2020, a decrease of €49,126 thousand against the €1,907,438 thousand recorded at 31 December 2019.
This decline is attributable to a decrease in working capital, partially offset by the rise in non-current assets described above.
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| EMEA | 1,365,430 | 1,405,934 | (40,504) |
| Americas | 144,216 | 163,582 | (19,366) |
| Asia Pacific | 348,666 | 337,922 | 10,744 |
| Total | 1,858,312 | 1,907,438 | (49,126) |
The following table shows the breakdown of net invested capital by geographical area.
Europe, Middle-East and Africa
Net invested capital came to €1,365,430 thousand at 31 December 2021, a decrease of €40,504 thousand against the €1,405,934 thousand recorded at 31 December 2019.
This decline is attributable to the change in non-current assets described above, along with a decrease in working capital.
Factoring without recourse in the period involved trade receivables with a face value of €58,716 thousand (€75,222 thousand in the same period of the prior year) and tax credits (VAT and IRES) with a face value of €9,500 thousand (€31,402 thousand in the prior year).
Americas
Net invested capital came to €144,216 thousand at 31 December 2020, a decrease of €19,366 thousand against the €163,582 thousand recorded at 31 December 2019.
This decline is attributable entirely to a decrease in working capital mainly due to payables for dividends that the American entity has to pay to the holding during 2021, partially offset by the increase in non-current assets described above.
Asia Pacific
Net invested capital came to €348,666 thousand at 31 December 2020, an increase of €10,744 thousand against the €337,922 thousand recorded at 31 December 2019.
This increase stems from the change in non-current assets described above, partially offset by a decrease in working capital.
NET FINANCIAL POSITION
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Net medium and long-term financial indebtedness | 1,103,265 | 752,648 | 350,617 |
| Net short-term financial indebtedness | 75,427 | 172,421 | (96,994) |
| Cash and cash equivalents | (545,027) | (138,371) | (406,656) |
| Net financial indebtedness | 633,665 | 786,698 | (153,033) |
| Lease liabilities – current portion | 85,429 | 81,585 | 3,844 |
| Lease liabilities – non-current portion | 337,350 | 343,040 | (5,690) |
| Lease liabilities | 422,799 | 424,625 | (1,846) |
| Total lease liabilities & net financial indebtedness | 1,056,444 | 1,211,323 | (154,879) |
| Group net equity | 800,883 | 695,031 | 105,852 |
| Minority interests | 985 | 1,084 | (99) |
| Net Equity | 801,868 | 696,115 | 105,753 |
| Financial indebtedness/Group net equity | 0.80 | 1.13 | |
| Financial indebtedness/Net equity | 0.80 | 1.13 | |
| Financial indebtedness/EBITDA | 1.63 | 1.90 |
Net financial indebtedness, excluding lease liabilities, amounted to €633,665 thousand at 31 December 2020, a decrease of €153,033 thousand with respect to 31 December 2019.
In a period, which was profoundly affected by the Covid-19 pandemic Amplifon implemented a series of initiatives and actions which made it possible for the Group to better manage its financial position, further strengthening its structure and solidity. More in detail:
- the company resolved not to proceed with the payment of a dividend to shareholders, allocating the entire profit for 2019 as retained earnings;
- a series of measures were adopted which focused on cost containment, reducing and redefining investments, quickly accessing all the tools made available by the governmental authorities, along with other operational initiatives and the management of working capital which made it possible for free cash flow to reach €256,880 thousand (€149,871 thousand in the prior year);
- the Group's financial structure and liquidity position were further strengthened by finalizing debt refinancing, extending maturities and gathering new financing for a total of more than €1 billion. More in detail:
- at the beginning of February, a €350 million 7-year Eurobond was issued in order to refinance the next maturities well in advance;
- €180 million in existing bilateral loans were renegotiated, the maturities were extended from 2021-2022 to 2024-2025 and the amount was increased by €80 million;
- an additional €203 million in long-term loans were stipulated, expiring between 2023 and 2025;
- government Covid-19 loans were requested and granted for €35.5 million, of which €30.5 million utilized (€30 million in France and €0.5 million is Switzerland) and €5 million available (entirely in Switzerland);
- €65 million in new long-term irrevocable credit facilities (expiring in 2024 and 2025) were granted and the expiration of €90 million in credit lines was extended from 2021 to 2025.
At 31 December the Group had available liquidity of €545,027 versus total net financial indebtedness €633,665 thousand, net of lease liabilities.
Long-term debt amounts to €1,103,265 thousand, €32,262 thousand of which reflects the long- term portion of deferred payments for acquisitions. The increase in the period of €350,617 thousand is attributable to the transactions carried out to strengthen the financial structure described above, net the repayment of a portion of the syndicated loan used for the GAES acquisition (approximately €305,000 thousand).
The short-term portion of debt amounts to €75,427 thousand and is €96,994 thousand lower due mainly to the repayment of hot money drawn at 31.12.2019 using part of the new liquidity derived from the transactions described above, and includes: the short-term portion of the syndicated loan used to finance the GAES acquisition (€39,750 thousand), the short-term portion of other long-term bank loans (€25,846 thousand), interest payable on bank loans, the Eurobond (€3,478 thousand) and the private placement (€1,702 thousand) and the best estimate of the deferred payments for acquisitions (€6,693 thousand).
89
The chart below shows the debt maturities compared to the €545 million in available liquidity and the unutilized portions of irrevocable credit lines which amount to €265 million, as well as the €225 million in other available credit lines.
DEBT MATURITY & CASH EQUIVALENTS AT 12.31.2020
Interest payable on financial indebtedness amounted to €18,042 thousand at 31 December 2020, versus €14,589 thousand at 31 December 2019.
Interest payable on leases recognized in accordance with IFRS 16 amounted to €10,428 thousand versus €11,357 thousand at 31 December 2019.
Interest receivable on bank deposits came to €182 thousand at 31 December 2020 versus €201 thousand at 31 December 2019.
The reasons for the changes in net debt are described in the next section on the statement of cash flows.
RECLASSIFIED CASH FLOW STATEMENT
The reclassified statement of cash flows shows the change in net financial indebtedness from the beginning to the end of the period.
Pursuant to IAS 7, the consolidated financial statements include a statement of cash flows that shows the change in cash and cash equivalents from the beginning to the end of the period.
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net profit (loss) attributable to the Group | 101,004 | 108,666 |
| Minority interests | 58 | (142) |
| Amortization, depreciation and impairment: | ||
| • Intangible fixed assets | 63,399 | 60,927 |
| • Tangible fixed assets | 49,183 | 44,525 |
| • Right-of-use assets | 89,885 | 88,047 |
| Total amortization, depreciation and impairment | 202,467 | 193,499 |
| Provisions, other non-monetary items and gain/losses from disposals | 24,799 | 26,770 |
| Group's share of the result of associated companies | 311 | (370) |
| Financial income and charges | 28,863 | 27,322 |
| Current and deferred income taxes | 38,264 | 41,615 |
| Change in assets and liabilities: | ||
| • Utilization of provisions | (9,177) | (7,822) |
| • (Increase) decrease in inventories | 942 | (2,960) |
| • Decrease (increase) in trade receivables | 32,872 | (33,251) |
| • Increase (decrease) in trade payables | 5,648 | 3,244 |
| • Changes in other receivables and other payables | 21,109 | 34,101 |
| Total change in assets and liabilities | 51,394 | (6,688) |
| Dividends received | 2 | 188 |
| Net interest charges | (25,825) | (24,122) |
| Taxes paid | (34,461) | (46,983) |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities |
386,876 | 319,755 |
| Repayment of lease liabilities | (72,802) | (81,006) |
| Cash flow generated from (absorbed) by operating activities | 314,074 | 238,749 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (30,728) | (40,600) |
| Purchase of tangible fixed assets | (30,108) | (50,513) |
| Consideration from sale of tangible fixed assets and businesses | 3,642 | 2,235 |
| Cash flow generated from (absorbed) by investing activities | (57,194) | (88,878) |
| Cash flow generated from operating and investing activities (Free cash flow) | 256,880 | 149,871 |
| Business combinations (*) | (89,199) | (66,860) |
| (Purchase) sale of other investments and securities | - | 378 |
| Net cash flow generated from acquisitions | (89,199) | (66,482) |
| Cash flow generated from (absorbed) by investing activities | (146,393) | (155,360) |
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| FINANCING ACTIVITIES: | ||
| Fees paid on medium/long-term financing | (7,709) | - |
| Other non-current assets and derivatives | 287 | 2,678 |
| Dividends | - | (30,939) |
| Capital increases (reduction), third parties' contributions in subsidiaries and dividends paid to third parties by the subsidiaries |
(306) | (134) |
| Cash flow generated from (absorbed) by financing activities | (7,728) | (28,395) |
| Changes in net financial indebtedness | 159,953 | 54,994 |
| Net financial indebtedness at the beginning of the period | (786,698) | (840,856) |
| Effect of activities dismissal on net financial indebtedness | - | (42) |
| Effect of exchange rate fluctuations on net financial indebtedness | (6,920) | (794) |
| Changes in net indebtedness | 159,953 | 54,994 |
| Net financial indebtedness at the end of the period | (633,665) | (786,698) |
(*) The item refers to the net cash flows used in the acquisition of businesses and equity investments.
The change in net financial debt of €153,033 thousand is attributable to:
(i) Investing activities:
- capital expenditure on property, plant and equipment and intangible assets of €60,836 thousand relating primarily to the new business transformation system for back office functions (Human Resources, Procurement, Administration and Finance), investments in front office and customer experience systems, as well as the opening, renewal and repositioning of stores consistent with Amplifon's new brand image. The decrease in investments with respect to the prior year reflects the suspension of all non-essential capex during the most severe phase of Covid-19, namely in the period March-August;
- acquisitions amounting to €89,199 thousand, including the impact of the acquired companies' debt and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years;
- net proceeds from the disposal of assets of €3,642 thousand.
(ii) Operating activities:
- cash flow generated by operations of €447,162 thousand.
- While cash flow generation was inevitably impacted by the drop in sales, it did benefit from the Group's actions on cash flow maximization, as well as €63,686 thousand in governmental assistance with the cost of labor, delayed tax payments and pension contributions, as well as lower rents. These benefits were, however, partially offset by higher outflows linked to the pandemic of around €9,584 thousand (including the personal protective equipment, sanitization and the cost of personnel at closed stores not covered by social plans);
- interest payable on financial indebtedness and other net financial expenses of €25,825 thousand;
- payment of taxes amounting to €34,461 thousand, which was less than the prior year thanks also to the deferred payments granted by the different governmental authorities in light of the Covid-19 outbreak;
- payment of principle on lease obligations of €72,802 thousand, after concessions and deferments obtained as a result of Covid-19 lease negotiations of around €11,836 thousand.
- (iii) financing activities, which were negative for some €7,728 thousand, due largely to the payment of fees for the bond issue (Eurobond 2020-2027), the new credit lines (€7,709 thousand) and the early termination of a derivative (€704 thousand) connected to the refinancing described above, and the dividends paid to minorities by the subsidiaries (€306 thousand). These outflows are partially offset by the other non-current assets positive inflow equal to €991 thousand.
Non-recurring transactions of €1,101 thousand, attributable to the costs incurred for the GAES integration activities carried out in 2019, had a negative impact on cash flow in 2020.
ACQUISITION OF COMPANIES AND BUSINESSES
In order to protect cash flow from the financial impact of the Covid-19 outbreak, M&A activity was temporarily suspended as of March and subsequently resumed in the fourth quarter of 2020. In the year the Group continued with external growth and acquired 212 points of sale for a total cash-out of €89,199 thousand, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years.
More in detail during the FY 2020:
- 5 points of sale were acquired in France;
- 17 points of sale were acquired in Germany;
- 6 points of sale, that were previously part of the indirect channel, were acquired in Belgium;
- 14 points of sale and 1 customer list were acquired in Spain;
- 110 points of sale that were previously part of the indirect channel were acquired in the United States following the acquisition of one of Miracle-Ear's biggest franchisees;
- 54 new points of sale were added to the Group as a result of the acquisition of Attune Hearing Pty Ltd in Australia;
- 6 points of sale were acquired in China.
93
STATEMENT OF CHANGES BETWEEN THE NET EQUITY AND THE RESULTS OF THE PARENT COMPANY AMPLIFON S.P.A. AND THE NET EQUITY AND THE RESULTS OF THE GROUP FOR THE PERIOD AS AT DECEMBER 31 ST, 2020
| (€ thousands) | Net equity | Net result |
|---|---|---|
| Net equity and year-end result as reported in the Parent company's financial statements |
639,052 | 67,131 |
| Elimination of carrying amount of consolidated investments: |
||
| • difference between carrying amount and the pro-quota value of net equity |
35,164 | - |
| • pro-quota results reported by the subsidiaries | 126,929 | 126,929 |
| • pro-quota results reported by investments valued at equity |
1,776 | (311) |
| Elimination of the effects of intercompany transactions: |
||
| • elimination of impairment net of reversals of investments and intercompany receivables |
- | 4,428 |
| • intercompany dividends | - | (97,399) |
| • intercompany profits included in the year-end value of inventories net of fiscal effect |
(704) | 263 |
| • exchange differences and other changes | (349) | 21 |
| Net equity and year-end result as stated in the consolidated financial statements |
801,868 | 101,062 |
| Minority equity and result for the year | 985 | 58 |
| Group net equity and result for the year | 800,883 | 101,004 |
RISK MANAGEMENT
Correct risk management allows for better informed business decisions, reduces the gaps between actual results and targets, and creates a competitive advantage. We, therefore, pay the utmost attention to risk management: for this reason, we have implemented the most advanced systems that are in line with the best practices for internal control and risk management systems, as well as with the recommendations in the Corporate Governance Code for listed companies.
The risk management system does not consist solely in the identification and assessment of the main events, occurrences and circumstances that could negatively impact the ability to reach targets, but also in the determination of how to respond to the main risks in order to mitigate the effects and create opportunities, if possible. It is, therefore, a complex and ongoing activity.
Risk management is carried out, coordinated and supported by the Group Internal Audit and Risk Management Officer who works throughout the year with all of the Group's management, provides updates and carries out reviews every six months as to the Group's main risks. The Group Risk and Compliance Officer works constantly and directly with the Country General Managers, their leadership teams and the Corporate divisions.
As of 2019 environmental, social and governance risks are subject to the same process.
In 2020 special attention was paid to the potential impact of the pandemic, including on company processes. After a very positive beginning of the year, the Group's performance was severely impacted by the pandemic, the adoption of severe restrictive measures in the period March-June. In order to
offset the pandemic's impact on financial and economic results, beginning in March we immediately adopted a timely plan of action in order to reduce costs, maximize cash generation and safeguard our net financial position, further strengthening the financial structure by refinancing credit lines. These actions, along with investments in marketing, facilitated a decided recovery in the sales in the third and fourth quarters, a significant improvement in profitability and the maximization of cash flow generation, testimony to the effectiveness of the actions taken at the inception of the crisis.
GLOBAL ECONOMIC ENVIRONMENT AND RISKS CONNECTED TO THE PERFORMANCE OF THE COMPANY'S BUSINESS AND THE UNCERTAINTY STEMMING FROM THE IMPACT OF COVID-19
Beginning in March 2020, following the spread worldwide of the respiratory syndrome referred to as SARS-CoV-2 and the relative Covid-19 pathology, the authorities in a majority of the Countries, including the Italian government, adopted restrictive measures aiming to contain the spread of the pandemic. The most significant include limited and controlled mobility and the closure of manufacturing facilities, offices and stores. Even though hearing care services were categorized as essential services by the governments in a majority of the countries in which Amplifon operates and the stores were, therefore, allowed to operate, the adoption of the lockdown measures caused a generalized drop in Amplifon's store traffic and, consequently, in revenues in the period March-June.
The Group, therefore, immediately defined and implemented, beginning already in March, a decisive plan of action aiming to protect the health and safety of its people and customers, as well as limit the economic-financial impact.
More in detail, in order to safeguard the health and safety of its people and customers and guarantee continuous customer support and services, the Group adopted a rigorous operating protocol in order to guarantee maximum safety inside its stores, as well as remote working procedures for back-office personnel.
To offset the impact on the economic and financial results, as well as on profitability, the Company also implemented, again beginning in March and above all in the second quarter, actions on costs which included:
- optimization of labor costs thanks to the use of government safety networks and other forms of public employment support tools which were already in place or implemented specifically in the Countries in which the Group operates, proportional reduction in variable compensation, voluntary pay cuts by management and other measures;
- reduction of marketing costs;
- suspension of discretional costs and renegotiation of a number of supply agreements and leases.
In order to maximize cash generation and safeguard its net financial position, the Company also temporarily suspended, particularly in the second quarter, all non-essential capex and M&A activity, in addition to allocating the entire profit for the year as retained earnings as approved by shareholders during the Shareholders' Meeting held on 24 April 2020. Lastly, Amplifon finalized a series of transactions in order to strengthen the Group's financial structure and liquidity position by refinancing debt, extending maturities and gathering new financing for a total of more than €1 billion which allowed the Company to close 2020 with a strong liquidity position of over €800 million, including cash on balance sheet and undrawn committed revolving facilities.
In light of the above, the Company recorded consolidated revenues of €1,555.5 million in the
year, down 9.3% at constant exchange rates compared to 2019 due to the impact of the health crisis, but with a performance above the reference market and showing strong improvement in the second half of the year, testimony to the resilience of the business. EBITDA amounted to €371 million, with the margin about 110 basis points higher than in 2019, coming in at 23.8%. Net profit came to €101 million compared to the recurring net profit of €127.1 million and as reported net profit of €108.7 million recorded in 2019. Net financial debt amounted to €633.8 million at 31 December 2020, showing strong improvement against the €786.7 million reported at 31 December 2019.
Therefore in 2020, in the face of revenues that dropped as a result of the pandemic, mainly in the second quarter, but returned to growth beginning in the third quarter and outpaced the reference market, the Company reported a significant increase in profitability and lowered net financial debt which demonstrates the effectiveness of the measures undertaken since the inception of the crisis.
Currently it is still not possible to estimate the duration of the pandemic and the restrictive measures implemented to limit further infections. The timing and the effectiveness of the vaccination plans being implemented in the different countries is also not clear and, therefore, it is not possible to predict the effect that the continuation of the pandemic will have on global and domestic economic activities, as well as on the Group's business. More specifically, in the event of subsequent waves of Covid-19 and other infectious diseases, the national authorities could reinstate all or part of the restrictive measures which could have further negative repercussions for global and domestic trade, as well as the Group's business. We also cannot exclude that if the global market conditions should deteriorate, resulting in, for example, a prolonged recession in Europe and the United States, or worldwide, due to COVID-19, the economic and financial situation of the Company and Group could be compromised, even though Amplifon operates in a market segment that is generally less sensitive than others to fluctuations in the general economic cycle, even at times of crisis or economic uncertainty.
STRATEGIC RISKS
Strategic risks are those that are typical of any given business. If managed correctly they can be the source of a competitive advantage or, conversely, they can compromise the ability to reach targets.
Increased competition
The retail hearing care market is expected to grow over the medium/long-term, consistent with the aging of the population and the increased penetration of hearing solutions thanks to increased knowledge and the consumer's greater healthcare awareness. This market is also still particularly fragmented, but there has been some consolidation due to vertical integration of hearing aid manufacturers, expansion of market players (including Amplifon). It is possible, therefore, that competition could increase in the next few years.
The Amplifon Group's main competitors are the specialty retailers, which include the manufacturers of downstream integrated hearing aids, and non-specialty retailers (like optical chains, pharmacies and big box stores) which are generally low-cost providers currently found mainly in Australia, the Netherlands, USA, France and New Zealand.
It's likely, therefore, that these players will continue to pursue a strategy focused on expansion which could potentially erode market share and margins, as well as increase competition in the recruiting and retention of hearing aid specialists. With regard to the steps taken to mitigate the competition of low-cost providers in the recruiting and retention of hearing aid specialists please refer to the section "Human resources and the Group's medium/long-term sustainable growth".
Lastly, competition could also increase as a result of the arrival of new players due to, for example,
regulatory changes which result in less stringent qualifications for hearing aid specialists or greater access to qualified store personnel.
To address this risk the Amplifon Group is focusing its strategy on strong brand recognition and providing high quality service through a very unique and innovative customer experience. Toward this end, the Group uses sales protocols focused on excellence in customer service (Amplifon 360) and an increasingly customer-centric approach which enhances the Amplifon Product Experience (APE). APE consists in Amplifon brand products and a multichannel ecosystem based on which the first point of contact is through the app.
Technological changes in products and/or the operating model
The development of an alternative to the hearing aid as a remedy for hearing loss (e.g., surgical techniques or the use of pharmaceuticals) would have a very significant impact, but the risk is considered remote.
Amplifon stands out for the quality of the customer assistance provided during the sales process and the personalization of its hearing solutions, combining technology with a human touch in order to provide customers with the best service possible and, at the same time, build strong brand differentiation.
In order to monitor and increase customer service and satisfaction, the Company has not only developed a new store protocol, but is also investing significant resources in the development of its own product line and technologies, as well as tools, in order to remain in constant contact with its customers. For this reason, the Company pays great attention to changes in the features and capabilities of hearing aids in order to provide an even better "customer experience".
Investments in Marketing
Amplifon's strategy calls for significant investment in marketing. These investments focus mainly on advertising on all media channels, including digital, with a view to further strengthening its brand, on advanced Customer Relationship Management (CRM) systems and campaigns to ensure unique and personalized experiences for its customers, as well as on the technological innovation program which leverages on Amplifon brand products and the multi-channel eco-system (together referred to as the "Amplifon Product Experience") to provide a complete value proposition, comprising product, service and experience.
Increased sector competition could result in a generalized increase in marketing investments which would be less effective and more costly.
The company could, therefore, find itself in a situation which calls for greater investments in marketing in order to reach the targets for organic growth.
In order to address this possible change in competition, in addition to counting on its market leadership position, the Amplifon Group has also set targets for the efficiency and effectiveness of its global marketing investments. These investments and the relative returns are monitored carefully.
OPERATIONAL RISKS
Operational risks are those inherent in the business's organization and processes.
Human resources and the Group's sustainable medium/long-term growth1
In order to achieve its medium/long-term goal for growth, the Group must be able to attract, develop and retain the best talent in, above all, the key managerial positions and qualified store personnel, including internationally.
Toward this end Amplifon is striving to be the "employer of choice" and is investing heavily in both the development of a unique and innovative Employer Branding, as well as in talents through specific recruiting initiatives and professional development programs designed to ensure the access to rapidly changing core competencies.
Similarly, the company has developed and renewed the Global Career Website and the local career sites in order to facilitate the recruiting of talents versed in the latest areas of expertise (for example, data scientists, digital economy, artificial intelligence). With regard specifically to the recruiting and retention of qualified store personnel, partnerships with universities are maintained, and great attention is paid to continuous, high quality training and professional development. Lastly, "ad hoc" compensation mechanisms and incentives are used when examining performance.
In order to guarantee success in the medium/long-term, global, local and divisional talent mapping and succession planning are carried out regularly. Amplifon is also committed to analyzing and anticipating future needs for key roles, including with a view to the growth of the business and changes in the core market.
The level of efficiency achieved by the Company in relation to these elements is monitored constantly by evaluating KPIs like the readiness of the succession plans for upper management, the average time it takes to fill a vacant position, the turnover of positions and talents that Amplifon considers important and strategic.
Implementation of the new ERP system
Consistent with the Group's evolution, at the beginning of 2019 the implementation of a cutting-edge cloud technology project was launched. The technology strives to simplify, optimize and integrate the back-end operating processes relating, in particular, to finance, human resources and purchasing. The Group's roll-out plan was kicked off in January 2020.
Typically, these projects are very invasive for organizations, characterized by complexity and uncertainty. More in detail, the main critical areas identified include: (i) technological problems during the roll-out phase; (ii) management of local characteristics; (iii) change management.
To address these critical areas, Amplifon equipped itself with the internal and external resources needed for the project to succeed.
More in detail, before the system roll-out, specific Hypercare Teams were created in order to assist and monitor the users in the correct execution of all the in-scope processes; back up activities were identified for each process and Rescue Teams for key processes, if needed, were identified.
A robust training program was also developed in order to train system users and assist with change management.
1 - This risk was identified as material also for the purposes of the Company's Non-Financial Disclosure Statement.
Cyber Security and data protection2
The growing use of global networks to also manage enterprise's technological infrastructures (including the social networks), increases the Company's exposure to different types of internal and external IT risks. The most significant of these is the risk of cyber-attacks which can be targeted or generic and which constitute a constant threat.
Amplfion monitors potential threats every day and works to prevent, as well as minimize, the impact that these attacks could have.
Activities are carried out and updated constantly which strive to:
- guarantee business continuity;
- prevent the loss of data and information;
- protect the reputation;
- prevent financial losses;
- ensure compliance with the laws protecting personal data (including the GDPR General Data Protection Regulation – in the European Union, as well as local regulations, and the highest data protection standards in all the countries in which the Group operates).
These activities include (i) implementing procedures, processes and systems which strengthen the IT infrastructure (Multi-factor authentication systems, anti- phishing systems, blocked access to suspect websites, network protection); (ii) continuous updating of the Business Continuity and Disaster Recovery plans; (iii) cyber security training for Company personnel; (iv) stipulation of specific insurance policies; (v) data encryption.
REGULATORY RISK
Regulatory risk stems from changes in the laws and regulations within the different markets in which the Company operates.
Changes in the regulatory environment
The Amplifon Group operates in the "medical" sector which is regulated differently in different countries. The areas which are the most relevant for Amplifon relate to: i) coverage by national health agencies or insurance companies; ii) the sale and distribution of hearing aids and, more specifically, the requisites and qualifications of the professionals who may select, apply and sell hearing solutions; iii) technical aspects of the hearing aids, which are considered medical devices in all of the countries where the Group operates. A change in regulations (for example, in reimbursement conditions, in the scope of and access to insurance coverage, in the role of the ENT doctors and hearing aid specialists, in the qualifications needed to sell hearing aids and related services) does and will continue to have a direct, and potentially significant, negative or positive impact on performances depending on the type of change.
In the past these changes have affected Switzerland, the Netherlands, New Zealand, Australia Germany, and also France. in 2019.
With regard to the changes in the qualifications needed to sell hearing aids, in 2017 a law, the "Over the Counter Hearing Aid Act", was passed in the United States which creates a separate category of hearing aids that may be sold over-the-counter (OTC) to adults over the age of 18 with mild hearing loss without first consulting a hearing aid specialist. The Food and Drug Administration (FDA) is currently in the process of finalizing the regulation governing implementation. This regulation was originally supposed to be introduced in August 2020 but there was a delay attributable to the pandemic. It is probable that the regulation will not be actually implemented until mid-2022. While to date the most plausible scenario is that the introduction of the OTC
2 - This risk was identified as material also for the purposes of the Company's Non-Financial Disclosure Statement.
devices will have a limited impact on our business, an increase in competition and new players cannot be excluded.
Amplifon adopted a series of measures which ensure the ability to react to any regulatory changes in a timely manner by instituting a Regulatory Affairs division. This division is responsible for: (i) developing and ensuring constant monitoring of the regulatory changes and their status in all the countries in which the Group operates; (ii) defining who is charge (locally or on a corporate level) of managing current or potential problems; (iii) developing, including with the support of external experts, plans for addressing the main issues and assist in the preparation of local plans, while also monitoring the progress made; (iv) developing and coordinating the Group's external communication strategy and participating actively in discussions, associations and organizations in order to make the sector voice heard.
The Regulatory Affairs division is a Corporate division (with Corporate guidelines and priorities), but works with Country and regional professionals in order to directly monitor the local realities and implement plans of action.
FINANCIAL RISKS
With a view to structured management of treasury activities and financial risks, in 2012 the Group had already adopted a Treasury Policy which contains guidelines for the management of:
- currency risk
- interest rate risk
- credit risk
- price risk
- liquidity risk
This policy is updated periodically in order to guarantee proactive risk management.
Currency risk
This includes the following types of risk:
- foreign exchange transaction risk, that is the risk that the value of a financial asset or liability, a forecasted transaction or a firm commitment, fluctuates due to changes in exchange rates;
- foreign exchange translation risk, that is the risk that the translation of the assets, liabilities, costs and revenues relating to net investment in a foreign operation into the reporting currency gives rise to an exchange gain or loss.
The Amplifon Group's foreign exchange transaction risk relates to:
- transactions in which the costs or sales revenues are denominated in currency other than the local currency: this is the case in a few, less material countries (Israel, Canada and the GAES Group subsidiaries, acquired in 2018, in South and Central America) where purchases are made in euros or US dollars. The currency risk stemming from the reorganization and centralization of purchasing is gradually becoming more substantial as the Parent Company is assuming the role of "purchasing center" for the whole Group, managing the purchases of goods directly which are then resold to the subsidiaries. The purchases from suppliers are, however, made in the same currency used in the subsidiaries' invoices. This activity began in the latter part of 2020 and, to date, has only involved three subsidiaries;
- other intercompany transactions (medium/long-term and short-term loans, charge backs for intercompany service agreements, chargebacks for marketing costs incurred to support the markets, intercompany dividends) which result in currency risk for the companies operating in currencies other than that of the intercompany transaction
Foreign exchange translation risk arises from transactions in the United States and Canada, the United Kingdom, Switzerland, Hungary, Poland, Israel, Australia, New Zealand, India, China, Egypt and, as a result of the GAES acquisition at the end of 2018, in Chile, Argentina, Ecuador, Colombia, Panama and Mexico.
Group strategy:
Foreign Exchange transaction risk
The Group's strategy aims to minimize the impact of currency volatility on the income statement and calls for significant positions in foreign currency to be hedged against foreign exchange risk through specific derivative instruments. These include: (i) bonds issued in US dollars by Amplifon S.p.A. and subscribed by Amplifon USA Inc, (ii) dividends approved, but not yet paid by the Australian subsidiary denominated in Australian dollars and the American subsidiary denominated in US dollars.
With regard to operating procedures, when possible, Amplifon Group covers the risk using a natural hedge developed by maintaining currency deposits in the banks account of the subsidiary exposed to this risk for an amount commensurate with the exposure to the suppliers.
Natural hedges are also preferred by the Parent Company which, as a result of Global Procurement, supply of intercompany services, and dividends has receivables and payables in different currencies.
The development of Global Procurement and the Group-wide roll-out will increase the exposure to currency risk. This is monitored closely and any risk exposure linked to differences in assets and liabilities will be adequately hedged using instruments that have already been identified.
The loans between the Australian and New Zealand companies and between the American and Canadian companies are considered equity investments insofar as the loans are non-interestbearing and not expected to be repaid. The impact of exchange differences is recognized directly in the translation reserve at equity without passing through the income statement.
The risks arising from other intercompany transactions worth less than €1 million (or the equivalent if denominated in another currency) are not hedged as the amounts are not material.
Foreign Exchange translation risk
The foreign exchange translation risk, in accordance with the Group Treasury Policy, is not hedged. Overall, the impact of the foreign exchange translation risk can be seen in the Group's Euro denominated EBITDA which was around €3 million lower than the Group's total EBITDA. The Argentinian subsidiary operates in a high-inflation country but, as the size of the subsidiary is immaterial, the impact on the Group is not significant.
Interest rate risk
Interest rate risk includes the following situations:
- fair value risk, namely the risk that the value of a fixed rate financial asset or liability changes due to fluctuations in market interest rates;
- cash flow risk, namely the risk that the future cash flows of a floating rate financial asset or liability fluctuate due to changes in market interest rates.
In the Amplifon Group fair value risk arises on the issue of fixed rate bonds (private placement and Eurobonds). The cash flow risk derives from floating rate bank loans.
The Group's strategy is to minimize cash flow risk, especially with respect to long-term exposures, through a balanced mix of fixed- and floating-rate loans and assessing whether to switch floating-
rate borrowings to fixed-rate when each loan is taken out, as well as over the life of the loans including in light of the current market rates. In any event, at least 50% of the debt must be hedged against interest rate risk. At 31 December 2020, the Group's medium/long- term debt stems for €701 million from floating rate bank loans, €528 million of which had been swapped to fixed rate debt at the date of this report.
The fixed-rate capital market issues (US private placements and Eurobonds) have yet to be converted to floating-rate debt as currently interest rates are low and the possibility that they will increase is limited.
The Benchmarks Regulation (BMR) which also affects Euribor and could have an impact on hedges will become effective in 2022. The Amplifon Group does not believe that the impact of the reform will be significant.
Credit risk
Credit risk is the risk that the issuer of a financial instrument defaults on its obligations resulting in a financial loss for the holder/investor.
In the Amplifon Group credit risk arises from:
(i) sales made as part of ordinary business operations;
(ii) the use of financial instruments that require settlement of positions with other counterparties;
(iii) the loans granted to members of the indirect channel and commercial partners in the United States for investments and business development.
With regard to the risk under (i) above, the only positions with a high unit value are amounts due from Italian public-sector entities for which the risk of insolvency - while existing - is remote and further mitigated by the fact that they are factored without recourse, on a quarterly basis, by specialized factoring companies. Conversely, the credit risk arising from sales to private individuals based on instalment payment plans is increasing, as is the credit risk arising from sales to US indirect channel operators (wholesalers and franchisees). This credit risk, however, is spread out over a number of partners and the amount owed by any single partner does not exceed a few million US dollars. Due to typical business risks, some may not be able to honor their debts. This would result in higher working capital and credit losses. While each subsidiary is responsible for collection of receivables, the Group has set up a centralized system of monthly reporting relative to trade receivables in order to monitor the composition and due dates for each country, and shares credit recovery initiatives and commercial policies with local management. With regard to private customers, the majority of which do, however, use cash, payment options like installment plans or loans (with terms limited to a few months) are offered. These are managed by external finance companies which advance the whole amount of the sale to Amplifon, while the situation of the indirect channel in the US is closely monitored by local management.
The risk referred to in (ii) above, notwithstanding the inevitable uncertainties linked to sudden and unforeseeable counterparty default, is managed by making diversified investments with the main national and international investment grade financial institutions and through the use of specific counterparty limits with regard to both liquidity invested and/or deposited and to the notional amount of the derivatives. The counterparty limits are determined based on the short-term ratings of each counterparty or, if a public rating is not available, on capital ratios (Tier 1). Transactions with non-investment grade counterparties are not allowed unless specifically authorized by the Group's CEO and CFO.
With regard to the risk referred to in (iii) above, in the event payments fail to be made on the stores sold, ownership will revert back to Amplifon, while the receivables referred to above, are generally
YESTERDAY - WE ARE DRIVEN BY AN IDEA • TODAY • TOMORROW • REPORT ON OPERATIONS • CONSOLIDATED FINANCIAL STATEMENTS
personally guaranteed by the beneficiaries and repayments are typically made when the invoices for the purchases of hearing aids are paid.
Price risk
This arises from the possibility that the value of a financial asset or liability may change due to changes in market prices (other than those caused by currency or interest-rate fluctuations) due to both characteristics specific to the financial asset or liability or the issuer, as well as market factors. This risk is typical of financial assets not listed on an active market, which may not be easy to liquidate quickly or at a level close to their fair value. The Amplifon Group does not have investments in these kinds of instruments and, therefore, this risk currently does not exist.
Liquidity risk
This risk typically arises when an entity is experiencing difficulty finding sufficient funds to meet its obligations and includes the risk that the counterparties that have granted loans and/or lines of credit may request repayment. This risk became particularly significant in 2020 in the wake of the Covid pandemic.
Toward this end, Amplifon implemented a series of measures and actions which made it possible for the Group to better manage its financial position, further strengthening its structure and solidity. More in detail:
- the company resolved not to proceed with the payment of a dividend to shareholders, allocating the entire profit for 2019 as retained earnings;
- a series of measures were adopted which focused on cost containment, reducing and redefining investments, quickly accessing all the tools made available by the governmental authorities, along with other operational initiatives and the management of working capital;
- the Group's financial structure and liquidity position were further strengthened by refinancing debt, extending maturities and gathering new financing for a total of more than €1 billion.
In this way the Amplifon Group was able to provide ample headroom and ensure the flexibility needed to take advantage of any opportunities to consolidate and develop business that might materialize.
At the end of the year available short-term credit lines amounted to €201 million and had not been utilized. Irrevocable credit lines amounted to €195 million and were unutilized at year-end. The debt is primarily long-term with the first significant maturity, which cannot be extended, in 2025.
The measures described above, the increase in recurring margins posted despite the drop in revenues caused by the Covid-19 outbreak, and the strong recovery of the business in the second part of the year achieved despite the new lockdown measures implemented in the fourth quarter in the main European markets following the second wave of the pandemic, indicate that there is no significant liquidity risk, at least in the short-term.
Hedging instruments
Hedging instruments are used by the Group exclusively to mitigate, in line with company strategy, interest rate and currency risk and comprise exclusively financial derivatives. In order to maximize the effectiveness of these hedges the Group's strategy calls for:
- large counterparties with excellent credit standing and transactions which fall within the limits determined in the treasury policy in order to minimize counterparty risk;
- the use of instruments which match, to the extent possible, the characteristics of the risk hedged;
- monitoring of the adequacy of the instruments used in order to check and, possibly, optimize the structure of the instruments used to achieve the purposes of the hedge.
The Group's Treasury Policy also defines the rigorous criteria to be used when selecting counterparties.
The derivatives used by the Group are generally plain vanilla financial instruments. More in detail, the types of derivatives used include:
- cross currency swaps;
- foreign exchange forwards.
On initial recognition these instruments are measured at fair value. At subsequent reporting dates the fair value of derivatives must be re-measured and:
- (i) if these instruments fail to qualify for hedge accounting, any changes in fair value that occur after initial recognition are taken to profit and loss;
- (ii) if these instruments subsequently qualify as fair value hedges, from that date any changes in the fair value of the derivative are taken to profit and loss; at the same time, any fair value changes due to the hedged risk are recorded as an adjustment to the book value of the hedged item and the same amount is recorded in the income statement; any ineffectiveness of the hedge is recognized in profit and loss;
- (iii) if these instruments qualify as cash flow hedges, from that date any changes in the fair value of the derivative are taken to net equity; changes in the fair value of the derivative that are recognized in net equity are subsequently reclassified in the income statement in the period in which the hedged transaction affects the income statement; when the object of the hedge is the purchase of a non-financial asset, changes to the fair value of the derivative taken to net equity are reclassified to adjust the purchase cost of the asset hedged (basis adjustment); any ineffectiveness of the hedge is recognized in profit and loss.
The Group's hedging strategy is reflected in the accounts as described above as of the moment when the following conditions are satisfied:
- the hedging relationship, its purpose and the overall strategy are formally defined and documented; the documentation includes the identification of the hedging instrument, the hedged item, the nature of the risk to be neutralized and the procedures whereby the entity will assess the effectiveness of the hedge;
- the effectiveness of the hedge may be reliably assessed and there is a reasonable expectation, confirmed by evidence, that the hedge will be highly effective for the period in which the hedged risk exists;
- the hedged risk relates to changes in cash flow due to a future transaction, the latter is highly probable and entails exposure to changes in cash flow which could affect profit and loss.
Derivatives are recognized as assets if their fair value is positive and as liabilities if their fair value is negative. These balances are shown under current assets or liabilities if related to derivatives which do not qualify for hedge accounting, conversely, they are classified consistently with the hedged item.
In detail, if the hedged item is classified as a current asset or liability, the positive or negative fair value of the hedging instrument is included under current assets or liabilities; if the hedged item is classified as a non-current asset or liability, the positive or negative fair value of the hedging instrument is included under non-current assets or liabilities.
The Group does not have any net investment hedges.
TREASURY SHARES
No treasury shares were purchased during the year.
As at 31 December 2020 the treasury shares held amounted to 1,602,646 or 0,708% of the Company's share capital.
The details related to treasury shares are provided in the following table:
| N. of shares | Average purchase price (Euro) FV of transferred rights (Euro) |
Total amount (€ thousand) |
|
|---|---|---|---|
| Held at 12/31/2019 | 3,269,087 | 8.911 | 29,131 |
| Purchases | - | - | - |
| Transfers due to exercise of Performance Stock grants |
1,666,441 | 8.911 | (14,850) |
| Total at 12/31/2020 | 1,602,646 | 8.911 | 14,281 |
RESEARCH AND DEVELOPMENT
While the Group does not carry out any typical research and development in relation to hearing aids (insofar as this is carried out by the manufacturers), it does invest important resources in both innovation and technology through the" Amplifon Product Experience", as well as other innovative digital marketing solutions and front-office systems and processes, in order to provide its customers with an excellent "Customer Experience".
TRANSACTIONS WITHIN THE GROUP AND WITH RELATED PARTIES
Pursuant to and in accordance with the Consob Regulation n. 17221 issued on 12 March 2010 and after having received a favourable opinion from the Independent Directors' Committee, on 26 July 2016 Amplifon S.p.A.'s Board of Directors adopted a new version of the regulations for related party transactions in order to change references to certain laws and comply with current norms and regulations.
The transactions with related parties, including intercompany transactions, do not qualify as atypical or unusual, and fall within the Group's normal course of business and are managed at arm's-length, given the nature of the goods and of the services provided.
Information on transactions with related parties is provided in Note 38 of the consolidated financial statements and in Note 39 of the separate financial statements.
CONTINGENT LIABILITIES
Currently the Group is not exposed to any particular risks or uncertainties with the exception of what was discussed above relative to the Covid-19 crisis and the usual periodic tax audits. With regard to the latter, non particular findings have emerged and the Group is confident in the correctness of its actions.
ATYPICAL/UNUSUAL TRANSACTIONS
Please note that in 2020 the Group carried out no atypical and/or unusual transactions as defined in the Consob Bulletin of 28 July 2006.
OUTLOOK
The current developments in the Covid-19 pandemic and the spread of new variants, as well as the uncertainty as to the timing of vaccinations in many countries worldwide, limit the visibility for the next few months and call for, as in the past, a certain amount of caution.
In the first few months of 2021, despite the ongoing restrictive measures across different countries and the hearing care retail market still negatively impacted by Covid-19 outbreak, the Company estimates a performance above market, with revenues at constant foreign exchange in line with those reported in January-February 2020 which posted a strong growth versus the same period of 2019.
In 2021 the Company expects to see a gradual normalization of the hearing care market, with the continuous roll-out of vaccination programs and the subsequent easing of the restrictive measures. Assuming the gradual normalization of the market mentioned above materializes during 2021, the Company also expects that revenue growth will outpace the reference market showing a strong recovery with respect to 2020 and solid growth compared to the 2019 levels. Profitability should continue to benefit from the actions taken in 2020, posting significant expansion in the EBITDA margin compared to 2019 (the year prior to the pandemic).
Lastly, the Company remains positive about the medium-term prospects for both sales and profitability, thanks to the proven resiliency of its business linked to the non-discretionary nature of the products and services offered, the soundness of the sector fundamentals and the unchanged behavior of consumers, as well as the ever stronger competitive positioning, the solid strategy and the strong execution capabilities seen in both growth and challenging environments like the current one.
YEARLY REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE AS AT DECEMBER 31 ST 2020 (PURSUANT TO ART. 123-BIS TUF)
The report on Corporate Governance and Ownership Structure is available on the company's website at https://corporate.amplifon.com/en/governance/governance-system/corporate-governance-reports.
NON-FINANCIAL DISCLOSURE
AS AT DECEMBER 31 ST 2020
The Non-Financial Disclosure is available on the company's website at https://corporate.amplifon. com/en/sustainability/sustainability-reporting.
COMMENTS ON THE FINANCIAL RESULTS OF AMPLIFON S.P.A.
RECLASSIFIED INCOME STATEMENT
| (€ thousands) | FY 2020 | FY 2019 | ||||||
|---|---|---|---|---|---|---|---|---|
| Recurring Non-recurring | Total | % on recurring |
Recurring Non-recurring | Total | % on recurring |
|||
| Revenues from sales and services |
282,306 | - | 282,306 | 100.0% | 335,847 | - | 335,847 | 100.0% |
| Operating cost | (284,271) | - | (284,271) | -100.7% | (310,745) | (7,359) | (318,104) | -92.5% |
| Other income and revenues |
70,034 | - | 70,034 | 24.8% | 77,100 | - | 77,100 | 23.0% |
| Other expenses | (161) | - | (161) | -0.1% | (570) | - | (570) | -0.2% |
| Gross operating profit (EBITDA) |
67,908 | - | 67,908 | 24.1% | 101,632 | (7,359) | 94,273 | 30.3% |
| Depreciation, amortization and impairment of non-current assets |
(20,086) | - | (20,086) | -7.1% | (21,545) | - | (21,545) | -6.4% |
| Right-of-use depreciation |
(16,782) | (16,782) | -5.9% | (16,239) | - | (16,239) | -4.8% | |
| Operating profit (EBIT) |
31,040 | - | 31,040 | 11.0% | 63,848 | (7,359) | 56,489 | 19.0% |
| Income, expenses, valuation and adjustments of financial assets |
58,278 | - | 58,278 | 20.6% | 65,603 | - | 65,603 | 19.5% |
| Net financial expenses |
(19,669) | - | (19,669) | -7.0% | (16,052) | - | (16,052) | -4.8% |
| Exchange differences and non- hedge accounting instruments |
794 | - | 794 | 0.3% | (247) | - | (247) | -0.1% |
| Income (loss) before taxes |
70,443 | - | 70,443 | 25.0% | 113,152 | (7,359) | 105,793 | 33.7% |
| Tax | (3,312) | (3,312) | -1.2% | (13,953) | 2,176 | (11,777) | -4.2% | |
| Net profit (loss) | 67,131 | - | 67,131 | 23.8% | 99,199 | (5,183) | 94,016 | 29.5% |
(*) See table at page 121 for details of non-recurring transactions.
EBITDA is the operating result before charging amortization, depreciation and impairment of both tangible and intangible fixed assets and the right of use depreciation.
EBIT is the operating result before financial income and charges and taxes. The following table shows the details of the non-recurring transactions included in the previous statement.
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| Costs related to GAES integration | - | (7,359) |
| Impact of the non-recurring items on EBITDA | - | (7,359) |
| Impact of the non-recurring items on EBIT | - | (7,359) |
| Impact of the non-recurring items on profit before tax | - | (7,359) |
| Impact of the above items on the tax burden of the period | - | 2,176 |
| Impact of the non-recurring items on net profit | - | (5,138) |
RECLASSIFIED BALANCE SHEET
The reclassified consolidated balance sheet aggregates the assets and liabilities of the compulsory format included in the annual report based on how the business management operates, usually split into the three main functions: investment, operations and financing.
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Goodwill | 540 | 540 | - |
| Other intangible assets | 53,383 | 47,909 | 5,474 |
| Tangible assets | 28,129 | 29,330 | (1,201) |
| Right of use assets | 91,449 | 95,507 | (4,058) |
| Financial fixed assets | 1,245,354 | 1,232,074 | 13,280 |
| Other non-current financial assets | 15,483 | 16,959 | (1,476) |
| Non-current assets | 1,434,338 | 1,422,319 | 12,019 |
| Inventories | 8,780 | 10,651 | (1,871) |
| Trade receivables (1) | 165,433 | 115,260 | 50,173 |
| Other receivables (2) | 31,396 | 32,940 | (1,544) |
| Current assets (A) | 205,609 | 158,851 | 46,758 |
| Operating assets | 1,639,947 | 1,581,170 | 58,777 |
| Trade payables (3) | (75,523) | (74,270) | (1,253) |
| Other payables (4) | (85,860) | (80,155) | (5,705) |
| Current liabilities (B) | (161,383) | (154,425) | (6,958) |
| Net working capital (A)+(B) | 44,226 | 4,426 | 41,515 |
| Derivative instruments (5) | (5,908) | (8,763) | 2,855 |
| Deferred tax assets | 27,060 | 22,932 | 4,128 |
| Provisions for contingency and obligations (non-current portion) |
(17,434) | (17,609) | 175 |
| Liabilities for employees' benefits (non-current portion) | (3,465) | (3,359) | (106) |
| Deferred tax liabilities | (769) | (999) | 230 |
| Loan fees (6) | 7,941 | 1,611 | 6,330 |
| Other non-current liabilities | (28,133) | (29,552) | 1,419 |
| NET INVESTED CAPITAL | 1,457,856 | 1,391,006 | 66,850 |
| Net Equity | 639,052 | 553,538 | 85,514 |
| Net short-term financial indebtedness | (261,824) | 88,149 | (349,973) |
| Net medium and long-term financial indebtedness | 987,784 | 653,633 | 334,151 |
| Total net financial indebtedness | 725,960 | 741,782 | (15,823) |
| Lease liabilities | 92,843 | 95,685 | (2,842) |
| Total lease liabilities & net financial indebtedness | 818,804 | 837,468 | (18,664) |
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL INDEBTEDNESS |
1,457,855 | 1,391,006 | 66,849 |
(1) The item "Trade receivables" includes "Trade receivables" and "Receivables – related parties".
(2) The item "Other receivables" includes "Other receivables" and "Other receivables – related parties". (3) The item "Trade payables" includes "Trade payables" and "Trade payables – related parties". (4) The item "Other payables" includes "Other payables – third parties", "Other payables – related parties", "Liabilities for employees' benefits
- current portion" and "Tax payables". (5) The item "Derivative instruments" includes cash flow hedges, fair value hedges and non- hedge accounting instruments not comprised in the item "Net financial indebtedness".
(6) The item "Loan fees" is recognized in the balance sheet as a direct reduction of the short and long-term components of "Financial payables" and "Financial liabilities".
The condensed cash flow statement is a summary version of the reclassified cash flow statement shown in the following pages. The main purpose is to detail the flows generated or absorbed by operating, investing and financing activities starting from the EBIT.
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| Operating profit (EBIT) | 31,040 | 56,488 |
| Amortization, depreciation and impairment | 36,868 | 37,784 |
| Provisions, other non-monetary items and gain/losses from disposals | 12,667 | 11,317 |
| Net financial expenses | (16,055) | (13,650) |
| Dividends received | 23,747 | 63,087 |
| Taxes paid | (11,732) | (12,636) |
| Change in net working capital | 5,575 | 10,864 |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities |
82,110 | 153,254 |
| Repayment of lease liabilities | (13,545) | (15,228) |
| Cash flow provided by (used in) operating activities (A) | 68,565 | 138,026 |
| Cash flow provided by (used in) operating investing activities (B) | (24,266) | (32,119) |
| Free Cash Flow (A+B) | 44,299 | 105,907 |
| Cash flow provided by (used in) acquisitions (C) | (37,390) | (74,412) |
| (Purchase) sale of other investment and securities (D) | 17,347 | 377 |
| Cash flow generated from (absorbed by) investing activities (B+C+D) | (44,309) | (106,154) |
| Other non-current assets | (19) | 117 |
| Fees paid on medium/long-term financing | (705) | - |
| Dividends distributed | (7,709) | - |
| Treasury shares | - | (30,939) |
| Capital increases | - | 148 |
| Net cash flow from the period | 15,823 | 1,198 |
| Net financial indebtedness as of period opening date | (741,783) | (746,730) |
| Change in net financial position | 15,823 | 1,198 |
| Merger Hearing Supplies S.r.l. | - | 3,749 |
| Net financial indebtedness as of period closing date | (725,960) | (741,783) |
REVENUES FROM SALES AND SERVICES
| (€ thousands) | FY 2020 | FY 2019 | Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services | 282,306 | 335,847 | (53,541) | (15.9%) |
Revenue from sales and services amounted to €282,306 thousand, including €5,246 thousand relating to centralized procurement of goods from manufacturers and the subsequent resale to Group companies. At 31 December 2020, English, Dutch and Australian companies were included in this process, in place for only a few months and relative to only a few products.
Revenue for the sale of hearing solutions amounted to €217,961 thousand, a decrease of 19.6% against 2019. Revenue for the sale of other products (basically accessories, batteries and cochlear products) and services came to €59,098 thousand, 8.9% lower than in the prior year.
The performance of revenues in the year and the drop against 2019 are attributable entirely to the impact of the COVID-19 19 pandemic. All three regions of Italy's sales network were impacted by the spread of the pandemic. The areas in Italy that were hit the hardest by the pandemic reported the biggest decreases in revenues. The negative effects of the outbreak were spread equally across the Italian business's three markets (Libero, Riconducibile and Sociale). The first months of the year, particularly March and April, were particularly difficult but subsequently the resilience of our business, as well as Amplifon's ability to address the crisis effectively and throughout the country, fueled a gradual recovery which exceeded expectations.
In the first quarter revenues amounted to € 54,654 thousand, 28.7% lower than in the same period 2019, while revenues dropped 47.3% to €47,821 thousand in the second quarter. The recovery gained momentum in the second half when the company's revenues were 3.7% higher than in the prior year, coming in at €174,585 thousand. The results for the third quarter were particularly brilliant, with revenues rising 17.8% on the same period 2019 to €76,046 thousand. In the fourth quarter the recovery slowed due to the second wave of the pandemic that materialized toward the end of the year and revenues fell 5.0% against the fourth quarter of 2019 to €98,539 thousand.
The performance of the business in 2020 demonstrated that the negative impact of the pandemic should be considered temporary and corresponds to the most severe phases of the crisis. The resilience of the business bodes well for an immediate and effective recovery, just as soon as the situation becomes less critical.
Despite the difficult context, the reach of the store network grew further in the year, with 694 points of sale (shops, minishops, addresses) versus 668 in 2019. In Italy the other touch points (store-in stores, corners, pop-ups) amounted to 3,241 units at year-end 2020 versus 3,123 in the prior year. Even in a difficult year, the company did not fail to further strengthen its leadership in the hearing solutions market.
With the "go live "of 1 January 2020, use began in Amplifon S.p.A. of the new ERP (Oracle Fusion Cloud platform), part of the Group's "One Amplifon Transformation" program. Fusion places the Group at the forefront in the use of modern cloud technology.
GROSS OPERATING PROFIT (EBITDA)
| (€ thousands) | FY 2020 | FY 2019 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non-recurring | Total | Recurring | Non-recurring | Total | |
| Gross operating profit (EBITDA) | 67,908 | - | 67,908 | 101,632 | (7,359) | 94,273 |
Gross operating profit (EBITDA) amounted to €67,908 thousand in 2020.
The EBITDA margin went from 30.3% in 2019 to 24.1% in 2020; this decrease is attributable to the impact of the COVID-19 pandemic.
OPERATING PROFIT (EBIT)
| (€ thousands) | FY 2020 | FY 2019 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non-recurring | Total | Recurring | Non-recurring | Total | |
| Operating Profit (EBIT) | 31,040 | - | 31,040 | 63,848 | (7,359) | 56,489 |
The operating profit (EBIT) amounted to €31,040 thousand (with an EBIT margin of 11.0%).
PROFIT BEFORE TAX
| (€ thousands) | FY 2020 | FY 2019 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non-recurring | Total | Recurring | Non-recurring | Total | |
| Profit before tax | 70,443 | - | 70,443 | 113,152 | (7,359) | 105,793 |
Recurring profit before tax amounted to €70,443 thousand in 2020, €42,709 thousand lower than in 2019.
NET PROFIT
| (€ thousands) | FY 2020 | FY 2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non-recurring | Total | Recurring Non-recurring |
Total | |||||
| Net profit | 67,131 | - | 67,131 | 99,199 | (5,183) | 94,016 |
Recurring net profit reached €67,131 thousand in 2020, a decrease of €32,068 thousand compared to the €99,199 thousand posted in 2019.
NON-CURRENT ASSETS
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Goodwill | 540 | 540 | - |
| Other intangible assets | 53,383 | 47,909 | 5,474 |
| Tangible assets | 28,129 | 29,330 | (1,201) |
| Right of use assets | 91,449 | 95,507 | (4,058) |
| Financial fixed assets | 1,245,354 | 1,232,074 | 13,280 |
| Other non-current financial assets | 15,483 | 16,959 | (1,476) |
| Non-current assets | 1,434,338 | 1,422,319 | 12,019 |
Non-current assets amounted to €1,434,338 thousand at 31 December 2020 versus €1,422,319 thousand at 31 December 2019, an increase of €12,019 thousand attributable to:
- an increase in intangible assets as a result of the development of software to support both the sales network and head office;
- an increase in the value of equity investments following the purchase of the Australian company Attune Hearing Pty Ltd for €34,571 thousand;
- an increase in the value of equity investments as a result of the periodic valuation of stock option and stock grant plans held by employees of subsidiaries for €7,603 thousand;
- a decrease in the value of equity investments as a result of the fair value measurement of stock options which matured and were exercised in the period for €10,942 thousand;
- a decrease of €17,347 thousand stemming from the intercompany sale of the equity investment in GAES Argentina for €17,347 thousand.
NET INVESTED CAPITAL
Net invested capital came to €1,458,856 thousand at 31 December 2020, an increase of €66,850 thousand against the €1,391,006 thousand recorded at 31 December 2019.
The change is attributable primarily to:
- the increase in non-current assets described above;
- an increase in trade receivables of €50,173 thousand explained primarily by amounts owed by group companies for services rendered and dividends to be received;
- higher trade and other payables of €5,243 thousand, as a result of careful management of payment terms;
- an increase in deferred tax assets, in derivatives, fees on loans paid in advance and an increase in medium/long-term debt relating to IFRS 15 application for a total of €14,732 thousand.
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Net medium and long-term financial indebtedness | 987,784 | 653,633 | 334,151 |
| Short-term net financial indebtedness | 176,751 | 149,261 | 27,490 |
| Cash and equivalents | (438,575) | (61,111) | (377,464) |
| Net financial indebtedness | 725,960 | 741,783 | (15,823) |
| Lease liabilities | 92,843 | 95,685 | (2,842) |
| Total lease liabilities and net financial indebtedness | 818,804 | 837,468 | (18,664) |
Excluding lease liabilities net financial debt amounted to €725,960 thousand at 31 December 2020, net of €438,575 thousand in cash and cash equivalents for a decrease of €15,823 thousand against 31 December 2019.
In a period, which was profoundly affected by the Covid-19 pandemic Amplifon implemented a series of initiatives and actions which made it possible for the Group to better manage its financial position, further strengthening its structure and solidity. More in detail:
- the company resolved not to proceed with the payment of a dividend to shareholders, allocating the entire profit for 2019 as retained earnings;
- a series of measures were adopted which focused on cost containment, reducing and redefining investments, quickly accessing all the tools made available by the governmental authorities, along with other operational initiatives and the management of working capital which made it possible for free cash flow to reach €44,299 thousand (€105,907 thousand in the prior year);
- the Group's financial structure and liquidity position were further strengthened by finalizing debt refinancing, extending maturities and gathering new financing for a total of more than €1 billion. More in detail:
- at the beginning of February, a €350 million 7-year Eurobond was issued in order to refinance the next maturities well in advance;
- €180 million in existing bilateral loans were renegotiated, the maturities were extended from 2021-2022 to 2024-2025 and the amount was increased by €80 million;
- an additional €203 million in long-term loans were stipulated, expiring between 2023 and 2025;
- €65 million in new long-term irrevocable credit facilities (expiring in 2024 and 2025) were granted and the expiration of €90 million in credit lines was extended from 2021 to 2025.
At 31 December the Group had available liquidity of €438,575 versus total net financial indebtedness €725,960 thousand, net of lease liabilities.
Long-term debt amounts to €987.784 thousand. The increase in the period of €334,151 thousand is attributable to the transactions carried out to strengthen the financial structure described above, net the repayment of a portion of the syndicated loan used for the GAES acquisition (approximately €305,000 thousand).
The short-term portion of debt amounts to €176,751 thousand and is €27,490 thousand higher due mainly to cash pooling with American and Australian subsidiaries and includes the short-term portion of the syndicated loan used to finance the GAES acquisition (€39,750 thousand), the shortterm portion of other long-term bank loans (€25,846 thousand), interest payable on the Eurobond (€3,478 thousand) and other bank loans.
NET EQUITY
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Net Equity | 639,052 | 553,538 | 85,514 |
Net equity amounted to €639,052 thousand at 31 December 2020 versus €553,538 thousand at 31 December 2019, an increase of €85,514 thousand, explained by:
- a decrease in treasury shares following the exercise of 1,666,441 stock grants;
- a change in the cash flow hedge reserve;
- the net profit posted in 2020.
RECLASSIFIED CASH FLOW STATEMENT
The reclassified cash flow statement shows the change in net financial position between the beginning and the end of the reported period.
Pursuant to IAS 7 the notes of the financial statements include also a cash flow statement based on cash holdings, showing the change between the opening and the closing cash position of the reported period.
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net income (loss) | 67,131 | 94,016 |
| Amortization, depreciation and impairment: | ||
| • other intangible fixed assets | 12,426 | 13,973 |
| • tangible fixed assets | 7,659 | 7,572 |
| • right of use assets | 16,782 | 16,239.00 |
| Total amortization, depreciation and impairment | 36,868 | 37,784 |
| Provisions and other non-monetary items | 14,642 | 11,317 |
| (Gains) losses from sale of fixed assets | (1,975) | 91 |
| Financial income and charges | (39,404) | (48,983) |
| Current and deferred income taxes | 3,312 | 11,776 |
| Change in assets and liabilities: | ||
| • Utilization of provisions | (2,499) | (2,162) |
| • (Increase) decrease in inventories | 694 | (407) |
| • Decrease (increase) in trade receivables | (4,554) | (15,786) |
| • Increase (decrease) in trade payables | 1,017 | 23,683 |
| • Increase (decrease) in other receivables/payables non financial net of tax receivables/payables |
10,917 | 5,941 |
| Total change in current assets and liabilities | 5,575 | 11,269 |
| Dividends received | 23,747 | 62,592 |
| Interest received/paid | (16,055) | (13,972) |
| Taxes paid | (11,732) | (12,636) |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities |
82,109 | 153,254 |
| Repayment of lease liabilities | (13,545) | 15,228 |
| Cash flow provided by (used in) operating activities | 68,564 | 138,026 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (17,747) | (24,562) |
| Purchase of tangible fixed assets | (6,535) | (7,562) |
| Consideration from sale of tangible fixed assets and businesses | 16 | 5 |
| Cash flow generated from (absorbed by) investing activities | (24,266) | (32,119) |
| Cash flow generated from operating and investing activities (Free cash flow) | 44,298 | 105,907 |
| Cash flow generated from acquisitions (*) | (20,043) | (74,035) |
| Cash flow generated from (absorbed by) investing activities | (44,309) | (106,154) |
115
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| FINANCING ACTIVITIES: | ||
| Hedging instruments | (705) | - |
| Commissions paid for medium/long-term financing | (7,709) | - |
| Other non-current assets | (19) | 117 |
| Dividends distributions | - | (30,939) |
| Capital increases | - | 148 |
| Cash flow generated from (absorbed by) financing activities | (8,433) | (30,674) |
| Change in net financial position | 15,822 | 1,198 |
| Net financial indebtedness as of period opening date | (741,783) | (746,730) |
| Merger Hearing Supplies S.r.l. | 3,749 | |
| Change in net financial position | 15,822 | 1,198 |
| Net financial indebtedness as of period closing date | (725,960) | (741,783) |
(*) The item refers to the net cash flow absorbed by the acquisition of businesses and equity investments.
The decrease in net financial debt of €15,822 thousand is attributable mainly to:
- a) Investing activities:
- net increase in property, plant and equipment and intangible assets of €24,266 thousand relating largely to investments in information technology, particularly the development of the new ERP system, hardware and updating of the headquarters;
- an increase in the value of equity investments of €34,571 thousand due mainly to the acquisition of Attune Hearting Pty Ltd.
- b) Operating activities:
- interest payable on financial indebtedness and other net financial expenses of €16,055
- thousand, €1,656 thousand of which for imputed interest on operating leases;
- payment of taxes which amounted to €11,732 thousand;
- dividends received from subsidiaries amounting to €23,747 thousand;
- cash flow generated by current operations of €78,869 thousand.
- c) financing activities:
- payments for hedging instruments and fees on medium/long-term loan amounting to €8,414 thousand;
- increase in other non-current assets of €19 thousand.
DATA CONTROLLER
The Board of Directors held on March 2nd, 2016 appointed the Italian General Manager representative of "Data Controller" for the data related to the Italian business while the Group's Chief Executive Officer as representative of "Data Controller" for the data related to the management and coordination of the Group Amplifon entities.
SUBSIDIARIES
Amplifon S.p.A. set up a branch office, Amplifon Succursale de Paris, with offices in Arcueil, 22 avenue Aristide Briand, France.
MANAGEMENT OUTLOOK
The current developments in the Covid-19 pandemic and the spread of new variants, as well as the uncertainty as to the timing of vaccinations in Italy, limit the visibility for the next few months and call for, as in the recent past, a certain level of caution.
In 2021 the Company expects to see a gradual normalization of the hearing care market, with the continuous roll-out of vaccination programs and the subsequent easing of the restrictive measures. Assuming the gradual normalization of the market mentioned above materializes during 2021, the Company also expects that revenue growth will outpace the reference market showing a strong recovery with respect to 2020 and solid growth compared to the 2019 levels thanks also to the excellent strategic positioning as market leader, while the Company expects profitability to continue to benefit from the actions taken in 2020, posting significant expansion in the EBITDA margin compared to 2019 (the year prior to the pandemic).
Lastly, the Company remains positive about the medium-term prospects for both sales and profitability, thanks to the proven resiliency of its business linked to the non-discretionary nature of the products and services offered, the soundness of the sector fundamentals and the unchanged behavior of consumers, as well as the ever-stronger competitive positioning, the solid strategy and the strong execution capabilities seen in both growth and challenging environments like the current one.
Milan, March 03th, 2021
CEO Enrico Vita
Disclaimer
This report contains forward looking statements ("Outlook") regarding future events and the Amplifon Group's operating, economic and financial results. These forecasts, by definition, contain elements of risk and uncertainty, insofar as they are linked to the occurrence of future events and developments. The actual results may be very different with respect to the original forecast due to several factors, the majority of which are out of the Group's control.
SECTION II
CONSOLIDATED FINANCIAL STATEMENTS AS AT DECEMBER 31 ST, 2020
INDEX
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 122 | |
|---|---|---|
| CONSOLIDATED INCOME STATEMENT | 124 | |
| STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME | 125 | |
| STATEMENT OF CHANGES IN CONSOLIDATED EQUITY | 126 | |
| STATEMENT OF CONSOLIDATED CASH FLOWS(*) | 128 | |
| SUPPLEMENTARY INFORMATION TO THE STATEMENT OF CONSOLIDATED CASH FLOWS |
130 | |
| NOTES | 131 | |
| 1. 2. |
General information Impacts of COVID-19 emergency on the Group's performance and |
131 |
| financial position, measures adopted, risks and areas of uncertainty | 131 | |
| 3. | Acquisitions and goodwill | 136 |
| 4. | Intangible fixed assets with finite useful life | 140 |
| 5. | Tangible fixed assets | 141 |
| 6. | Right-of-use assets | 142 |
| 7. | Other non-current assets | 143 |
| 8. | Derivatives and hedge accounting | 144 |
| 9. 10. |
Inventories Trade receivables |
147 147 |
| 11. | Contract costs | 148 |
| 12. | Other receivables | 149 |
| 13. | Other financial assets | 150 |
| 14. | Cash and cash equivalents | 150 |
| 15. | Share capital | 151 |
| 16. | Net financial position | 152 |
| 17. | Financial liabilities | 154 |
| 18. | Lease liabilities | 160 |
| 19. | Provisions for risks and charges (medium/long-term) | 161 |
| 20. | Liabilities for employees' benefits (medium/long-term) | 162 | |
|---|---|---|---|
| 21. | Other long-term liabilities | 164 | |
| 22. | Trade payables | 164 | |
| 23. | Contract liabilities | 165 | |
| 24. | Other payables | 166 | |
| 25. | Provisions for risks and charges (current portion) | 167 | |
| 26. | Liabilities for employees' benefits (current portion) | 167 | |
| 27. | Short-term financial debt | 167 | |
| 28. | Deferred tax assets and liabilities | 168 | |
| 29. | Revenues from sales and services | 169 | |
| 30. | Operating costs | 171 | |
| 31. | Other income and costs | 173 | |
| 32. | Amortization, depreciation and impairment | 173 | |
| 33. | Financial income, expenses and value adjustments to financial assets | 174 | |
| 34. | Income taxes | 176 | |
| 35. | Performance stock grants | 177 | |
| 36. | Subsidiaries with relevant non-controlling interests, joint ventures and | ||
| associated companies | 188 | ||
| 37. | Earnings (loss) per share | 189 | |
| 38. | Transactions with parent companies and related parties | 190 | |
| 39. | Guarantees provided, commitments and contingent liabilities | 196 | |
| 40. | Translation arising from atypical/unusual transactions | 196 | |
| 41. | Financial risks | 197 | |
| 42. | Translation of foreign Companies' financial statements | 202 | |
| 43. | Segment information | 203 | |
| 44. | Accounting policies | 208 | |
| ANNEXES | 228 | ||
| CONSOLIDATION AREA | 228 | ||
| INFORMATION PURSUANT TO ARTICLE § 149-DUODECIES OF CONSOB | |||
| ISSUERS' REGULATIONS | 231 | ||
| DECLARATION IN RESPECT OF THE CONSOLIDATED FINANCIAL STATEMENTS | |||
| PURSUANT TO ARTICLE 154-BIS OF LEGISLATIVE DECREE NO. 58/98 | 232 | ||
| REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS | 233 | ||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION(*)
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change | |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Goodwill | Note 3 | 1,281,609 | 1,215,511 | 66,098 |
| Intangible fixed assets with finite useful life | Note 4 | 361,185 | 367,508 | (6,323) |
| Tangible fixed assets | Note 5 | 177,616 | 196,579 | (18,963) |
| Right-of-use assets | Note 6 | 409,338 | 418,429 | (9,091) |
| Equity-accounted investments | Note 36 | 2,002 | 2,314 | (312) |
| Hedging instruments | Note 8 | 4,327 | 8,153 | (3,826) |
| Deferred tax assets | Note 28 | 83,671 | 81,427 | 2,244 |
| Contract costs | Note 11 | 7,777 | 7,339 | 438 |
| Other assets | Note 7 | 59,916 | 67,516 | (7,600) |
| Total non-current assets | 2,387,441 | 2,364,776 | 22,665 | |
| Current assets | ||||
| Inventories | Note 9 | 57,432 | 64,592 | (7,160) |
| Trade receivables | Note 10 | 169,060 | 205,219 | (36,159) |
| Contract costs | Note 11 | 5,051 | 4,386 | 665 |
| Other receivables | Note 12 | 55,464 | 71,553 | (16,089) |
| Hedging instruments | Note 8 | - | 2,201 | (2,201) |
| Other financial assets | Note 13 | 8,997 | 240 | 8,757 |
| Cash and cash equivalents | Note 14 | 545,027 | 138,371 | 406,656 |
| Total current assets | 841,031 | 486,562 | 354,469 | |
| Total assets | 3,228,472 | 2,851,338 | 377,134 |
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change | |
|---|---|---|---|---|
| Liabilities | ||||
| Net Equity | ||||
| Share capital | Note 15 | 4,528 | 4,528 | - |
| Share premium reserve | 202,712 | 202,712 | - | |
| Treasury shares | (14,281) | (29,131) | 14,850 | |
| Other reserves | (40,562) | (24,669) | (15,893) | |
| Retained earnings | 547,482 | 432,925 | 114,557 | |
| Profit (loss) for the period | 101,004 | 108,666 | (7,662) | |
| Group net equity | 800,883 | 695,031 | 105,852 | |
| Minority interests | 985 | 1,084 | (99) | |
| Total net equity | 801,868 | 696,115 | 105,753 | |
| Non-current liabilities | ||||
| Medium/long-term financial liabilities | Note 17 | 1,069,321 | 750,719 | 318,602 |
| Lease liabilities | Note 18 | 337,350 | 343,040 | (5,690) |
| Provisions for risks and charges | Note 19 | 49,765 | 50,290 | (525) |
| Liabilities for employees' benefits | Note 20 | 24,019 | 25,281 | (1,262) |
| Hedging instruments | Note 8 | 5,963 | 4,290 | 1,673 |
| Deferred tax liabilities | Note 28 | 95,150 | 102,111 | (6,961) |
| Payables for business acquisitions | Note 21 | 32,262 | 13,527 | 18,735 |
| Contract liabilities | Note 23 | 130,016 | 135,052 | (5,036) |
| Other long-term liabilities | Note 24 | 11,344 | 8,649 | 2,695 |
| Total non-current liabilities | 1,755,190 | 1,432,959 | 322,231 | |
| Current liabilities | ||||
| Trade payables | Note 22 | 181,036 | 177,390 | 3,646 |
| Payables for business acquisitions | Note 24 | 6,693 | 10,245 | (3,552) |
| Contract liabilities | Note 23 | 102,999 | 97,725 | 5,274 |
| Tax liabilities | Note 24 | 62,089 | 40,334 | 21,755 |
| Other payables | Note 24 | 150,741 | 146,223 | 4,518 |
| Hedging instruments | Note 8 | 112 | 28 | 84 |
| Provisions for risks and charges | Note 25 | 3,560 | 4,242 | (682) |
| Liabilities for employees' benefits | Note 26 | 3,139 | 545 | 2,594 |
| Short-term financial liabilities | Note 27 | 75,615 | 163,947 | (88,332) |
| Lease liabilities | Note 18 | 85,430 | 81,585 | 3,845 |
| Total current liabilities | 671,414 | 722,264 | (50,850) | |
| Total liabilities | 3,228,472 | 2,851,338 | 377,134 |
(*) Transactions with related parties have not been reported separately because not material both at single entity and at consolidated level. Please refer to note 38 for more details.
CONSOLIDATED INCOME STATEMENT(*)
| (€ thousands) | FY 2020 | FY 2019 | ||||||
|---|---|---|---|---|---|---|---|---|
| Recurring Non-recurring | Totale | Recurring Non-recurring | Total | Change | ||||
| Revenues from sales and services | Note 29 | 1,555,543 | - | 1,555,543 | 1,732,063 | - | 1,732,063 | (176,520) |
| Operating costs | Note 30 | (1,198,257) | - (1,198,257) | (1,340,654) | (22,193) (1,362,847) | 164,590 | ||
| Other income and costs | Note 31 | 13,681 | - | 13,681 | 1,374 | - | 1,374 | 12,307 |
| Gross operating profit (EBITDA) | 370,967 | - | 370,967 | 392,783 | (22,193) | 370,590 | 377 | |
| Amortization, depreciation and impairment |
Note 32 | |||||||
| Amortization of intangible fixed assets | (61,485) | - | (61,485) | (60,534) | - | (60,534) | (951) | |
| Depreciation of tangible fixed assets | (47,722) | - | (47,722) | (41,948) | - | (41,948) | (5,774) | |
| Right-of-use depreciation | (89,769) | - | (89,769) | (87,942) | (105) | (88,047) | (1,722) | |
| Impairment losses and reversals of non-current assets |
(3,491) | - | (3,491) | (1,054) | (1,916) | (2,970) | (521) | |
| (202,467) | - | (202,467) | (191,478) | (2,021) | (193,499) | (8,968) | ||
| Operating result | 168,500 | - | 168,500 | 201,305 | (24,214) | 177,091 | (8,591) | |
| Financial income, expenses and value adjustments to financial assets |
Note 33 | |||||||
| Group's share of the result of associated companies valued at equity and gains/losses on disposals of equity investments |
(346) | - | (346) | 188 | - | 188 | (534) | |
| Other income and expenses, impairment and revaluations of financial assets |
2 | - | 2 | 3 | - | 3 | (1) | |
| Interest income and expenses | (17,860) | - | (17,860) | (14,387) | - | (14,387) | (3,473) | |
| Interest expenses on lease liabilities | (10,428) | - | (10,428) | (11,357) | - | (11,357) | 929 | |
| Other financial income and expenses | (1,198) | - | (1,198) | (581) | - | (581) | (617) | |
| Exchange gains and losses | 761 | - | 761 | (445) | - | (445) | 1,206 | |
| Gain (loss) on assets accounted at fair value |
(106) | - | (106) | (373) | - | (373) | 267 | |
| (29,175) | - | (29,175) | (26,952) | - | (26,952) | (2,223) | ||
| Profit (loss) before tax | 139,325 | - | 139,325 | 174,353 | (24,214) | 150,139 | (10,814) | |
| Current and deferred income tax | Note 34 | |||||||
| Current tax | (47,385) | - | (47,385) | (53,149) | 5,818 | (47,331) | (54) | |
| Deferred tax | 9,122 | - | 9,122 | 5,716 | - | 5,716 | 3,406 | |
| (38,263) | - | (38,263) | (47,433) | 5,818 | (41,615) | 3,352 | ||
| Total net profit (loss) | 101,062 | - | 101,062 | 126,920 | (18,396) | 108,524 | (7,462) | |
| Net profit (loss) attributable to Minority interests |
58 | - | 58 | (142) | - | (142) | 200 | |
| Net profit (loss) attributable to the Group |
101,004 | - | 101,004 | 127,062 | (18,396) | 108,666 | (7,662) |
(*) Transactions with related parties have not been reported separately because not material both at single entity and at consolidated level. Please refer to note 38 for more details.
| E-MARKET SDIR |
|---|
| CERTIFIED |
| Earnings and dividend per share (€ per share) | Note 37 | FY 2020 (*) | FY 2019 | ||
|---|---|---|---|---|---|
| Earnings per share • Basic • Diluted |
0.45132 0.44556 |
0.48979 0.48135 |
|||
| Dividend per share | 0.22 (*) | - |
(*) Dividend proposed by the Board of Directors at the Shareholders General Meeting convened on April 23th, 2021.
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
| (€ thousands) | FY 2020 | FY 2019 | |
|---|---|---|---|
| Net income (loss) for the period | 101,062 | 108,524 | |
| Other comprehensive income (loss) that will not be reclassified subsequently to profit or loss: |
|||
| Remeasurement of defined benefit plans | Note 20 | 1,557 | (4,467) |
| Tax effect on components of other comprehensive income that will not be reclassified subsequently to profit or loss |
(292) | 542 | |
| Total other comprehensive income (loss) that will not be reclassified subsequently to profit or loss after the tax effect (A) |
1,265 | (3,925) | |
| Other comprehensive income (loss) that will be reclassified subsequently to profit or loss |
|||
| Gains/(losses) on cash flow hedging instruments | Note 8 | 3,380 | 2,449 |
| Gains/(losses) from Foreign Currency Basis Spread on hedging instruments | Note 8 | (492) | (78) |
| Gains/(losses) on exchange differences from translation of financial statements of foreign entities |
(19,281) | 1,354 | |
| Tax effect on components of other comprehensive income that will be reclassified subsequently to profit or loss |
518 | (569) | |
| Total other comprehensive income (loss) that will be reclassified subsequently to profit or loss after the tax effect (B) |
(15,875) | 3,156 | |
| Total other comprehensive income (loss) (A)+(B) | (14,610) | (769) | |
| Comprehensive income (loss) for the period | 86,452 | 107,755 | |
| Attributable to the Group | 86,505 | 107,789 | |
| Attributable to Minority interests | (53) | (34) |
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY
| (€ thousands) | Share capital |
Share premium reserve |
Legal reserve |
Other reserves |
Treasury shares reserve |
Stock option and stock grant reserve |
||
|---|---|---|---|---|---|---|---|---|
| Balance at 01/01/2019 | 4,527 | 202,565 | 934 | 3,636 | (50,933) | 34,569 | ||
| Allocation of profit (loss) for 2018 | ||||||||
| Share capital increase | 1 | 147 | ||||||
| Treasury shares | ||||||||
| Dividend distribution | ||||||||
| Notional cost of stock options and stock grants |
Note 35 | 16,495 | ||||||
| Other changes | 21,802 | (16,101) | ||||||
| • Stock Grant | 21,802 | (16,101) | ||||||
| • Inflation accounting | ||||||||
| • Other changes | ||||||||
| Total comprehensive income (loss) for the period |
||||||||
| • Hedge accounting | Note 8 | |||||||
| • Actuarial gains (losses) | ||||||||
| • -ranslation differences | ||||||||
| • Result for FY 2019 | ||||||||
| Balance at 12/31/2019 | 4,528 | 202,712 | 934 | 3,636 | (29,131) | 34,963 |
| (€ thousands) | Share capital |
Share premium reserve |
Legal reserve |
Other reserves |
Treasury shares reserve |
Stock option and stock grant reserve |
|---|---|---|---|---|---|---|
| Balance at 01/01/2020 | 4,528 | 202,712 | 934 | 3,636 | (29,131) | 34,963 |
| Allocation of profit (loss) for 2019 | ||||||
| Share capital increase | ||||||
| Treasury shares | ||||||
| Dividend distribution | ||||||
| Notional cost of stock options and stock grants Note 35 | 16,378 | |||||
| Other changes | 14,850 | (16,561) | ||||
| • Stock Grant | 14,850 | (16,561) | ||||
| • Inflation accounting | ||||||
| • Other changes | ||||||
| Total comprehensive income (loss) for the period |
||||||
| • Hedge accounting Note 8 |
||||||
| • Actuarial gains (losses) | ||||||
| • Deferred taxes recognized in net equity | ||||||
| • Translation differences | ||||||
| • Result for FY 2020 | ||||||
| Balance at 12/31/2020 | 4,528 | 202,712 | 934 | 3,636 | (14,281) | 34,780 |
| Minority Total interests net equity |
Total Shareholders' equity |
Profit (loss) for the period |
Translation differences |
Retained earnings |
Actuarial gains and losses |
Foreign Curr. Basis Spread Reserve |
Cash flow hedge reserve |
|---|---|---|---|---|---|---|---|
| 1,028 595,947 |
594,919 | 100,443 | (48,190) | 362,503 | (7,123) | - | (8,012) |
| - | (100,443) | 100,443 | |||||
| 148 | 148 | ||||||
| - | |||||||
| (30,939) | (30,939) | (30,939) | |||||
| 16,495 | 16,495 | ||||||
| 90 6,709 |
6,619 | 918 | (689) | 689 | |||
| - | (5,701) | ||||||
| 6,545 | 6,545 | 6,545 | |||||
| 74 | 74 | 74 | (689) | 689 | |||
| (34) 107,755 |
107,789 | 108,666 | 1,246 | (3,925) | (59) | 1,861 | |
| 1,802 | 1,802 | (59) | 1,861 | ||||
| (3,925) | (3,925) | (3,925) | |||||
| 108 1,354 |
1,246 | 1,246 | |||||
| (142) 108,524 |
108,666 | 108,666 | |||||
| 1,084 696,115 |
695,031 | 108,666 | (46,944) | 432,925 | (11,048) | (748) | (5,462) |
| Total net equity |
Minority interests |
Total Shareholders' equity |
Profit (loss) for the period |
Translation differences |
Retained earnings |
Actuarial gains and losses |
Foreign Curr. Basis Spread Reserve |
Cash flow hedge reserve |
|---|---|---|---|---|---|---|---|---|
| 696,115 | 1,084 | 695,031 | 108,666 | (46,944) | 432,925 | (11,048) | (748) | (5,462) |
| - | - | (108,666) | 108,666 | |||||
| - | - | |||||||
| - | - | |||||||
| - | - | |||||||
| 16,378 | 16,378 | |||||||
| 2,922 | (46) | 2,968 | 4,679 | |||||
| 1 | 1 | 1,712 | ||||||
| 4,240 | 4,240 | 4,240 | ||||||
| (1,318) | (46) | (1,272) | (1,272) | |||||
| 86,452 | (53) | 86,505 | 101,004 | (19,170) | 1,211 | 1,265 | (374) | 2,569 |
| 2,195 | 2,195 | (374) | 2,569 | |||||
| 1,265 | 1,265 | 1,265 | ||||||
| 1,211 | 1,211 | 1,211 | ||||||
| (19,281) | (111) | (19,170) | (19,170) | |||||
| 101,062 | 58 | 101,004 | 101,004 | |||||
| 801,868 | 985 | 800,883 | 101,004 | (66,114) | 547,482 | (9,783) | (1,122) | (2,893) |
STATEMENT OF CONSOLIDATED CASH FLOWS(*)
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| Operating activities | ||
| Net profit (loss) | 101,062 | 108,524 |
| Amortization, depreciation and impairment: | ||
| • intangible fixed assets | 63,400 | 60,927 |
| • tangible fixed assets | 49,183 | 44,525 |
| • right-of-use assets | 89,885 | 88,047 |
| • goodwill | - | - |
| Provisions, other non-monetary items and gain/losses from disposals | 24,799 | 26,771 |
| Group's share of the result of associated companies | 311 | (370) |
| Financial income and expenses | 28,863 | 27,322 |
| Current and deferred taxes | 38,263 | 41,615 |
| Cash flow from operating activities before change in working capital | 395,765 | 397,361 |
| Utilization of provisions | (9,179) | (7,822) |
| (Increase) decrease in inventories | 942 | (2,960) |
| Decrease (increase) in trade receivables | 32,873 | (33,251) |
| Increase (decrease) in trade payables | 5,648 | 3,244 |
| Changes in other receivables and other payables | 21,110 | 34,101 |
| Total change in assets and liabilities | 51,395 | (6,688) |
| Dividends received | 2 | 188 |
| Interest received (paid) | (21,234) | (24,511) |
| Taxes paid | (34,462) | (46,983) |
| Cash flow generated from (absorbed by) operating activities (A) | 391,466 | 319,367 |
| Investing activities: | ||
| Purchase of intangible fixed assets | (30,727) | (40,600) |
| Purchase of tangible fixed assets | (30,108) | (50,513) |
| Consideration from sale of non-current assets | 3,641 | 2,235 |
| Cash flow generated from (absorbed by) operating investing activities (B) | (57,194) | (88,878) |
| Purchase of subsidiaries and business units net of cash and cash equivalents acquired or dismissed | (89,199) | (66,910) |
| Increase (decrease) in payables for business acquisitions | 12,110 | (4,623) |
| (Purchase) sale of other investments and securities | - | 378 |
| Cash flow generated from (absorbed by) acquisition activities (C) | (77,089) | (71,155) |
| Cash flow generated from (absorbed by) investing activities (B+C) | (134,283) | (160,033) |
| Financing activities: | ||
| Increase (decrease) in financial payables | 232,054 | (1,756) |
| (Increase) decrease in financial receivables | - | (164) |
| Derivative instruments and other non-current assets | (705) | - |
| Commissions paid for medium/long-term financing | (7,709) | - |
| Principal portion of lease payments | (72,803) | (81,006) |
| Other non-current assets and liabilities | 992 | 2,677 |
| Treasury shares purchase | - | - |
| Dividends distributed | - | (30,939) |
| Capital increases and minority shareholders' contributions and dividends paid to third parties by subsidiaries |
(306) | (134) |
| Cash flow generated from (absorbed by) financing activities (D) | 151,523 | (111,322) |
| Net increase in cash and cash equivalents (A+B+C+D) | 408,706 | 48,012 |
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| Cash and cash equivalents at beginning of period | 138,371 | 89,915 |
| Effect of exchange rate fluctuations on cash & cash equivalents | (2,050) | 444 |
| Flows of cash and cash equivalents | 408,706 | 48,012 |
| Cash and cash equivalents at end of period | 545,027 | 138,371 |
(*) Transactions with related parties have not been reported separately because not material both at single entity and at consolidated level. Please refer to note 38 for more details.
Related-party transactions relate to lease of the main office and certain stores, to recharges of maintenance costs and general services of the above-mentioned buildings and to commercial transactions, personnel costs and loans. Such loans are detailed in Note 38.
SUPPLEMENTARY INFORMATION TO THE STATEMENT OF CONSOLIDATED CASH FLOWS
The fair values of the assets and liabilities acquired, which are described in the following section 3, are summarized in the table below:
| (€ thousands) | FY 2020 | FY 2019 |
|---|---|---|
| • Goodwill | 74,915 | 49,946 |
| • Customer lists | 18,529 | 23,145 |
| • Trademarks and non-competition agreements | 7,341 | - |
| • Other intangible fixed assets | 3,181 | 2,336 |
| • Tangible fixed assets | 3,575 | 2,891 |
| • Right-of-use assets | 13,768 | 3,605 |
| • Current assets | 7,565 | 5,793 |
| • Provisions for risks and charges | (789) | (32) |
| • Current liabilities | (18,062) | (5,063) |
| • Other non-current assets and liabilities | (17,077) | (15,392) |
| Total investments | 92,946 | 67,229 |
| Net financial debt acquired | 179 | 1,338 |
| Total business combinations | 93,125 | 68,567 |
| (Increase) decrease in payables through business acquisition | (12,110) | 4,623 |
| Purchase (sale) of other investments and securities | - | (378) |
| Cash flow absorbed by (generated from) acquisitions | 81,015 | 72,812 |
| (Cash and cash equivalents acquired) | (3,926) | (1,707) |
| Net cash flow absorbed by (generated from) acquisitions | 77,089 | 71,105 |
In addition to the acquisitions of small/medium-sized businesses, the GAES acquisition was also finalized in 2018. No significant, single acquisitions were made in 2019.
NOTES
1. GENERAL INFORMATION
The Amplifon Group is a global leader in the distribution of hearing solutions and the fitting of customized products.
The parent company, Amplifon S.p.A. (thereafter "the Parent Company") is based in Via Ripamonti 133, Milan, Italy. The Group is controlled directly by Ampliter S.r.l. (42.2% of the share capital and 59.4% of the voting rights), held 100% by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.
The consolidated financial statements at 31 December 2020 have been prepared in accordance with International Financial Reporting Standards (IFRS) and the regulations implementing article 9 of Legislative Decree No. 38 of 28 February 2005. These standards include the IAS and IFRS issued by the International Accounting Standard Board, as well as the SIC and IFRIC interpretations issued by the International Financial Reporting Interpretations Committee, which were endorsed in accordance with the procedure set out in article 6 of Regulation (EC) no. 1606 of 19 July 2002 by 31 December 2020. International Financial Reporting Standards endorsed after that date and before the preparation of these financial statements are adopted in the preparation of the consolidated financial statements only if early adoption is allowed by the endorsing regulation and the reporting standard itself and the Group has elected to do so.
The publication of the consolidated financial statements of the Amplifon Group for the year closed on 31 December 2020 was authorized by the Board of Directors on 3 March 2021. These financial statements are subject to the approval of the Annual Shareholders' Meeting of Amplifon S.p.A. convened on 23 April 2021.
The accounting policies adopted in the preparation of the annual report and a summary of the accounting principles and interpretations to be applied in the future are detailed in section 44.
2. IMPACTS OF COVID-19 EMERGENCY ON THE GROUP'S PERFORMANCE AND FINANCIAL POSITION, MEASURES ADOPTED, RISKS AND AREAS OF UNCERTAINTY
The Covid-19 health crisis and the various restrictive measures adopted by the different authorities had a significant impact on the Group's results, with total revenues falling 10.2% overall in the year, reaching a low of 43.1% in the second quarter. April was impacted the most by the lockdown, reporting a 65% drop in sales compared to the same period 2019, while in the months of May and June, as the lockdown measures were eased, there was a gradual recovery. In the second half of the year revenues were, in fact, higher than in the same period of the prior year (+6.2% at constant exchange rates), thanks to a stronger third quarter (+10.4% at constant exchange rates), driven by strong organic growth that was 8.2% higher than in the comparison period and a fourth quarter that showed improvement (+2.9% at constant exchange rates, organic growth was up +1.7%), but that was affected not only by the second wave of infections and the restrictive measures implemented
in the various markets, but also by the challenging comparison with the organic growth of 8.2%, excluding GAES.
Europe, where lockdown measures were implemented in all the main markets with the partial exception of Germany, was affected the most, but then showed quick recovery beginning at the end of April as the restrictive measures were eased with growth YoY already in July. In the United States, which was also profoundly impacted by the various restrictive measures implemented in the different states beginning at the end of March, the recovery was quick as of the end of May. In Canada and South America, where the pandemic struck later during the second quarter, the recovery is still slow and the Latin American countries continue to be penalized by the negative effects of the pandemic, though strong organic growth was posted in the last quarter. Lastly, APAC was the Group's region that suffered less thanks to the lack of store closures in Australia, despite the lockdown in the state of Victoria. The post lockdown recovery in New Zealand was very speedy after the commercial network was reopened mid-May and despite the Auckland area closures in August. In China, where the impact of the closures was felt in February, the performance was back in line with the prior year already in May. China then posted significant growth in the second half of the year, as did all the countries in this region, with the exception of India.
In response to the Covid-19 outbreak, the Group quickly prepared and implemented an effective plan of action aiming to:
- ensure the health and safety of its people and its customers;
- reduce and optimize the main operating costs, laying the foundation for greater Group productivity and structural efficiency;
- maximize cash generation;
- strengthen the financial structure through an important refinancing program in order to provide enough headroom including in the event of further lockdown periods.
More in detail:
Measures adopted to protect stakeholders during the Covid-19 pandemic
Since the start of the Covid-19 outbreak, the Group's priority has been to safeguard the health of its people, while, at the same time, serving customers in total safety. Amplifon, therefore, rapidly created a task force at both a Group and country level in order to coordinate and implement immediately all the preventive measures needed to ensure the health of its employees, customers and other stakeholders, in line with the safety measures indicated by the authorities in the different countries. These measures included, among other things, the development and adoption of a new Group-wide store protocol (which comprises the use of personal protective equipment by hearing care professionals and client advisers, visits on an appointment-only basis following an in-depth telephone check-up in order to assess the customers' state of health, strict social distancing and sanitization procedures, etc.), smart working practices for back-office personnel, as well as protocols for returning to work, developed with the support of experts, consistent with the ordinances issued in the different countries and other safety measures.
Measures to mitigate the impact on profitability and cash flow generation
During the period between March and June when the impact of the Covid-19 pandemic was the most severe, and in light of the negative impact that the restrictive or even general lockdown measures adopted by the governmental authorities in the various countries as a result of the Covid-19 crisis had on hearing care market demand, the Group moved very quickly and decisively to implement a series of measures to limit the financial-economic impact. As a result of these actions the foundation was laid for structural efficiencies and improved productivity which accelerated the strong recovery in sales margins recorded in the third quarter, that continued in the fourth quarter albeit at a slower pace, due not only to the second wave of infections and the restrictive
measures implemented in the various markets, but to a challenging comparison period. More in detail, Amplifon adopted the following cost containment and optimization measures during the pandemic's most severe period:
- labor costs: activation of the government social schemes available in the Group's different countries of operation, proportional reduction in variable compensation, voluntary pay cuts by management and a hiring freeze;
- marketing costs: cancellation of most activities and programmed investments;
- other costs: suspension of all discretionary costs and renegotiation of several supplier contracts and leases;
- strict working capital management;
- suspension of all non-essential capex and M&A transactions;
- quick use of all forms of subsidies made available by the different governmental authorities to support business;
- allocation of the entire profit for 2019 as retained earnings without paying any dividends to shareholders.
In the third quarter, as soon as external conditions allowed, the Group began to reinvest in the business by increasing investments in marketing, which were around 10% higher than in the same period of the previous year, and reactivating important corporate growth programs. The Group continued to reinvest in marketing in the fourth quarter, spending more than in fourth quarter 2019, as well as in key corporate projects despite the second wave of infections and the restrictive measures.
Measures to strengthen the Group's financial structure
Amplifon, which had already begun refinancing the next debt maturities well in advance by issuing a €350 million 7-year Eurobond at the beginning of February, finalized a series of transactions, mainly in the second quarter, aiming to strengthen the Group's financial structure. More in detail:
- €180 million in existing bilateral loans were renegotiated, the maturities were extended from 2021- 2022 to 2024-2025 and the amount was increased by €80 million;
- an additional €203 million in long-term loans were stipulated, expiring between 2023 and 2025;
- government Covid-19 loans were requested and granted for €35.5 million, of which €30.5 million utilized (€30 million in France and €0.5 million is Switzerland) and €5 million available (entirely in Switzerland);
- €65 million in new long-term irrevocable credit facilities (expiring in 2024 and 2025) were granted and the expiration of €90 million in credit lines was extended from 2021 to 2025.
At 31 December 2020 the Group had available liquidity of around €545 million, undrawn irrevocable credit lines of €265 million and uncommitted lines of €225 million versus total gross debt which, excluding lease liabilities, amounts to €1,187.7 million without significant short-term maturities as the average maturity is about 4.5 years.
In the wake of the strong initial impact of the pandemic described above and the potential effect on the ability to achieve plan targets, as well as the uncertainty of the current market environment, in March 2020 the Company deemed it opportune to withdraw the guidance issued in 2018 and updated subsequently in March 2019 to reflect the GAES acquisition.
At the date of this Annual Report, it is still not possible to estimate the duration of the pandemic and the restrictive measures implemented to limit further infections. The timing and the effectiveness of the vaccination plans being implemented in the different countries is also not clear and, therefore, it is not possible to predict the effect that the continuation of the pandemic will have on global and domestic economic activities, as well as on the Group's business. More specifically, in the event of subsequent waves of Covid-19 infections and new variants, the national authorities could reinstate all or part of the restrictive measures which could have further negative repercussions for global and domestic trade, as well as the Group's business. We also cannot exclude that if the global market
conditions should deteriorate, resulting in, for example, a prolonged recession in Europe and the United States, or worldwide, due to COVID-19, the economic and financial situation of the Company and Group could be compromised.
The Company, however, remains confident about the future in the medium/long-term, thanks to the resilience of its business, the steadfast fundamentals of the sector and the unchanged consumer behavior, as well as the strength of its competitive positioning and execution capabilities in both growth and challenging environments, like the current one.
Accounting impact
During the Covid-19 crisis the Group benefitted from the subsidies and relief made available by the different governmental authorities which aimed to compensate, at least partially, for the drop in revenues caused by the lockdown measures, and the concessions on leases recognized as income thanks to the application of the IFRS 16 amendment approved by the International Accounting Standards Board (IASB) at the end of May 2020. This amendment introduces a practical expedient based on which any concessions obtained as a result of Covid-19 related renegotiations such as a reduction in the rent owed for the period through 30 June 2021, are not viewed as lease modifications, but as variable lease payments which positively impacts the income statement. The application of this practical expedient had a positive impact of €9,409 thousand recognized as other income and costs with lower lease liabilities.
The Group also incurred a series of expenses attributable directly to the crisis. The impact on the income statement and cash flow by type of benefit/expense is shown below.
(€ thousands) Covid-19 Impact FY 2020
| Profit & Loss | Cash Flows | |
|---|---|---|
| Contributions received/costs incurred | ||
| Subsidies received from the governmental authorities and other public entities | 42,289 | 51,850 |
| For the cost of labor | 36,201 | 38,647 |
| - of which relative to contributions received | 29,937 | 32,963 |
| - of which relative to the decrease in costs in the event the public entity paid subsidies directly to the employee |
6,264 | 5,684 |
| Other business assistance | 4,729 | 6,221 |
| Tax credits, other exemptions and delays in tax payments and pension contributions | 1,359 | 6,982 |
| Lease concessions received from landlords | 9,683 | 11,836 |
| Costs tied directly to the crisis | (6,301) | (6,401) |
| Costs of personal protective equipment | (4,311) | (4,722) |
| Costs incurred to sanitize offices and stores | (99) | (94) |
| Costs incurred for consultancies (virologists and other experts, smart working, social plans) |
(619) | (436) |
| Costs for advertising and communication targeting customers | (450) | (336) |
| Logistics | (292) | (294) |
| Costs for cancelling events, advertising and other contracts | (530) | (519) |
| Cost of labor for personnel of closed stores not covered by social plans | (3,388) | (3,183) |
3. ACQUISITIONS AND GOODWILL
In order to protect cash flow from the financial impact of the Covid-19 outbreak, M&A activity was temporarily suspended as of March and subsequently resumed in the fourth quarter of 2020. In the year the Group continued with external growth and acquired 212 points of sale for a total cash-out of €89,199 thousand, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years.
More in detail during the FY 2020:
- 5 points of sale were acquired in France;
- 17 points of sale were acquired in Germany;
- 6 points of sale, that were previously part of the indirect channel, were acquired in Belgium;
- 14 points of sale and 1 customer list were acquired in Spain;
- 110 points of sale that were previously part of the indirect channel were acquired in the United States following the acquisition of the operating companies of one of Miracle-Ear's biggest franchisees;
- 54 new points of sale were added to the Group as a result of the acquisition of Attune Hearing Pty Ltd in Australia;
- 6 points of sale were acquired in China.
SHARE DEALS(*)
| Company Name | Date | Location |
|---|---|---|
| T.S.P SAS | 01/01/2020 | France |
| OA1 Sarl | 01/01/2020 | France |
| OA2 Eurl | 01/01/2020 | France |
| OA3 Eurl | 01/01/2020 | Francia |
| Entzumena SLU | 11/04/2020 | Spain |
| 579 BVBA | 02/05/2020 | Belgium |
| Attune Hearing Pty Ltd | 02/05/2020 | Australia |
| Attune Workplace Hearing Ltd | 02/05/2020 | Australia |
| Ear Deals Pty Ltd | 02/05/2020 | Australia |
| METX LLC | 12/30/2020 | USA |
| MEFL LLC | 12/30/2020 | USA |
| METAMPA LLC | 12/30/2020 | USA |
| MENM LLC | 12/30/2020 | USA |
(*)The companies were acquired at 100% and were consolidated starting from the acquisition date.
ASSET DEALS
| Company Name | Date | Location |
|---|---|---|
| Ouest Audition | 01/01/2020 | France |
| Hörakustik Scheppan | 02/18/2020 | Germany |
| Froschgassen Hörgeräte Akustik | 10/14/2020 | Germany |
| Köster Hörsysteme | 01/01/2020 | Germany |
| Hörgeräte Kehrel OHG | 01/01/2020 | Germany |
| Baumann Hörakustik GmbH | 01/01/2020 | Germany |
| Hörgeräte Nöth + Weisensee | 03/01/2020 | Germany |
| Mathias Lieber | 04/01/2020 | Germany |
| Hörzentrum Röttig (Inso) | 10/01/2020 | Germany |
| Ohr-Concept-Hörakustiker Meinersen (Jäger) | 12/01/2020 | Germany |
| Hör Riese Hörsysteme | 12/15/2020 | Germany |
| Beijing Cohesion hearing tech Co, Ltd, | 08/31/2020 | China |
| (€ thousands) | Total Purchase Price |
Cash acquired | Financial debts acquired |
Total Cost | Expected annual turnover (*) |
Contribution to turnover from the purchase date |
|---|---|---|---|---|---|---|
| Total share deals | 83,971 | (3,926) | 179 | 80,224 | 60,259 | 15,703 |
| Total asset deals | 8,975 | - | - | 8,975 | 7,433 | 4,753 |
| Total | 92,946 | (3,926) | 179 | 89,199 | 67,692 | 20,456 |
(*) Annual turnover is the best available estimate of the turnover of the firm or business acquired.
Changes in goodwill and the amounts recognized during the year following acquisitions completed in the reporting period, broken down by Groups of Cash Generating Units, are detailed in the table below.
| (€ thousands) | Net carrying value at 12/31/2019 |
Business combinations |
Disposals | Impairment | Other net changes |
Net carrying value at 12/31/2020 |
|---|---|---|---|---|---|---|
| EMEA | 839,802 | 17,191 | - | - | (863) | 856,130 |
| Americas | 126,418 | 30,871 | - | - | (9,761) | 147,528 |
| Asia Pacific | 249,291 | 26,853 | - | - | 1,807 | 277,951 |
| Total non-current assets | 1,215,511 | 74,915 | - | - | (8,817) | 1,281,609 |
"Business combinations" refers to the temporary allocation to goodwill of the portion of the purchase price paid, comprehensive of the deferred portion and the contingent consideration (earn-out) of which in note 21 e 24, which is not directly attributable to the fair value of assets and liabilities but, rather, based on the assumption that the positive contribution to cash flow will last for an indefinite period of time.
"Other net changes" is almost entirely attributable to foreign exchange differences.
A summary of the carrying amount and fair value of assets and liabilities, deriving from the provisional allocation of the purchase price due to business combinations excluding the purchase of non-controlling interests in subsidiaries, is provided in the following table.
| (€ thousands) | EMEA | Americas | Asia Pacific | Total |
|---|---|---|---|---|
| Cost of acquisitions of the period | 19,930 | 39,143 | 33,873 | 92,946 |
| Assets and liabilities acquired – Book value | ||||
| Current assets | 249 | 1,348 | 2,042 | 3,639 |
| Current liabilities | (2,595) | (6,742) | (3,873) | (13,210) |
| Net working capital | (2,346) | (5,394) | (1,831) | (9,571) |
| Other intangible, tangible and right-of-use assets | 4,939 | 8,951 | 6,634 | 20,524 |
| Provisions for risks and charges | (46) | - | (743) | (789) |
| Other non-current assets and liabilities | (4,180) | (1,831) | (3,708) | (9,719) |
| Non-current assets and liabilities | 713 | 7,120 | 2,183 | 10,016 |
| Net invested capital | (1,633) | 1,726 | 352 | 445 |
| Net financial position | 958 | 112 | 2,678 | 3,748 |
| Net equity acquired - book value | (675) | 1,838 | 3,030 | 4,193 |
| Difference to be allocated | 20,605 | 37,305 | 30,843 | 88,753 |
| Allocations | ||||
| Trademarks | - | - | 5,110 | 5,110 |
| Non-competition agreements | - | 2,231 | - | 2,231 |
| Customer lists | 6,764 | 10,543 | 1,222 | 18,529 |
| Contract liabilities - Short and long-term | (2,260) | (5,873) | (1,284) | (9,417) |
| Deferred tax assets | 1,370 | 2,063 | 841 | 4,274 |
| Deferred tax liabilities | (2,460) | (2,530) | (1,899) | (6,889) |
| Total allocations | 3,414 | 6,434 | 3,990 | 13,838 |
| Goodwill | 17,191 | 30,871 | 26,853 | 74,915 |
Identification of the Groups of Cash Generating Units
For the purposes of impairment testing the total goodwill stemming from the cost incurred for a business combination was allocated to Groups of Cash Generating Units; these Groups of Cash Generating Units were identified by region and benefit from synergies, as well as shared policies, and are autonomous in the management and use of resources.
The assets allocation to Groups of Cash Generating Units and the identification criteria of these groups are the same with respect to the financial Statements as at 31 December 2019.
The groups of cash generating units identified for the purpose of impairment testing in 2020 are:
- EMEA (Italy, France, the Netherlands, Germany, Belgium and Luxembourg, Switzerland, Spain, Portugal, the UK, Ireland, Hungary, Poland, Israel and Egypt);
- Americas (USA, Canada, Argentina, Chile, Mexico, Panama, Ecuador and Colombia);
- Asia Pacific (Australia, New Zealand, India and China).
Goodwill is evaluated at the higher of fair value and value in use. As at 31 December 2020 the management run his evaluations taking into consideration the value in use.
All the groups of cash generating units were subject to the IAS 36 compliant impairment tests, based on the value in use calculated using the discounted cash flow (DCF) method net of tax consistent with the post-tax discount rates used.
The value in use of the groups of cash generating units was determined by discounting the estimated future cash flows forecast in the three-year business plan (2021-2023) approved by the subsidiaries as well as from the Amplifon Group business plan approved by the Board of Directors on 16 December 2020.
The impairment test was approved by the Board of Directors of the Parent Company prior the approval of the Group Financial Statements.
The discount rate (WACC), the growth rate (g), the expected changes in revenues and costs during the period assumed for the calculation were the main assumptions the management took for the estimate of the value in use.
The rate adopted to discount the expected cash flows is the weighted average cost of capital (WACC) post tax, it reflects the current market evaluations and has been determined using the following drivers: the free risk interest rate on CGU level represented by the yield of the ten-years government bonds, the Beta, the equity risk premium and the cost of debt.
Beta and equity risk premium have been determined using a world known data bank (Damodaran) that for the Equity risk premium takes into consideration market and macroeconomic risks, including the COVID-19 risks, and for the Beta, that measures the systematic risk of a financial assets, the risks of the market in which the Group operates. The Beta has been calculated through the arithmetic average of Healthcare Products, Healthcare Support Services and Retail special lines Beta.
The perpetual growth rate for each country was adjusted to reflect the International Monetary Fund's forecast for inflation in 2024.
| EMEA | Americas | Asia Pacific | |
|---|---|---|---|
| Growth rate | 1.48% | 2.32% | 2.25% |
| WACC (*) 2020 | 5.03% | 6.38% | 5.90% |
| Cash flow time horizon (explicit assumption) | 3Y | 3Y | 3Y |
| WACC (*) 2019 | 5.24% | 8.40% | 6.67% |
(*) The WACC of the Groups of CGUs was determined by weighting the WACCs of each individual CGU found in the region based on the respective EBITDA recorded in the last year of the business plan.
No loss in value was identified as a result of impairment testing.
For all the Groups of Cash Generating Units, as suggested by ESMA, a sensitivity analysis was also carried out to determine the change in underlying assumptions which, in light of the impact of this change on other variables, would result in the Groups of Cash Generating Units' recoverable value being equal to its book value. This analysis, shown in the table below, showed that only significant deviations from the business targets, in interest rates and perpetual growth rates, would reduce the recoverable value to a level close to the book value of all the Groups of Cash Generating Units.
| Negative changes (percentage points) in growth rate expected on the basis of each business plan which would make the CGU's recoverable value equal to its book value |
Negative % changes in cash flow expected on the basis of each business plan which would make the CGU's recoverable value equal to its book value |
Changes (percentage points) in the discount rates which would make the CGU's recoverable value equal to its book value |
|
|---|---|---|---|
| EMEA | 23% | 80% | 15% |
| Americas | 73% | 87% | 28% |
| Asia Pacific | 5% | 57% | 4.90% |
4. INTANGIBLE FIXED ASSETS WITH FINITE USEFUL LIFE
The following table shows the changes in intangible assets.
| (€ thousands) | Historical cost at 12/31/2019 |
Accumulated amortization and write-downs at 12/31/2019 |
Net book value at 12/31/2019 |
Historical cost at 12/31/2020 |
Accumulated amortization and write-downs at 12/31/2020 |
Net book value at 12/31/2020 |
|---|---|---|---|---|---|---|
| Software | 151,863 | (100,820) | 51,043 | 180,253 | (118,676) | 61,577 |
| Licenses | 21,836 | (14,762) | 7,074 | 22,638 | (18,172) | 4,466 |
| Non-competition agreements | 7,342 | (6,693) | 649 | 10,451 | (7,376) | 3,075 |
| Customer lists | 378,407 | (167,075) | 211,332 | 391,110 | (191,905) | 199,205 |
| Trademarks and concessions | 82,052 | (24,599) | 57,453 | 86,668 | (29,755) | 56,913 |
| Other | 28,423 | (12,022) | 16,401 | 27,343 | (12,025) | 15,318 |
| Fixed assets in progress and advances |
23,556 | - | 23,556 | 20,631 | - | 20,631 |
| Total | 693,479 | (325,971) | 367,508 | 739,094 | (377,909) | 361,185 |
| (€ thousands) | Net book value at 12/31/2019 Investments |
Disposals | Amortization | combinations Impairment Other net Business |
changes | Net book value at 12/31/2020 |
||
|---|---|---|---|---|---|---|---|---|
| Software | 51,043 | 13,553 | (230) | (20,875) | 23 | (4) | 18,067 | 61,577 |
| Licenses | 7,074 | 323 | (1) | (3,583) | - | (30) | 683 | 4,466 |
| Non-competition agreements | 649 | 833 | - | (974) | 2,231 | - | 336 | 3,075 |
| Customer lists | 211,332 | - | (224) | (28,149) | 18,529 | (1,728) | (555) | 199,205 |
| Trademarks and concessions | 57,453 | 88 | - | (5,771) | 5,110 | - | 33 | 56,913 |
| Other | 16,401 | 67 | (939) | (2,134) | 2,811 | (152) | (737) | 15,318 |
| Fixed assets in progress and advances |
23,556 | 15,863 | - | - | 347 | - | (19,135) | 20,631 |
| Total | 367,508 | 30,727 | (1,394) | (61,485) | 29,051 | (1,914) | (1,308) | 361,185 |
The change in "Business combinations" comprises:
- for €6,764 thousand, the temporary allocation of the price paid for acquisitions made in EMEA during the period;
- for €13,208 thousand, the temporary allocation of the price paid for acquisitions made in the Americas during the period;
- for €6,702 thousand, the temporary allocation of the price paid for acquisitions made in the APAC during the period.
The increase in intangible fixed assets recorded in the period is mainly attributable to investments in information technology where increased customer focus and the desire to increase control of operations fueled the significant work done on both technological infrastructures and in-store systems to support the Amplifon Product Experience (which has redefined Amplifon's entire customer journey) and the operating and back office processes with the launch of a new ERP system based on the new cloud technology, which will gradually be used by the whole Group (to the benefit of HR, Procurement and Administration and Finance functions), as well as the use of advanced business intelligence technologies.
The item "Other net changes" is explained almost entirely by foreign exchange differences and the reclassification of work in progress completed in the period.
5. TANGIBLE FIXED ASSETS
The following table shows the changes in tangible fixed assets.
| (€ thousands) | Historical cost at 12/31/2019 |
Accumulated amortization and write-downs at 12/31/2019 |
Net book value at 12/31/2019 |
Historical cost at 12/31/2020 |
Accumulated amortization and write-downs at 12/31/2020 |
Net book value at 12/31/2020 |
|---|---|---|---|---|---|---|
| Land | 209 | - | 209 | 205 | - | 205 |
| Buildings, constructions and leasehold improvements |
239,688 | (150,402) | 89,286 | 267,451 | (180,675) | 86,776 |
| Plant and machines | 59,788 | (42,305) | 17,483 | 58,805 | (42,985) | 15,820 |
| Industrial and commercial equipment | 50,506 | (36,523) | 13,983 | 51,429 | (40,054) | 11,375 |
| Motor vehicles | 3,127 | (2,185) | 942 | 2,439 | (2,108) | 331 |
| Computers and office machinery | 62,500 | (46,956) | 15,544 | 65,385 | (52,248) | 13,137 |
| Furniture and fittings | 125,814 | (79,300) | 46,514 | 109,800 | (77,178) | 32,622 |
| Other tangible fixed assets | 3,364 | (889) | 2,475 | 3,213 | (1,086) | 2,127 |
| Fixed assets in progress and advances |
10,143 | - | 10,143 | 15,223 | - | 15,223 |
| Total | 555,139 | (358,560) | 196,579 | 573,950 | (396,334) | 177,616 |
| (€ thousands) | Net book value at 12/31/2019 |
Investments | Disposals Amortization | combinations Impairment Other net Business |
changes | Net book value at 12/31/2020 |
||
|---|---|---|---|---|---|---|---|---|
| Land | 209 | - | - | - | - | - | (4) | 205 |
| Buildings, constructions and leasehold improvements |
89,286 | 9,082 | (251) | (21,704) | 760 | (881) | 10,484 | 86,776 |
| Plant and machines | 17,483 | 1,732 | (146) | (4,044) | 477 | (164) | 482 | 15,820 |
| Industrial and commercial equipment |
13,983 | 693 | (75) | (3,209) | 250 | (52) | (215) | 11,375 |
| Motor vehicles | 942 | 19 | (150) | (206) | 62 | - | (336) | 331 |
| Computers and office machinery | 15,544 | 3,407 | (27) | (7,489) | 815 | 22 | 865 | 13,137 |
| Furniture and fittings | 46,514 | 4,158 | 29 | (10,742) | 886 | (369) | (7,854) | 32,622 |
| Other tangible fixed assets | 2,475 | 36 | (26) | (328) | - | (17) | (13) | 2,127 |
| Fixed assets in progress and advances |
10,143 | 10,981 | (75) | - | 325 | - | (6,151) | 15,223 |
| Total | 196,579 | 30,108 | (721) | (47,722) | 3,575 | (1,461) | (2,742) | 177,616 |
The investments made in the period refer primarily to network expansion with the opening of new stores and renewal of existing ones based on the Group's new brand image.
The change in "Business combinations" comprises:
- for €768 thousand, the temporary allocation of the price paid for acquisitions made in EMEA during the period;
- for €1,009 thousand, the temporary allocation of the price paid for acquisitions made in
- the Americas during the period;
- for €1,798 thousand, the temporary allocation of the price paid for acquisitions made in APAC during the period.
The item "Other net changes" is explained almost entirely by foreign exchange differences and the reclassification of work in progress completed in the period.
6. RIGHT-OF-USE ASSETS
Right-of-use assets are reported here below:
| (€ thousands) | Historical cost at 12/31/2019 |
Accumulated amortization and write-downs at 12/31/2019 |
Net book value at 12/31/2019 |
Historical cost at 12/31/2020 |
Accumulated amortization and write-downs at 12/31/2020 |
Net book value at 12/31/2020 |
|---|---|---|---|---|---|---|
| Shops and offices | 490,070 | (82,424) | 407,646 | 559,664 | (160,341) | 399,323 |
| Motor vehicles | 16,875 | (6,625) | 10,250 | 19,142 | (9,511) | 9,631 |
| Electronic machinery | 694 | (161) | 533 | 687 | (303) | 384 |
| Total | 507,639 | (89,210) | 418,429 | 579,493 | (170,155) | 409,338 |
| (€ thousands) | Net book value at 12/31/2019 |
Investments | Disposals | Amortization | Business combinations |
Impairment Other net | changes | Net book value at 12/31/2020 |
|---|---|---|---|---|---|---|---|---|
| Shops and offices | 407,646 | 77,345 | (11,897) | (84,484) | 13,768 | (116) | (2,939) | 399,323 |
| Motor vehicles | 10,250 | 5,024 | (452) | (5,137) | - | - | (54) | 9,631 |
| Electronic machinery | 533 | 13 | (3) | (148) | - | - | (11) | 384 |
| Total | 418,429 | 82,382 | (12,352) | (89,769) | 13,768 | (116) | (3,004) | 409,338 |
7. OTHER NON-CURRENT ASSETS
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Long-term financial receivables | 5,893 | 7,866 | (1,973) |
| Asset Plans and other restricted amounts | 30,371 | 33,516 | (3,145) |
| Other non-current assets | 23,652 | 26,134 | (2,482) |
| Total | 59,916 | 67,516 | (7,600) |
More in detail:
- long-term financial receivables refer largely to the loans granted by American subsidiaries to franchisees and partners of the Elite network in order to support investment and development in the United States, held as part of a business model based on which contractual cash flows are collected at maturity;
- asset plans and other restricted amounts refer to contributions made to the deferred compensation plans of commercial partners in the United States against which a liability is recognized as described in note 19.
Other non-current assets include:
- €9,213 thousand in security deposits for rents payable;
- €13,385 thousand related to suspended costs, commissions and other compensation payable for post-sales services to be rendered in the future relating mainly to the agents in Italy.
The cash flow stemming from the contracts relating to both long-term financial receivables and other non-current assets are discounted when the interest rate applied differs from the market rate.
The following tables show the non-current assets in accordance with the accounting treatment applied.
| (€ thousands) | DECEMBER 31ST, 2020 | ||
|---|---|---|---|
| Consolidated statement of financial position | Amortized cost | Fair Value through OCI | Fair Value through P&L |
| Non-current assets | |||
| Financial assets measured at FV through P&L | |||
| Financial long-term receivables | 5,893 | ||
| Asset plans and other restricted amounts | 30,371 | ||
| Other non-current assets | 23,652 | ||
| (€ thousands) | DECEMBER 31ST, 2019 | ||
| Consolidated statement of financial position | Amortized cost | Fair Value through OCI | Fair Value through P&L |
| Non-current assets | |||
| Financial assets measured at FV through P&L | |||
| Financial long-term receivables | 7,866 | ||
| Asset plans and other restricted amounts | 33,516 |
8. DERIVATIVES AND HEDGE ACCOUNTING
These are instruments not listed on official markets; entered into for the purpose of hedging interest rate and/or currency risk. The fair value of these instruments is determined using valuation models based on market-derived inputs (source: Bloomberg) such as forward rates, exchange rates, etc. The valuation is performed using the DCF method. Own risk and counterparty risk (credit/debit value adjustments) were taken into account. These credit/debit value adjustments were determined based on market information such as the value of CDS (Credit Default Swaps) and used to determine counterparty risk, also taking into account the mutual break clause if present.
The following table shows the fair values of the derivatives outstanding at the end of the comparative period and at the reporting date showing the fair value of those derivatives that qualify as fair value hedges and cash flow hedges and those that do not qualify for hedge accounting separately.
(€ thousands) FAIR VALUE AL 31/12/2020 FAIR VALUE AL 31/12/2019 Type Assets (Liabilities) Assets (Liabilities) Fair value hedge - - - - Cash flow hedge 4,327 (5,963) 10,354 (4,290) Total hedge accounting 4,327 (5,963) 10,354 (4,290) Non-hedge accounting - (112) - (28) Total 4,327 (6,075) 10,354 (4,318)
Cash Flow Hedges
In 2020, cash flow hedges were made against the currency and interest rate risk relating to the 2013-2025 private placement amounting to USD 110 million after the repayment of two tranches that fell due on 31 July 2020 for a total of USD 20 million and the interest rate risk relating to the first tranche (Facility A) of the medium/long-term syndicated loan used for the GAES acquisition that had a residual balance of €198,750 thousand at 31 December 2020, as well as other outstanding medium/ long-term loans totaling €329.6 million at 31 December 2020.
| (€ thousands) | FAIR VALUE AT 12/31/2020 |
FAIR VALUE AT 12/31/2019 |
|||
|---|---|---|---|---|---|
| Hedging purpose | Hedged risk | Assets | (Liabilities) | Assets | (Liabilities) |
| Private placement 2013-2025 | Exchange rate and interest rate |
4,327 | - | 10,354 | - |
| Medium/long-term loans | Interest rate | - | (3,475) | - | (2,017) |
| Syndicated loan for GAES acquisition | Interest rate | - | (2,488) | - | (2,273) |
| Total | 4,327 | (5,963) | 10,354 | (4,290) |
The following table details the gains or losses from the derivatives currently in place and the impact on the statement of financial position of the cash flow hedge reserve. Amounts are shown before the tax effect.
| (€ thousands) | Recognized in net equity (Debit)/Credit |
Reclassified to the income statement - Effective portion (Loss) Gain |
Reclassified to the income statement - Ineffective portion (Loss) Gain |
|---|---|---|---|
| 1/1/2019 - 12/31/2019 | 2,371 | 2,183 | (257) |
| 1/1/2020 - 12/31/2020 | 2,888 | 10,556 | 33 |
The maturity of the hedges is in line with the duration of the item hedged. Please refer to Note 17 for details.
Non-hedge accounting derivatives
Non-hedge accounting derivatives comprise forwards hedging the exchange risk on dividends that Amplifon USA will pay Amplifon S.p.A. which expire in February and May 2021.
The following tables show the derivative instruments in accordance with the accounting treatment applied:
| (€ thousands) | DECEMBER 31ST, 2020 | |||
|---|---|---|---|---|
| Consolidated statement of financial position | Fair value Net Equity | Fair Value through P&L | ||
| Asset Derivative Instruments – Cash flow hedge | 4,327 | |||
| Liability Derivative Instruments – Cash flow hedge | (5,963) | |||
| Asset Derivative Instruments - Non-hedge accounting | ||||
| Liability Derivative Instruments - Non-hedge accounting | (112) |
(€ thousands) DECEMBER 31ST, 2019
| Consolidated statement of financial position | Fair value Net Equity | Fair Value through P&L |
|---|---|---|
| Asset Derivative Instruments – Cash flow hedge | 10,354 | |
| Liability Derivative Instruments – Cash flow hedge | (4,290) | |
| Asset Derivative Instruments - Non-hedge accounting | ||
| Liability Derivative Instruments - Non-hedge accounting | (28) |
The following table shows the fair value measurement on the basis of a hierarchy reflecting the level of significance of the data used for the valuation.
This hierarchy consists of the following levels:
-
listed (unadjusted) prices in active markets for identical assets and liabilities;
-
- input data other than the above listed prices, but which can be observed directly or indirectly in the market;
-
- input data on assets or liabilities not based on observable market data.
| (€ thousands) | 2020 | 2019 | ||
|---|---|---|---|---|
| Level 1 Level 2 |
Level 3 Total |
Level 1 Level 2 |
Level 3 Total |
|
| Assets | ||||
| Hedging instruments | ||||
| • Long-term | 4,327 | 4,327 | 8,153 | 8,153 |
| • Short-term | 2,201 | 2,201 | ||
| Liabilities | ||||
| Hedging instruments | ||||
| • Long-term | (5,963) | (5,963) | (4,290) | (4,290) |
| • Short-term | (112) | (112) | (28) | (28) |
There were no transfers among the levels during the period.
| (€ thousands) | BALANCE AT 12/31/2020 | BALANCE AT 12/31/2019 | ||||
|---|---|---|---|---|---|---|
| Cost | Obsolescence provision |
Net | Cost | Obsolescence provision |
Net | |
| Goods | 69,832 | (12,399) | 57,432 | 71,107 | (6,515) | 64,592 |
| Total | 69,832 | (12,399) | 57,432 | 71,107 | (6,515) | 64,592 |
Movements in the provision for obsolescence for inventories in the year were as follows:
| (€ thousands) | |
|---|---|
| Balance at 12/31/2019 | (6,515) |
| Provision | (6,426) |
| Utilization | 629 |
| Business combination | (38) |
| Translation differences and other movements | (49) |
| Balance at 12/31/2020 | (12,399) |
10. TRADE RECEIVABLES
Trade receivables are detailed in the following table:
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Trade receivables | 169,021 | 205,107 | (36,086) |
| Trade receivables - Subsidiaries | 21 | (9) | 30 |
| Trade receivables - Parent company | 14 | 117 | (103) |
| Trade receivables - Associated companies and joint ventures |
4 | 4 | - |
| Total trade receivables | 169,060 | 205,219 | (36,159) |
The breakdown of trade receivables is shown in the table below:
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Trade receivables | 185,933 | 222,910 | (36,977) |
| Sales returns liabilities | (4,051) | (5,266) | 1,215 |
| Allowance for doubtful accounts | (12,861) | (12,537) | (324) |
| Total | 169,021 | 205,107 | (36,086) |
The average collection time was around 30 days in 2020 and there is no significant concentration of credit risk.
€177,629 thousand of the trade receivables are held as part of a "held to collect" business model based on which contractual cash flows are collected at maturity and €8,343 thousand are held as part of a "hold to collect and sell" business model based on which contractual cash flows are collected at maturity or through a sale.
The face value of the factoring without recourse transactions carried out in the year amounted to €58,716 thousand (versus €75,222 thousand in the prior year) and relate to receivables generated in the year and, therefore, did not have a significant impact on the comparison with the prior year.
Movements in the allowance for doubtful accounts in the year were as follows:
| (€ thousands) | |
|---|---|
| Balance at 12/31/2019 | (12,537) |
| Provisions | (6,865) |
| Reversals | 1,716 |
| Utilization for charges | 4,689 |
| Business combinations | (81) |
| Translation differences and other net changes | 217 |
| Balance at 12/31/2020 | (12,861) |
In compliance with the mandatory disclosure requirements in Italy as per Law n. 124 of 4/8/17 n. 124, please note that in 2020 Amplifon S.p.A. received a total of €40,524 thousand (as shown in 39,594 invoices) from public entities, of which €35,395 thousand (as shown in 34,583 invoices) through financial operators, and €5,129 thousand (as shown in 5,011 invoices) through direct deposits.
11. CONTRACT COSTS
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Contract costs – Short-term | 5,051 | 4,386 | 665 |
| Contract costs – Long-term | 7,777 | 7,339 | 438 |
| Total | 12,828 | 11,725 | 1,103 |
The contract costs, of €12,828 thousand, refer to the costs incurred to obtain or fulfil contracts capitalized in accordance with IFRS 15. These typically include commissions and bonuses paid to employees and agents for each sale made. These are deferred and recognized in the income statement based on the level to which the different contractual performance obligations have been satisfied.
| (€ thousands) | |
|---|---|
| Net value at 12/31/2019 | 11,725 |
| Increase linked to customer contracts and reversals | 510 |
| Business combinations | 672 |
| Translation differences and other net changes | (79) |
| Net value at 12/31/2020 | 12,828 |
The impact of the contract costs on the income statement for the next five years is shown below:
| (€ thousands) | 2021 | 2022 | 2023 | 2024 | 2025 and beyond |
|---|---|---|---|---|---|
| Contract costs | 5,053 | 4,012 | 2,238 | 1,087 | 438 |
12. OTHER RECEIVABLES
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Tax receivables | 15,890 | 26,785 | (10,895) |
| Other receivables | 18,663 | 21,569 | (2,906) |
| Non-financial prepayments and accrued income | 20,911 | 23,199 | (2,288) |
| Total | 55,464 | 71,553 | (16,089) |
Tax receivables
Tax receivables comprise mainly tax advances of €9,515 thousand to be used to offset tax payables, as well as €4,659 thousand in VAT and other indirect tax credits, of which €4,616 thousand held based on a held to collect business model (cash flows collected at maturity).
Factoring without recourse of VAT credits amounted to €9,500 thousand in the reporting period with net proceeds reaching €9,400 thousand (€29,845 thousand and €29,600 thousand, respectively, at 31 December 2019);
Other receivables
Other receivables are held with a view to collecting the contractual cash flows at maturity.
Non-financial accrued income and prepaid expenses
More in detail, this item refers:
- for €10,734 thousand, to services to be rendered in the future and for which revenue recognition is deferred (mainly post sales services) relating primarily to agents in Italy;
- for €2,524 thousand, to other services;
- for €490 thousand, to advertising;
- for €464 thousand, to insurance.
13. OTHER FINANCIAL ASSETS
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Other financial assets | 8,997 | 60 | 8,937 |
| Financial prepayments and accrued income | - | 180 | (180) |
| Total | 8,997 | 240 | 8,757 |
"Other financial assets" amounted to € 8,997 thousand at 31 December and include short-term time deposits with a maturity of more than three months in accounts opened by the US subsidiary.
14. CASH AND CASH EQUIVALENTS
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Bank current accounts | 511,644 | 133,011 | 378,633 |
| Short-term bank deposits | 30,218 | - | 30,218 |
| Funds | 1,417 | 3,642 | - (2,225) |
| Cash on hand | 1,748 | 1,718 | 30 |
| Total | 545,027 | 138,371 | 406,656 |
Cash and cash equivalents, which amounted to €545,027 thousand at 31 December 2020 and €138,371 thousand at 31 December 2019, are €406,656 thousand higher. This change is attributable mainly to debt refinancing and the new loans obtained as part of a series of initiatives and actions which made it possible to refinance the next debt maturities well in advance as well as, since the beginning of the pandemic, better manage the Group's liquidity position and financial structure, as well as further strengthen financial solidity.
Cash and cash equivalents are deposited with top rated banks and earn interest at market rates.
(€ thousands) Rating S&P short-term Balance at 12/31/2020 A-1+ A-1 A-2 A-3 B Other(*) Non-current assets Hedging instruments – long-term 4,327 Note 8 4,327 Current assets
The S&P rating of financial assets (short-term for current items and long-term for the corresponding items) is detailed below:
(*) Other financial assets are primarily representative of investments in time deposits with unrated counterparties but that amply meet the minimum capital requirements set by ECB, and investments in money market liquidity funds mainly targeted towards bank deposits, usually with credit institutions having their registered office in an EU member state, that are repayable on demand and money market instruments and government of European Union bonds.
deposits and funds 543,279 Note 14 20,441 223,178 186,169 17,223 43,782 52,486
Cash on hand
Hedging instruments – short-term Bank current accounts, short-term bank
15. SHARE CAPITAL
At 31 December 2020 the share capital comprised 226,388,620 ordinary shares with a par value of €0.02 fully paid in and subscribed, unchanged with respect to 31 December 2019.
A total of 1,666,441 of the performance stock grant rights were exercised in the period, as a result of which the Group transferred the same number of treasury shares to the beneficiaries.
In the period there were no purchases of treasury shares.
A total of 1,602,646 treasury shares, or 0.708% of the parent's share capital, were held at 31 December 2020.
Information relating to the treasury shares held is shown below.
| N. of shares | Average purchase price (Euro) | Total amount | |
|---|---|---|---|
| FV of transferred rights (Euro) | (€ thousands) | ||
| Held at 12/31/2019 | 3,269,087 | 8.911 | 29,131 |
| Purchases | - | - | - |
| Transfers due to exercise of performance stock grants |
(1,666,441) | 8.911 | (14,850) |
| Held at 12/31/2020 | 1,602,646 | 8.911 | 14,281 |
16. NET FINANCIAL POSITION
In accordance with the requirements of the Consob communication dated 28 July 2006 and in compliance with the CESR (now ESMA) recommendation of 10 February 2005 "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", the Group's net financial position at 31 December 2020 was as follows:
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Cash and cash equivalents | (545,027) | (138,371) | (406,656) |
| Short term investments | (8,980) | - | (8,980) |
| Private placement 2013-2025 | - | 17,803 | (17,803) |
| Payables for business acquisitions | 6,693 | 10,245 | (3,552) |
| Bank overdraft and other short-term loans from third parties (including current portion of medium/long-term debt) |
71,370 | 141,032 | (69,662) |
| Other net financial payables | 6,232 | 5,594 | 638 |
| Hedging derivatives | 112 | (2,253) | 2,365 |
| Short-term financial position | (469,600) | 34,050 | (503,650) |
| Private placement 2013-2025 | 89,642 | 97,917 | (8,275) |
| Eurobond 2020-2027 | 350,000 | - | 350,000 |
| Other medium/long-term debt | 635,633 | 653,751 | (18,118) |
| Hedging derivatives | (4,272) | (12,547) | 8,275 |
| Medium/long-term acquisition payables | 32,262 | 13,527 | 18,735 |
| Net medium and long-term financial position | 1,103,265 | 752,648 | 350,617 |
| Net financial position | 633,665 | 786,698 | (153,033) |
| Lease liabilities – current portion | 85,430 | 81,585 | 3,845 |
| Lease liabilities – non-current portion | 337,350 | 343,040 | (5,690) |
| Lease liabilities | 422,780 | 424,625 | (1,845) |
| Total lease liabilities & net financial debt | 1,056,445 | 1,211,323 | (154,878) |
The net financial position, including lease liabilities, amounted to €1,056,445 thousand at 31 December 2020.
In 2020 Amplifon refinanced debt, extended maturities and obtained new loans for a total of more than €1 billion: at the beginning of February, a €350 million 7-year Eurobond was issued in order to refinance the next debt maturities well in advance and, at the first signs of the pandemic, a series of initiatives and actions were completed which made it possible to better manage the Group's liquidity position and financial structure, as well as further strengthen its financial solidity. More in detail:
- €180 million in existing bilateral loans were renegotiated, the maturities were extended from 2021- 2022 to 2024-2025 and the amount was increased by €80 million;
- an additional €203 million in long-term loans were stipulated, expiring between 2023 and 2025;
- government Covid-19 loans were requested and granted for €35.5 million, of which €30.5 million disbursed (€30 million in France and €0.5 million is Switzerland) and €5 million available (entirely in Switzerland);
- €65 million in new long-term irrevocable credit facilities (expiring in 2024 and 2025) were granted and the expiration of €90 million in credit lines was extended from 2021 to 2025.
The medium/long-term portion of the net financial position, excluding lease liabilities, reached €1,103,265 thousand at 31 December 2020 versus €752,648 thousand at 31 December 2019, a difference of €350,617 thousand. The increase recorded in the period is attributable to the transactions carried out to strengthen the financial structure described above, net the repayment of tranches of the syndicated loan used for the GAES acquisition (approximately €305 million).
The short-term portion of the net financial position, excluding the lease liabilities, improved by €503,650 thousand, going from a negative €34,050 thousand at 31 December 2019 to a positive €469,600 thousand at 31 December 2020. The change is attributable mainly to the liquidity generated by debt refinancing and the new loans described above and includes the short-term portion of the syndicated loan used for the GAES acquisition (€39,750 thousand), the short term portion of other long-term bank loans (€25,964 thousand), the interest payable on private placement (€1,702 thousand), the Eurobond (€3,478 thousand), the interest payable on other bank loans and finally the best estimate of the deferred payments for acquisitions (€6,693 thousand), short term investments (€8,980) as well as cash and cash equivalents (€545,027 thousand).
In order to reconcile the above items with the statement of financial position, a breakdown of certain items is provided below.
Bank loans, the Eurobond 2020-2027 and the private placement 2013-2025 are shown in the primary statement of financial position:
a. under the item "medium/long-term financial liabilities" described in the section 17 of the explanatory notes for the long-term portion.
| (€ thousands) | Balance at 12/31/2020 |
|---|---|
| Private placement 2013-2025 | 89,642 |
| Eurobond 2020-2027 | 350,000 |
| Syndicated loan for GAES acquisition | 159,000 |
| Other medium/long-term debt | 476,633 |
| Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for GAES acquisition |
(5,954) |
| Medium/long-term financial liabilities | 1,069,321 |
b. under the item "financial payables (current)", described in the section 27 of the explanatory notes for the current portion.
| (€ thousands) | Balance at 12/31/2020 |
|---|---|
| Bank overdraft and other short-term debt (including current portion of other long-term debt) | 71,370 |
| Other financial payables | 6,232 |
| Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for GAES acquisition |
(1,987) |
| Short-term financial liabilities | 75,615 |
All the other items in the net financial position table can be easily referred to in the financial consolidated statements.
17. FINANCIAL LIABILITIES
Financial liabilities breakdown is as follows:
| (€ thousands) | Balance at 12/31/2020 |
Balance at 12/31/2019 |
Change |
|---|---|---|---|
| Private placement 2013-2025 | 89,642 | 97,917 | (8,275) |
| Eurobond 2020-2027 | 350,000 | - | 350,000 |
| Syndicated loan for GAES acquisition | 159,000 | 463,750 | (304,750) |
| Other medium long-term bank loans | 476,633 | 190,001 | 286,632 |
| Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition |
(5,954) | (949) | (5,005) |
| Total medium/long-term financial liabilities | 1,069,321 | 750,719 | 318,602 |
| Short term debt | 75,615 | 163,947 | (88,332) |
| • of which current portion for the financing for GAES acquisition | 39,750 | 39,750 | - |
| • of which current portion for the private placement 2013-2025 | - | 17,803 | (17,803) |
| • of which current portion of other short-term bank loans | 25,964 | 6,666 | 19,298 |
| • of which fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition |
(1,987) | (663) | (1,324) |
| Total short-term financial liabilities | 75,615 | 163,947 | (88,332) |
| Total financial liabilities | 1,144,936 | 914,666 | 230,270 |
At the beginning of February Amplifon began refinancing the next debt maturities well in advance by issuing a €350 million 7-year Eurobond. In order, furthermore, to protect the Group, at the first signs of the pandemic new long-term financing was obtained at market rates (term loan and revolving credit lines) for €383.5 million expiring between 2023 and 2025, €180 million in existing bilateral loans were renegotiated, with the maturities extended to 2024-2025, and the expiration of €90 million in revolving credit lines was also extended through 2025. The transactions completed and renegotiated, therefore, totaled more than €1 billion.
The main financial liabilities are detailed below.
• Eurobond 2020-2027
This is a €350,000 thousand 7-year nonconvertible bond with a fixed annual coupon of 1.125% that is listed on the Luxembourg Stock Exchange's unregulated market.
| Issue Date | Debtor | Maturity | Face Value (€/000) |
Fair Value (€/000) |
Nominal interest rate (*) |
Interest rate after the hedging |
|---|---|---|---|---|---|---|
| 02/13/2020 | Amplifon S.p.A. | 02/13/2027 | 350,000 | 350,339 | 1.125% | N/A |
| Total in Euro | 350,000 | 350,339 |
(*) The nominal interest rate is equal to the mid swap plus a spread.
• Syndicated loan for the GAES acquisition
An unsecured syndicated bank loan negotiated with five top-tier banks for the acquisition of GAES originally comprised of two tranches:
- a five-year amortizing loan of €265 million (Facility A);
- a €265 million 18 month bullet loan (Facility B) with an option to extend it to five years which may be exercised at Amplifon's discretion before the expiration date. This tranche was paid back in February 2020 thanks to the proceeds of the Eurobond issue above mentioned.
| Issue Date | Debtor | Maturity | Nominal value (€/000) |
Outstanding debt (€/000) |
Fair Value (€/000) |
Nominal interest rate (*) |
Euro interest rate after hedging (**) |
|---|---|---|---|---|---|---|---|
| 12/18/2018 | Amplifon S.p.A. | 09/28/2023 | 265,000 | 198,750 | 203,685 | 0.727% | 1.382% |
| Total in Euro | 265,000 | 198,750 | 203,685 |
(*) The nominal interest rate is equal to Euribor plus a spread.
(**) The floating Euribor rate has been converted into a fixed rate of 0.132%.
The applicable rates depend on the ratio of net financial position over Group EBITDA.
The following table shows the applicable rates (Facility A):
| Ratio between net financial position excluding lease liabilities and Group EBITDA | |
|---|---|
| Higher than 2.85x | 1.65% |
| Less or equal than 2.84x but higher than 2.44x | 1.45% |
| Less or equal than 2.44x but higher than 2.04x | 1.25% |
| Less or equal than 2.04x but higher than 1.63x | 1.10% |
| Less or equal than 1.63x | 0.95% |
The rate, calculated based on the Group net debt/EBITDA ratio, is applicable starting from the interest period following the one when the rate was determined and is revisited each year at 30 June and 30 December. A rate of 1.25% was applied to Facility A at 31 December 2020.
• Private placement 2013-2025
It is a USD 130 million private placement made in the US by Amplifon USA.
| Issue Date | Issuer | Maturity | Currency | Face Value (USD/000) |
Outstanding debt (USD/000) |
Fair value (USD/000) |
Nominal interest rate USD (*) |
Euro interest rate after hedging (**) |
|---|---|---|---|---|---|---|---|---|
| 30/05/2013 | Amplifon USA | 31/07/2023 | USD | 8,000 | 8,000 | 9,026 | 4.46% | 3.90% |
| 31/07/2013 | Amplifon USA | 31/07/2023 | USD | 52,000 | 52,000 | 58,747 | 4.51% | 3.90% - 3.94% |
| 31/07/2013 | Amplifon USA | 31/07/2025 | USD | 50,000 | 50,000 | 60,446 | 4.66% | 4.00% - 4.05% |
| Total | 110,000 | 110,000 | 128,219 |
(*) The rate shown is the nominal rate in USD at the issue date.
(**) The hedging instruments that determine the interest rate as detailed above, are also fixing the exchange rate at 1.2885, the total equivalent of the bond resulting in €85,371 thousand.
In July 2020 two tranches maturing on 31 July were repaid for a total of USD 20 million.
• Bank loans
These are the main bilateral and pooled loans which are detailed below:
| Issue Date | Issuer | Type | Maturity | Face Value (€/000) |
Outstanding debt (€/000) |
Fair value (€/000) |
Effective interest rate (*) |
Notional amount hedged through IRS |
Interest rate after hedging (**) |
|---|---|---|---|---|---|---|---|---|---|
| 01/11/2018 | Amplifon S.p.A. | Amortizing | 01/11/2022 | 20,000 | 10,001 | 10,057 | 0.176% | 10,001 | 1.040% |
| 04/30/2020 | Amplifon S.p.A. | Amortizing | 04/30/2023 | 30,000 | 30,000 | 30,436 | 0.588% | ||
| 04/07/2020 | Amplifon S.p.A. | Bullet | 03/22/2024 | 60,000 | 60,000 | 61,161 | 1.031% | 30,000 | 1.559% |
| 04/06/2020 | Amplifon S.p.A. | Amortizing | 04/06/2025 | 50,000 | 50,000 | 51,820 | 0.704% | 50,000 | 1.012% |
| 04/07/2020 | Amplifon S.p.A. | Amortizing | 04/07/2025 | 150,000 | 150,000 | 156,176 | 0.762% | 100,000 | 1.17% |
| 04/28/2020 | Amplifon S.p.A. | Amortizing | 04/28/2025 | 50,000 | 50,000 | 51,706 | 0.535% | 50,000 | 1.530% |
| 04/29/2020 | Amplifon S.p.A. | Amortizing | 04/29/2025 | 78,000 | 78,000 | 81,555 | 1.143% | 54,600 | 1.540% |
| 04/23/2020 | Amplifon S.p.A. | Amortizing | 06/30/2025 | 35,000 | 35,000 | 36,375 | 0.577% | 35,000 | 0.990% |
| 05/13/2020 | Amplifon France SAS | Bullet | 05/13/2021 (***) | 30,000 | 30,000 | 30,000 | 0.500% | ||
| 08/03/2020 | Amplifon S.p.A. | Amortizing | 06/30/2025 | 10,000 | 9,023 | 9,175 | 1.050% | ||
| Total | 513,000 | 502,024 | 518,461 | 329,601 |
(*) The nominal interest rate is equal to Euribor plus a spread.
(**) An Interest Rate Swap was used to hedge these loans against interest rate risk at the IRS rate plus a spread.
(***) This loan may be extended by Amplifon through 13 May 2026 if the option provided is exercised between 15 January and 15 March 2021.
The loan renegotiations were recognized in accordance with the IFRS 9's "10% test", the quantitative test used to determine the impact of the amendment. The test confirmed that the changes were not substantial.
The current loans, broken down by maturity, are show below.
| Debtor Refunds |
Maturity (thousands) |
Average Exch. rate |
Balance as at 12/31/2019 |
Exchange rate effect |
Repayments as at 12/31/2020 |
New loans |
Busines combin ation |
Balance as at 12/31/2020 |
Short term portion |
Medium/ Long term portion |
|---|---|---|---|---|---|---|---|---|---|---|
| Private placement | 2020/360 | (€/000) | (€/000) | (€/000) | (€/000) | (€/000) | (€/000) | (€/000) | (€/000) | |
| 2013-2025 Amplifon USA (*) | USD 7,000 | 3.85% | 6,231 | (798) | (5,433) | - | - | - | ||
| Installments at 01/31 and 7/31 from 1/31/2014 |
31/07/2020 | |||||||||
| Private placement 2013-2025 Amplifon USA (*) |
USD 8,000 | 4.46% | 7,121 | (602) | 6,519 | - | 6,519 | |||
| Installments at 01/31 and 07/31 from 01/31/2014 |
31/07/2023 | |||||||||
| Private placement 2013-2025 Amplifon USA (*) |
USD 13,000 | 3.90% | 11,572 | (1,483) | (10,089) | - | - | - | ||
| Installments at 01/31 and 07/31 from 01/31/2014 |
31/07/2020 | |||||||||
| Private placement 2013-2025 Amplifon USA (*) |
USD 52,000 | 4.51% | 46,288 | (3,912) | 42,376 | - | 42,376 | |||
| Installments at 01/31 and 07/31 from 01/31/2014 |
31/07/2023 | |||||||||
| Private placement 2013-2025 Amplifon USA (*) |
USD 50,000 | 4.66% | 44,508 | (3,762) | 40,746 | - | 40,746 | |||
| Installments at 01/31 and 07/31 from 01/31/2014 |
31/07/2025 | |||||||||
| Eurobond 2020-2027 2020-2027 |
EUR 350,000 | 1.125% | - | 350,000 | 350,000 | 350,000 | ||||
| Amplifon SpA from 02/13/2020 | 13/02/2027 | |||||||||
| Unicredit Facility A amortizing expiring 09/28/2023 Amplifon SpA |
EUR 265,000 | 0.95% | 238,500 | (39,750) | 198,750 | 39,750 | 159,000 | |||
| Euribor 6m + margin grid Installments every 6 months from 06/18/2019 |
28/09/2023 | |||||||||
| Unicredit Facility B bullet expiring 03/28/2020 extendable to 09/28/2023 |
EUR 265,000 | 0.37% | 265,000 | (265,000) | - | - | ||||
| Euribor 6m + margin grid Installments every 6 months from 06/18/2019 |
28/09/2023 | |||||||||
| HSBC amortizing expiring 01/11/2022 Amplifon SpA |
EUR 20,000 | 0.71% | 16,667 | (6,666) | 10,001 | 6,666 | 3,335 | |||
| Euribor 6m + 0.70% Installments every 6 months from 07/11/2019 |
11/01/2022 | |||||||||
| UBI amortizing expiring 04/30/2023 Amplifon SpA |
EUR 30,000 | 0.71% | - | 30,000 | 30,000 | 7,461 | 22,539 | |||
| Euribor 3m + 1.10% Installments every 3 months from 07/31/2020 |
30/04/2023 | |||||||||
| Mediobanca bullet expiring 03/22/2024 Amplifon SpA |
EUR 60,000 | 1.27% | 30,000 | 30,000 | 60,000 | - | 60,000 | |||
| Euribor 6m +1.55% | 22/03/2022 | |||||||||
| BNL amortizing expiring 04/06/2025 Amplifon SpA |
EUR 50,000 | 0.90% | - | 50,000 | 50,000 | 50,000 | ||||
| Euribor 6m +1.25% Installments every 3 months from 07/06/2020 |
06/04/2025 | |||||||||
| Unicredit Amortizing expiring 04/07/2025 Amplifon SpA |
EUR 150,000 | 1.00% | 100,000 | 50,000 | 150,000 | - | 150,000 | |||
| Euribor 6m + margin grid Installments every 6 months from 04/09/2020 |
07/04/2025 | |||||||||
| BPM amortizing expiring 04/28/2025 Amplifon SpA |
EUR 50,000 | 0.66% | 50,000 | 50,000 | - | 50,000 | ||||
| Euribor 6m +1.05% Installments every 6 months from 04/30/2021 |
31/10/2022 | |||||||||
| CDP/MPS amortizing expiring 04/29/2025 Amplifon SpA |
EUR 78,000 | 1.41% | - | 78,000 | 78,000 | 9,750 | 68,250 | |||
| Euribor 6m +1.65% Installments every 6 months from 10/29/2020 |
29/04/2025 | |||||||||
| Credit Agricole amortizing expiring 06/30/2025 Amplifon SpA |
EUR 35,000 | 0.85% | - | 35,000 | 35,000 | 35,000 | ||||
| Euribor 6m +1.10% Installments every 6 months from 06/30/2020 |
30/06/2025 | |||||||||
| France Bullet expiring 05/13/2021 (**) Amplifon France SAS |
EUR 30,000 | 0.00% | - | 30,000 | 30,000 | 30,000 | ||||
| Sparkasse amortizing expiring 06/30/2025 Amplifon SpA |
EUR 10,000 | 1.05% | - | (977) | 10,000 | 9,023 | 1,969 | 7,054 | ||
| Euribor 3m (floor a 0) +1.05% Installments every 3 months from 09/30/2020 |
29/04/2025 | |||||||||
| Total long term loans | 815,887 | (10,557) | (327,915) | 663,000 | - | 1,140,415 | 65,596 | 1,074,819 | ||
| Others | - | 167 | 167 | 167 | ||||||
| Total | 815,887 | (10,557) | (327,915) | 663,000 | 167 | 1,140,582 | 65,596 | 1,074,986 |
(*) Considering the effect of the interest rate and currency hedges, the total Euro equivalent of interest payable on the private placement 2013- 2025 is €85,371 thousand.
(**) This loan grants Amplifon's the option, to be exercised between 15 January 2021 and 15 March 2021, to extend the expiration of the loan through 13 May 2026.
The maturities of financial debt at 31 December 2020 based on contractual obligations are shown below:
| (€ thousands) | Private placement 2013-2025 (*) | Eurobond 2020-2027 | Syndicated loan for the GAES acquisition |
Bank loans | Total |
|---|---|---|---|---|---|
| 2021 | 39,750 | 25,964 | 65,714 | ||
| 2022 | 79,500 | 87,890 | 167,390 | ||
| 2023 | 46,566 | 79,500 | 83,059 | 209,125 | |
| 2024 | 191,378 | 191,378 | |||
| 2025 | 38,805 | 84,305 | 123,110 | ||
| 2026 | 30,000 | 30,000 | |||
| 2027 | 350,000 | 350,000 | |||
| Total | 85,371 | 350,000 | 198,750 | 502,596 | 1,136,717 |
(*) Amounts related to the private placement are reported at the hedging exchange rate.
The following loans:
- the USD 110 million private placement 2013-2025 (equal to €85.4 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885);
- the EUR 309 million in medium/long-term bilateral loans with top-tier banking institutions;
- the EUR 230 million in irrevocable credit lines with top-tier banking institutions;
are subject to the covenants listed below:
- the ratio of Group net financial indebtedness excluding lease liabilities to Group shareholders' equity must not exceed 1.65;
- the ratio of net financial indebtedness excluding lease liabilities to EBITDA recorded in the last four quarters (determined based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 2.85.
In the event of relevant acquisitions, the above ratios may be increased to 2.20 and 3.26, respectively, for a period of not more than 12 months, twice over the life of the respective loans.
The outstanding amount of the syndicated loan granted for the GAES acquisition, which originally amounted to €530 million, came to €198,750 thousand at 31 December 2020, along with a €50 million bank loan expiring in 2025 and a €15 million irrevocable revolving credit facility are subject to the following covenants:
- the ratio of net financial indebtedness excluding lease liabilities to EBITDA recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 2.85;
- the ratio of EBITDA recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the Group's structure should change significantly) and net interest paid in the last 4 quarters must exceed 4.9. As this last covenant was granted in favor of the lender, it is also applied to the private placement.
Bank loans amounting to €113 million expiring in 2025 and a revolving credit facility of €15 million are subject to the following covenants:
- the net indebtedness excluding lease liabilities/equity ratio must not exceed 1.65;
-
the net indebtedness excluding lease liabilities/EBITDA ratio recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 2.85;
-
the ratio of EBITDA/interest paid recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the Group's structure should change significantly) must be higher than 4.9.
In the event of relevant acquisitions, the above ratios may be increased to 2.20 and 3.26, respectively, for a period of not more than 12 months, 2 times over the life of the respective loans.
As at 31 December 2020 these ratios were as follows:
| Value as at 12/31/2020 |
|
|---|---|
| Net financial indebtedness excluding lease liabilities/Group net equity | 0.80 |
| Net financial position excluding lease liabilities/EBITDA for the last 4 quarters | 1.63 |
| EBITDA for the last 4 quarters/Net financial expenses | 22.79 |
The above-mentioned ratios were determined based on an EBITDA which was restated, in order to reflect the main changes in the Group structure.
| (€ thousands) | Value as at 12/31/2020 |
|---|---|
| Group EBITDA FY 2020 | 370,967 |
| Fair value of stock grant assignment | 16,378 |
| EBITDA normalized (from acquisitions and disposals) | 7,297 |
| Acquisitions and non-recurring costs | 831 |
| EBITDA for the covenant calculation | 395,473 |
The net indebtedness has been calculated as follows:
| (€ thousands) | Value as at 12/31/2020 |
|---|---|
| Net financial indebtedness excluding lease liabilities as from Balance Sheet | 633,665 |
| Time deposits with a maturity of more than three months | 8,980 |
| Net financial indebtedness for the covenant calculation | 642,645 |
The same agreements are also subject to other covenants applied in current international practice which limit the ability to issue guarantees and complete sales and lease backs, as well as extraordinary transactions involving the sale of assets.
Based on management's expectations (2021-2023 3-year Group's plan submitted to the Board of Directors of the Parent Company on 16 December 2020) at 31 December 2020 there are no foreseeable circumstances which could cause the covenants to be breached over the life of the plan.
The financial liabilities broken down by the accounting method used are shown below:
| (€ thousands) | 12/31/2020 | ||
|---|---|---|---|
| Amortized cost | Fair value Net Equity | Fair Value through P&L | |
| Total non-current financial liabilities | 1,069,321 | ||
| Total current financial liabilities | 75,615 | ||
| (€ thousands) | 12/31/2019 | ||
| Amortized cost | Fair value Net Equity | Fair Value through P&L | |
| Total non-current financial liabilities | 750,719 | ||
| Total current financial liabilities | 163,947 |
18. LEASE LIABILITIES
The lease liabilities stem from long-term leases and rental agreements. These liabilities are equal to the present value of future installments payable over the lease term.
The liabilities for finance leases are shown in the statement of financial position as follows:
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Short term lease liabilities | 85,430 | 81,585 | 3,845 |
| Long term lease liabilities | 337,350 | 343,040 | (5,690) |
| Total lease liabilities | 422,780 | 424,625 | (1,845) |
The following charges were recognized in the income statement during the reporting period:
| (€ thousands) | 12/31/2020 |
|---|---|
| Interest charges on leased assets | (10,428) |
| Right-of-use depreciation | (89,769) |
| Costs for short-term leases and leases for low value assets | (9,743) |
As a result of the Covid-19 pandemic the Group benefitted from concessions obtained by renegotiating leases, directly recorded in the income statement accordingly with the IFRS16 exemption described in note 44.14. These concessions resulted in lower rents which had a positive impact on the income statement of €9,683 thousand, recognized in "other income and costs", and savings of €11,836 thousand.
The maturities of the Group's lease liabilities based on undiscounted contractual payments are summarized below:
| Description | < 1 year | Between 1 and 2 years |
Between 2 and 3 years |
Between 3 and 4 years |
Between 4 and 5 years |
> 5 years |
|---|---|---|---|---|---|---|
| Undiscounted lease liabilities | 91,550 | 78,250 | 66,286 | 54,183 | 43,887 | 125,993 |
The maturities of the Group's lease liabilities based on discounted contractual payments are summarized below:
| Description | < 1 year | Between 1 and 2 years |
Between 2 and 3 years |
Between 3 and 4 years |
Between 4 and 5 years |
> 5 years |
|---|---|---|---|---|---|---|
| Lease liabilities | 85,549 | 69,842 | 60,566 | 49,736 | 40,519 | 116,568 |
19. PROVISIONS FOR RISKS AND CHARGES (MEDIUM/LONG-TERM)
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Product warranty provision | 1,337 | 2,334 | (997) |
| Contractual risk provision | 4,766 | 2,827 | 1,939 |
| Agents' leaving indemnity | 41,638 | 44,786 | (3,148) |
| Other risk provisions | 2,024 | 343 | 1,681 |
| Total | 49,765 | 50,290 | (525) |
| (€ thousands) | Net value as at 12/31/2019 |
Provision Reversals Utilization | Other net changes |
Translation differences |
Change in the consolidation area |
Net value at 12/31/2020 |
||
|---|---|---|---|---|---|---|---|---|
| Product warranty provision | 2,334 | 368 | (689) | - | (672) | (4) | - | 1,337 |
| Contractual risk provision | 2,827 | 2,358 | (351) | (62) | (6) | - | - | 4,766 |
| Agents' leaving indemnity | 44,786 | 1,947 | (1,377) | - | (1,054) | (2,664) | - | 41,638 |
| Other risk provisions | 343 | - | (77) | - | 1,175 | 21 | 562 | 2,024 |
| Total | 50,290 | 4,673 | (2,494) | (62) | (557) | (2,647) | 562 | 49,765 |
The "Agents' leaving indemnity" comprises the agents' leaving indemnity provision recognized in Amplifon S.p.A.'s financial statements amounting to €12,751 thousand and equivalent provisions recognized by the US and Belgian subsidiaries amounting to €28,697 thousand and €191 thousand, respectively, as well as the pension plans for commercial partners in the United Sates for which provisions are made in the asset plans referred to in note 7 above.
The main assumptions used in the actuarial calculation of the agents' leaving indemnity of Amplifon S.p.A. were:
| FY 2020 | |
|---|---|
| Economic assumptions | |
| Annual discount rate | -0.02% |
| Demographic assumptions | |
| Probability of agency contract termination by the company | 2.70% |
| Probability of agent's voluntary termination | 8.25% |
| Mortality rate | RG48 |
| Disability percentage | INPS tables divided by age and sex |
20. LIABILITIES FOR EMPLOYEES' BENEFITS (MEDIUM/LONG-TERM)
| (€ thousands) | Balance at 12/31/2020 | Balance at 12/31/2019 | Change |
|---|---|---|---|
| Defined-benefit plans | 22,784 | 23,804 | (1,020) |
| Other defined-benefit plans | 766 | 1,008 | (242) |
| Other provisions for personnel | 469 | 469 | - |
| Total | 24,019 | 25,281 | (1,262) |
Provisions for defined-benefit plans mainly include the severance pay potentially owed by the Italian companies, as well as severance owed by the Swiss, French and Israel subsidiaries.
The way in which these benefits are guaranteed varies based on the legal, tax and economic conditions of each country in which the Group operates.
The change in the provision for defined-benefit plans is detailed below:
| (€ thousands) | FY 2020 |
|---|---|
| Net present value of the liability at the beginning of the year | 23,804 |
| Current service cost | 815 |
| Financial charges | 257 |
| Business combinations | 52 |
| Actuarial losses (gains) | (1,577) |
| Amounts paid | (614) |
| Translation differences | 27 |
| Net present value of the liability at the end of the year | 22,784 |
The current cost of severance indemnity is recognized under personnel expenses in the consolidated financial statements, while actuarial gains and losses are recognized in the statement of comprehensive income statement.
The main assumptions used in the actuarial estimate of the liability for employee benefits were as follows:
| FY 2020 | ||||||
|---|---|---|---|---|---|---|
| Italy | France | Switzerland | Israel | |||
| Economic assumptions | ||||||
| Annual discount rate | -0.02% | 0.50% | 0.15% | 2.28% | ||
| Expected annual inflation rate | 0.80% | 0.50% | 1.00% | 1.46% | ||
| Annual rate of increase of severance indemnity |
2.10% | 1.5% | 2.00% | 2.79% | ||
| Demographic assumptions | ||||||
| Mortality rate | RG48 mortality tables published by the General Accounting Office of the State |
INSEE TD-TV 14-16 tables |
BVG 2015 GT tables | circular letter 2019-1-10 |
||
| Disability percentage | INPS tables divided by age and sex |
N/A | BVG 2015 GT tables | circular letter 2019-1-10 |
||
| Retirement age | 100% on meeting the requirements for compulsory national social insurance |
62 years | 100% on meeting the age requirements (65m/64f) |
Men – 67 Women -62 |
FY 2019
| Italy | France | Switzerland | Israel | |
|---|---|---|---|---|
| Economic assumptions | ||||
| Annual discount rate | 0.37% | 1.00% | 0.15% | 3.76% |
| Expected annual inflation rate | 1.20% | 0.50% | 1.00% | 1.38% |
| Annual rate of increase of severance indemnity |
2.40% | 2.00% | 2.00% | 2.75% |
| Demographic assumptions | ||||
| Mortality rate | RG48 mortality tables published by the General Accounting Office of the State |
INSEE TD-TV 13-15 tables |
BVG 2015 GT tables | circular letter 2019-1-10 |
| Disability percentage | INPS tables divided by age and sex |
N/A | BVG 2015 GT tables | circular letter 2019-1-10 |
| Retirement age | 100% on meeting the re quirements for compulsory national social insurance |
62 years | 100% on meeting the age requirements (65m/64f) |
Men – 67 Women -62 |
Provisions for other benefits are explained primarily by the Australian subsidiaries (€699 thousand) which have an obligation for those benefits that are recognized when a given job seniority is reached.
21. OTHER LONG-TERM LIABILITIES
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Payables for business acquisitions | 32,262 | 13,527 | 18,735 |
| Other long-term debt | 11,344 | 8,649 | 2,695 |
| Total | 43,606 | 22,176 | 21,430 |
Acquisition liabilities include the estimate of the contingent consideration (earn-out), performed starting from the economic information available at the date of the financial statement ,to be paid long-term on acquisitions of companies and business units made mainly in Canada, France, Spain, Germany, Belgium and the United States, if certain sales and/or profit targets are reached, as well as the fair value of the put and call options on the remaining minority interests in Cohesion Hearing Science & Technology Co (China) and Medtechnica Ortophone Ltd (Israel). The options are classified Level 3 on the fair value hierarchy scale.
Other long-term debt includes primarily the liabilities of reinsurance companies on lost & damage policies.
The following tables show the long-term liabilities according to the accounting treatment applied:
| 12/31/2020 | |||
|---|---|---|---|
| (€ thousands) | Amortized cost | Fair value Net Equity | Fair Value through P&L |
| Payable for business acquisition | 21,548 | 10,714 | |
| Other long-term debt | 11,344 | ||
| 12/31/2019 | |||
| (€ thousands) | Amortized cost | Fair value Net Equity | Fair Value through P&L |
| Payable for business acquisition | 12,287 | 1,240 | |
| Other long-term debt | 8,649 |
22. TRADE PAYABLES
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Trade payables – Associated companies | - | 4 | (4) |
| Trade payables – Joint ventures | 139 | 724 | (585) |
| Trade payables – Related parties | 304 | 497 | (193) |
| Trade payables – Third parties | 180,593 | 176,165 | 4,428 |
| Total | 181,036 | 177,390 | 3,646 |
Trade payables do not bear interest and are paid within 60 to 120 days.
The Group adheres to a credit agreement (reverse factoring or indirect factoring) based on which suppliers can transfer their credits with the Group to a bank and receive early payment of their invoices. The Group did not eliminate the original liabilities to which the agreement applies from its accounts insofar as no legal release has been obtained nor have any substantive changes been made to the original liability as a result of the agreement. The agreement does not result in a significant lengthening of the Group's payment terms beyond the normal expirations agreed upon with the suppliers who do not adhere to the agreement. The Group, furthermore, does not have to pay additional interest to the bank on the amounts owed the suppliers. The amounts transferred by the suppliers are classified as trade payable as the nature and purpose of the financial liabilities are not any different from that of the other trade payables. These trade payables amounted to €12,466 thousand at 31 December 2020.
23. CONTRACT LIABILITIES
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Contract liabilities – Short-term | 102,999 | 97,725 | 5,274 |
| Contract liabilities – Long-term | 130,016 | 135,052 | (5,036) |
| Total | 233,015 | 232,777 | 238 |
The contract liabilities refer to deferred income for goods and services provided to customers over time (after sales services, extended warranties, material rights, batteries). These are recognized in the income statement based on the level to which the different contractual performance obligations have been satisfied.
The changes in contract liabilities in the year are shown below:
| (€ thousands) | |
|---|---|
| Net value at 12/31/2019 | 232,777 |
| Increase linked to customer contracts | 65,400 |
| Revenues included in the opening balance | (72,962) |
| Business combinations | 9,417 |
| Business divestitures | - |
| Currency translation differences and other net changes | (1,617) |
| Net value at 12/31/2020 | 233,015 |
The revenue recognized in 2020 stemming from fulfilled contractual obligations, included in the opening balance of contract liabilities at January 1st, 2020, amounted to €72,962 thousand.
More in detail, the contract liabilities that should be extinguished, resulting in the recognition of the
revenue allocated, over the next 5 years are shown below:
| (€ thousands) | 2021 | 2022 | 2023 | 2024 | 2025 and beyond |
|---|---|---|---|---|---|
| Contract liabilities | 102,936 | 67,302 | 36,745 | 18,724 | 7,308 |
For a description of the performance obligations relating to goods and services provided over time please refer to note 29.
24. OTHER PAYABLES
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Other payables | 134,658 | 134,791 | (133) |
| Accrued expenses and deferred income | 12,299 | 7,816 | 4,483 |
| Sales returns - liability | 3,784 | 3,616 | 168 |
| Total other payables | 150,741 | 146,223 | 4,518 |
| Tax payables | 62,089 | 40,334 | 21,755 |
| Payables for business acquisitions | 6,693 | 10,245 | (3,552) |
| Total | 219,523 | 196,802 | 22,721 |
The other payables mainly comprise: (i) €6,748 thousand relating to customer down-payments; (ii) €25,198 thousand relating to social security liabilities; (iii) €59,729 thousand relating to amounts owed personnel; and (iv) €19,204 thousand relating to commissions and bonuses payable to agents.
Acquisition liabilities include the short-term portion of the contingent consideration (earn-out) to be paid long-term on acquisitions of companies and business units made mainly in Canada, France, Spain, Germany, Belgium and the United States, if certain sales and/or profit targets are reached.
Tax payables include mainly: (i) €41.307 thousand in direct taxes; (ii) €9,461 thousand in withholding taxes; (iii) €11,216 thousand in VAT and other indirect taxes.
The provision for sales returns is calculated based on the best estimate of the liabilities for returns made through the direct channel.
The following table show other payables according to the accounting treatment applied:
| 12/31/2020 | |||
|---|---|---|---|
| (€ thousands) | Amortized cost | Fair value Net Equity | Fair Value through P&L |
| Other debts | 212,830 | ||
| Payables for business acquisitions | 6,693 |
| (€ thousands) | Amortized cost | Fair value Net Equity | Fair Value through P&L |
|---|---|---|---|
| Other debts | 186,557 | ||
| Payables for business acquisitions | 4,223 | 6,022 |
25. PROVISIONS FOR RISKS AND CHARGES (CURRENT PORTION)
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Other provisions for risks | 3,560 | 4,242 | (682) |
| Total | 3,560 | 4,242 | (682) |
The other provisions for risks include mainly the liabilities of reinsurance companies on lost & damage policies and the costs allocated for restoring premises to the original condition when leases expire.
26. LIABILITIES FOR EMPLOYEES' BENEFITS (CURRENT PORTION)
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Other provisions for risks – current portion | 3,139 | 545 | 2,594 |
| Total | 3,139 | 545 | 2,594 |
The amount refers to the current portion of liabilities for the employee benefits described in note 20.
27. SHORT-TERM FINANCIAL DEBT
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Bank current accounts | 1,819 | 2,847 | (1,028) |
| Short-term bank borrowings | 3,785 | 91,714 | (87,929) |
| Current portion of long-term debts | 65,714 | 64,218 | 1,496 |
| Current portion of debts vs. other institutions | - | 3,385 | (3,385) |
| Payables to banks and other financing | 71,318 | 162,164 | (90,846) |
| Current portion of fees on loans | (1,987) | (663) | (1,324) |
| Short-term financial debt | 52 | 56 | (4) |
| Financial accrued expenses and deferred income | 6,232 | 2,390 | 3,842 |
| Total | 75,615 | 163,947 | (88,332) |
For the current portion of medium and long-term loans refer to the note 17.
Financial accruals and deferred income of €6,232 thousand relate primarily to the interest owed on the 2013-2025 private placement (€1,702 thousand), on the Eurobond 2020-2027 (€ 3,478 thousand) and other medium/long-term loans.
28. DEFERRED TAX ASSETS AND LIABILITIES
The net balance of deferred tax assets and liabilities at 31 December 2020 can be broken down as follows:
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Deferred tax assets | 83,671 | 81,427 | 2,244 |
| Deferred tax liabilities | (95,150) | (102,111) | 6,961 |
| Net position | (11,479) | (20,684) | 9,205 |
The net change in deferred tax assets and liabilities is provided below:
| (€ thousands) | Balance as at 12/31/2019 |
Recognized in P&L |
Recognized in net equity |
Businesses combinations and changes in consolidation area |
Exchange differences and other changes |
Balance as at 12/31/2020 |
|---|---|---|---|---|---|---|
| Deferred tax on severance indemnity and pension funds |
4,532 | 1,251 | (292) | - | (391) | 5,100 |
| Deferred tax on tax losses carried forward |
11,013 | (857) | - | - | 1,076 | 11,232 |
| Deferred tax on inventory | 559 | (49) | - | - | (21) | 489 |
| Deferred tax on tangibles, intangibles and goodwill |
(22,576) | (922) | - | 3,346 | 3,007 | (17,145) |
| Deferred tax on trademarks and concessions |
(57,979) | 8,300 | - | (6,277) | (39) | (55,995) |
| Deferred tax on other provisions | 8,919 | 2,765 | - | - | (102) | 11,582 |
| Deferred tax on contract liabilities and contract costs |
20,750 | (6,558) | - | 327 | (2,325) | 12,194 |
| Deferred tax on leasing | 1,584 | 2,572 | - | - | (77) | 4,079 |
| Other deferred tax | 12,514 | 2,620 | 518 | (11) | 1,344 | 16,985 |
| Total | (20,684) | 9,122 | 226 | (2,615) | 2,472 | (11,479) |
Deferred tax assets on prior year tax losses carried forward are as follows:
| (€ thousands) | 12/31/2020 | 12/31/2019 | Change |
|---|---|---|---|
| Germany | 8,554 | 7,288 | 1,266 |
| Israel | 52 | 87 | (35) |
| Spain | 2,626 | 3,638 | (1,013) |
| Total | 11,232 | 11,013 | 219 |
As at December 31st, 2020 the following prior year fiscal losses did not originate deferred tax assets because the requirements of reasonable certainty for recoverability do not currently exist:
| (€ thousands) | Prior year tax losses | Rate | Deferred tax assets not recognized in the consolidated financial statements |
Due date |
|---|---|---|---|---|
| Canada | 14,100 | 26.50% | 3,736 | 12-20 years |
| China | 86 | 25.00% | 21 | 5 years |
| Colombia | 3,095 | 33.00% | 1,029 | 9-12 years |
| India | 11,233 | 25.17% | 2,827 | 1-8 years |
| Ireland | 1,014 | 12.50% | 127 | None |
| Italy | 1,132 | 24.00% | 272 | None |
| Mexico | 1,891 | 30.00% | 567 | 8-10 years |
| Panama | 126 | 20.00% | 25 | 1-5 years |
| Poland | 3,229 | 19.00% | 614 | 1-5 years |
| Portugal | 9,532 | 21.00% | 2,002 | 4-10 years |
| UK | 75,379 | 21.00% | 15,830 | None |
| Hungary | 1,238 | 9.00% | 111 | 5 years |
| Total | 122,055 | 27,161 |
29. REVENUES FROM SALES AND SERVICES
The following table shows the Group revenues details.
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Revenues from sale of products | 1,347,151 | 1,536,153 | (189,002) |
| Revenues from services | 208,392 | 195,910 | 12,482 |
| Total revenues from sales and services | 1,555,543 | 1,732,063 | (176,520) |
| Goods and services provided at a point in time | 1,347,151 | 1,536,153 | (189,002) |
| Goods and services provided over time | 208,392 | 195,910 | 12,482 |
| Total revenues from sales and services | 1,555,543 | 1,732,063 | (176,520) |
Consolidated revenues from sales and services amounted to €1,555,543 thousand in 2020, a decrease of €176,520 thousand (-10.2%) against the comparison period attributable entirely to the Covid-19 outbreak. Acquisitions had a positive impact for €29,387 thousand (+1.7%) while the foreign exchange differences had a negative impact of €15,239 thousand (-0.9%).
The revenue performance in 2020 was characterized by very different trends depending on the timing of the outbreak in the different markets, as well as the duration and intensity of the restrictive measures adopted by the governmental authorities in each Country. After a very positive beginning of the year, the Group's performance was severely impacted by the adoption of stringent restrictive measures in the period March-June, but began to show signs of a turnaround already in April, with a trend that was better than expected and which allowed the Group to record growth against the comparison period in the second half of the year.
Revenues for services rendered were €12,482 thousand higher and refer mainly to the deferred revenues for post-sales services which are recognized over time based on the extent to which the performance obligations have been satisfied. As a result of the drop in sales recorded in 2020 due to the impact of Covid-19, the deferred revenue carry forward from previous years, in which record sales were recorded, was higher than the deferral of revenues typically recognized in a context characterized by sales growth.
For the revenues by geographical segment breakdown refer to the note 43 Segment Information.
The main goods and services provided by the Amplifon Group during the FY 2020, as well as the nature and terms for fulfillment of the performance obligations, are described below.
| Goods and services | Nature and fulfillment terms |
|---|---|
| Hearing aid and fitting | Part of a single and inseparable performance obligation, comprised of the hearing aid, fitting and person alization of the solution using computerized systems to satisfy each person's needs. The Group recognized the relative revenue when the fitting has been completed or at the end of the trial period, when provided. |
| Other goods | Batteries, cleaning kits, and other accessories. The Group recognizes the revenue relative to other goods when the goods are transferred, which can happen at the time of sale (ex. batteries, cleaning kits and other accessories) or over time. |
| After sales services | After sales services include: - Cleaning, regulation and revision of the hearing aid; - Periodic hearing tests; - Post – sales assistance; The Group recognizes the revenue generated by after sales services over the life of the contract, generally 4-5 years. The amount of the revenue recognized based on the input method. |
| Extended warranties | Extended warranties are provided in addition to mandatory warranties that the supplier must provide. The Group recognizes the revenue from extended warranties in equal amounts over the duration of the extension. |
| Material rights | Material rights include, for example, discounts of future purchases or loyalty points. The Group recognizes the revenue from material rights when the rights are exercised by the customer or when the probability that the customer exercises the remaining rights is remote. |
The following table shows the deferred revenues of goods and services transferred during time which will be realized in the following years and are included in the short and long-term contract costs liabilities as at December 31st, 2020.
| (€ thousands) | 2021 | 2022 | 2023 | 2024 | 2025 and beyond |
|---|---|---|---|---|---|
| Revenues for goods and services provided over time |
102,936 | 67,302 | 36,745 | 18,724 | 7,308 |
The services rendered over time refer mainly to after sales services, extended warranties, material rights and batteries (if delivered over time).
30. OPERATING COSTS
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Cost of raw materials, consumables and supplies and change in inventories of raw materials, consumables and supplies |
(306,526) | (354,725) | 48,199 |
| Personnel expenses – Points of sale | (290,657) | (334,188) | 43,531 |
| Commissions – Points of sale | (88,473) | (106,117) | 17,644 |
| Rental costs – Points of sale | (6,729) | (5,977) | (752) |
| Total | (692,385) | (801,007) | 108,622 |
| Other personnel expenses | (202,834) | (227,493) | 24,659 |
| Other rental costs | (1,959) | (3,526) | 1,567 |
| Other costs for services | (301,079) | (330,821) | 29,742 |
| Total other operating costs | (505,872) | (561,840) | 55,968 |
| Total operating costs | (1,198,257) | (1,362,847) | 164,590 |
The operating costs for 2019 include non-recurring costs linked to the GAES acquisition of €22,193 thousand, while the balance for 2020 reflects the impact of the Covid-19 pandemic and the relative actions taken by the Group, as of the inception of the crisis, in order to contain and optimize the company's costs. More in detail, the Group moved rapidly to access all the aid and contributions made available by the different governmental authorities and other public entities relative mainly to the cost of labor which came to €36,201 thousand. This figure reflects both the aid received directly and the lower costs incurred as a result of the government benefits paid directly to the employees. On the other hand, the Group incurred a series of costs totaling around €9,689 thousand related directly to the Covid-19 outbreak which included personal protective equipment, sanitization and the cost of personnel at closed stores not covered by social plans. Please refer to Note 2 of the explanatory notes for further details.
The lease and rental costs refer to leases not subject to IFRS 16 application (leases for low value assets, short-term leases, leases with variable payment terms).
The breakdown of "Personnel expenses – Points of sale" and "Other personnel expenses" is as follows:
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Wages and salaries | (373,431) | (416,125) | 42,694 |
| Stock options and performance stock grant | (16,378) | (16,495) | 117 |
| Social contributions | (85,521) | (93,989) | 8,468 |
| Other personnel costs | (18,161) | (35,072) | 16,911 |
| Total | (493,491) | (561,681) | 68,190 |
Staff headcount by geographic area:
| 12/31/2020 | 12/31/2019 | |||
|---|---|---|---|---|
| Number | Average | Number | Average | |
| Italy | 600 | 581 | 561 | 533 |
| France | 1,336 | 1,326 | 1,315 | 1282 |
| Switzerland | 290 | 292 | 293 | 291 |
| Hungary | 187 | 188 | 189 | 186 |
| Germany | 1,820 | 1,852 | 1,883 | 1,786 |
| Iberian Peninsula | 1,948 | 1,861 | 1,773 | 1,873 |
| Belgium and Luxemburg | 218 | 226 | 234 | 247 |
| The Netherlands | 185 | 179 | 173 | 171 |
| Poland | 723 | 729 | 735 | 745 |
| United Kingdom and Ireland | 156 | 157 | 157 | 146 |
| Israel | 378 | 415 | 451 | 443 |
| Turkey | 205 | 199 | 193 | 193 |
| Egypt | 184 | 183 | 182 | 178 |
| Total EMEA | 8,230 | 8,188 | 8,139 | 8,074 |
| USA and Canada | 529 | 521 | 512 | 489 |
| Argentina | 89 | 92 | 95 | 91 |
| Chile | 102 | 109 | 116 | 114 |
| Ecuador | 52 | 53 | 53 | 51 |
| Panama | 5 | 5 | 5 | 5 |
| Colombia | 32 | 31 | 30 | 28 |
| Mexico | 31 | 32 | 32 | 32 |
| Total Americas | 840 | 843 | 843 | 810 |
| Australia | 1,133 | 1,075 | 1,016 | 991 |
| New Zealand | 485 | 475 | 464 | 452 |
| India | 413 | 412 | 410 | 406 |
| Singapore | 4 | 5 | 5 | 4 |
| China | 160 | 143 | 126 | 112 |
| Total Asia Pacific | 2,195 | 2,110 | 2,021 | 1,965 |
| Total Group | 11,265 | 11,141 | 11,003 | 10,849 |
31. OTHER INCOME AND COSTS
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Other income and costs | 13,681 | 1,374 | 12,307 |
| Total | 13,681 | 1,374 | 12,307 |
Other income and costs amounted to €13,681 thousand in 2020, versus €1,374 thousand in the prior year.
During this period of crisis, the Group recorded a benefit of €9,683 stemming from the lease renegotiations allowed under the amendment to IFRS 16, approved by the International Accounting Standards Board (IASB) at the end of May 2020, recognized as income. The amendment to IFRS 16 introduces a practical expedient based on which any concessions obtained as a result of Covid-19 related renegotiations such as a reduction in the rent owed for the period 1st January 2020 - 30 June 2021, are not viewed as lease modifications, but as variable lease payments, which has a positive impact on the income statement.
32. AMORTIZATION, DEPRECIATION AND IMPAIRMENT
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Amortization of intangible fixed assets | (61,485) | (60,534) | (951) |
| Depreciation of tangible fixed assets | (47,722) | (41,948) | (5,774) |
| Depreciation of right-of-use assets | (89,769) | (88,047) | (1,722) |
| Amortization and depreciation | (198,976) | (190,529) | (8,447) |
| Impairment | (3,491) | (2,970) | (521) |
| Total | (202,468) | (193,499) | (8,968) |
Amortization, depreciation and impairment amounted to €198,976 thousand in 2020, an increase of €8,447 thousand against the comparison period. The increase in the period is attributable mainly to depreciation stemming from network expansion and renewal of existing stores based on the Group's brand image.
33. FINANCIAL INCOME, EXPENSES
AND VALUE ADJUSTMENTS TO FINANCIAL ASSETS
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Proportionate share of the result of associated companies valued at equity |
(346) | 188 | (534) |
| Other income, charges, revaluation and write-downs of financial assets | 2 | 3 | (1) |
| Interest income on bank accounts | 182 | 201 | (19) |
| Interest expenses on short and long-term bank loans | (18,042) | (14,588) | (3,454) |
| Interest income and expenses | (17,860) | (14,387) | (3,473) |
| Interest expenses on lease liabilities | (10,428) | (11,357) | 928 |
| Other financial income and charges | (1,198) | (581) | (617) |
| Exchange rate gains | 9,838 | 2,983 | 6,855 |
| Exchange rate losses | (9,077) | (3,428) | (5,649) |
| Gains/(losses) on financial assets at fair value – Non-hedge accounting derivatives |
(106) | (373) | 267 |
| Exchange rate differences and non-hedge accounting derivatives | 655 | (818) | 1,473 |
| Total | (29,175) | (26,952) | (2,223) |
Interest payable on financial indebtedness amounted to €18,042 thousand at 31 December 2020, versus €14,588 thousand at 31 December 2019. The increase is the direct consequence of the increase in gross debt explained by the refinancing carried out to safeguard the Group by ensuring ample headroom which made it possible not only to face the difficult economic situation seen primarily in the second quarter, but also to prepare for future lockdowns if the pandemic worsens. Please refer to Note 17 for more details on the Group's new financial structure.
Interest receivable on bank deposits came to €182 thousand at 31 December 2020, versus €201 thousand at 31 December 2019.
"Other financial income and charges" includes €571 thousand (€928 thousand in 2019) relating to the cost of factoring without recourse of receivables in Italy, the Netherlands and Belgium.
During the FY 2020 the gains and losses on financial assets measured at fair value refer primarily to forwards hedging currency risk and, more specifically, to the forwards covering the currency risk on the dividends paid by Amplifon Australia in February 2020 to Amplifon S.p.A. and Amplifon Nederland, as well as the dividends that Amplifon USA will pay Amplifon S.p.A. in February and May 2021.
INTEREST RATE RISK - SENSITIVITY ANALYSIS:
The Amplifon Group's exposure to changes in interest rates is mitigated significantly by the fact that a large part of the medium/long-term debt is fixed rate as a result of interest rate hedges or because the debt is fixed rate.
More in detail:
- as a result of swaps, the Euro interest rate on the different tranches of the 2013-2025 private placement (remaining outstanding of USD 110 million) is 3.952% (average rate);
- as a result of hedges, the average rate on the loans granted by UniCredit (€100 million), Banco BPM (€50 million), HSBC (€20 million), BNL (€50 million), CDP/MPS (€54.6 million), Credit Agricole (€35 million) and Mediobanca (€30) is 1.197%;
- as a result of an IRS, completed on 4 January 2019 and effective 18 June 2019, the €265 million Facility A of the GAES loan is subject to a fixed rate of 0.132%. The all-in rate at 31 December 2020 was 1.382%;
- the bond issued in February has a fixed rate of 1.125%.
The impact on the income statement of plausible changes in interest rates, applied to the consolidated figures at 31 December 2020, is shown below.
The current market conditions are such that the Group believes it is unlikely that rates will be reduced any further, taking into account that several loans have zero percent floors on Euribor or the all-in rates. For this reason, the sensitivity analysis for 2020 assumes an increase in rates of only up to 1%.
(€ thousands)
| FY 2020 | Note | Balance at 12/31/2020 |
Increase/decrease in interest rates (in %) |
Impact on profit before tax |
|---|---|---|---|---|
| Current assets | ||||
| Bank current accounts and short-term bank deposits | 14 | 543,279 | 1% | 5,521 |
| Current liabilities | ||||
| Bank current accounts | 27 | (1,819) | 1% | (18) |
| Short-term bank borrowings | 27 | (3,785) | 1% | (38) |
| Total impact on profit before tax | 5,465 |
CURRENCY RISK - SENSITIVITY ANALYSIS:
The 2013-2025 private placement denominated in USD, with a remaining outstanding of USD 110 million, is hedged against currency risk. More specifically, as a result of hedges the Group set the Euro/Dollar exchange rate for the duration of the loan. Therefore, it is reasonable to assume that any change in exchange rates will not have a significant impact on the income statement as the currency positions and the hedges will automatically show changes of equal amounts, but of the opposite sign.
The intercompany loans between the Australian and New Zealand companies, and between American and Canadian companies, are considered equity investments insofar as they are not interest bearing and are not expected to be repaid. Any changes in exchange rates are, therefore, charged directly to the translation reserve without passing through the income statement.
Given the management of foreign exchange risk described in note 41, the residual currency risk on receivables, payables and future revenue streams which have not been hedged is not significant.
34. INCOME TAXES
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Current income tax | (47,385) | (47,332) | (54) |
| Deferred income tax | 9,122 | 5,716 | 3,406 |
| Total | (38,263) | (41,615) | 3,352 |
| (€ thousands) | FY 2020 | FY 2019 | Change |
|---|---|---|---|
| Profit (loss) before tax | 139,325 | 150,139 | (10,814) |
| Tax for the year | (38,263) | (41,615) | 3,352 |
| Tax rate | -27.5% | -27.7% | 0.2% |
The following table reconciles tax recognized in the consolidated financial statements to theoretical tax charge calculated on the basis of Italy's current tax rates.
| (€ thousands) | December 2020 Tax effect | % | December 2019 Tax effect | % |
|---|---|---|---|---|
| Reconciliation with the effective tax rate: | ||||
| Effective tax/effective tax rate | 38,263 | 27.5% | 41,615 | 27.7% |
| Non-recognition of deferred taxes on the year's losses and earnings which were not taxed due to carried forward tax losses |
(1,694) | -1.2% | (877) | -0.6% |
| Recognition of tax assets from prior years and write-down of previously recorded tax assets |
- | 0.0% | 2,755 | 1.8% |
| Patent Box incentive | 719 | 0.5% | 852 | 0.6% |
| Effect of companies taxed in countries other than Italy |
(2,107) | -1.5% | (815) | -0.5% |
| Deferred tax: change in rates and correction of errors |
297 | 0.2% | (603) | -0.4% |
| Non-deductible expense net of non-taxable income |
1,805 | 1.3% | (1,020) | -0.7% |
| Effective tax rate net of IRAP and CVAE | 37,283 | 26.8% | 41,907 | 27.9% |
| IRAP, CVAE and other taxes not tied to income tax |
(3,845) | -2.8% | (5,873) | -3.9% |
| Effective tax/theoretical tax rate | 33,438 | 24.0% | 36,034 | 24.0% |
The tax rate came to 27.5% compared to 27.7% at 31 December 2019.
35. PERFORMANCE STOCK GRANTS
GENERAL CHARACTERISTICS OF THE NEW PERFORMANCE STOCK GRANT PLAN 2014-2021
On 28 April 2014 the Board of Directors of the Parent Company – as resolved by the Shareholders' Meeting held on 16 April 2014 and based on the recommendations of the Remuneration & Appointment Committee– approved the regulations of the New Performance Stock Grant Plan 2014- 2021 with the following general characteristics:
- the plan provides for the grant of rights, each of which gives the right to a Company share to be granted at the end of the vesting period (3,5 years) to beneficiaries falling within one of the following clusters:
-
- Executives & Senior Managers;
-
- International Key Managers and Group & Country Talents;
-
- High Performing Audiologists & Sales Managers.
- the vesting of the rights and, therefore, the grant of the related shares is subject to the following main condition that as of the date of grant of the shares the beneficiary is an employee of one of the companies of the Group and no notice period subsequent to resignation and/or withdrawal is under way. Furthermore for the Cluster 1 and Cluster 2 the plan foresee further conditions to attribute the financial instruments:
- Cluster 1: achievement of Group 3 Yr business targets;
- Cluster 2: level of the individual performance of the beneficiary are not lower, in all the reference periods, to fully meets expectations.
- the exercise of the vested rights should be performed within the deadline of the exercise period (2.5 years from the date of vesting of the rights) and is subject to a minimum threshold value of the Amplifon Spa share defined by the Board of Directors of the Parent Company for each assignment cycle.
For each cycle of assignment, the Board of Directors of the Parent Company is empowered, with sub-delegation, to identify the beneficiaries and to set the number of rights to be granted to each beneficiary.
The Board of Directors may at any time make changes to the Regulations as may be necessary and/ or appropriate in connection with, in particular, the case of changes to the applicable law.
On 21 April 2015, following the proposal of the Board of Directors of 3 March 2015 and heard the opinion of the Remuneration and Appointment Committee, the Shareholders' Meeting of the Parent Company discussed and approved the modifications to the stock plan for the period 2014-2021 (the "New Plan of Performance Stock Grant").
In particular, the modification approved by the ordinary Shareholders' Meeting concerns the extension of the plan also to collaborators not related to the Company by employment contracts and the subsequent variation in the identification of the beneficiaries who are currently defined as employees and collaborators of a Group entity, belonging to the following categories:
- Cluster 1: Executives & Senior Managers;
- Cluster 2: International Key Managers; Group & Country Talents;
- Cluster 3: High Performing Audiologists & Sales Managers.
This extension will allow to include also the agents currently working in Italy, Spain and Belgium with the aim to adequately sustain, also in terms of retention, the different business models through which the Amplifon Group operates.
On 29 April 2015 the Board of Directors of the Parent Company, approved the modification to the operative regulation of the plan, in line with the changes approved by the ordinary Shareholders' Meeting.
On 18 April 2016, following the proposal of the Board of Directors of the Parent Company and heard the opinion of the Remuneration and Appointment Committee, the ordinary Shareholders' Meeting discussed and approved the modifications to the share plan for the period 2014-2021. The purpose of the modification is to align the plan to a new provision introduced in France as the result of Law n. 2015-990 dated August 6th, 2015 (the "Macron Law"). The amendment allows the beneficiaries and the Company to take advantage of a more favorable fiscal and social contribution regime.
The provisions that, in line with the Macron Law, have been amended, regard in particular: a) the elimination of an exercise period of 2.5 years;
b) the introduction of specific "closed periods" during which the employees cannot sell the shares obtained in relation to the incentive plan.
All the key characteristics of the plan, among which the number of available rights, the timing and conditions for the rights' maturation remain unchanged.
The amendment affects only French beneficiaries and does not have any retroactive effects on previous awards to French beneficiaries.
Below are reported the details of the cycles of assignment of the New Performance Stock Grant plan 2014-2021 currently in place:
A) Stock grant 29 April 2015
STOCK GRANT 29 APRIL 2015
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 211,020 | 25.64 | 729,033 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | 199.020 | 24.05 (*) | 493,780 | 19.47 (*) |
| (Rights cancelled in the period) | 12,000 | - | 24,233 | - |
| Option rights at 31 December | - | - | 211,020 | 25.64 |
STOCK GRANT 22 OCTOBER 2015
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 26,000 | 25.64 | 88,00 | 14.05 |
| Rights granted in the pediod | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | 25,000 | 23.84 (*) | 62,000 | 21.03 (*) |
| (Rights cancelled in the period) | 1,000 | - | - | - |
| Option rights at 31 December | - | - | 26,000 | 25.64 |
(*) Average weighted market price at the exercises.
C) Stock grant 27 April 2016
STOCK GRANT 27 APRIL 2016 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 466,224 | 25.64 | 1,579,967 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | 56,550 | - |
| (Rights converted in the period) | 321,074 | 27.50 (*) | 1,117,726 | 20.49 (*) |
| (Rights cancelled in the period) | - | - | 52,567 | - |
| Option rights at 31 December | 145,150 | 34.04 | 466,224 | 25,64 |
(*) Average weighted market price at the exercises.
STOCK GRANT 27 APRIL 2016 – FRENCH RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 2,000 | 25.64 | 63,000 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | 59,000 | 20.31 (*) |
| (Rights cancelled in the period) | - | - | 2,000 | - |
| Option rights at 31 December | 2,000 | 34.04 | 2,000 | 25.64 |
D) Stock grant 26 October 2016
STOCK GRANT 26 OCTOBER 2016 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 31,500 | 25.64 | 228,000 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | 3,900 | - |
| (Rights converted in the period) | 9.850 | 21,19 (*) | 181,900 | 20.74 (*) |
| (Rights cancelled in the period) | - | - | 18,500 | - |
| Option rights at 31 December | 21,650 | 34.04 | 31,500 | 25.64 |
(*) Average weighted market price at the exercises.
E) Stock grant 27 April 2017
STOCK GRANT 27 APRIL 2017 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 1,506,700 | 25.64 | 1,638,900 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | 65,975 | - | - | - |
| (Rights transferred in the period) | 10,000 | - | 10,000 | - |
| (Rights converted in the period) | 978,167 | 25.57 (*) | - | - |
| (Rights cancelled in the period) | 16,700 | - | 122,200 | - |
| Option rights at 31 December | 587,808 | 34.04 | 1,506,700 | 25.64 |
STOCK GRANT 27 APRIL 2017 – FRENCH RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 64,000 | 25.64 | 62,000 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| Rights transferred in the period | - | - | 10,000 | - |
| (Rights transferred in the period) | 10,000 | - | - | - |
| (Rights converted in the period) | 50,600 | - (*) |
- | - - |
| (Rights cancelled in the period) | 2,400 | - | 8,000 | - |
| Option rights at 31 December | 1,000 | 34.04 | 64,000 | 25.64 |
(*) Rights exercise through "Classic" method.
F) Stock grant 25 October 2017
STOCK GRANT 25 OCTOBER 2017 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 105,000 | 25.64 | 105,000 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | 5,720 | - | - | - |
| (Rights converted in the period) | 79,730 | 28.17 (*) | - | - |
| (Rights cancelled in the period) | 19,820 | - | - | - |
| Option rights at 31 December | 11,170 | 34.04 | 105,000 | 25.64 |
STOCK GRANT 25 OCTOBER 2017 – FRENCH RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 3,000 | 25.64 | 3,000 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | 3,000 | - (*) | - | - |
| (Rights cancelled in the period) | - | - | - | - |
| Option rights at 31 December | - | - | 3,000 | 25.64 |
(*) Rights exercise through "Classic" method.
G) Stock grant 2 May 2018
STOCK GRANT 2 MAY 2018 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 1,147,032 | 25.64 | 1,244,800 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 85,350 | - | 97,768 | - |
| Option rights at 31 December | 1,061,682 | 34.04 | 1,147,032 | 25.64 |
STOCK GRANT 2 MAY 2018 – FRENCH RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 23,990 | 25.64 | 27,300 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 3,380 | - | 3,310 | - |
| Option rights at 31 December | 20,610 | 34.04 | 23,990 | 25.64 |
STOCK GRANT 30 OCTOBER 2018 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 94,100 | 25.64 | 95,100 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 6,744 | - | 1,000 | - |
| Option rights at 31 December | 87,356 | 34.04 | 94,100 | 25.64 |
STOCK GRANT 30 OCTOBER 2018 – FRENCH RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 7,700 | 25.64 | 7,700 | 14.05 |
| Rights granted in the period | - | - | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | - | - | - | - |
| Option rights at 31 December | 7,700 | 34.04 | 7,700 | 25.64 |
GENERAL CHARACTERISTICS OF THE STOCK GRANT PLAN 2019-2025
On May 7th 2019 the Board of Directors of the Parent Company– as resolved by the ordinary Shareholders' Meeting held on 17th April 2019 and heard the opinion of the Remuneration and Appointment Committee – has approved the 2019 stock grant assignment in relation to the Stock Grant Plan 2019 – 2025 with the following general characteristics:
- The Stock Grant Plan 2019-2025 provides for different guidelines according to the category the beficiaries belong to:
- Long-Term Incentive Plan (LTI) Beneficiaries: the employees and the self-employees, of a Group Company – identified by virtue of the band to which the organizational position of the same employee and/or associate belongs to, in the context of the Company's banding system, subject to possible review on an annual basis;
- Amplifon Extraordinary Award Plan (AEA) Beneficiaries: the employees and the self-employees of a Group Company, identified on the basis of retention, promotability and extraordinary recognition criteria.
• With reference to all beneficiaries of the plan, unless otherwise provided elsewhere in these rules, the assigned rights attributed will vest (the "vested rights") provided that as of the date falling on the last day of the aggregate reference period, the beneficiary is an employee or a self-employee of a Group Company and no notice period is under way.
With regard to the Long-Term Incentive Plan (LTI) beneficiaries, the vesting of the assigned rights is also subject to the achievement of the business objectives indicated in the Letter of Assignment of the Rights;
• The shares corresponding to the vested rights shall be assigned to the beneficiary within 90 business days from the date of the notice of vesting of the assigned rights, subject to the implementation (also by the beneficiary) of all the fulfilments (including those of accounting and/or administrative nature) relating thereto.
Below are reported the details of the 2019 cycle of assignment of the Stock Grant plan 2019-2025, including new assignments that have taken place in the year 2020:
A) Stock grant 7 May 2019
STOCK GRANT 7 MAY 2019 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 590,900 | 25.64 | - | - |
| Rights granted in the period | - | - | 619,900 | 16.79 |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 87,020 | - | 29,000 | - |
| Option rights at 31 December | 503,880 | 34.04 | 590,900 | 25.64 |
B) Stock grant 30 October 2019
STOCK GRANT 30 OCTOBE 2019 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 54,400 | 25.64 | - | - |
| Rights granted in the period | - | - | 54,400 | 21.34 |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 1,200 | - | - | - |
| Option rights at 31 December | 53,200 | 34.04 | 54,400 | 25.64 |
C) Stock grant 30 July 2020
The assumptions adopted in the calculation of the fair value are the following:
| ASSIGNMENT – GENERAL RULE | ASSIGNMENT – FRENCH RULE | |
|---|---|---|
| Model used | Binomial (Cox-Ross-Rubinstein method) | |
| Price at grant date | 26.32€ | |
| Threshold | 0 € | |
| Exercise Price | 0.00 | |
| Volatility | 33.13 % | |
| Risk free interest rate | 0.0% | |
| Maturity (in years) | 3 | |
| Vesting Date | the date of approval from the Board of the project of Consolidated Financial Statement as of 12.31.22 (i.e. March 2023) |
|
| Expected Dividend Yield | 0.75% | |
| Fair Value | 25.72 |
STOCK GRANT 30 JULY 2020 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | - | - | - | - |
| Rights granted in the period | 446,900 | 27.76 | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 16,300 | - | - | - |
| Option rights at 31 December | 430,600 | 34.04 | - | - |
D) Stock grant 30 October 2020
The assumptions adopted in the calculation of the fair value are the following:
| ASSIGNMENT – GENERAL RULE | ASSIGNMENT – FRENCH RULE | |
|---|---|---|
| Model used | Binomial (Cox-Ross-Rubinstein method) | |
| Price at grant date | 32 € | |
| Threshold | 0 € | |
| Exercise Price | 0.00 | |
| Volatility | 33.50% | |
| Risk free interest rate | 0.0% | |
| Maturity (in years) | 3 | |
| Vesting Date | the date of approval from the Board of the project of Consolidated Financial Statement as of 12.31.22 (i.e. March 2023) |
|
| Expected Dividend Yield | 0.66% | |
| Fair Value | 31.44 |
STOCK GRANT 30 OCTOBER 2020 – GENERAL RULES
| (€ thousands) | FY 2020 | FY 2019 | ||
|---|---|---|---|---|
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | - | - | - | - |
| Rights granted in the period | 99,800 | 31.21 | - | - |
| Upside rights | - | - | - | - |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 1,000 | - | - | - |
| Option rights at 31 December | 98,800 | 34.04 | - | - |
RESIDUAL LIFE OF AWARDED STOCK GRANTS
RIGHTS ASSIGNED UP TO 12/31/2020
| (€ thousands) | VESTING | EXERCISE | |||||
|---|---|---|---|---|---|---|---|
| Plans | Assignment date | < 1 year | 1-5 years | 5-10 years | Total | N. of rights | Average expiring date |
| New Performance Stock Grant 2014 – 2021 |
04/27/2016 | 147,150 | 1 year | ||||
| of which General Rules | 145,150 | 1 year | |||||
| of which French Rules | 2,000 | 1 year | |||||
| 10/26/2016 | 21,650 | 1 year | |||||
| of which General Rules | 21,650 | 1 year | |||||
| of which French Rules | - | - | |||||
| 04/27/2017 | 588,808 | 2 years | |||||
| of which General Rules | 587,808 | 2 years | |||||
| of which French Rules | 1,000 | 2 years | |||||
| 10/25/2017 | 11,170 | 2 years | |||||
| of which General Rules | 11,170 | 2 years | |||||
| of which French Rules | - | - | |||||
| 05/02/2018 | 1,082,292 | 1,082,292 | |||||
| of which General Rules | 1,061,682 | 1,061,682 | |||||
| of which French Rules | 20,610 | 20,610 | |||||
| 10/30/2018 | 95,056 | 95,056 | |||||
| of which General Rules | 87,356 | 87,356 | |||||
| of which French Rules | 7,700 | 7,700 | |||||
| Stock Grant Plan 2019 - 2015 | 05/07/2019 | 503,880 | 503,880 | ||||
| 10/30/2019 | 53,200 | 53,200 | |||||
| 07/30/2020 | 430,600 | 430,600 | |||||
| 10/30/2020 | 98,800 | 98,800 | |||||
| Total | 1,177,348 | 1,086,480 | 2,263,828 | 768,778 |
The figurative cost of the stock grants for the period is Euro 16,378 thousand.
36. SUBSIDIARIES WITH RELEVANT
NON-CONTROLLING INTERESTS,
JOINT VENTURES AND ASSOCIATED COMPANIES
The following table shows the main income statement and statement of financial position figures of the subsidiaries with relevant minority interests (as a reference please consider the annex regarding the consolidation area). The figures are shown before intragroup eliminations.
| (€ thousands) | 12/31/2020 | 12/31/2019 |
|---|---|---|
| Non-current assets | 1,791 | 2,619 |
| Current assets | 3,286 | 3,122 |
| Non-current liabilities | 327 | 314 |
| Current liabilities | 2,281 | 2,736 |
| Revenues | 4,678 | 7,338 |
| Net profit (loss) for the year | 167 | (438) |
| Dividends paid to minorities | 306 | 226 |
| Net financial positions | 585 | 91 |
| Cash flows | 512 | 229 |
The following table shows the main income statement and statement of financial position highlights of the Dutch joint venture Comfoor BV, accounted for using the equity method. The company is active in the hearing protection sector.
| (€ thousands) | 12/31/2020 | 12/31/2019 |
|---|---|---|
| Non-current assets | 1,792 | 2,033 |
| Current assets | 3,598 | 5,848 |
| Non-current liabilities | 17 | 208 |
| Current liabilities | 1,199 | 3,080 |
| Revenues | 6,429 | 7,193 |
| Amortization, depreciation and impairment | (550) | (255) |
| Interest income and expenses | (9) | (30) |
| Net profit (loss) | (622) | (740) |
| Net financial position | 1,384 | 1,949 |
| Cash flows | (616) | (251) |
The reconciliation of the economic-financial figures provided with the carrying amount of the interest in the joint venture recognized in the consolidated financial statements is shown in the following table (matching values):
| (€ thousands) | 12/31/2020 | 12/31/2019 | ||||
|---|---|---|---|---|---|---|
| Net equity of joint ventures | 3,972 | 4,593 | ||||
| % held | 50% | 50% | ||||
| Book value | 1,986 | 2,296 |
37. EARNINGS (LOSS) PER SHARE
BASIC EPS
Basic earnings per share is obtained by dividing the net profit for the year attributable to the ordinary shareholders of the parent company by the weighted average number of shares outstanding in the year, considering purchases and disposals of treasury shares as cancellations and issues of shares respectively.
Earnings per share is determined as follows:
| Earnings per share | FY 2020 | FY 2019 |
|---|---|---|
| Net profit (loss) attributable to ordinary shareholders (€ thousand) | 101,004 | 108.666 |
| Average number of shares outstanding in the year | 223,797,671 | 221.863.663 |
| Average earnings per share (€ per share) | 0.45132 | 0.48979 |
DILUTED EPS
Diluted earnings per share is obtained by dividing the net income for the year attributable to ordinary shareholders of the parent company by the weighted-average number of shares outstanding during the year adjusted by the diluting effects of potential shares. In the calculation of shares outstanding, purchases and sales of treasury shares are considered as cancellations and issues of shares respectively.
The 'potential ordinary share' categories refer to the possible conversion of Group employees' stock options and stock grants. The computation of the average number of outstanding potential shares is based on the average fair value of shares for the period; stock options and stock grants are excluded from the calculation since they have anti-dilutive effects.
| Weighted average diluted number of shares outstanding | FY 2020 | FY 2019 |
|---|---|---|
| Average number of shares outstanding in the year | 223,797,671 | 221.863.663 |
| Weighted average of potential and diluting ordinary shares | 2,893,225 | 3.889.104 |
| Weighted average of shares potentially subject to options in the period | 226,690,896 | 225,752,767 |
The diluted earnings per share was determined as follows:
| Diluted earnings per share | FY 2020 | FY 2019 |
|---|---|---|
| Net profit attributable to ordinary shareholders (€ thousands) | 101,004 | 108.666 |
| Average diluted number of outstanding shares | 226,690,896 | 225.752.767 |
| Average diluted earnings per share (€) | 0.44556 | 0.48135 |
38. TRANSACTIONS WITH PARENT COMPANIES AND RELATED PARTIES
The parent company, Amplifon S.p.A. is based in Via Ripamonti 133, Milan, Italy. The Group is controlled directly by Ampliter S.r.l. (42.2% of the share capital and 59.4% of the voting rights), held 100% by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.
In accordance with CONSOB Regulation n. 17221 of 12 March 2010, on 3 November 2010, Amplifon S.p.A.'s Board of Directors, after receiving a favorable opinion from the Committee of Independent Directors, adopted the procedures for related party transactions. These procedures have been in effect since 1 December 2012 and no changes were made during the year.
Other transactions with related parties, including intercompany transactions, do not qualify as atypical or unusual, and fall within the Group's normal course of business and are conducted at arm's-length as dictated by the nature of the goods and services provided.
The following table details transactions with related parties.
PARENT COMPANY AND OTHER RELATED PARTIES
| (€ thousands) | 12/31/2020 | FY 2020 | |||||
|---|---|---|---|---|---|---|---|
| Trade receivables |
Trade payables |
Other receivables |
Other assets |
Revenues for sales and services |
Operating costs |
Interest income and expenses |
|
| Amplifin S.p.A. | 18 | - | 1,360 | - | - | (8) | 33 |
| Total – Parent Company | 18 | - | 1,360 | - | - | (8) | 33 |
| Comfoor BV (The Netherlands) | 4 | 139 | - | - | 112 | (2,588) | - |
| Comfoor GmbH (Germany) | - | - | - | - | - | (1) | - |
| Ruti Levinson Institute Ltd (Israel) | 155 | - | - | - | 288 | (4) | - |
| Afik - Test Diagnosis & Hearing Aids Ltd (Israel) |
- | 36 | - | 22 | 421 | - | 1 |
| Total – Associated companies | 159 | 175 | - | 22 | 821 | (2,593) | 1 |
| Total related parties | 177 | 175 | 1,360 | 22 | 821 | (2,601) | 34 |
| Total as per financial statement | 169,060 | 181,036 | 55,464 | 59,916 | 1,555,543 | (1,198,257) | (17,860) |
| % of financial statement total | 0.10% | 0.10% | 2.45% | 0.04% | 0.05% | 0.22% | -0.19% |
The trade receivables, other receivables, revenues from sales and services and other income from related parties refer primarily to:
- amounts payable by Amplifin S.p.A. for the recovery of maintenance costs and condominium fees;
- amounts payable by Amplifin S.p.A. for the relative portion of costs pertaining to the restructuring of the headquarters calculated based on modern and efficient usage fees for the working spaces;
- trade receivables payable by associated companies (primarily in Israel) acting as resellers to which the Group supplies hearing aids.
The trade payables and operating costs refer mainly to commercial transactions with Comfoor BV and Comfoor GmbH, a joint venture from which hearing protection devices are purchased and then distributed in Group stores.
Following the application of IFRS 16, the lease for the Milan headquarters (leased to Amplifon S.p.A by the parent company Amplifin S.p.A) is no longer recognized as operating cost or trade payables, but is recognized under right-of-use depreciation for €1,817 thousand, interest payable on leases for €379 thousand and lease liabilities for €16,794 thousand.
OTHER RELATED PARTIES
The total remuneration of Group Directors, members of Board of Auditors and Key Managers for the period amounted to €13,147 thousand and is made up as follows:
Remuneration of Group Directors, statutory auditors and Key Managers (including of Subsidiaries):
(€ thousands) NON EQUITY VARIABLE
| First Name and Surname | Office Held | Period in which the office has been held |
Term of office ends upon |
Fixed compens. | Committee attendance fees |
|---|---|---|---|---|---|
| Susan Carol Holland | Chairman | 01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
300 | - |
| CEO | 01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
400 | - | |
| Enrico Vita | Managing Director | Permanent | 736 | - | |
| Andrea Casalini | Independent Director |
01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
55 | 30 |
| Alessandro Cortesi | Independent Director |
01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
55 | 25 |
| Maurizio Costa | Independent Director |
01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
55 | 30 |
| Laura Donnini | Independent Director |
01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
55 | 35 |
| Maria Patrizia Grieco | Independent Director |
01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
55 | 20 |
| Lorenzo Pozza | Independent Director |
01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
55 | 45 |
| Giovanni Tamburi | Independent Director |
01/01/2020 - 12/31/2020 | Approval 2021 financ. stat |
55 | - |
| Raffaella Pagani | Chairman of the Board of Auditors |
01/01/2020 - 12/31/2020 | Approval 2020 financ. stat |
60 | - |
| Emilio Fano | Standing Auditor | 01/01/2020 - 12/31/2020 | Approval 2020 financ. stat |
40 | - |
| Maria Stella Brena | Standing Auditor | 01/01/2020 - 12/31/2020 | Approval 2020 financ. stat |
40 | - |
| Total | 1,961 | 185 | |||
| Other Key Managers of the Group A, Bonacina R, Cattaneo A, Ciccolini (1) G, Chiesa (2) F, Dal Poz C, Finotti G, Galli M, Lundeberg (3) A, Muir (4) F, Morichini I, Pazzi G, Pizzini G, Vironda (5) |
Permanent | 3,101 | , | ||
| Totale | 5,062 | 185 |
(1) Employment started on 1 July 2020.
(2) Employment ended on 14 July 2020.
(3) Employment ended on 30 October 2020.
(4) Employment started on 3 February 2020.
(5) Employment started on 23 March 2020.
| NON EQUITY VARIABLE COMPENSATION |
|||||||
|---|---|---|---|---|---|---|---|
| Total | Non compete agreement |
Termination allowance |
FV equity compen. |
Tot. | Fringe Benefit | Profit Sharing | Bonuses and other incentives |
| 308 | - | - | 308 | 8 | - | ||
| 3,619 | - | - | - | 400 | - | - | - |
| - | - | 1,610 | 1,609 | 33 | - | 840 | |
| 85 | - | - | - | 85 | - | - | - |
| 80 | - | - | - | 80 | - | - | - |
| 85 | - | - | - | 85 | - | - | - |
| 90 | - | - | - | 90 | - | - | - |
| 75 | - | - | - | 75 | - | - | - |
| 100 | - | - | - | 100 | - | - | - |
| 55 | - | - | - | 55 | - | - | - |
| 60 | - | - | - | 60 | - | - | - |
| 40 | - | - | - | 40 | - | - | - |
| 40 | - | - | - | 40 | - | - | - |
| 4,637 | - | - | 1,610 | 3,027 | 41 | - | 840 |
| 8,510 | - | 232 | 2,615 | 5,663 | 328 | - | 2,234 |
| 13,147 | - | 232 | 4,225 | 8,690 | 369 | - | 3,074 |
Below are detailed stock grants awarded to the members of Board of Directors, General Managers and Key Managers.
| (€ thousands) | FINANCIAL INSTRUMENTS GRANTED IN PREVIOUS YEARS AND NOT VESTED DURING THE PERIOD |
FINANCIAL INSTRUMENTS GRANTED IN THE PERIOD | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| First Name and Surname |
Office held | Programme (when approved) |
Num. of financial instruments |
Vesting period |
Num.and type of financial instruments |
FV at grant date |
Vesting period |
Grant date | Market price on grant date |
|
| New Performance Stock Grant 27 April 2016 |
||||||||||
| New Performance Stock Grant 27 April 2017 |
- | - | - | - | - | - | - | |||
| Enrico Vita | CEO & Managing Director |
New Performance Stock Grant 2 May 2018 |
140,000 | June 2021 | - | - | - | - | - | |
| Stock Grant Plan 7 May 2019 |
140,000 | March 2022 | - | - | - | - | - | |||
| Stock Grant Plan 30 July 2020 |
- | - | 90,000 | 25.72 | March 2023 | 07/30/20 | 27.76 | |||
| Total | 280,000 | 90,000 | ||||||||
| New Performance Stock Grant 27 April 2016 |
- | - | - | - | - | - | - | |||
| New Performance Stock Grant 27 April 2017 |
- | - | - | - | - | - | - | |||
| Other Key Managers of the Group: A, Bonacina |
New Performance Stock Grant 25 October 2017 |
- | - | - | - | - | - | - | ||
| R, Cattaneo A, Ciccolini G, Chiesa F, Dal Poz C, Finotti |
New Performance Stock Grant 5 May 2018 |
208,000 | June 2021 | - | - | - | - | - | ||
| G, Galli M, Lundeberg A, Muir F, Morichini |
Stock Grant Plan 7 May 2019 |
184,000 | March 2022 | - | - | - | - | - | ||
| I, Pazzi G, Pizzini G, Vironda |
Stock Grant Plan 30 October 2019 |
8,500 | March 2022 | - | - | - | - | - | ||
| Stock Grant Plan 30 July 2020 |
- | - | 152,000 | 25.72 | March 2023 | 07/30/20 | 27.76 | |||
| Stock Grant Plan 30 October 2020 |
- | - | 24,000 | 31.44 | March 2023 | 10/30/20 | 31.21 | |||
| Total Key Managers of the Group |
400,500 | 176,000 | - | |||||||
| Grand Total | 680,500 | 266,000 |
(*) Average weighted market price of the shares at the exercise date.
| EXISTING FINANCIAL INSTRUMENTS AT THE END OF PERIOD |
FINANCIAL INSTRUMENTS EXERCISED DURING THE PERIOD |
FINANCIAL INSTRUMENTS VESTED DURING THE PERIOD |
FINANCIAL INSTRUMENTS CANCELLED OR EXPIRED DURING THE PERIOD |
||||
|---|---|---|---|---|---|---|---|
| Fair Value FY 2020 (€/000) |
Existing financial instruments at the end of period |
Market Price at exercise date |
Num. of financial instruments |
Financial instruments vested during the period and attributable |
Financial instruments vested during the period and not attributable |
Financial instruments cancelled or expired during the period |
|
| 28.74 | 123,600 | ||||||
| 311 | 135,600 | - | - | 135,600 | - | ||
| 505 | 140,000 | - | - | - | - | - | |
| 569 | 140,000 | - | - | - | - | - | |
| 225 | 90,000 | - | - | - | - | - | |
| 1,610 | 505,600 | 123,600 | 135,600 | ||||
| - | - | 32.88 (1) | 40,815 | - | |||
| 532 | 103,255 | 29.67 (1) | 145,345 | 248,600 | - | ||
| 88 | 10,170 | 28.51 (1) | 23,730 | 33,900 | - | ||
| 762 | 196,000 | - | - | - | - | 12,000 | |
| 759 | 161,180 | - | - | - | - | 22,820 | |
| 54 | 8,500 | - | - | - | - | - | |
| 380 | 152,000 | - | - | - | - | - | |
| 40 | 24,000 | - | - | - | - | - | |
| 2,615 | 655,105 | 209,890 | 282,500 | - | 34,820 | ||
| 4,225 | 1,160,705 | 333,490 | 418,100 | - | 34,820 |
39. GUARANTEES PROVIDED, COMMITMENTS AND CONTINGENT LIABILITIES
GUARANTEES PROVIDED TO THIRD PARTIES
As at December 31st, 2020 the item included the following:
| (€ thousands) | 12/31/2020 | 12/31/2019 |
|---|---|---|
| Guarantees provided to third parties | 51,238 | 104.347 |
| Total | 51,238 | 104.347 |
With regard to the guarantees relating to financial liabilities recognized in the consolidated financial statements, only the amount of the guarantee in excess of the liability recognized in the financial statements is shown, in addition to the interest not yet paid (if applicable).
The guarantees provided refer mainly to:
- the guarantee issued to the subscribers of the 2013-2025 private placements issued by Amplifon USA of €18,492 thousand;
- sureties issued in favor of third parties for leases amounting to €9,537 thousand;
- surety bonds issued by Amplifon S.p.A. in favor of the Revenue Office for VAT credits amounting to €16,435 thousand;
- miscellaneous guarantees, totaling €6,773 thousand, which include letters of patronage issued on behalf of subsidiaries to third parties.
COMMITMENTS
As at 31 December 2020 no commitments are recognized in the consolidated financial statements.
CONTINGENT LIABILITIES
Currently the Group is not exposed to any particular risks or uncertainties with the exception of what was discussed above relative to the Covid-19 crisis and the usual periodic tax audits. With regard to the latter, non-particular findings have emerged and the Group is confident in the correctness of its actions.
40. TRANSACTIONS ARISING
FROM ATYPICAL/UNUSUAL TRANSACTIONS
Pursuant to Consob Communication of 28 July 2006, it should be noted that during 2020 the Group carried out no atypical and/or unusual transactions, as defined by the Communication.
With a view to structured management of treasury activities and financial risks, in 2012 the Group had already adopted a Treasury Policy which contains guidelines for the management of:
- currency risk
- interest rate risk
- credit risk
- price risk
- liquidity risk
This policy is updated periodically in order to guarantee proactive risk management.
CURRENCY RISK
This includes the following types of risk:
- foreign exchange transaction risk, that is the risk that the value of a financial asset or liability, a forecasted transaction or a firm commitment, fluctuates due to changes in exchange rates;
- foreign exchange translation risk, that is the risk that the translation of the assets, liabilities, costs and revenues relating to net investment in a foreign operation into the reporting currency gives rise to an exchange gain or loss.
The Amplifon Group's foreign exchange transaction risk relates to:
- transactions in which the costs or sales revenues are denominated in currency other than the local currency: this is the case in a few, less material countries (Israel, Canada and the GAES Group subsidiaries, acquired in 2018, in South and Central America) where purchases are made in euros or US dollars. The currency risk stemming from the reorganization and centralization of purchasing is gradually becoming more substantial as the Parent Company is assuming the role of "purchasing center" for the whole Group, managing the purchases of goods directly which are then resold to the subsidiaries. The purchases from suppliers are, however, made in the same currency used in the subsidiaries' invoices. This activity began in the latter part of 2020 and, to date, has only involved three subsidiaries.
- other intercompany transactions (medium/long-term and short-term loans, charge backs for intercompany service agreements, chargebacks for marketing costs incurred to support the markets, intercompany dividends) which result in currency risk for the companies operating in currencies other than that of the intercompany transaction.
Foreign exchange translation risk arises from transactions in the United States and Canada, the United Kingdom, Switzerland, Hungary, Poland, Israel, Australia, New Zealand, India, China, Egypt and, as a result of the GAES acquisition at the end of 2018, in Chile, Argentina, Ecuador, Colombia, Panama and Mexico.
GROUP STRATEGY:
Foreign Exchange transaction risk
The Group's strategy aims to minimize the impact of currency volatility on the income statement and calls for significant positions in foreign currency to be hedged against foreign exchange risk through specific derivative instruments. These include: (i) bonds issued in US dollars by Amplifon S.p.A. and subscribed by Amplifon USA Inc, (ii) dividends approved, but not yet paid by the Australian subsidiary denominated in Australian dollars and the American subsidiary denominated in US dollars.
With regard to operating procedures, when possible, Amplifon Group covers the risk using a natural hedge developed by maintaining currency deposits in the banks account of the subsidiary exposed to this risk for an amount commensurate with the exposure to the suppliers.
Natural hedges are also preferred by the Parent Company which, as a result of Global Procurement, supply of intercompany services, and dividends has receivables and payables in different currencies.
The development of Global Procurement and the Group-wide roll-out will increase the exposure to currency risk. This is monitored closely and any risk exposure linked to differences in assets and liabilities will be adequately hedged using instruments that have already been identified.
The loans between the Australian and New Zealand companies and between the American and Canadian companies are considered equity investments insofar as the loans are non-interestbearing and not expected to be repaid. The impact of exchange differences is recognized directly in the translation reserve at equity without passing through the income statement.
The risks arising from other intercompany transactions worth less than €1 million (or the equivalent if denominated in another currency) are not hedged as the amounts are not material.
Foreign Exchange translation risk
The foreign exchange translation risk, in accordance with the Group Treasury Policy, is not hedged. Overall, the impact of the foreign exchange translation risk can be seen in the Group's Euro denominated EBITDA which was around €3 million lower than the Group's total EBITDA. The Argentinian subsidiary operates in a high-inflation country but, as the size of the subsidiary is immaterial, the impact on the Group is not significant.
INTEREST RATE RISK
Interest rate risk includes the following situations:
- fair value risk, namely the risk that the value of a fixed rate financial asset or liability changes due to fluctuations in market interest rates;
- cash flow risk, namely the risk that the future cash flows of a floating rate financial asset or liability fluctuate due to changes in market interest rates.
In the Amplifon Group fair value risk arises on the issue of fixed rate bonds (private placement and Eurobonds). The cash flow risk derives from floating rate bank loans.
The Group's strategy is to minimize cash flow risk, especially with respect to long-term exposures, through a balanced mix of fixed- and floating-rate loans and assessing whether to switch floatingrate borrowings to fixed-rate when each loan is taken out, as well as over the life of the loans including in light of the current market rates. In any event, at least 50% of the debt must be hedged against interest rate risk. At 31 December 2020, the Group's medium/long- term debt stems for €701 million from floating rate bank loans, €528 million of which had been swapped to fixed rate debt at the date of this report.
The fixed-rate capital market issues (US private placements and Eurobonds) have yet to be converted to floating-rate debt as currently interest rates are low and the possibility that they will increase is limited.
The Benchmarks Regulation (BMR) which also affects Euribor and could have an impact on hedges will become effective in 2022. The Amplifon Group does not believe that the impact of the reform will be significant.
CREDIT RISK
Credit risk is the risk that the issuer of a financial instrument defaults on its obligations resulting in a financial loss for the holder/investor.
In the Amplifon Group credit risk arises from:
- (i) sales made as part of ordinary business operations;
- (ii) the use of financial instruments that require settlement of positions with other counterparties;
- (iii) the loans granted to members of the indirect channel and commercial partners in the United States for investments and business development.
With regard to the risk under (i) above, the only positions with a high unit value are amounts due from Italian public-sector entities for which the risk of insolvency - while existing - is remote and further mitigated by the fact that they are factored without recourse, on a quarterly basis, by specialized factoring companies. Conversely, the credit risk arising from sales to private individuals based on instalment payment plans is increasing, as is the credit risk arising from sales to US indirect channel operators (wholesalers and franchisees). This credit risk, however, is spread out over a number of partners and the amount owed by any single partner does not exceed a few million US dollars. Due to typical business risks, some may not be able to honor their debts. This would result in higher working capital and credit losses. While each subsidiary is responsible for collection of receivables, the Group has set up a centralized system of monthly reporting relative to trade receivables in order to monitor the composition and due dates for each country, and shares credit recovery initiatives and commercial policies with local management. With regard to private customers, the majority of which do, however, use cash, payment options like installment plans or loans (with terms limited to a few months) are offered. These are managed by external finance companies which advance the whole amount of the sale to Amplifon, while the situation of the indirect channel in the US is closely monitored by local management.
The risk referred to in (ii) above, notwithstanding the inevitable uncertainties linked to sudden and unforeseeable counterparty default, is managed by making diversified investments with the main national and international investment grade financial institutions and through the use of specific counterparty limits with regard to both liquidity invested and/or deposited and to the notional amount of the derivatives. The counterparty limits are determined based on the short-term ratings of each counterparty or, if a public rating is not available, on capital ratios (Tier 1). Transactions with non-investment grade counterparties are not allowed unless specifically authorized by the Group's CEO and CFO.
With regard to the risk referred to in (iii) above, in the event payments fail to be made on the stores sold, ownership will revert back to Amplifon, while the receivables referred to above, are generally personally guaranteed by the beneficiaries and repayments are typically made when the invoices for the purchases of hearing aids are paid.
PRICE RISK
This arises from the possibility that the value of a financial asset or liability may change due to changes in market prices (other than those caused by currency or interest-rate fluctuations) due to both characteristics specific to the financial asset or liability or the issuer, as well as market factors. This risk is typical of financial assets not listed on an active market, which may not be easy to liquidate quickly or at a level close to their fair value. The Amplifon Group does not have investments in these kinds of instruments and, therefore, this risk currently does not exist.
LIQUIDITY RISK
This risk typically arises when an entity is experiencing difficulty finding sufficient funds to meet its obligations and includes the risk that the counterparties that have granted loans and/or lines of credit may request repayment. This risk became particularly significant in 2020 in the wake of the Covid pandemic.
Toward this end, Amplifon implemented a series of measures and actions which made it possible for the Group to better manage its financial position, further strengthening its structure and solidity. More in detail:
- the company resolved not to proceed with the payment of a dividend to shareholders, allocating the entire profit for 2019 as retained earnings;
- a series of measures were adopted which focused on cost containment, reducing and redefining investments, quickly accessing all the tools made available by the governmental authorities, along with other operational initiatives and the management of working capital;
- the Group's financial structure and liquidity position were further strengthened by refinancing debt, extending maturities and gathering new financing for a total of more than €1 billion.
In this way the Amplifon Group was able to provide ample headroom and ensure the flexibility needed to take advantage of any opportunities to consolidate and develop business that might materialize.
At the end of the year available short-term credit lines amounted to €202 million and had not been utilized. Irrevocable credit lines amounted to €195 million and were unutilized at year-end. The debt is primarily long-term with the first significant maturity, which cannot be extended, in 2025.
The measures described above, the increase in recurring margins posted despite the drop in revenues caused by the Covid-19 outbreak, and the strong recovery of the business in the second part of the year achieved despite the new lockdown measures implemented in the fourth quarter in the main European markets following the second wave of the pandemic, indicate that there is no significant liquidity risk, at least in the short-term.
HEDGING INSTRUMENTS
Hedging instruments are used by the Group exclusively to mitigate, in line with company strategy, interest rate and currency risk and comprise exclusively financial derivatives. In order to maximize the effectiveness of these hedges the Group's strategy calls for:
- large counterparties with excellent credit standing and transactions which fall within the limits determined in the treasury policy in order to minimize counterparty risk;
- the use of instruments which match, to the extent possible, the characteristics of the risk hedged;
- monitoring of the adequacy of the instruments used in order to check and, possibly, optimize the structure of the instruments used to achieve the purposes of the hedge.
The Group's Treasury Policy also defines the rigorous criteria to be used when selecting counterparties.
The derivatives used by the Group are generally plain vanilla financial instruments. More in detail, the types of derivatives used include:
- cross currency swaps;
- foreign exchange forwards.
On initial recognition these instruments are measured at fair value. At subsequent reporting dates the fair value of derivatives must be re-measured and:
- (i) if these instruments fail to qualify for hedge accounting, any changes in fair value that occur after initial recognition are taken to profit and loss;
- (ii) if these instruments subsequently qualify as fair value hedges, from that date any changes in the fair value of the derivative are taken to profit and loss; at the same time, any fair value changes due to the hedged risk are recorded as an adjustment to the book value of the hedged item and the same amount is recorded in the income statement; any ineffectiveness of the hedge is recognized in profit and loss;
- (iii) if these instruments qualify as cash flow hedges, from that date any changes in the fair value of the derivative are taken to net equity; changes in the fair value of the derivative that are recognized in net equity are subsequently reclassified in the income statement in the period in which the hedged transaction affects the income statement; when the object of the hedge is the purchase of a non-financial asset, changes to the fair value of the derivative taken to net equity are reclassified to adjust the purchase cost of the asset hedged (basis adjustment); any ineffectiveness of the hedge is recognized in profit and loss.
The Group's hedging strategy is reflected in the accounts as described above as of the moment when the following conditions are satisfied:
- the hedging relationship, its purpose and the overall strategy are formally defined and documented; the documentation includes the identification of the hedging instrument, the hedged item, the nature of the risk to be neutralized and the procedures whereby the entity will assess the effectiveness of the hedge;
- the effectiveness of the hedge may be reliably assessed and there is a reasonable expectation, confirmed by evidence, that the hedge will be highly effective for the period in which the hedged risk exists;
- the hedged risk relates to changes in cash flow due to a future transaction, the latter is highly probable and entails exposure to changes in cash flow which could affect profit and loss.
Derivatives are recognized as assets if their fair value is positive and as liabilities if their fair value is negative. These balances are shown under current assets or liabilities if related to derivatives which do not qualify for hedge accounting, conversely, they are classified consistently with the hedged item.
In detail, if the hedged item is classified as a current asset or liability, the positive or negative fair value of the hedging instrument is included under current assets or liabilities; if the hedged item is classified as a non-current asset or liability, the positive or negative fair value of the hedging instrument is included under non-current assets or liabilities.
The Group does not have any net investment hedges.
42. TRANSLATION OF FOREIGN COMPANIES' FINANCIAL STATEMENTS
The exchange rates used to translate non-Euro zone companies' financial statements are as follows:
| 12/31/2020 | 12/31/2019 | |||
|---|---|---|---|---|
| Average exchange rate |
Year-end exchange rate |
Average exchange rate |
Year-end exchange rate |
|
| Panamanian balboa | 1.1422 | 1.2271 | 1.1195 | 1.1234 |
| Australian dollar | 1.6549 | 1.5896 | 1.6109 | 1.5995 |
| Canadian dollar | 1.53 | 1.5633 | 1.4855 | 1.4598 |
| New Zealand dollar | 1.7561 | 1.6984 | 1.6998 | 1.6653 |
| Singapore dollar | 1.5742 | 1.6218 | 1.5273 | 1.5111 |
| US dollar | 1.1422 | 1.2271 | 1.1195 | 1.1234 |
| Hungarian florin | 351.2494 | 363.89 | 325.2967 | 330.53 |
| Swiss franc | 1.0705 | 1.0802 | 1.1124 | 1.0854 |
| Egyptian lira | 18.0654 | 19.3168 | 18.8383 | 18.0192 |
| New Israeli shekel | 3.9258 | 3.9447 | 3.9901 | 3.8845 |
| Argentinian peso | 103.2494 | 103.2494 | 53.8229 | 67.2749 |
| Chilean peso | 903.14 | 872.52 | 786.89 | 844.86 |
| Colombian peso | 4,217.06 | 4,202.34 | 3,674.52 | 3,688.66 |
| Mexican peso | 24.5194 | 24.416 | 21.5565 | 21.2202 |
| Brazilian real | 5.8943 | 6.3735 | 4.4134 | 4.5157 |
| Chinese renminbi | 7.8747 | 8.0225 | 7.7355 | 7.8205 |
| Indian rupee | 84.6392 | 89.6605 | 78.8361 | 80.187 |
| British pound | 0.8897 | 0.89903 | 0.87777 | 0.8508 |
| Polish zloty | 4.443 | 4.5597 | 4.2976 | 4.2568 |
43. SEGMENT INFORMATION
In accordance with IFRS 8 "Operating Segments", the schedules relative to each operating segment are shown below.
The Amplifon Group's business (distribution and personalization of hearing solutions) is organized in three specific geographical segments which comprise the Group's operating segments: Europe, Middle East and Africa - EMEA - (Italy, France, The Netherlands, Germany, the United Kingdom, Ireland, Spain, Portugal, Switzerland, Belgium, Luxemburg, Hungary, Egypt, Poland and Israel), Americas (USA, Canada, Chile, Argentina, Ecuador, Colombia, Panama and Mexico) and Asia-Pacific (Australia, New Zealand, India and China).
The Group also operates via centralized Corporate functions (Corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8.
These areas of responsibility, which coincide with the geographical segments (the Corporate functions are recognized under EMEA), represent the organizational structure used by management to run the Group's operations. The reports periodically analyzed by the Chief Executive Officer and Top Management are divided up accordingly, by geographical area.
Performances are monitored and measured for each operating segment/geographical segment, through operating profit including amortization and depreciation (EBIT), along with the portion of the results of equity investments in associated companies valued using the equity method. Financial expenses are not monitored insofar as they are based on corporate decisions regarding the financing of each region (own funds versus borrowings) and, consequently, neither are taxes. Items in the statement of financial position are analyzed by geographical segment without being separated from the corporate functions which remain part of EMEA. All the information relating to the income statement and the statement of financial position is determined using the same criteria and accounting standards used to prepare the consolidated financial statements.
INCOME STATEMENT – FY 2020(*)
| EMEA | AMERICAS | APAC | CORPORATE | ELIM. | CONSOLIDATED | |
|---|---|---|---|---|---|---|
| Revenues from sales and services | 1,123,534 | 249,583 | 182,426 | - | - | 1,555,543 |
| Operating costs | (827,940) | (193,949) | (120,724) | (55,644) | - | (1,198,257) |
| Other income and costs | 9,946 | 1,912 | 1,101 | 722 | - | 13,681 |
| Gross operating profit by segment (EBITDA) |
305,540 | 57,546 | 62,803 | (54,922) | - | 370,967 |
| Amortization, depreciation and impairment |
||||||
| Intangible assets amortization | (37,453) | (5,162) | (10,093) | (8,777) | - | (61,485) |
| Tangible asset depreciation | (35,330) | (2,247) | (8,183) | (1,962) | - | (47,722) |
| Right-of-use depreciation | (74,057) | (3,848) | (11,413) | (451) | - | (89,769) |
| Impairment losses and reversals of non current assets |
(1,711) | (1,728) | (52) | - | - | (3,491) |
| (148,551) | (12,985) | (29,741) | (11,190) | - | (202,467) | |
| Operating result by segment | 156,989 | 44,561 | 33,062 | (66,112) | - | 168,500 |
| Financial income, expenses and value adjustments to financial assets |
||||||
| Group's share of the result of associated companies valued at equity and gains/ losses on disposals of equity investments |
(346) | - | - | - | - | (346) |
| Other income and expenses, impairment and revaluations of financial assets |
2 | |||||
| Interest income and expenses | (17,860) | |||||
| Interest expenses on lease liabilities | (10,428) | |||||
| Other financial income and expenses | (1,198) | |||||
| Exchange gains and losses | 761 | |||||
| Gain (loss) on assets accounted at fair value |
(106) | |||||
| (29,175) | ||||||
| Net profit (loss) before tax | 139,325 | |||||
| Current and deferred income tax | ||||||
| Current income tax | (47,385) | |||||
| Deferred tax | 9,122 | |||||
| (38,263) | ||||||
| Total net profit (loss) | 101,062 | |||||
| Minority interests | 58 | |||||
| Net profit (loss) attributable to the Group | 101,004 |
(*) The figures of the operating segments are net of the intercompany eliminations.
INCOME STATEMENT – FY 2019
| EMEA | AMERICAS | APAC | CORPORATE | ELIM. | CONSOLIDATED | |
|---|---|---|---|---|---|---|
| Revenues from sales and services | 1,253,880 | 285,346 | 187,791 | 5,046 | - | 1,732,063 |
| Operating costs | (954,771) | (221,645) | (132,523) | (53,908) | - | (1,362,847) |
| Other income and costs | 1,030 | 844 | (279) | (221) | - | 1,374 |
| Gross operating profit by segment (EBITDA) |
300,139 | 64,545 | 54,989 | (49,083) | - | 370,590 |
| Amortization, depreciation and impairment |
||||||
| Intangible assets amortization | (38,012) | (5,582) | (9,228) | (7,712) | - | (60,534) |
| Tangible asset depreciation | (32,654) | (2,575) | (5,131) | (1,588) | - | (41,948) |
| Right-of-use depreciation | (74,242) | (3,769) | (10,035) | - | - | (88,047) |
| Impairment losses and reversals of non-current assets |
(2,792) | (70) | (109) | - | - | (2,970) |
| (147,700) | (11,996) | (24,503) | (9,300) | - | (193,499) | |
| Operating result by segment | 152,439 | 52,549 | 30,486 | (58,383) | - | 177,091 |
| Financial income, expenses and value adjustments to financial assets |
||||||
| Group's share of the result of associated companies valued at equity |
188 | - | - | - | - | 188 |
| Other income and expenses, impairment and revaluations of financial assets |
3 | |||||
| Interest income and expenses | (14,387) | |||||
| Interest expenses on lease liabilities | (11,357) | |||||
| Other financial income and expenses | (581) | |||||
| Exchange gains and losses | (445) | |||||
| Gain (loss) on assets accounted at fair value |
(373) | |||||
| (26,952) | ||||||
| Net profit (loss) before tax | 150,139 | |||||
| Current and deferred income tax | ||||||
| Current income tax | (47,331) | |||||
| Deferred tax | 5,716 | |||||
| (41,615) | ||||||
| Total net profit (loss) | 108,524 | |||||
| Minority interests | (142) | |||||
| Net profit (loss) attributable to the Group | 108,666 |
(*) The figures of the operating segments are net of the intercompany eliminations.
STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31 ST, 2020(*)
| (€ thousands) | EMEA | AMERICAS | APAC | ELIM. | CONSOLIDATED |
|---|---|---|---|---|---|
| Assets | |||||
| Non-current assets | |||||
| Goodwill | 856,130 | 147,528 | 277,951 | - | 1,281,609 |
| Intangible fixed assets with finite useful life | 274,704 | 41,641 | 44,840 | - | 361,185 |
| Tangible fixed assets | 139,426 | 10,286 | 27,904 | - | 177,616 |
| Right-of-use assets | 350,450 | 20,585 | 38,303 | - | 409,338 |
| Equity-accounted investments | 2,002 | - | - | - | 2,002 |
| Hedging instruments | 4,327 | - | - | - | 4,327 |
| Deferred tax assets | 70,451 | 6,262 | 6,958 | - | 83,671 |
| Deferred contract costs | 7,047 | 677 | 53 | - | 7,777 |
| Other assets | 24,519 | 34,518 | 879 | - | 59,916 |
| Total non-current assets | 2,387,441 | ||||
| Current assets | |||||
| Inventories | 46,210 | 8,003 | 3,219 | - | 57,432 |
| Receivables | 219,976 | 37,304 | 19,260 | (52,016) | 224,524 |
| Deferred contract costs | 4,553 | 433 | 65 | - | 5,051 |
| Hedging instruments | - | - | - | - | - |
| Other financial assets | 8,997 | ||||
| Cash and cash equivalents | 545,027 | ||||
| Total current assets | 841,031 | ||||
| Total assets | 3,228,472 | ||||
| Liabilities | |||||
| Net Equity | 801,868 | ||||
| Non-current liabilities | |||||
| Medium/long-term financial liabilities | 1,069,321 | ||||
| Lease liabilities | 290,960 | 17,075 | 29,315 | - | 337,350 |
| Provisions for risks and charges | 20,175 | 28,734 | 856 | - | 49,765 |
| Liabilities for employees' benefits | 23,185 | 135 | 699 | - | 24,019 |
| Hedging instruments | 5,963 | - | - | - | 5,963 |
| Deferred tax liabilities | 65,875 | 18,783 | 10,492 | - | 95,150 |
| Payables for business acquisitions | 22,253 | 10,009 | - | - | 32,262 |
| Contract liabilities | 117,351 | 10,229 | 2,436 | - | 130,016 |
| Other long-term liabilities | 11,011 | 333 | - | - | 11,344 |
| Total non-current liabilities | 1,755,190 | ||||
| Current assets | |||||
| Trade payables | 132,707 | 39,462 | 22,167 | (13,300) | 181,036 |
| Payables for business acquisitions | 2,536 | 4,157 | - | - | 6,693 |
| Contract liabilities | 83,802 | 10,046 | 9,151 | - | 102,999 |
| Other payables and tax payables | 174,043 | 54,709 | 22,794 | (38,716) | 212,830 |
| Hedging instruments | 112 | - | - | - | 112 |
| Provisions for risks and charges | 3,075 | 485 | - | - | 3,560 |
| Liabilities for employees' benefits | 860 | 106 | 2,173 | - | 3,139 |
| Short-term financial liabilities | 75,615 | ||||
| Lease liabilities | 68,183 | 5,810 | 11,437 | - | 85,430 |
| Total current liabilities | 671,414 | ||||
| Total liabilities | 3,228,472 |
(*) The items in the statement of financial position are analyzed by the CEO and Top Management by geographic area without being separated from the Corporate functions which are included in EMEA.
STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31 ST, 2019(*)
| (€ thousands) | EMEA | AMERICAS | APAC | ELIM. | CONSOLIDATED |
|---|---|---|---|---|---|
| Assets | |||||
| Non-current assets | |||||
| Goodwill | 839,802 | 126,418 | 249,291 | - | 1,215,511 |
| Intangible fixed assets with finite useful life | 291,674 | 30,257 | 45,577 | - | 367,508 |
| Tangible fixed assets | 158,390 | 10,450 | 27,739 | - | 196,579 |
| Right-of-use assets | 361,739 | 18,300 | 38,390 | - | 418,429 |
| Equity-accounted investments | 2,314 | - | - | - | 2,314 |
| Hedging instruments | 8,153 | - | - | - | 8,153 |
| Deferred tax assets | 73,434 | 3,400 | 4,593 | - | 81,427 |
| Deferred contract costs | 7,046 | 222 | 71 | - | 7,339 |
| Other assets | 25,270 | 41,256 | 990 | - | 67,516 |
| Total non-current assets | 2,364,776 | ||||
| Current assets | |||||
| Inventories | 55,834 | 4,433 | 4,325 | - | 64,592 |
| Receivables | 217,387 | 50,814 | 26,722 | (18,151) | 276,772 |
| Deferred contract costs | 4,176 | 122 | 88 | - | 4,386 |
| Hedging instruments | 2,201 | - | - | - | 2,201 |
| Other financial assets | 240 | ||||
| Cash and cash equivalents | 138,371 | ||||
| Total current assets | 486,562 | ||||
| Total assets | 2,851,338 | ||||
| Liabilities | |||||
| Net Equity | 696,115 | ||||
| Non-current liabilities | |||||
| Medium/long-term financial liabilities | 750,719 | ||||
| Lease liabilities | 343,040 | ||||
| Provisions for risks and charges | 17,620 | 32,406 | 264 | - | 50,290 |
| Liabilities for employees' benefits | 24,143 | 130 | 1,008 | - | 25,281 |
| Hedging instruments | 4,290 | - | - | - | 4,290 |
| Deferred taxes | 70,398 | 21,265 | 10,448 | - | 102,111 |
| Payables for business acquisitions | 12,876 | 651 | - | - | 13,527 |
| Contract liabilities | 124,540 | 8,530 | 1,982 | - | 135,052 |
| Other long-term liabilities | 8,466 | 183 | - | - | 8,649 |
| Total non-current liabilities | 1,432,959 | ||||
| Current assets | |||||
| Trade payables | 127,909 | 40,928 | 23,571 | (15,018) | 177,390 |
| Payables for business acquisitions | 9,257 | 988 | - | - | 10,245 |
| Contract liabilities | 81,557 | 8,332 | 7,836 | - | 97,725 |
| Other payables and tax payables | 165,279 | 9,657 | 14,754 | (3,133) | 186,557 |
| Hedging instruments | 28 | - | - | - | 28 |
| Provisions for risks and charges | 3,650 | 592 | - | - | 4,242 |
| Liabilities for employees' benefits | 478 | 67 | - | - | 545 |
| Short-term financial liabilities | 163,947 | ||||
| Lease liabilities | 81,585 | ||||
| Total current liabilities | 722,264 | ||||
| Total liabilities | 2,851,338 |
YESTERDAY - WE ARE DRIVEN BY AN IDEA • TODAY • TOMORROW • REPORT ON OPERATIONS • CONSOLIDATED FINANCIAL STATEMENTS
(*) The items in the statement of financial position are analyzed by the CEO and Top Management by geographic area without being separated from the Corporate functions which are included in EMEA.
44. ACCOUNTING POLICIES
44.1. PRESENTATION OF THE FINANCIAL STATEMENTS
The condensed interim consolidated financial statements at 31 December 2020 were prepared in accordance with the historical cost method with the exception of derivatives, a few financial investments measured at fair value and assets and liabilities hedged against changes in fair value, as explained in more detail in this report, as well as on a going concern basis.
With regard to reporting formats:
- in the statement of financial position, the Group distinguishes between non-current and current assets and liabilities;
- in the income statement, the Group classifies costs by nature insofar as this is deemed to more accurately represent the primarily commercial and distribution activities carried out by the Group;
- in addition to the net profit for the period, the statement of comprehensive income also shows the impact of exchange rate gains and losses, changes in cash flow hedger reserve, changes in foreign currency basis spread reserve on derivative instruments and actuarial gains and losses that are recognized directly in equity; these items are subdivided based on whether they may subsequently be reclassified to profit or loss;
- in the statement of changes in net equity, the Group reports all the changes in net equity, including those deriving from shareholder transactions (payment of dividends and capital increases);
- the statement of cash flows is prepared using the indirect method to determine cash flow from operations.
44.2. USE OF ESTIMATES IN PREPARING THE FINANCIAL STATEMENTS
The preparation of the financial statements and explanatory notes requires the use of estimates and assumptions particularly with regard to the following items:
- revenues for services rendered over time recognized based on the effort or the input expended to satisfy the performance obligation;
- allowances for impairment made based on the asset's estimated realizable value;
- provisions for risks and charges made based on a reasonable estimate of the amount of the potential liability, including with regard to any counterparty claims;
- provisions for obsolete inventories in order to align the carrying value of inventories with the estimated realizable value;
- provisions for employee benefits, calculated based on actuarial valuations;
- amortization and depreciation of intangible assets and tangible fixed assets recognized based on the estimated remaining useful life and the recoverable amount;
- income tax recognized based on the best estimate of the tax rate for the full year;
- IRSs and currency swaps (instruments not traded on regulated markets), marked to market at the reporting date based on the yield curve and market exchange rates, which are subject to credit/ debit valuation adjustments based on market prices;
- the lease term duration was determined on a lease-by-lease basis and is comprised of the "noncancellable" period along with the impact of any extension or early termination clauses if exercise of that clause is reasonably certain. This property valuation took into account circumstances and facts specific to each asset;
- discount rate of leases falling within the scope of IFRS 16 (incremental borrowing rate) determined with reference to the IRS (reference interbank rate used as indexation parameter for fixed-rate mortgage loans) relating to the individual countries in which the companies of the Amplifon Group, with maturities commensurate with the duration of the specific rental contract, increased by the
specific credit spread of the parent company and any costs for additional guarantees. In the rare cases where the IRS rate is not available (Egypt, Ecuador, Mexico and Panama), the risk-free rate was determined with reference to the Government Bond, always with maturities commensurate with the duration of the specific rental contract.
Estimates and assumptions are periodically reviewed, and any changes made, following the change of the circumstances or the availability of better information, are recognized in the income statement. The use of reasonable estimates is essential to the preparation of the financial statements and does not affect their overall reliability.
The Group tests goodwill for impairment at least once a year or when there are indicators of impairment. The impairment test is carried out based on the groups of cash generating units to which the goodwill is allocated and based on which the Group assesses, directly or indirectly, the return on investment which includes this goodwill.
44.3. IFRS STANDARDS/ INTERPRETATIONS APPROVED BY THE IASB AND ENDORSED IN EUROPE
The following table lists the IFRS/interpretations approved by the IASB, endorsed in Europe and applied for the first time this year.
| Description | Endorsement date | Publication | Effective date | Effective date for Amplifon |
|---|---|---|---|---|
| Amendments to IFRS 16 "Leases Covid 19-Related Rent Concessions" (issued on 28 May 2020) |
9 Oct '20 | 12 Oct '20 | 1 Jun '20 | 1 Jan '20 |
| Amendments to IFRS 3: "Business Combinations" (issued on 22 October 2018) |
21 Apr '20 | 22 Apr '20 | 1 Jan '20 | 1 Jan '20 |
| Amendments to IFRS 9, IAS 39 and IFRS 7: "Interest Rate Benchmark Reform" (issued on 26 September 2019) |
15 Jan '20 | 16 Jan '20 | 1 Jan '20 | 1 Jan '20 |
| Revised version of the IFRS Conceptual Framework (issued on 29 March 2018) |
29 Nov '19 | 6 Dec '19 | 1 Jan '20 | 1 Jan '20 |
| Amendments to IAS 1 and IAS 8: "Definition of Materiality" (issued on 31 October 2018) |
29 Nov '19 | 10 Dec '19 | 1 Jan '20 | 1 Jan '20 |
The amendment to IFRS 16 "Leases Covid 19-Related Rent Concessions" introduced a practical expedient in the chapter "Lease amendments" which allows for lessees to treat any Covid-19 lease concessions granted as of 1 January 2020 as variable lease payments and not as modifications of the original lease. As a consequence, those concessions are recognized as variable lease payment, without going though a contractual amendment.
In order to apply this exemption, the following conditions must be satisfied:
- the rent concession is a direct consequence of Covid-19 and any reduction in lease payments affects only payments originally due on or before 30 June 2021;
- the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
- there are no substantive changes to other terms and conditions of the lease.
The amendments to IFRS 3 "Business Combinations" issued on October 22, 2018, support the entities in determining whether they have acquired a business or a group of assets.
The amendment named "Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform" modifies some of the requirements for the hedge accounting application, providing temporary exemptions, in order to mitigate the impact caused by uncertainty of IBOR's reform on future cash flows in the period preceding its completion. The amendment also requires to the companies to
provide in the financial statements additional information about their hedging relationship which are directly affected by uncertainties generated by the reform and to which the aforementioned exceptions apply, where applicable.
On March 29, 2019, IASB published an amendment to "References to the Conceptual Framework in IFRS Standards". The Conceptual Framework defines the fundamental concepts for financial information. The document helps ensuring that the Standard are conceptually coherent and that similar transactions are treated in the same way, in order to provide useful information to investors, lenders and other creditors.
The "Amendments to IAS 1 and IAS 8: Definition of Materiality" has the objective to clarify the definition of "materiality" in order to help societies to evaluate if an information is relevant and therefore needs to be included in the financial statements.
In particular, it is specified that an information is relevant if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.
Application of the practical expedient relating to concessions granted (discounts or exemptions from payments) on leases as a result of Covid-19 (Amendments to IFRS 16 "Leases Covid 19-Related Rent Concessions" issued on May 22, 2020) had a positive impact on the income statement of Euro 9,683 thousand, as described in paragraph 2.
The adoption of the other standards and interpretations referred to above is not expected to have a material impact on the measurement of the Group's assets, liabilities, costs and revenues.
44.4. FUTURE FINANCIAL REPORTING STANDARDS AND INTERPRETATIONS
IFRS Standards/ interpretations approved by the IASB and endorsed in Europe
The following table shows the IFRS Standards/ interpretations approved by the IASB and endorsed in Europe whose mandatory effective date is after December 31, 2020.
| Description | Endorsement date | Pubblication | Effective date | Effective date for Amplifon |
|---|---|---|---|---|
| Amendments to IFRS 4 "Insurance Contracts – deferral of IFRS 9" (issued on June 25, 2020) |
15 Dec '20 | 16 Dec '20 | 1 Jan '21 | 1 Jan '21 |
| Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest Rate Benchmark Reform – Phase 2" (issued on August 27, 2020) |
1 Jan '21 | 13 Jan '21 | 14 Jan '21 | 1 Jan '21 |
The amendment to "IFRS 4 "Insurance Contracts – deferral of IFRS 9" supports the companies implementing the new standard IFRS 17, and it makes it easier to show their financial performance.
The amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest Rate Benchmark Reform – Phase 2" integrate those issued in 2019. The amendments referred in phase 2, address issues that might affect financial reporting when an existing interest rate benchmark is replaced with an alternative benchmark interest rate (i.e. replacement issue) and assist companies in the application of IFRS when changes are made to contractual cash or hedging relationship due to the interest rates reform and in providing useful information to users of the financial statements.
International Financial Reporting Standards and interpretations approved by the IASB but not yet endorsed in Europe
The International Financial Reporting Standards, interpretations and amendments to existing standards and interpretations, or specific provisions included in the standards and interpretations, approved by IASB, but not yet endorsed for adoption in Europe on 31 December 2020 are listed below:
| Description | Effective date |
|---|---|
| IFRS 17 "Insurance Contracts" (issued on 18 May 2017) | Periods beginning on or after 1 Jan '23 |
| Amendments to IAS 1: "Presentation of Financial Statements – Classification of liabilities as current or non-current" (issued on 23 January 2020) |
Periods beginning on or after 1 Jan '23 |
| Amendments to: • IFRS 3 Business Combinations • IAS 16 Property, Plant and Equipment • IAS 37 Provisions, Contingent Liabilities and Contingent Assets • Annual Improvements 2018-2020 (All issued on 14 May 2020) |
Periods beginning on or after 1 Jan '22 |
| Amendments to IAS 1: "Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies" (issued on 12 February 2021) |
Periods beginning on or after 1 Jan '23 |
| Amendments to IAS 8: "Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates" (issued on 12 February 2021) |
Periods beginning on or after 1 Jan '23 |
The IFRS 17 Insurance Contracts, is a new complete standard relative to insurance contracts which covers detection and measurement, presentation and disclosure. Such principle will replace the IFRS 4 Insurance Contracts, issued in 2005. IFRS 17 applies to all kinds of insurance contracts regardless the type of entity issuing them, as well as certain guarantees and financial instruments with discretionary participation characteristics.
On January 23, 2020 IASB issued the amendments to the classification of liabilities as current or non-current, providing a more general approach of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date.
On May 14. 2020 IASB issued the following amendments:
- Amendments to IFRS 3 "Reference to the Conceptual Framework", in order to: (i) complete the updating of the references to the Conceptual Framework for Financial Reporting present in the accounting standard; (ii) provide clarification on the prerequisites for the recognition, on the acquisition date, of funds, contingent liabilities and tax liabilities (so-called levy) assumed as part of a business combination transaction; (iii) make it clear that potential assets cannot be recognized as part of a business combination;
- Amendments to IAS 16 "Property, Plant and Equipment: Proceeds before Intended Use", aimed at defining that the revenues from the sale of goods produced by an asset before it is ready for its intended use are charged to the income statement together with the related production costs;
- Amendments to IAS 37 "Onerous Contracts Cost of Fulfilling a Contract" aimed at providing clarifications on how to determine the cost of an onerous contract;
- "Annual Improvements to IFRS Standards 2018- 2020 Cycle containing amendments, essentially of a technical and editorial nature, of the accounting principles.
The amendments to IAS 1 and IAS 8 are aimed at improving disclosure on accounting policies in order to provide more useful information to investors and other primary users of the financial statements as well as to help companies distinguish changes in accounting estimates from changes in accounting policies.
The IASB also published in consultation the proposal to extend the application period of the amendment to IFRS 16 "Leases" issued in 2020 by one year to help lessees who, due to Covid-19, benefit from suspension of payments due for leasing.
The adoption of the standards and interpretations approved and not endorsed above is not expected to have a material impact on the measurement of the Group's assets, liabilities, costs and revenues.
44.5. SUBSIDIARIES
The consolidation area includes companies which are controlled by the Group. Control is defined as the power to influence the financial and operating policies of a company. The existence of control over a company is determined on the basis of: (i) voting rights, including potential ones, that the Group is entitled to and by virtue of which the Group may exercise a majority of the votes that can be cast at ordinary Shareholders' meetings; (ii) the content of possible agreements between shareholders or the existence of specific clauses in the entity's by-laws which grant the Group the power to manage the company; (iii) control by the Group of a sufficient number of votes to exercise de facto control at ordinary Shareholders' meetings of the company.
Income statement items are included in the consolidated financial statements starting from the date control is acquired and up to the date such control ceases. All payables and receivables, as well as the revenue and expense items deriving from transactions between companies included in the consolidation are eliminated entirely; capital gains and losses deriving from transfers of assets between consolidated companies are also eliminated, as are the profits and losses arising from transfers of assets between consolidated companies that come to form inventories of the acquiring company, write-downs and reversals of holdings in consolidated companies, and intragroup dividends. Assets, liabilities, costs and revenues of subsidiaries are recorded in full, allocating to minority shareholders their share of net equity and of the net result.
The financial statements of subsidiaries are adjusted in order to make the measurement criteria consistent with those adopted by the Group.
The closing dates of subsidiaries are aligned with that of the parent company; where this is not the case, the subsidiaries prepare appropriate financial statements for consolidation purposes.
44.6. JOINTLY CONTROLLED COMPANIES
A joint control arrangement is an agreement based on which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
There are two types of joint control arrangements: joint operations and joint ventures.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. These parties are referred to as joint operators and each joint operator recognizes the proportionate share of the assets, liabilities, costs and revenue relative to the jointly operated activity.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Those parties are called joint venturers. A joint venturer recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method.
44.7. ASSOCIATED COMPANIES
Investments in associates are accounted for using the equity method. A company is considered an associate if the Group participates in decisions relating to the company's operating and financial policies even if the latter is not a subsidiary nor subject to joint control. Under the equity method, on
initial recognition, an investment in an associate is recognized at cost in the statement of financial position and the carrying amount is increased or decreased to recognize the investor's share of the profit or loss of the investee after the date of acquisition. The goodwill relating to the associate is included in the carrying amount and is not subject to amortization. The profits generated as a result of transactions carried out by the Group with associates are eliminated to the extent of the Group's interest in the associate. The financial statements of companies accounted for based on the equity method are adjusted to be in line with the Group's accounting policies.
44.8. BUSINESS COMBINATIONS
Business combinations are accounted for in the financial statements as follows:
- acquisition cost is determined on the basis of the fair value of assets transferred, liabilities assumed, or the shares transferred to the seller in order to obtain control;
- the determination of the values of the assets and liabilities of the acquiree is made provisionally until the activities of determining the fair value of the assets and liabilities are completed. The completion of these activities must in any case take place within 12 months of the acquisition, where the latter are counted from the date on which the acquisition took place and accounted for the first time. If, in the period in which the allocation is made provisionally, different values should emerge from those initially recorded following new information on facts and circumstances that in any case existed at the acquisition date, the recognized values are adjusted retrospectively;
- acquisition- costs related to business combinations are recognized in the income statement for the period in which the costs were incurred;
- the fair value of the shares transferred is determined according to the market price at the exchange date;
- where the agreement with the seller provides for a price adjustment linked to the profitability of the business acquired, over a defined timeframe or at a pre-established future date (earn-out), the adjustment is included in the acquisition price as of the acquisition date and is measured at fair value as at the date of acquisition;
- at the acquisition date, the assets and liabilities, including contingent ones, of the acquired company are recognized at their fair value at that date. When determining the value of these assets we also consider the potential tax benefits applicable to the jurisdiction of the acquired company;
- when the carrying amounts of assets, liabilities and contingent liabilities recorded differ from their corresponding tax base at the acquisition date, deferred tax assets and liabilities are recognized;
- any difference between the acquisition cost of the investment and the corresponding share of the net assets acquired is recorded as goodwill, if positive, or it is charged to the income statement, if negative;
- income items are included in the consolidated financial statements starting from the date control is acquired and up to the date control ceases.
44.9. FUNCTIONAL CURRENCY, PRESENTATION CURRENCY AND TRANSLATION CRITERIA APPLIED TO FOREIGN CURRENCY ITEMS
The consolidated financial statements of the Amplifon Group are presented in Euros, the functional currency of the parent company, Amplifon S.p.A.
The financial statements of subsidiaries and jointly-controlled companies are prepared in the functional currency of each company. When this currency differs from the reporting currency of the consolidated financial statements, the financial statements are translated using the current exchange rate method: income statement items are translated using the average exchange rates of the year, asset and liability items are translated using year-end rates and net equity items are translated at historical rates. Exchange differences are recorded under "translation difference" in the consolidated net equity; when the company is disposed of, the cumulative differences booked in net equity are taken to the income statement.
Foreign currency transactions are recorded at the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currency and valued at cost are reported at the exchange rate used upon initial recognition. Non-monetary assets and liabilities denominated in foreign currency and recognized at fair value, at recoverable value, or realizable value, are translated using the exchange rate of the date when the value was determined.
Any exchange rate differences arising from the settlement of monetary assets and liabilities or from the translation at exchange rates that are different from those used upon initial recognition, during the year or in previous financial statements, are recognized in the income statement.
44.10. INTANGIBLE FIXED ASSETS
Intangible assets purchased separately and those acquired through business combinations carried out prior to the adoption of the IFRS are initially measured at cost, whilst those acquired through business combinations completed after the date of transition to IFRS, are initially measured at fair value. Expenditure incurred after the initial acquisition is recorded as an increase in the cost of the intangible asset to the extent that the expenditure can generate future economic benefits.
Intangible assets having a finite useful life are amortized systematically over their useful lives and written down for impairment (see section 44.13). Amortization begins when an asset is available for use and ceases at the time of termination of the useful life or when an asset is classified as held for sale (or included in a disposal group classified as held for sale). Both the useful life and the amortization criterion are periodically reviewed and, where significant changes have occurred compared to the previously adopted assumptions, the amortization charge for the current year and subsequent ones is adjusted.
The periods of amortization are shown in the following table:
| Asset type | Years |
|---|---|
| Software | 3-10 |
| Licenses | 1-15 |
| Non-competition agreements | 5 |
| Customer lists | 10-20 |
| Trademarks and concessions | 3-15 |
| Other | 5-9 |
44.11. GOODWILL
Goodwill is recognized in the financial statements following business combinations and is initially recorded at cost, which is the excess of the cost of acquisition over the Group's share in the fair values of the assets, liabilities and contingent liabilities acquired.
Goodwill is classified as an intangible asset. As of the acquisition date, the goodwill acquired in a business combination is allocated to each of the acquirer's cash-generating units or groups of cashgenerating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are allocated to those units or groups of units.
44.12. TANGIBLE FIXED ASSETS
Tangible fixed assets are recorded at purchase or production cost, inclusive of ancillary costs that are directly attributable to the assets.
The carrying amount upon initial recognition of tangible fixed assets, or their significant elements (except for land), net of their residual value, is depreciated on a straight-line basis over their useful life and is written down for impairments (see section 44.13). Depreciation starts when the asset becomes available for use and ceases at the time of termination of the useful life or when it is classified as held for sale (or included as part of a disposal group classified as held for sale). The useful life and the depreciation rate, as well as the residual value, are periodically reviewed and, where significant changes have occurred compared to the previously adopted assumptions, the depreciation charge for the current year and subsequent ones is adjusted.
Maintenance costs that do not add value to an asset are charged to the income statement in the year in which they are incurred. Maintenance costs that add value to an asset are recorded with the fixed asset item to which they relate and are depreciated on the basis of the future remaining useful life of the asset.
Leasehold improvements, such as to premises, shops and branches held under operating leases, are capitalized and depreciated over the shorter of the term of the lease and the useful life of the tangible asset installed.
| Asset type | Years |
|---|---|
| Buildings, constructions and leasehold improvements | 5-25 |
| Plant and machinery | 5-16 |
| Industrial and commercial equipment | 4-10 |
| Motor vehicles | 3-9 |
| Computers and office machinery | 3-7 |
| Furniture and fittings | 3-10 |
| Other tangible fixed assets | 4-8 |
The periods of depreciation are shown in the following table:
44.13. IMPAIRMENT OF INTANGIBLE FIXED ASSETS, TANGIBLE FIXED ASSETS, INVESTMENTS IN ASSOCIATED COMPANIES AND GOODWILL
The Group checks the recoverable value of an asset whenever an impairment indicator exists and, for intangible fixed assets with an indefinite life, other tangible assets and goodwill, the assessment is carried out yearly. The recoverable amount is defined as the higher of the asset's fair value less costs to sell and its value in use.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Value in use is determined with reference to the present value of the estimated future cash flows that are expected to be generated by the continued use of an asset and its disposal at the end of its useful life, discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the specific risks associated with the asset. Where the value in use of a specific asset cannot be determined due to the fact that the asset does not generate independent cash flows, value in use is estimated with reference to the cash-generating unit to which the asset belongs.
With regard to goodwill, the impairment test is performed for the smallest cash-generating unit that the goodwill relates to and which is used by the Group to evaluate, either directly or indirectly, the return on the investment which includes the goodwill itself.
Impairment losses are recognized in the income statement when the carrying value of an asset is higher than its recoverable value. Except for goodwill, for which impairment losses cannot be reversed, when there is an indication that an impairment loss is no longer justified or may have decreased, the carrying value of the asset is adjusted to its recoverable value. The increased carrying value of an asset due to an impairment reversal cannot, however, exceed the carrying value that the asset would have had (net of the write-down or depreciation) if the impairment had not been recognized in previous years. The reversal is immediately recognized in the income statement.
44.14. LEASES
When a contract is signed the Group assesses whether a contract is or contains a lease, namely if the contract conveys the right to use an asset for a period of time in exchange for consideration.
Accounting policies applicable to the Group as a lessee
The Group uses a single model to recognize and measure all leases, with the exception of short-term leases and leases for low value assets. The Group recognizes the lease liabilities and the right-of-use asset, namely the right to use the lease's underlying asset.
Right-of-use assets
The Group recognizes the right-of-use assets as of the commencement date of the lease (namely the date on which use of the underlying asset is conveyed). The right-of-use assets are valued at cost, net of any accumulated depreciation and impairment losses, adjusted to reflect any restated lease liabilities. The costs for the right-of-use assets include the lease liabilities recognized, the initial direct costs incurred and the lease payments made as of the commencement date or before the commencement date net of any incentives received.
The right-of-use assets are amortized on a straight-line basis from the commencement date to the end of their useful life consistent with the right granted or, if before, the end of the lease term.
The right-of-use assets are subject to impairment testing. Please refer to section 44.13. Loss of value of non-financial assets.
Lease liabilities
At the commencement date of the lease, the Group recognizes a lease liability equal to the payments that must be made in the future under the lease. The payments owed include fixed lease payments less any lease incentives, variable lease payments linked to an index or a rate, and the guaranteed residual amount due. The lease payments also include the exercise price of a purchase price if it is
reasonably certain that the option will be exercised by the Group and any penalties for terminating the lease contemplated in the lease if the duration of the lease takes into account the exercise by the Group of the option to terminate the lease itself.
Variable lease payments that are not linked to an index or a rate are recognized as a cost in the period in which the event or the condition triggering the payment occurred.
When calculating the present value of payments owed, the Group uses the marginal borrowing rate at the commencement date if the implied borrowing rate is not easily determined. After the commencement date the amount of the lease liabilities will be increased in order to reflect interest owed and decreased to reflect payments made. The book value of the lease liabilities will also be restated if any changes are made to the lease terms or payment terms; it will also be restated if the value of the purchase option on the underlying asset is changed or if any changes in the index or rate used to determine future payments occur.
Concessions deriving from the effects of Covid-19
The Group applies the practical expedient that allows the lessee to disregard any concessions on the payment of rents received from 1 January 2020 and resulting from the effects of Covid-19 as a modification of the original contract changes. Therefore, the aforementioned concessions are accounted for as positive variable fees without going through a contractual amendment. This exemption applies when the following conditions are met:
• the granting of payments is a direct consequence of the Covid-19 pandemic and the reduction in payments refers only to those originally due until June 2021;
- the change in payments has left unchanged, with respect to the original conditions, the same amount to be paid, or has reduced the amount;
- there are no substantial changes to other contractual terms or conditions of the lease.
Short-term leases and low value assets
The Group applies the exemption relative to leases for low value assets like, for example PCs, printers, electronic equipment and short-term leases, namely leases with a term of less than 12 months without purchase options, with the exception of the assets classed as "stores". The rent payable under short-term leases and leases for low value assets are recognized as costs on a straight-line basis over the lease term.
The Group as lessor
Leases which leave all the risks and benefits associated with ownership of the asset are classified as operating leases. Lease income stemming for the operating lease must be recognized on a straight-line basis over the lease term and recognized as revenue in the income statement. The initial negotiation costs are added to the book value of the leased asset and are recognized on a straight-line basis over the lease term. Unplanned leases are recognized as revenue in the period in which they mature.
Subleases
The Group, as an intermediate lessor in a subleasing contract, classifies a sublease as a finance or operating lease as follows:
a) If the head lease is accounted for as a short-term lease, for which the Group has made use of the practical expedient, the sublease is classified as an operating lease;
b) otherwise, the sublease is classified by reference to the right-of-use asset arising from the head lease, rather than by reference to the underlying asset (for example, property unit, leased plants or machinery).
More in detail, if the sub-lease is classified as an operating lease, the head lessor continues to recognize the lease liabilities and the right-of-use assets in the head lease like any other lease. If the net book value of the right-of-use asset in the head lease exceeds the income expected from the sub-lease, this might indicate that there has been a loss in the value of the right-to-use asset in the head lease. The loss in value of a right-of-use asset is measured in accordance with IAS 36.
If the sub-lease is classified as a finance lease, the head lessor eliminates the right-of-use asset from the head lease as of the commencement date of the sub-lease and continues to recognize the original lease liability as per the lessee's accounting model.
44.15. FINANCIAL ASSETS AND LIABILITIES
44.15.1 Financial assets (excluding derivatives)
The Group's financial assets are classified based on the business model used to manage them and the nature of the relative cash flows.
a) Financial assets valued at amortized cost
Financial assets that meet the following requirements are classified in this category:
(i) assets held as part of a business model where the objective of the entity's business model is collecting contractual cash flows; and
(ii) the cash flows contemplated under the contract refer solely to payments of principal and interest on the amount of principal to be repaid.
These are mainly trade receivables, loans and other receivables.
The trade receivables without a significant financing component are recognized at the price of the relative transaction (determined in accordance with IFRS 15 Revenue from contracts with customers).
The other receivables and loans are recognized in the financial statements at fair value plus any ancillary costs attributable directly to the transactions that generated them.
After initial recognition, the effective interest rate applied to financial assets measured at amortized cost, with the exception of receivables without a significant financing component, is used to determine interest income which is recognized in profit or loss. The effects of this measurement are recognized among the financial components of income.
With reference to the impairment model, the Group evaluates the receivables by adopting an expected loss logic.
The Group used a simplified approach to measure trade receivables which does not call for periodic adjustments of the credit risk nor of the expected credit loss ("ECL") calculated over the life of the receivable ("lifetime ECL").
More in detail, the policy implemented by the Group calls for the stratification of trade receivables broken down into similar risk categories. Different percentages of impairment are applied to these categories based on the expected level of recoverability which refer to historical percentages and any forward-looking elements that could affect recoverability. The trade receivables are written off entirely if there is not a reasonable expectation of recoverability (i.e. past due above a certain level, bankruptcy and/or legal proceedings).
The Group uses a general approach for the measurement of the long-term financial receivables relating to the loans granted by American subsidiaries to franchisees and members of the Elite network in order support investment and development in the United States which requires the checking of any increase in the credit risk at the end of each reporting period.
Impairment recognized pursuant to IFRS 9 is presented in the income statement, net of any positive effects stemming from releases or reversals, as operating costs.
b) Financial assets at fair value recognized through the comprehensive income statement ("FVOCI")
Financial assets that meet the following requirements are classified in this category:
- (i) assets held as part of a business model where the objective of the entity's business model is collecting contractual cash flows and selling the assets; and
- (ii) the cash flows contemplated under the contract refer solely to payments of principal and interest on the amount of principal to be repaid.
These include trade receivables that the Group sometimes used in factoring without recourse transactions.
These assets are initially recognized in the financial statements at their fair value plus any ancillary costs directly attributable to the transactions generating them. After initial recognition, the measurement is updated and any changes in fair value are recognized in the comprehensive income statement.
The impairment model used is describe in a) above.
c) Financial assets at fair value recognized through the consolidated income statement ("FVPL")
Financial assets which are not classified in the other categories (i.e. residual category). These are mainly derivatives.
Assets belonging to this category are initially recognized at fair value.
The ancillary costs incurred when the asset is recognized are immediately recognized in the consolidated income statement. After initial recognition, the FVPL are measured at fair value.
The gains and losses stemming from changes in fair value are recognized in the consolidated income statement for the reporting period under "Gains (losses) from assets measured at fair value".
The purchases and disposals of financial assets are accounted for on the settlement date.
Financial assets are derecognized from the financial statements when the related contractual rights expire, or when the Group transfers all the risks and rewards of ownership associated with the financial asset.
44.15.2. Financial liabilities (excluding derivatives)
Financial liabilities include financial payables, lease obligations and trade payables. Amounts payable to banks and other lenders are initially recognized at fair value less any directly attributable transaction costs and subsequently valued at amortized cost based on the effective interest rate. If there is a change in the forecast cash flow the value of the liabilities is recalculated in order to reflect this change based on the present value of the new future cash flows and the internal rate of return initially determined.
Whenever legal rights to compensation arise, the Group decides whether or not to show cash and
cash equivalents net of bank overdrafts.
Trade payables are obligations to pay for goods and services acquired from suppliers as part of general business operations. The amounts owed suppliers are classified as current liabilities if the payment will be made within a year of the relative reporting period. Conversely, these payables are classified as non-current liabilities.
The trade and other payables are initially measured at fair value and subsequently using the amortized cost method.
When a financial liability is hedged against interest rate risk in a fair value hedge, any changes in fair value due to the hedged risk are not included in the amortized cost calculation. These changes are amortized starting from the moment fair value hedge accounting is discontinued.
With regard to lease liabilities, please refer to section 44.14. Leases.
Financial liabilities are derecognized when the underlying obligation is extinguished, cancelled or fulfilled.
Contractual amendments relating to financial liabilities are assessed from a qualitative and quantitative point of view (using the 10% test) to determine whether they are of a substantial nature and therefore require a derecognition of the original debt In the event of non-substantial amendments, the Group recognizes the impact of those changes in the income statement.
In the case of put and call granted to minority shareholders and which guarantee them the settlement in cash in exchange for available liquidity or other financial assets, the Group, in accordance with IAS 32, records a financial liability equal to the best estimate of the exercise price of the option. This liability is subsequently remeasured at each closing date. Based on the Group's accounting policy any change in the value of the liability is recognized in net equity.
44.15.3. Derivative financial instruments
As of 1 January 2019 the Amplifon Group opted to apply the provisions of IFRS 9 relating to hedge accounting, rather than the provisions of IAS 39 used in the past.
The Group enters into derivative financial instruments for the purpose of neutralizing the financial risks it is exposed to and which it decides to hedge in accordance with its adopted strategy (see section 41).
The documentation which formalizes the hedging relationship for the purpose of the application of hedge accounting includes the identification of:
- the hedging instrument;
- the hedged item or transaction;
- the nature of the risk;
- the methods that the company intends to adopt to assess the effectiveness of the hedge in offsetting the exposure to changes in the fair value of the hedged item or the cash flows associated with the risk that is hedged against.
On initial recognition these instruments are measured at fair value. On subsequent reporting dates the fair value of derivatives must be re-measured and:
- (i) if these instruments fail to qualify for hedge accounting, any changes in fair value that occur after initial recognition are taken to profit and loss;
- (ii) if these instruments qualify as fair value hedges, from that date any changes in the fair value of
the derivative are taken to profit and loss; at the same time, any fair value changes due to the hedged risk are recorded as an adjustment to the book value of the hedged item and the same amount is recorded in the income statement; any ineffectiveness of the hedge is recognized in profit and loss in an item separate from that in which changes in the fair value of the hedging instrument and the hedged item are recognized;
- (iii) if these instruments qualify as cash flow hedges, starting from that date, any changes in the fair value of the derivative are recognized in net equity, but only to the extent of the effective amount of the hedge, with the amount of any hedge ineffectiveness being recognized in the income statement; changes in the fair value of the derivative that are recognized in net equity are subsequently transferred to the income statement in the period in which the transaction that is hedged against affects the income statement; when the hedged item is the purchase of a non-financial asset, changes to the fair value of the derivative taken to equity are reclassified and adjusted according to the purchase cost of the asset which is the hedged item (referred to as basis adjustment);
- (iv) if these instruments qualify as hedges of net investment of a foreign operation, starting from that date any changes in the fair value of the derivative are adjusted as part of the "translation difference", to the extent of the effective amount of the hedge and the ineffective portion is charged to the income statement;
- (v) hedging is carried out by the designated instrument, considered as a whole. In the case of options or forward contracts, however, only part of the derivative instrument is designated as the hedging instrument; the remainder is recognized in the income statement. More specifically, in the case of options, only the changes in fair value due to changes in the intrinsic value are designated as a hedging instrument; conversely, fair value changes of options due to changes in the time value are recognized in the income statement and are not considered in the assessment of the hedge effectiveness. In the case of forward contracts, only changes in fair value due to changes in the spot rate are designated as a hedging instrument; conversely fair value changes due to changes in the forward points are recognized in the income statement and are not considered in the assessment of the hedge effectiveness.
If the hedge becomes ineffective or the Group changes its hedging strategies, hedge accounting is discontinued. In particular, hedge accounting is discontinued prospectively when the hedge becomes ineffective or when there is a change in the hedging strategies.
If, in a fair value hedge, the hedged item is a financial instrument measured using the effective interest rate method, the adjustments made to the book value of the hedged item are amortized starting from the date when fair value hedge accounting is discontinued and the hedged item is no longer adjusted for fair value changes attributable to the hedged risk.
Financial instruments hedging exchange rate risk due to forecasted transactions and firm commitments are represented on the statement of financial position according to the cash-flow hedge accounting model.
Derivatives are recognized as assets if their fair value is positive and as liabilities if their fair value is negative. These balances are shown under current assets or liabilities if related to derivatives which do not qualify for hedge accounting criteria, conversely, they are classified according to the hedged item.
In particular, if the hedged item is classified as a current asset or liability, the positive or negative fair value of the hedging instrument is included under current assets or liabilities; if the hedged item is classified as a non-current asset or liability, the positive or negative fair value of the hedging instrument is included under non-current assets or liabilities.
44.16. INVENTORIES
Inventories are valued at the lower of purchase or production cost and their net realizable value, represented by their open market value. Inventories are valued using the weighted average cost method.
44.17. CASH AND CASH EQUIVALENTS AND FINANCIAL ASSETS
The item cash and cash equivalents comprise liquid funds and financial investments with a maturity, at the acquisition date, of less than three months and for which there is an insignificant risk of a change in value. These financial assets are recorded at their nominal value.
44.18. PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges relate to costs and charges of a specific nature which are certain or probable and whose amount or timing is uncertain at the reporting date.
Provisions are recognized if the following conditions apply: (i) the Group has a present obligation (legal or constructive) that has arisen as a result of a past event; (ii) it is probable that the fulfilment of the obligation will require the use of resources which produce economic benefits; (iii) the amount can be estimated reliably.
The amount recognized as a provision in the financial statements represents the best estimate of the expenditure required by the company to settle the obligation at the reporting date or to transfer it to a third party.
The amount recognized as a provision in the financial statements represents the best estimate of the expenditure required by the company to settle the obligation at the reporting date or to transfer it to a third party.
Specifically:
- the agents' leaving indemnity includes the estimate of amounts due to agents, calculated using actuarial methods and having regard to the probability that such amounts will be paid, as well as the expectations as to the time of payment;
- the warranty and repair provision includes the estimate of costs for warranty services to be provided on products sold, calculated on the basis of historical/statistical data and the warranty period;
- the provision for risks arising from legal disputes includes the estimate of charges relating to legal disputes with employees or agents or associated with the provision of services.
44.19. EMPLOYEES' BENEFITS
Post-employment benefits are defined on the basis of pension plans, even if not formalized, which due to their characteristics can be classified as either defined-contribution or defined-benefit plans.
Under a defined-contribution plan the company's obligation is limited to the payment of the contributions agreed with the employees and it is determined on the basis of the contributions due at the end of the period, as reduced by any amounts already paid.
Under defined-benefit plans the liability recorded in the books is equal to: (a) the present value of the defined-benefit obligation at the reporting date; (b) plus any actuarial gains (minus any actuarial
losses); (c) less any past service costs that have not yet been recorded; (d) less the fair value at the reporting date of plan assets (if any) out of which the obligations are to be settled directly.
Under defined-benefit plans, the cost charged to the income statement is equal to the algebraic sum of the following elements: (a) current service cost; (b) the financial charges arising from the increase in liability due to the passage of time; (c) the expected return on plan assets; (d) past service cost; (e) the effect of any curtailments or settlements under the plan.
Actuarial gains and losses are recognized in other comprehensive income.
Net financial charges on defined-benefit plans are recognized in profit or loss under financial income and charges.
44.20. STOCK GRANTS
The Group grants the right to participate in share capital plans (stock grants) to certain top executives and other beneficiaries who hold key positions within the Group. Stock grants are equity settled, and the beneficiary receives a free allotment of shares in Amplifon S.p.A. at the end of the vesting period.
The relative fair value is recognized in the income statement under personnel expenses over the period from the date they are granted to the vesting date and a corresponding amount is recorded in a net equity reserve. The fair value of stock grants is determined at the date they are granted, taking account of the market conditions at that date.
At each reporting date, the Group reviews the assumptions about the number of rights which are expected to be exercised and records the effect of any change in estimate in the income statement adjusting the corresponding net equity reserve.
In case of free stock allotment (i.e. "stock grant"), the corresponding increase in net equity is recognized at the end of the vesting period.
44.21. REVENUES
Revenues from contracts with clients
The revenues from contracts with customers are recognized in accordance with IFRS 15.
Based on the five-step model introduced in IFRS 15, the Group records revenue after having identified the contracts with its customer and the relative performance obligations (transfer of control of goods and/or services), determined the consideration to which it is entitled upon satisfaction of each of the obligations, as well as the way these obligations will be satisfied (at a point in time or over time).
The Group will recognize revenue once the criteria for the identification of the contract with the customer are satisfied, the parties are involved in fulfilling the respective obligations and it is probable that the Group will receive the consideration to which it is entitled in exchange for the goods and services transferred to the customer.
The main performance obligations identified by the Amplifon Group involve: the hearing aid and fitting, which represent a single inseparable performance obligation, after sales care, extended warranties which are above and beyond normal supplier warranties, the material rights (discounts on future purchases and loyalty points) and accessories (batteries, cleaning kits) provided to the customer.
The goods and services may be sold separately or bundled.
The transaction price, which represents the amount the entity expects to receive from the customer for the goods and services provided, is allocated based on the stand-alone selling prices of the relative performance obligations.
The stand-alone selling price is determined based on observable prices when available, while for goods and services not sold separately (for example after sales services) and when observable market prices are not available the cost plus a margin method is used.
Any commercial discounts are allocated to the different performance obligations that make up the bundle sold to the customer, with the exception of after sales services in proportion to the weight of the relative stand-alone selling price.
Revenues are recognized when control of the goods and services has been transferred to the customer and performance obligations have been satisfied. This can happen at a point in time or over time.
Revenues realized over time, represented typically by after sales services, extended warranties, and accessories supplied over time, are recognized based on the level to which the different contractual performance obligations have been satisfied. More in detail, transfer over time is measured based on the input method, namely taking into account the work done (inputs) by the Group to fulfill each performance obligation.
The up-front fee paid by franchisees is considered a revenue stream generated over time and is recognized over the life of the franchising agreement.
Revenues realized at a point in time refer to the transfer of goods and services that the customer receives and consumes at the same time.
These are generally attributable to the sale of hearing aids and relative fitting, accessories and a few services that are sold separately. In these situations, revenue is recorded when control of the good of service is transferred to the customer.
The performance obligation to transfer control of the goods and services over time is recognized under "Contractual liabilities".
The Group incurs costs to acquire and fulfill contracts over time. These costs, which typically include commissions and bonuses paid to employees and agents for each sale made that will be recovered through the revenues generated by the contract, are capitalized as contract costs and amortized based on the progress made in transferring the goods and services to the customer over time.
The contract costs are recognized as assets in a specific line of the financial statement (Short-term and long-term deferred assets arising from contract costs).
Public contributions
Public contributions received are presented as a reduction of the reference cost item or are shown among other revenues/income when not directly attributable to a specific cost item, taking into account the nature of the contribution itself. They have acquired greater importance following the Covid-19 emergency, considering that the Group has enjoyed contributions and concessions from the various government authorities (as well as concessions relating to the lease contracts described in paragraph 44.14), such as contributions on the cost of work and contributions to support the business.
44.22. DIVIDENDS
The dividends are recognized as profit (loss) for the year only when:
- a) the entity's right to receive a dividend arises;
- b) it's likely that the economic benefits stemming from the dividend will flow to the entity; and
- c) the amount of the dividend can be reliably measured.
44.23. CURRENT AND DEFERRED INCOME TAXES
Current income tax payables and receivables are recorded at the amount that is expected to be paid to/received from the tax authorities at the rates enacted or substantially enacted, and the laws in force at the reporting date.
Deferred tax assets and liabilities are recognized on temporary differences between the value of assets and liabilities in the financial statements and the corresponding tax bases.
Deferred income taxes are not recognized: (i) when they derive from the initial recognition of goodwill or of an asset or liability in a transaction other than a business combination and which, at the time of the transaction, does not affect either the accounting profit or the taxable profit /loss; (ii) when they relate to temporary differences related to investments in subsidiaries and joint ventures, where the reversal of temporary differences may be controlled and it is probable that it will not occur in the foreseeable future.
Deferred tax assets, including those arising from unused tax losses and tax credits, are recorded only to the extent their recovery is highly probable.
Deferred tax assets are not discounted to present value and are calculated using the tax rates that are expected to apply when the taxes are paid or settled in the respective countries where the Group operates.
Deferred tax assets and liabilities are debited or credited directly to net equity if they relate to elements which are recognized directly in net equity. Deferred tax assets and liabilities are recorded respectively under non-current assets and liabilities and are offset only when a legally enforceable right to offset current tax assets against current tax liabilities exists and this will result in a lower tax charge. Moreover, when there is a legally enforceable right of set-off, deferred tax assets and deferred tax liabilities are offset only if at the time of their reversal they will not generate any current tax asset or liability.
When an asset is revalued for tax purposes and the revaluation does not relate to an accounting revaluation of an earlier period, or to one that is expected to be carried out in a future period, deferred tax assets are recognized in the income statement on the temporary difference arising as a result of the revaluation.
The current and deferred tax assets and liabilities must be recognized and measured in accordance with IAS 12 namely based on the taxable income (losses), the amounts for tax purposes, unused tax losses, unused tax credits, and tax rates determined based on IFRIC 23.
In the presence of uncertainties in the application of tax legislation, in accordance with IFRS 23 interpretation, the Group:
(i) in cases where it deems probable that the tax authority will accept the uncertain tax treatment, it determines the income taxes (current and/or deferred) to be recognized in the financial statements according to the tax treatment applied or which it plans to apply at the time of tax declaration;
- (ii) in cases where it deems unlikely that the tax authority will accept the uncertain tax treatment, it reflects such uncertainty in the determination of income taxes (current and/or deferred) to be recognized in the financial statements;
- (iii) the uncertain tax asset/liability are to be represented in the items that include the assets and liabilities for income taxes and not in other balance sheet items.
44.24. VALUE ADDED TAX
Revenues, costs and assets are recognized net of valued added tax (VAT), except where VAT applied to the purchase of goods or services is non-deductible, in which case it is recognized as part of the purchase cost of the asset or as part of the expense recorded in the income statement.
The net amount of indirect tax on sales which may be recovered from/paid to the Tax Authorities is included in the financial statements under other receivables or payables, depending on whether it is a debit or a credit balance.
44.25. SHARE CAPITAL, TREASURY SHARES, DIVIDEND DISTRIBUTION AND OTHER NET EQUITY ITEMS
Ordinary shares issued by the parent company Amplifon S.p.A. are classified as part of net equity. Any costs incurred to issue new shares, are classified as a reduction of net equity.
Purchases and disposals of treasury shares, as well as any gains or losses on purchase/disposal, are recognized in the financial statements as changes in net equity. Dividends distributed to the shareholders are recorded as a reduction in net equity and as a liability of the period when the dividend payment is approved by the Shareholders' Meeting.
44.26. EARNINGS (LOSS) PER SHARE
Earnings per share is determined by comparing the Group's net profit to the weighted-average number of shares outstanding during the accounting period. For the calculation of diluted earnings per share, the weighted average number of shares outstanding is adjusted assuming the conversion of all potential shares with a dilutive effect.
44.27. ACCOUNTING STANDARDS FOR HYPERINFLATIONARY COUNTRIES
The Group companies operating in hyperinflationary countries (Argentina) restate non-monetary assets and liabilities found in their original financial statements in order to eliminate any distortions due to the currency's loss of purchasing power. The inflation rate used in this instance corresponds with the consumer price index.
The companies operating in countries in which the cumulative three-year rate of inflation is close to or exceeds 100% use the hyperinflationary accounting measures and cease to do so when the cumulative three-year rate of inflation falls below 100%.
The gains or losses on the net monetary position are recorded in the income statement.
The financial statements drafted in currencies other than the euro by Group companies operating in hyperinflationary countries are converted into euros based on the exchange rate at the end of the reporting period both for balance sheet items and for economic ones.
45. SUBSEQUENT EVENTS
On 3 March 2021 the Board of Directors definitively approved the project to redefine Amplifon S.p.A.'s corporate structure consistent with the changes in the Group's organizational structure and multinational identity. This transaction will be done through the contribution in kind of the operations pertaining to the country Italy branch as consideration for the capital increase reserved for Amplifon, which will be resolved upon by Amplifon Italia S.r.l., a wholly-owned subsidiary of Amplifon S.p.A. Once the transaction is finalized, Amplifon S.p.A. will be responsible for the definition and development of the strategic direction and coordination of the entire group, while Amplifon Italia will be responsible for the operations of country Italy.
In order to implement the Transaction, (i) the shareholders of Amplifon Italia will resolve on a divisible share capital increase for cash, with a share premium, for a maximum of up to EUR 25 million, and (ii) at the same time, Amplifon and Amplifon Italia will sign a deed of transfer which will contain the exact definition of the goods to be transferred, as well as a list of all the assets and liabilities pertaining to the business being transferred. The same shareholders' meeting of Amplifon Italia will also resolve on the transformation into a joint stock company effective as of the day of the transfer, as well as the appointment of, effective as of the same date, the Board of Directors, the Board of Statutory Auditors and the external auditors.
Amplifon's Board of Directors has decided to not proceed, at the moment, with the contribution in kind of the business branch pertaining to the support, operational coordination and service activities currently carried out by Amplifon for the Group.
Currently these transactions are expected to be finalized in the first half of 2021.
With a view to providing comprehensive information about the Transaction, even though Amplifon exercised the right to waive the mandatory publication of a prospectus for acquisitions and disposals pursuant to Art. 71 of CONSOB Regulation no. 11971of May 14th, 1991 (as subsequently amended, the "Regulations for Issuers"), a Transaction prospectus, voluntarily prepared, will be made available to the public within the timeframe indicated in Art. 71 of the Regulations for Issuers.
The Group's external growth continued in the first months of 2021 with the acquisition of 98 stores in Italy, Germany, France and Israel.
The exercise of Performance Stock Grants continued in the year and a total of 50,950 treasury shares were transferred to the beneficiaries.
As at the date of this report, the Company has a total of 1,551,696 treasury shares or 0.685% of the share capital.
The current developments in the Covid-19 pandemic and the spread of new variants, as well as the uncertainty as to the timing of vaccination rollouts in the various countries, limit the visibility for the next few months and require that the Group continue to exercise a certain level of caution. Despite the restrictive measures in place in different countries and the retail hearing care market, which is still slightly negative, Amplifon's performance has been solid in the first part of 2021, compared to the same period of the prior year, which suggests that the first quarter will close higher than in the previous year, thanks also to a more favorable comparison base.
Milan, March 03rd, 2021
CEO Enrico Vita
ANNEX I
CONSOLIDATION AREA
As required by articles § 38 and 39 of Law 127/91 and article § 126 of Consob's resolution 11971 dated 14 May 1999, as amended by resolution 12475 dated 6 April 2000, the following is the list of companies included in the consolidation area of Amplifon S.p.A. at 31 December 2020.
PARENT COMPANY:
| Company name | Head office | Currency | Share capital |
|---|---|---|---|
| Amplifon S.p.A. | Milan (Italy) | EUR | 4,527,772 |
SUBSIDIARIES CONSOLIDATED USING THE LINE-BY-LINE METHOD:
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital | % held as at 12/31/2020 |
|---|---|---|---|---|---|
| Amplifon Rete | Milan (Italy) | D | EUR | 13,750 | 4.35% |
| Otohub S.r.l. | Naples (Italy) | D | EUR | 28,571 | 100.0% |
| Amplifon France SAS | Arcueil (France) | D | EUR | 98,550,898 | 100.0% |
| SCI Eliot Leslie | Lyon (France) | I | EUR | 610 | 100.0% |
| Conversons Paris 19 Sarl | Paris (France) | I | EUR | 1,000 | 100.0% |
| Amplifon France Holding | Arcueil (France) | D | EUR | 1 | 100.0% |
| Laboratoire d'Audiologie Eric Hans SAS | Belfort (France) | I | EUR | 380,000 | 100.0% |
| Audition Paca SAS | Thionville (France) | I | EUR | 5,000 | 100.0% |
| Acovoux SAS | Paris (France) | I | EUR | 50,000 | 100.0% |
| Audition-Assas.com Sarl | Paris (France) | I | EUR | 201,000 | 100.0% |
| N France SAS | Mulhouse (France) | I | EUR | 30,000 | 100.0% |
| Audiness SAS | Mulhouse (France) | I | EUR | 30,000 | 100.0% |
| T.S.P SAS | Nantes (France) | I | EUR | 20,000 | 100.0% |
| OA1 Sarl | Nantes (France) | I | EUR | 3,000 | 100.0% |
| OA2 Eurl | Carquefou (France) | I | EUR | 3,000 | 100.0% |
| OA3 Eurl | Orvault (France) | I | EUR | 3,000 | 100.0% |
| Amplifon Iberica SA | Zaragoza (Spain) | D | EUR | 26,578,809 | 100.0% |
| Microson S.A. | Barcelona (Spain) | D | EUR | 61,752 | 100.0% |
| Amplifon LATAM Holding S.L. | Barcelona (Spain) | I | EUR | 3,000 | 100.0% |
| Entzumena SLU | Barcelona (Spain) | I | EUR | 128,628 | 100.0% |
| Auditiva 2014 S.A. | Andorra la Vella (Andorra) | I | EUR | 3,000 | 100.0% |
| Amplifon Portugal SA | Lisbon (Portugal) | I | EUR | 15,520,187 | 100.0% |
| Amplifon Magyarország Kft | Budapest (Hungary) | D | HUF | 3,500,000 | 100.0% |
| Amplibus Magyarország Kft | Budaörs (Hungary) | I | HUF | 3,000,000 | 100.0% |
| Amplifon AG | Baar (Switzerland) | D | CHF | 1,000,000 | 100.0% |
| Amplifon Nederland BV | Doesburg (The Nedtherlands) | D | EUR | 74,212,052 | 100.0% |
| E-MARKET |
|---|
| CERTIFIED |
| CONSOLIDATED FINANCIAL STATEMENTS |
|---|
| REPORT ON OPERATIONS • |
| TOMORROW • |
| TODAY • |
| YESTERDAY - WE ARE DRIVEN BY AN IDEA • |
| Company name | Head of fice |
Direct/Indirect ownership |
Currency | Share Capital | % held as at 12/31/2020 |
|---|---|---|---|---|---|
| Auditech BV | Doesburg (The Nedtherlands) | I | EUR | 22,500 | 100.0% |
| Electro Medical Instruments BV | Doesburg (The Nedtherlands) | I | EUR | 16,650 | 100.0% |
| Beter Horen BV | Doesburg (The Nedtherlands) | I | EUR | 18,000 | 100.0% |
| Amplifon Customer Care Service BV | Elst (The Nedtherlands) | I | EUR | 18,000 | 100.0% |
| Amplifon Belgium NV | Bruxelles (Belgium) | D | EUR | 495,800 | 100.0% |
| Amplifon Luxemburg Sarl | Luxembourg (Luxembourg) | I | EUR | 50,000 | 100.0% |
| Amplifon RE SA | Luxembourg (Luxembourg) | D | EUR | 3,700,000 | 100.0% |
| Amplifon Deutschland GmbH | Hamburg (Germany) | D | EUR | 6,026,000 | 100.0% |
| Focus Hören AG | Willroth (Germany) | I | EUR | 485,555 | 100.0% |
| Focus Hören Deutschland GmbH | Willroth (Germany) | I | EUR | 25,000 | 100.0% |
| Amplifon Poland Sp. z o.o. | Lodz (Poland) | D | PLN | 3,345,460 | 100.0% |
| Amplifon UK Ltd | Manchester (United Kingdom) | D | GBP | 130,951,168 | 100.0% |
| Amplifon Ltd | Manchester (United Kingdom) | I | GBP | 1,800,000 | 100.0% |
| Ultra Finance Ltd | Manchester (United Kingdom) | I | GBP | 75 | 100.0% |
| Amplifon Ireland Ltd | Wexford (Ireland) | I | EUR | 1,000 | 100.0% |
| Amplifon Cell | Ta' Xbiex (Malta) | D | EUR | 1,000,125 | 100.0% |
| Medtechnica Ortophone Ltd (*) | Tel Aviv (Israel) | D | ILS | 1,100 | 80.0% |
| Amplifon Middle East SAE | Cairo (Egypt) | D | EGP | 3,000,000 | 51.0% |
| Miracle Ear Inc. | St. Paul (USA) | I | USD | 5 | 100.0% |
| Elite Hearing, LLC | Minneapolis (USA) | I | USD | 1,000 | 100.0% |
| Amplifon USA Inc. | Dover (USA) | D | USD | 52,500,010 | 100.0% |
| Amplifon Hearing Health Care, Inc. | St. Paul (USA) | I | USD | 10 | 100.0% |
| Ampifon IPA, LLC | New York (USA) | I | USD | - | 100.0% |
| ME Pivot Holdings LLC | Minneapolis (USA) | I | USD | 2,000,000 | 100.0% |
| ME Flagship LLC | Wilmington (USA) | I | USD | - | 100.0% |
| METX LLC | Waco (USA) | I | USD | 28,761,040 | 100.0% |
| METAMPA LLC | Waco (USA) | I | USD | 13,884,640 | 100.0% |
| MEFL LLC | Waco (USA) | I | USD | 5,454,680 | 100.0% |
| MENM LLC | Waco (USA) | I | USD | 1,487,640 | 100.0% |
| Miracle Ear Canada Ltd. | Vancouver (Canada) | I | CAD | 67,801,200 | 100.0% |
| Amplifon South America Holding LTDA | São Paulo (Brasil) | D | BRL | 3,636,348 | 100.0% |
| GAES S.A. | Santiago de Chile (Chile) | D | CLP | 1,901,686,034 | 100.0% |
| GAES Servicios Corporativo de Latinoamerica Spa |
Santiago de Chile (Chile) | I | CLP | 10,000,000 | 100.0% |
| Audiosonic Chile S.A. | Santiago de Chile (Chile) | I | CLP | 1,000,000 | 100.0% |
| GAES S.A. | Buenos Aires (Argentina) | I | ARS | 120,542,331 | 100.0% |
| GAES Colombia SAS | Bogotà (Colombia) | I | COP | 21,803,953,043 | 100.0% |
| Soluciones Audiologicas de Colombia SAS |
Bogotà (Colombia) | I | COP | 45,000,000 | 100.0% |
| Audiovital S.A. | Quito (Ecuador) | I | USD | 430,337 | 100.0% |
| Centros Auditivos GAES Mexico sa de cv | Ciudad de México (Mexico) | I | MXN | 164,838,568 | 100.0% |
| E-MARKET SDIR |
|---|
| CERTIFIED |
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital | % held as at 12/31/2020 |
|---|---|---|---|---|---|
| Compañía de Audiologia y Servicios Medicos sa de cv |
Aguascalientes (Mexico) | I | MXN | 43,306,212 | 66.4% |
| GAES Panama S.A. | Panama (Panama) | I | PAB | 510,000 | 100.0% |
| Amplifon Australia Holding Pty Ltd | Sydney (Australia) | D | AUD | 392,000,000 | 100.0% |
| National Hearing Centres Pty Ltd | Sydney (Australia) | I | AUD | 100 | 100.0% |
| National Hearing Centres Unit Trust | Sydney (Australia) | I | AUD | - | 100.0% |
| Attune Hearing Pty Ltd | Brisbane (Australia) | D | AUD | 14,771,093 | 100.0% |
| Attune Workplace Hearing Pty Ltd | Brisbane (Australia) | I | AUD | 1 | 100.0% |
| Ear Deals Pty Ltd | Brisbane (Australia) | I | AUD | 300,000 | 100.0% |
| Otohub Unit Trust (in liquidation) | Brisbane (Australia) | D | AUD | - | 100.0% |
| Otohub Australasia Pty Ltd | Brisbane (Australia) | D | AUD | 10 | 100.0% |
| Amplifon Asia Pacific Pte Limited | Singapore (Singapore) | I | SGD | 1,000,000 | 100.0% |
| Amplifon NZ Ltd | Takapuna (New Zealand) | I | NZD | 130,411,317 | 100.0% |
| Bay Audiology Ltd | Takapuna (New Zealand) | I | NZD | - | 100.0% |
| Dilworth Hearing Ltd | Auckland (New Zealand) | I | NZD | - | 100.0% |
| Amplifon India Pvt Ltd | Gurgaon (India) | I | INR | 1,400,000,000 | 100.0% |
| Beijing Amplifon Hearing Technology Center Co. Ltd (**) |
Gurgaon (India) | D | CNY | 2,143,685 | 100.0% |
| Tianjin Amplifon Hearing Technology Co. Ltd (**) |
B ijïng (China) | I | CNY | 3,500,000 | 100.0% |
| Shijiazhuang Amplifon Hearing Technology Co. Ltd (**) |
Tianjin (China) | I | CNY | 100,000 | 100.0% |
(*) Medtechnica Ortophone Ltd, despite being 80% owned by Amplifon, is consolidated at 100% without exposure of non-controlling interests due to the put-call option exercisable from 2019 and related to the purchase of the remaining 20%.
(**) Beijing Amplifon Hearing Technology Center Co. Ltd and its subsidiaries (Tianjin Amplifon Hearing Technology Co. Ltd and Shijiazhuang Amplifon Hearing Technology Co. Ltd), despite being 51% owned by Amplifon, are consolidated at 100% without exposure of non-controlling interests due to the put-call option exercisable from 2022 and related to the purchase of the remaining 49%.
COMPANIES VALUED USING THE EQUITY METHOD:
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at 12/31/2020 |
|---|---|---|---|---|---|
| Comfoor BV (*) | Doesburg (The Nedtherlands) | I | EUR | 18,000 | 50.0% |
| Comfoor GmbH (*) | Emmerich am Rhein (Germany) |
I | EUR | 25,000 | 50.0% |
| Ruti Levinson Institute Ltd (**) | Ramat HaSharon (Israel) | I | ILS | 105 | 16.0% |
| Afik - Test Diagnosis & Hearing Aids Ltd (**) Jerusalem (Israel) | I | ILS | 100 | 16.0% | |
| Lakeside Specialist Centre Ltd (**) | Mairangi Bay (New Zealand) | I | NZD | - | 50.0% |
(*) Joint Venture.
(**) Related companies.
INFORMATION PURSUANT TO ARTICLE § 149-DUODECIES OF CONSOB ISSUERS' REGULATIONS
The following table, drawn up pursuant to Article 149-duodecies of the Consob Issuers' Regulations, highlights the fees pertaining to 2020 for auditing services and for those other than audits provided by the auditing firm itself and by entities belonging to its network.
| Description | Subject that provided the service |
Recipient | Audit fees 2020 |
|---|---|---|---|
| Independent audit services | KPMG S.p.A. | Parent Company - Amplifon S.p.A. | 340,000 |
| Services other than audits | KPMG S.p.A. | Parent Company - Amplifon S.p.A. | 165,000 |
| Limited assurance on the Non-Financial Disclosure | KPMG S.p.A. | Parent Company - Amplifon S.p.A. | 37,000 |
| Other certification services | KPMG S.p.A. | Parent Company - Amplifon S.p.A. | 6,000 |
| Total – Parent Company | 548,000 | ||
| Independent audit services | KPMG Network | Subsidiaries | 1,059,000 |
| KPMG S.p.A. | Subsidiaries | 54,000 | |
| Services other than audits | KPMG Network | Subsidiaries | 20,000 |
| Total Subsidiaries | 1,133,000 | ||
| Grand Total | 1,681,000 |
Services other than audits amount to Euro 185,000 and relate to the following items:
- Assignment for the issue of the comfort letter with reference to the Prospectus as part of the bond loan issued by Amplifon S.p.A. in February 2020 for Euro 140,000;
- Appointment for the signing of the VAT Model (relating to the 2019 financial year) of Amplifon S.p.A. for the purposes of the reimbursement request of the VAT credit for Euro 5,000;
- Audit assignment for the purpose of "certification" of the expenses incurred by Amplifon S.p.A. for R&D activities in 2019, to take advantage of the tax credit pursuant to art. 3 of the Law Decree n. 145 of 23 December 2013 and the Decree of 27 May 2015 issued by the MEF in concert with the MISE for Euro 15,000;
- Audit assignment for the purpose of "certification" of the expenses incurred by Amplifon S.p.A. for advertising costs incurred during the 2020 financial year for the purpose of obtaining the related tax credit for Euro 5,000;
- Assignment to issue an ISAE 3000 report with reference to the Non-financial information report of the subsidiary Amplifon Iberica, S.A. at 31 December 2020 for Euro 20,000.
DECLARATION IN RESPECT OF THE CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ARTICLE 154-BIS OF LEGISLATIVE DECREE NO. 58/98
We, the undersigned, Enrico Vita, Chief Executive Officer and Gabriele Galli, Executive Responsible for Corporate Accounting Information for Amplifon S.p.A., taking into account the provisions of article § 154-bis, paragraphs 3 and 4 of Law no. 58/98, certify:
- the adequacy, by reference to the characteristics of the business and
- the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements during the course of 2020.
We also certify that the consolidated financial statements at 31 December 2020:
- have been prepared in accordance with the international accounting standards recognized in the European Union under the EC regulation no. 1606/2002 of the European Parliament and of the Council of 19 July 2002;
- correspond to the underlying accounting entries and records;
- provides a true and fair view of the performance and financial position of the issuer and of all of the companies included in the consolidation area.
The report on operations includes a reliable operating and financial review of the Company and all of the companies included in the consolidation area as well as a description of the main risks and uncertainties to which they are exposed.
Milan, March 03rd, 2021
CEO Executive Responsible for Corporate Accounting Information Enrico Vita Gabriele Galli
KPMG S.p.A. Revisione e organizzazione contabile Via Vittor Pisani, 25 20124 MILANO MI Telefono +39 02 6763.1 Email it [email protected] PEC [email protected]
(Translation from the Italian original which remains the definitive version)
Independent auditors ' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014
To the shareholders of Amplifon S.p.A.
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of the Amplifon Group (the "group"), which comprise the statement of financial position as at 31 December 2020, the income statement and the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Amplifon Group as at 31 December 2020 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 .
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the consolidated financial statements " section of our report. We are independent of Amplifon S.p.A. (the "parent ") in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.
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233
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Measurement of goodwill
Notes to the consolidated financial statements: note 3 "Acquisitions and goodwill" and note 44 "Accounting policies"
| Key audit matter | Audit procedures addressing the key audit matter |
||
|---|---|---|---|
| The consolidated financial statements at 31 December 2020 include goodwill of €1,281.6 |
Our audit procedures, which also involved our own valuation specialists, included: |
||
| million, mainly arising from the significant acquisitions carried out in previous years. |
— understanding the process adopted to prepare the impairment test approved |
||
| Annually or more frequently, if necessary, the directors check the recoverable amount of the goodwill by comparing its carrying amount to its value in use, calculated using a method that discounts expected cash flows. |
by the parent's board of directors; — understanding the process adopted to prepare the 2021-2023 business plans from which the expected operating cash flows used for impairment testing |
||
| The key assumptions used to calculate value in use relate to the operating cash flows' |
have been derived; | ||
| forecasts over the calculation period and the discount and growth rates of those flows. |
— checking any discrepancies between the previous year business plans' |
||
| The directors have forecast the operating cash flows for the explicit projection period (2021-2023) used for impairment testing on the basis of the 2021-2023 three-year business plans approved by the subsidiaries' boards of directors and the group's business plan for the same period approved by the parent's board of directors on 16 December 2020. Considering the materiality of the caption and that impairment testing entails a high level of judgement by the directors, especially forecasting operating cash flows, the recoverability of goodwill was a key audit |
figures and actual figures, in order to check the accuracy of the estimation process adopted by the directors; |
||
| — analysing the reasonableness of the assumptions used by the directors to determine the recoverable amount of goodwill, including the operating cash flows of the 2021-2023 plans used by the parent; |
|||
| — analysing the reasonableness of the assumptions underlying the valuation model used by the parent to calculate the recoverable amount of goodwill; |
|||
| matter. | — checking the sensitivity analysis made by the directors in relation to the main assumptions used to test goodwill for impairment; |
||
| — assessing the appropriateness of the disclosures provided in the notes. |
Revenue recognition
Notes to the consolidated financial statements: note 29 "Revenue from sales and services " and note 44 "Accounting policies "
| Key audit matter | Audit procedures addressing the key audit matter |
|---|---|
| The income statement includes revenue from sales and services of €1,555.5 million for 2020. The group recognises revenue from contracts with customers differently depending on when control over the goods or services is transferred to the customer and on the type of consideration to which it is |
Our audit procedures included: — understanding the process for the recognition of revenue, the related IT environment and related accounting policies; — assessing the design, implementation and operating effectiveness of controls |
| entitled. Since sales, which generally cover a package of products and services at a stand - alone price, contain many contractual terms applied to customers, the group was required to identify and measure the various performance obligations and how they are satisfied. For the above reasons and considering the materiality of the caption, we believe that the recognition of revenue, and especially its accuracy and accruals -based accounting, are a key audit matter. |
deemed material for the purposes of our audit; — comparing the main components of revenue to the budgeted and previous year figures and discussing the results with the relevant internal departments; — checking the documentation supporting a sample of sales, whether their performance obligations had been correctly identified, the transaction price allocated thereto and whether revenue has been recognised in profit or loss based on how the obligations were satisfied; |
| — sending requests for written confirmation in order to obtain audit evidence supporting the trade receivables recognised in the consolidated financial statements; — assessing the appropriateness of the disclosures provided in the notes. |
Responsibilities of the parent 's directors and board of statutory auditors ( "Collegio Sindacale ") for the consolidated financial statements
The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The directors are responsible for assessing the group 's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the consolidated financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the parent or ceasing operations exist, or have no realistic alternative but to do so.
The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the group's financial reporting process.
Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control;
- evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
- conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the group to cease to continue as a going concern;
- evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
- obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are, therefore, the key audit matters. We describe these matters in this report.
Other information required by article 10 of Regulation (EU) no. 537/14
On 20 April 2018, the parent 's shareholders appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2019 to 31 December 2027.
We declare that we did not provide the prohibited non -audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the parent in conducting the statutory audit.
We confirm that the opinion on the consolidated financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.
Report on other legal and regulatory requirements
Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123 -bis.4 of Legislative decree no. 58/98
The parent 's directors are responsible for the preparation of the group ' s directors ' report and report on corporate governance and ownership structure at 31 December 2020 and for the consistency of such reports with the related consolidated financial statements and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the directors ' report and the specific information presented in the report on corporate governance and ownership structure indicated by article 123 -bis.4 of Legislative decree no. 58/98 with the group ' s consolidated financial statements at 31 December 2020 and their compliance with the applicable law and to state whether we have identified material misstatements.
In our opinion, the directors ' report and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the group 's consolidated financial statements at 31 December 2020 and have been prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.
Statement pursuant to article 4 of the Consob regulation implementing Legislative decree no. 254/16
The directors of Amplifon S.p.A. are responsible for the preparation of a consolidated non-financial statement pursuant to Legislative decree no. 254/16. We have checked that the directors had approved such consolidated non-financial statement. In accordance with article 3.10 of Legislative decree no. 254/16, we attested the compliance of the consolidated non-financial statement separately.
Milan, 16 March 2021
KPMG S.p.A.
(signed on the original)
Claudio Mariani Director of Audit
Editorial Project Coordination AMPLIFON
Art Direction, Graphic Design COMMON
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