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Amplifon Interim / Quarterly Report 2015

Oct 27, 2015

4030_ir_2015-10-27_6e426de5-2b8d-4911-9108-1ed3988c3567.pdf

Interim / Quarterly Report

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Interim Report as at 30 September 2015

(as per article 154-ter of legislative decree 58/1998)

PREFACE 4
INTERIM REPORT AS AT 30 SEPTEMBER 2015 5
PERIOD HIGHLIGHTS 6
MAIN ECONOMIC AND FINANCIAL DATA 8
RATIOS 9
SHAREHOLDER INFORMATION 11
CONSOLIDATED INCOME STATEMENT 13
RECLASSIFIED CONSOLIDATED BALANCE SHEET 15
CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT 17
CONSOLIDATED INCOME STATEMENT BY GEOGRAPHICAL AREA 18
Revenues from sales and services 22
Gross operating profit (EBITDA) 26
Operating profit (EBIT) 29
Profit before tax 32
Net profit attributable to the Group 34
CONSOLIDATED BALANCE SHEET BY GEOGRAPHICAL AREA 35
Non-current assets 37
Net invested capital 39
Net financial indebtedness 40
CASH FLOW 43
ACQUISITION OF COMPANIES AND BUSINESSES 46
TREASURY SHARES 47
SUBSEQUENT EVENTS AFTER 30 SEPTEMBER 2015 48
OUTLOOK 49
CONTINGENT LIABILITIES AND UNCERTAINTIES 50
CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2015 51
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 52
CONSOLIDATED INCOME STATEMENT 54
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 55
STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY 56
CONSOLIDATED CASH FLOW STATEMENT 58
SUPPLEMENTARY INFORMATION TO CONSOLIDATED CASH FLOW STATEMENT 59
EXPLANATORY NOTES 60
1. General Information 60
2. Accounting policies 61
3. Financial risk management 65
4. Segment information 66
5. Acquisitions and goodwill 71
6. Intangible fixed assets 73
7. Tangible fixed assets 74
8. Share capital 75
9. Net financial position 76
10. Financial liabilities 78
11. Non recurring significant events 82
12. Earnings per share 83
13. Transactions with parent companies and related parties 84
14. Current and deferred income taxes 87
15. Performance Stock Grant 87
16. Translation of foreign companies' financial statements 89
17. Subsequent events 90
ANNEXES 91
Consolidation Area 91
Attestation in respect of the condensed consolidated interim financial statements in accordance with

PREFACE

This quarterly financial report for the period ended 30 September 2015 (Interim Management Report as per Article 154-ter of Legislative Decree 58/1998) has been prepared in accordance with the above mentioned Legislative Decree and further amendments, as well as the Issuers Regulation issued by Consob.

It also conforms with the requirements of the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) adopted by the European Union.

Disclaimer

This report contains forward looking statements ("Outlook") relating to 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 a number of factors, the majority of which are out of the Group's control.

INTERIM REPORT AS AT 30 SEPTEMBER 2015

PERIOD HIGHLIGHTS

After a first part of the year characterized by good growth, in the third quarter of 2015 the economic environment, in part, deteriorated: the uncertainties generated by the conflicts underway in Ukraine, Libya and in the Middle East, as well as the difficulties already present in countries like Brazil and Russia, were accompanied by slower growth in China and other emerging markets. These problems could influence both the recovery of the Euro zone (where the internal demand is still not solid, the external demand may be weaker than initially forecast and the steps taken by member states to introduce structural reforms and realign public accounts continue to weigh on the economy), as well as growth in Asia Pacific. As for the United States, the forecasts are still positive, albeit not in line with the growth rates seen in the past few years.

Despite this environment the Amplifon Group posted another very positive performance, achieving record results in the third quarter, as well, with strong growth against the same period of the prior year in both turnover and profitability.

As discussed in the half-year financial report at 30 June 2015, in the second quarter of the current year the Company and the Chief Executive Officer, Franco Moscetti, mutually agreed to a change in leadership with a view to continuity and furthering the growth process while also strengthening the Group's competitiveness. Today the Board of Directors, having acknowledged that Franco Moscetti had tendered his resignation and relinquished all powers, granted Enrico Vita (formerly the Chief Operating Officer) all the powers assigned to the Chief Executive Officer.

Franco Moscetti was paid a total indemnity of €5.7 million (half of which was paid in July 2015), was granted early vesting of the 600,000 performance stock grant rights assigned and received a payment of €0.7 million as part of a non-compete agreement valid through 30 April 2017, inclusive.

The first nine months of the year closed with:

  • turnover of €733,748 thousand with growth recorded in all the countries where the Group operates: +17.7% against the first nine months of the prior year (+12.2% at constant exchange rates);
  • a gross operating margin (EBITDA) of €103,504 thousand, an increase of 24.4% against the nine months of 2014;
  • a net profit of €25,323 thousand which, net of the non-recurring costs incurred in the period and the one-off tax income recorded in the prior year, increased €13,850 thousand (+89.6%) against the result posted in the comparison period.

The net financial position continues to be extremely solid with net financial debt at 30 September 2015 amounting to €252,500 thousand, an increase of €4,083 thousand against 31 December 2014, but a decrease of €37,043 thousand against 30 September 2014 and with cash and cash equivalents of €149,762 thousand. Period cash flow, which benefitted from the flows generated by non-recurring transactions in the period amounting to €3,271 thousand, was very strong and absorbed €63,507 thousand in capital expenditure and acquisitions, as well as the €9,356 thousand in dividends paid to shareholders.

Given this scenario and considering that debt is primarily long term, the large amount of cash and cash equivalents, the interest rate of close to zero at which liquidity can be invested, the last tranche of the USD 70 million (€55.2 million at the hedging rate) private placement 2006-2016 was repaid in advance. The advance repayment resulted in the payment of €4.3 million in interest that would have been payable to investors in the period beginning from the repayment date through the natural expiration of the private placement net of a discount which, as it was higher than the rate at which the liquidity could have been invested, had a positive impact of approximately €0.5 million pre-tax.

More in detail:

  • in Europe, the Middle East and Africa revenue increased by 12.6% due primarily to the performances posted in Italy, France, Switzerland, Germany and the consolidation of the operations in Israel for the entire period. This increase resulted in higher profitability at constant exchange rates and helped to boost recurring operations by 21.8%;
  • revenue in America rose 17.1% at constant exchange rates and was distributed equally over all the channels, but with the highest percentage increase coming from Amplifon Hearing Health Care (previously called Hear Po) which continues to benefit significantly from a new contract signed with a primary insurance company in the latter part of 2014. Profitability, net of non-recurring items, rose 23.1%;
  • at constant exchange rates turnover in Asia Pacific rose 12.1% driven by the positive sales trend in New Zealand and Australia (+24.3% and +6.0%, respectively) and a 25.3% increase in profitability.

MAIN ECONOMIC AND FINANCIAL DATA

(€ thousands) First nine months 2015 First nine months 2014
Recurring Non
recurring
Total % on
recurring
Recurring Non
recurring
Total % on
recurring
Change %
Economic data:
Revenues from sales and services 733,748 - 733,748 100.0% 623,349 - 623,349 100.0% 17.7%
Gross operating margin (EBITDA) 108,291 (4,787) 103,504 14.8% 83,236 - 83,236 13.4% 30.1%
Operating result before amortisation
and impairment of customer lists,
trademarks, non-competition
agreements and goodwill arising from
business combinations (EBITA)
81,491 (4,787) 76,704 11.1% 60,180 60,180 9.7% 35.4%
Operating income (EBIT) 70,288 (4,787) 65,501 9.6% 48,962 - 48,962 7.9% 43.6%
Profit (loss) before tax 53,666 (6,362) 47,304 7.3% 31,969 - 31,969 5.1% 67.9%
Group net profit (loss) 29,303 (3,980) 25,323 4.0% 15,453 10,638 26,091 2.5% 89.6%
(€ thousands) 30/09/2015 31/12/2014 Change %
Financial data:
Non-current assets 830,382 818,392 11,990
Net invested capital 707,166 691,639 15,527
Group net equity 453,879 442,165 11,714
Total net equity 454,666 443,222 11,444
Net financial indebtedness 252,500 248,417 4,083
(€ thousands) First nine months 2015 First nine months 2014
Free cash flow 38,421 30,393
Cash flow generated (absorbed) by acquisition activities (34,716) (28,337)
(Purchase) sale of other investments, businesses and securities 4,809 (81)
Cash flow provided by (used in) financing activities (10,756) (14,723)
Net cash flow from the period (2,242) (12,748)
Effect of the disposal of assets and of exchange rate fluctuations on the net financial
position
Net cash flow from the period with changes for discontinued operations and
(1,841) (1,428)
  • EBITDA is the operating result before charging amortisation, depreciation and impairment of both tangible and intangible fixed assets.

exchange rate fluctuations (4,083) (14,176)

  • EBITA is the operating result before amortisation and impairment of customer lists, trademarks, noncompetition agreements and goodwill arising from business combinations.
  • EBIT is the operating result before financial income and charges and taxes.
  • Free cash flow represents the cash flow of operating activities and investment activities before the cash flows used in acquisitions and payment of dividends and the cash flows used or generated by the other financing activities.

RATIOS

30/09/2015 31/12/2014 30/09/2014
Net financial indebtedness (€ thousands) 252,500 248,417 289,543
Net Equity (€ thousands) 454,666 443,222 427,089
Group Net Equity (€ thousands) 453,879 442,165 426,483
Net financial indebtedness/Net Equity 0.56 0.56 0.68
Net financial indebtedness/Group Net Equity 0.56 0.56 0.68
Net financial indebtedness/EBITDA 1.52 1.77 2.15
EBITDA/Net financial charges 7.15 6.51 6,47
Earnings per share (EPS) (€) 0.11629 0.21379 0.12000
Diluted EPS (€) 0.11270 0.20755 0.11654
Earnings per share – Recurring operations (EPS) (€) 0.04606 0.16472 0.07107
Diluted EPS – Recurring operations (€) 0.04478 0.15991 0.06902
Net Equity per share (€) 2.075 2.041 1.961
Period-end price 6.765 4.904 4.432
Highest price in period (€) 7.705 5.025 4.890
Lowest price in period (€) 4.884 3.996 3,996
Share price/net equity per share 3.260 2.403 2.260
Market capitalisation (€ millions) 1,479.63 1,065.06 963.86
Number of shares outstanding 218,717,989 217,181,851 217,476,512
  • The net financial indebtedness/Net Equity ratio is the ratio of net financial indebtedness to total net equity.
  • The net financial indebtedness/Group net equity ratio is the ratio of the net financial indebtedness to the Group's net equity.
  • The net financial indebtedness/EBITDA ratio is the ratio of net financial indebtedness to EBITDA for the last four quarters (determined with reference to recurring business only on the basis of pro forma figures where there were significant changes to the structure of the Group).
  • The EBITDA/net financial charges ratio is the ratio of EBITDA for the last four quarters (determined with reference to recurring business only on the basis of restated figures where there were significant changes to the structure of the Group) to net interest payable and receivable of the same last 4 quarters.
  • Earnings per share (EPS) (€) is 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 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 recurring operations (EPS) (€) is net income from recurring operations for the year 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 recurring operations (EPS) (€) is net income from recurring operations for the year 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.
  • Net Equity per share (€) is the ratio of Group equity to the number of shares outstanding.
  • 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.
  • 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 capitalisation is the closing price on the last stock exchange trading day of the period multiplied by the number of shares outstanding.
  • The number of shares outstanding is the number of shares issued less treasury shares.

SHAREHOLDER INFORMATION

Main Shareholders

The main Shareholders of Amplifon S.p.A. as at 30 September 2015 are:

Shareholder No. of ordinary shares % held
Ampliter N.V. 121,636,478 (*) 53.97%
Other shareholders >2% of ordinary shares 21,039,736 9.33%
Treasury shares 6,679,708 2.96%
Market 76,041,775 33.74%
Total 225,397,697 100.00%

(*) At 30 September 2015 55,785,124 ordinary shares of Amplifon (equal to 24.75% of the share capital and 25.51% of the shares with voting rights) were pledged by the shareholder Ampliter N.V. as a guarantee to the Bondholders, Trustee, Registrar, Transfer Agent, Principal Paying and Exchange Agent, Calculation Agent, Parallel Debt Creditor and Custodian (the "Secured Parties") of the private placement made by Ampliter N.V. of €135 million in senior notes expiring in 2018 which can be exchanged with outstanding ordinary shares of Amplifon, in accordance with the Deed of pledge executed on 14 November 2013.

On 3 September 2015, 2,250,358 shares were loaned by Ampliter N.V. as part of the same transaction. Ampliter N.V. has no voting rights on these shares (included in the percentages shown in the above table).

Pursuant to article 2497 of the Italian Civil Code, Amplifon S.p.A. is not subject to management and coordination either by its direct parent company Ampliter N.V. or other indirect controlling companies.

The shares of the parent company Amplifon S.p.A. have been listed on the screen-based Mercato Telematico Azionario (MTA) since 27 June 2001 and since 10 September 2008 in the STAR segment. Amplifon is also included in the FTSE Italy Mid Cap index.

The chart shows the performance of the Amplifon share price and its trading volumes from 2 January 2015 to 9 October 2015.

As at 30 September 2015 market capitalisation was €1,479.63 million.

Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 2 January 2015 – 30 September 2015, showed:

  • average daily value: €2,832,381.15;
  • average daily volume: 430,451 shares;
  • total volume traded 82,216,077 shares or 37.59% of the total number of shares comprising company capital, net of treasury shares.

CONSOLIDATED INCOME STATEMENT

(€ thousands) First nine months 2015 First nine months 2014
Recurring Non
recurring
Total % on
recurring
Recurring Non
recurring
Total % on
recurring
Change on
recurring
Revenues from sales and
services
733,748 - 733,748 100.0% 623,349 - 623,349 100.0% 110,399
Operating costs (626,892) (6,792) (633,684) -85.4% (539,732) - (539,732) -86.6% (87,160)
Other costs and revenues 1,435 2,005 3,440 0.2% (381) - (381) -0.1% 1,816
Gross operating profit
(EBITDA)
108,291 (4,787) 103,504 14.8% 83,236 - 83,236 13.4% 25,055
Depreciation and write-downs of
non-current assets
(26,800) - (26,800) -3.7% (23,056) - (23,056) -3.7% (3,744)
Operating result before the
amortisation and impairment
of customer lists, trademarks,
non-competition agreements
and goodwill arising from
business combinations
(EBITA)
81,491 (4,787) 76,704 11.1% 60,180 - 60,180 9.7% 21,311
Amortization and impairment of
trademarks, customer lists, lease
rights and non-competition
agreements and goodwill
(11,203) - (11,203) -1.5% (11,218) - (11,218) -1.8% 15
Operating profit (EBIT) 70,288 (4,787) 65,501 9.6% 48,962 - 48,962 7.9% 21,326
Income, expenses, valuation and
adjustments of financial assets
204 1,267 1,471 0.0% 635 - 635 0.1% (431)
Net financial expenses (15,682) (2,842) (18,524) -2.1% (16,361) - (16,361) -2.6% 679
Exchange differences and non
hedge accounting instruments
(1,144) - (1,144) -0.2% (1,267) - (1,267) -0.2% 123
Profit (loss) before tax 53,666 (6,362) 47,304 7.3% 31,969 - 31,969 5.1% 21,697
Current tax (26,280) 748 (25,532) -3.6% (16,443) 8,683 (7,760) -2.6% (9,837)
Deferred tax 1,753 1,634 3,387 0.2% (66) 1,955 1,889 0.0% 1,819
Net profit (loss) 29,139 (3,980) 25,159 4.0% 15,460 10,638 26,098 2.5% 13,679
Profit (loss) of minority interests (164) - (164) 0.0% 7 - 7 0.0% (171)
Net profit (loss) attributable to
the Group
29,303 (3,980) 25,323 4.0% 15,453 10,638 26,091 2.5% 13,850
(€ thousands) Q3 2015 Q3 2014
Recurring Non
recurring
Total % on
recurring
Recurring Non
recurring
Total % on
recurring
Change on
recurring
Revenues from sales and
services
233,469 - 233,469 100.0% 206,899 - 206,899 100.0% 26,570
Operating costs (204,232) - (204,232) -87.5% (181,104) - (181,104) -87.5% (23,128)
Other costs and revenues 464 2,005 2,469 0.2% (59) - (59) 0.0% 523
Gross operating profit
(EBITDA)
29,701 2,005 31,706 12.7% 25,736 - 25,736 12.4% 3,965
Depreciation and write-downs of
non-current assets
(8,813) - (8,813) -3.8% (8,207) - (8,207) -4.0% (606)
Operating result before the
amortisation and impairment
of customer lists, trademarks,
non-competition agreements
and goodwill arising from
business combinations
(EBITA)
20,888 2,005 22,893 8.9% 17,529 - 17,529 8.5% 3,359
Amortization and impairment of
trademarks, customer lists, lease
rights and non-competition
agreements and goodwill
(3,655) - (3,655) -1.6% (3,925) - (3,925) -1.9% 270
Operating profit (EBIT) 17,233 2,005 19,238 7.4% 13,604 - 13,604 6.6% 3,629
Income, expenses, valuation and
adjustments of financial assets
43 (59) (16) 0.0% 122 - 122 0.1% (79)
Net financial expenses (4,802) 1,425 (3,377) -2.1% (4,744) - (4,744) -2.3% (58)
Exchange differences and non
hedge accounting instruments
(971) - (971) -0.4% (428) - (428) -0.2% (543)
Profit (loss) before tax 11,503 3,371 14,874 4.9% 8,554 - 8,554 4.1% 2,949
Current tax (8,344) (1,504) (9,848) -3.6% (5,775) - (5,775) -2.8% (2,569)
Deferred tax 1,575 132 1,707 0.7% 839 - 839 0.4% 736
Net profit (loss) 4,734 1,999 6,733 2.0% 3,618 - 3,618 1.7% 1,116
Profit (loss) of minority interests (41) - (41) 0.0% 89 - 89 0.0% (130)
Net profit (loss) attributable to
the Group
4,775 1,999 6,774 2.0% 3,529 - 3,529 1.7% 1,246
  • EBITDA is the operating result before charging amortisation, depreciation and impairment of both tangible and intangible fixed assets.
  • EBITA is the operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations.
  • EBIT is the operating result before financial income and charges and taxes.

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) 30/09/2015 31/12/2014 Change
Goodwill 555,118 534,822 20,296
Non-competition agreements, trademarks, customer lists and lease rights 94,435 98,650 (4,215)
Software, licences, other intangible fixed assets , fixed assets in progress and
advances
37,553 36,458 1,095
Tangible assets 96,921 96,188 733
Financial fixed assets (1) 42,260 48,583 (6,323)
Other non-current financial assets (1) 4,095 3,691 404
Non-current assets 830,382 818,392 11,990
Inventories 32,387 28,690 3,697
Trade receivables 99,629 109,355 (9,726)
Other receivables 37,373 33,059 4,314
Current assets (A) 169,389 171,104 (1,715)
Operating assets 999,771 989,496 10,275
Trade payables (93,777) (101,788) 8,011
Other payables (2) (118,423) (124,418) 5,995
Provisions for risks and charges (current portion) (4,044) (978) (3,066)
Current liabilities (B) (216,244) (227,184) 10,940
Net working capital (A) - (B) (46,855) (56,080) 9,225
Derivative instruments (3) (5,984) (9,820) 3,836
Deferred tax assets 47,608 44,653 2,955
Deferred tax liabilities (54,576) (51,998) (2,578)
Provisions for risks and charges (non-current portion) (45,508) (40,569) (4,939)
Liabilities for employees' benefits (non-current portion) (17,324) (15,712) (1,612)
Loan fees (4) 2,373 3,023 (650)
Other non-current payables (2,950) (250) (2,700)
NET INVESTED CAPITAL 707,166 691,639 15,527
Group net equity 453,879 442,165 11,714
Minority interests 787 1,057 (270)
Total net equity 454,666 443,222 11,444
Net medium and long-term financial indebtedness (4) 384,495 442,484 (57,989)
Net short-term financial indebtedness (4) (131,995) (194,067) 62,072
Total net financial indebtedness 252,500 248,417 4,083
OWN FUNDS AND NET FINANCIAL INDEBTEDNESS 707,166 691,639 15,527

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 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) "Derivative instruments" includes cash flow hedging instruments not comprised in the net financial position;
  • (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 portion respectively.

CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT

The condensed consolidated cash flow statement represents a summary version of the reclassified cash flow statement detailed in the following pages and its purpose is, starting from the EBIT, to detail the flows generated from or absorbed by operating, investing and financing activities.

For a complete analysis of the figures and variations with regard to the comparative period, please refer to the dedicated section of this report.

(€ thousands) First nine months 2015 First nine months 2014
Operating profit (EBIT) 65,501 48,962
Amortization, depreciation and write down 38,003 34,274
Provisions, other non-monetary items and gain/losses from disposals 16,872 11,649
Net financial expenses (19,101) (15,659)
Taxes paid (25,351) (8,325)
Changes in net working capital (17,220) (17,080)
Cash flow generated from (absorbed by) operating activities (A) 58,704 53,821
Cash flow generated from (absorbed by) operating investing activities (B) (20,283) (23,428)
Free cash flow (A+B) 38,421 30,393
Cash flow generated from (absorbed by) business combinations (C) (34,716) (28,337)
(Purchase) sale of other investments, businesses and securities (D) 4,809 (81)
Cash flow generated from (absorbed by) investing activities (B+C+D) (50,190) (51,846)
Cash flow generated from (absorbed by) operating and investing activities 8,514 1,975
Dividends (9,356) (9,350)
Treasury shares (4,545) -
Capital increases, third parties contributions, dividends paid to third parties by subsidiaries 4,133 1,152
Hedging instruments and other changes in non-current assets (988) (6,525)
Net cash flow from the period (2,242) (12,748)
Net financial indebtedness at the beginning of the period (248,417) (275,367)
Effect of the disposal of assets and of exchange rate fluctuations on the net financial position (1,841) (1,428)
Change in net financial position (2,242) (12,748)
Net financial indebtedness at the end of the period (252,500) (289,543)

CONSOLIDATED INCOME STATEMENT BY GEOGRAPHICAL AREA

(€ thousands) First nine months 2015
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 477,875 145,047 110,826 - 733,748
Operating costs (439,488) (117,651) (76,545) - (633,684)
Other costs and revenues 575 3,080 (215) - 3,440
Gross operating profit (EBITDA) 38,962 30,476 34,066 - 103,504
Depreciation and write-downs of non-current assets (20,422) (2,928) (3,450) - (26,800)
Operating result before amortisation and
impairment of customer lists, trademarks, non
competition agreements and goodwill arising
from business combinations (EBITA)
18,540 27,548 30,616 - 76,704
Amortization and impairment of trademarks, customer
lists, lease rights and non-competition agreements
and goodwill
(5,819) (498) (4,886) - (11,203)
Operating profit (EBIT) 12,721 27,050 25,730 - 65,501
Income, expenses, valuation and adjustments of
financial assets
1,471
Net financial expenses (18,524)
Exchange differences and non hedge accounting
instruments
(1,144)
Profit (loss) before tax 47,304
Current tax (25,532)
Deferred tax 3,387
Net profit (loss) 25,159
Profit (loss) of minority interests (164)
Net profit (loss) attributable to the Group 25,323
(€ thousands) First nine months 2015 – Only recurring operations
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 477,875 145,047 110,826 - 733,748
Gross operating profit (EBITDA) 46,282 27,943 34,066 - 108,291
Operating result before amortisation and impairment
of customer lists, trademarks, non-competition
agreements and goodwill arising from business
combinations (EBITA)
25,860 25,015 30,616 - 81,491
Operating profit (EBIT) 20,041 24,517 25,730 - 70,288
Profit (loss) before tax 53,666
Net profit (loss) attributable to the Group 29,303
(€ thousands) First nine months 2014
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 424,562 101,435 97,352 - 623,349
Operating costs (385,965) (83,653) (70,114) - (539,732)
Other costs and revenues (656) 472 (197) - (381)
Gross operating profit (EBITDA) 37,941 18,254 27,041 - 83,236
Depreciation and write-downs of non-current assets (17,577) (1,960) (3,519) - (23,056)
Operating result before amortisation and
impairment of customer lists, trademarks, non
competition agreements and goodwill arising
from business combinations (EBITA)
20,364 16,294 23,522 - 60,180
Amortization and impairment of trademarks, customer
lists, lease rights and non-competition agreements
and goodwill
(5,717) (746) (4,755) - (11,218)
Operating profit (EBIT) 14,647 15,548 18,767 - 48,962
Income, expenses, valuation and adjustments of
financial assets
635
Net financial expenses (16,361)
Exchange differences and non hedge accounting
instruments
(1,267)
Profit (loss) before tax 31,969
Current tax (7,760)
Deferred tax 1,889
Net profit (loss) 26,098
Profit (loss) of minority interests 7
Net profit (loss) attributable to the Group 26,091
(€ thousands) First nine months 2014 – Only recurring operations
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 424,562 101,435 97,352 - 623,349
Gross operating profit (EBITDA) 37,941 18,254 27,041 - 83,236
Operating result before amortisation and impairment
of customer lists, trademarks, non-competition
agreements and goodwill arising from business
combinations (EBITA)
20,364 16,294 23,522 - 60,180
Operating profit (EBIT) 14,647 15,548 18,767 - 48,962
Profit (loss) before tax 31,969
Net profit (loss) attributable to the Group 15,453
(€ thousands) Q3 2015
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 147,135 49,074 37,260 - 233,469
Operating costs (138,661) (39,839) (25,732) - (204,232)
Other costs and revenues (211) 2,794 (114) - 2,469
Gross operating profit (EBITDA) 8,263 12,029 11,414 - 31,706
Depreciation and write-downs of non-current assets (6,900) (881) (1,032) - (8,813)
Operating result before amortisation and
impairment of customer lists, trademarks, non
competition agreements and goodwill arising
from business combinations (EBITA)
1,363 11,148 10,382 - 22,893
Amortization and impairment of trademarks, customer
lists, lease rights and non-competition agreements
and goodwill
(1,963) (161) (1,531) - (3,655)
Operating profit (EBIT) (600) 10,987 8,851 - 19,238
Income, expenses, valuation and adjustments of
financial assets
(16)
Net financial expenses (3,377)
Exchange differences and non hedge accounting
instruments
(971)
Profit (loss) before tax 14,874
Current tax (9,848)
Deferred tax 1,707
Net profit (loss) 6,733
Profit (loss) of minority interests (41)
Net profit (loss) attributable to the Group 6.774
(€ thousands) Q3 2015 – Only recurring operations
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 147,135 49,074 37,260 - 233,469
Gross operating profit (EBITDA) 8,791 9,496 11,414 - 29,701
Operating result before amortisation and impairment
of customer lists, trademarks, non-competition
agreements and goodwill arising from business
combinations (EBITA)
1,891 8,615 10,382 - 20,888
Operating profit (EBIT) (72) 8,454 8,851 - 17,233
Profit (loss) before tax 11,503
Net profit (loss) attributable to the Group 4,775
(€ thousands) Q3 2014
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 135,232 35,060 36,607 - 206,899
Operating costs (126,545) (28,866) (25,693) - (181,104)
Other costs and revenues (114) 179 (124) - (59)
Gross operating profit (EBITDA) 8,573 6,373 10,790 - 25,736
Depreciation and write-downs of non-current assets (6,277) (692) (1,238) - (8,207)
Operating result before amortisation and
impairment of customer lists, trademarks, non
competition agreements and goodwill arising
from business combinations (EBITA)
2,296 5,681 9,552 - 17,529
Amortization and impairment of trademarks,
customer lists, lease rights and non-competition
agreements and goodwill
(2,052) (235) (1,638) - (3,925)
Operating profit (EBIT) 244 5,446 7,914 - 13,604
Income, expenses, valuation and adjustments of
financial assets
122
Net financial expenses (4,744)
Exchange differences and non hedge accounting
instruments
(428)
Profit (loss) before tax 8,554
Current tax (5,775)
Deferred tax 839
Net profit (loss) 3,618
Profit (loss) of minority interests 89
Net profit (loss) attributable to the Group 3,529
(€ thousands) Q3 2014 – Only recurring operations
EMEA The Americas Asia Pacific Elim. Total
Revenues from sales and services 135,232 35,060 36,607 - 206,899
Gross operating profit (EBITDA) 8,573 6,373 10,790 - 25,736
Operating result before amortisation and impairment
of customer lists, trademarks, non-competition
agreements and goodwill arising from business
combinations (EBITA)
2,296 5,681 9,552 - 17,529
Operating profit (EBIT) 244 5,446 7,914 - 13,604
Profit (loss) before tax 8,554
Net profit (loss) attributable to the Group 3,529

Revenues from sales and services

(€ thousands) First nine months
2015
First nine months
2014
Change Change %
Revenues from sales and services 733,748 623,349 110,399 17.7%
(€ thousands) Q3 2015 Q3 2014 Change Change %
Revenues from sales and services 233,469 206,899 26,570 12.8%

Consolidated revenue from sales and services reached €733.748 thousand in the first nine months of 2015, versus €623,349 thousand in the same period 2014, an increase of €110,399 thousand (+17.7%) driven by organic growth which reached €55,564 thousand (+8.9%), by the exchange differences linked to the weakening of the Euro against other currencies which had a positive impact of €34,577 thousand (+5.6%), and by acquisitions for some €20,258 thousand (+3.2%).

In the third quarter alone, consolidated revenue from sales and services amounted to € 233,469 thousand, an increase of €26,570 thousand (+12.8%) against the same period of the prior year explained for €12,940 thousand (+6.3%) by organic growth, for €7,595 thousand (+3.7%) by exchange differences and for €6,035 thousand (2.9%) by acquisitions.

The following table shows the breakdown of revenues from sales and services by geographical area:

First nine
months
% First nine
months
% Change Change % Exchange
diff.
Change % in
local
(€ thousands)
Italy
2015
168,083
22.9% 2014
152,480
24.5% 15,603 10.2% currency
France 84,225 11.5% 73,608 11.8% 10,617 14.4%
The Netherlands 48,773 6.6% 47,843 7.7% 930 1.9%
Germany 45,612 6.2% 40,811 6.5% 4,801 11.8%
United Kingdom 30,828 4.2% 28,179 4.5% 2,649 9.4% 3,215 -2.0%
Switzerland 28,797 3.9% 22,091 3.5% 6,706 30.4% 3,686 13.7%
Spain 24,752 3.4% 22,028 3.5% 2,724 12.4%
Belgium 17,690 2.4% 17,144 2.8% 546 3.2%
Israel 10,187 1.4% 4,246 0.7% 5,941 139.9% 766 122.7%
Hungary 5,792 0.8% 6,474 1.0% (682) -10.5% (6) -10.4%
Portugal 4,480 0.6% 3,346 0.5% 1,134 33.9%
Turkey 3,001 0.4% 2,363 0.4% 638 27.0% (39) 28.6%
Egypt 2,675 0.4% 2,055 0.3% 620 30.2% 293 15.9%
Poland 1,823 0.2% 956 0.2% 867 90.7% 8 89.7%
Ireland 651 0.1% 569 0.1% 82 14.4%
Luxembourg 407 0.1% 505 0.1% (98) -19.4%
Malta 169 0.0% - 0.0% 169 n.a.
Intercompany eliminations (70) 0.0% (136) 0.0% 66 -48.5%
Total EMEA 477,875 65.1% 424,562 68.1% 53,313 12.6% 7,923 10.7%
USA 139,342 19.0% 98,308 15.8% 41,034 41.7% 24,736 16.6%
Canada 4,867 0.7% 3,127 0.5% 1,740 55.6% 256 47.4%
Brazil 838 0.1% - 0.0% 838 n.a. n.a. n.a.
Total The Americas 145,047 19.8% 101,435 16.3% 43,612 43.0% 24,992 18.4%
Australia 71,512 9.7% 66,901 10.7% 4,611 6.9% 625 6.0%
New Zealand 35,472 4.8% 28,105 4.5% 7,367 26.2% 504 24.3%
India 3,842 0.5% 2,346 0.4% 1,496 63.8% 533 41.1%
Total Asia Pacific 110,826 15.1% 97,352 15.6% 13,474 13.8% 1,662 12.1%
Total 733,748 100.0% 623,349 100.0% 110,399 17.7% 34,577 12.2%

Europe, Middle East and Africa

Period (€ thousands) 2015 2014 Change %
First Quarter 151,555 127,939 23,616 18.5%
Second Quarter 179,185 161,391 17,794 11.0%
First Half 330,740 289,330 41,410 14.3%
Third Quarter 147,135 135,232 11,903 8.8%
First nine months 477,875 424,562 53,313 12.6%

Consolidated revenue from sales and services for the European market reached €477,875 thousand in the first nine months of 2015 versus €424,562 thousand in the same period 2014, an increase of €53,313 thousand (+12.6%) explained for €29,725 thousand (+7.0%) by organic growth, for €15,665 thousand (+3.7%) by acquisitions, while exchange differences had a positive impact of €7,923 thousand (+1.9%).

The strong growth against the comparison period, which in the part of the year was even higher due to the weak results posted in the prior year, was recorded in almost all countries but was boosted in particular:

  • by the excellent results posted in Italy (+10.2%), which benefited from the increased investments made in marketing campaigns, as well as the contribution of the Audika Italia stores acquired in the second quarter of 2014;
  • by the continuous growth recorded in France (+14.4%), linked to both organic growth (+8.2%) and acquisitions (+6.2%);
  • by the significant results achieved in Switzerland (+13.7% at constant exchange rates);
  • by the solid trend confirmed in Germany where, while the market shrank after the strong growth registered in 2014, Amplifon continues to grow, albeit slightly (+11.8%, +11.6% of which explained by acquisitions);
  • by the positive performance of the Middle East and Africa where the growth (+83.1%) is explained by both the consolidation for the entire period of the acquisition made in Israel at the end of April 2014, which contributed €5,941 thousand to period sales, as well as the excellent results posted in Egypt (+15.9% in local currency) and in Turkey (+28.6% in local currency).

Hungary was the only country in the EMEA region where sales dropped due also to the comparison with the first half of the prior year which benefitted from the sale of cochlear implants to the national healthcare service for €2,065 thousand versus just €799 thousand in the first nine months of 2015. These sales were made as a result of having won one of the service's periodic tenders and, therefore, the different periods are not directly comparable.

In the third quarter alone, revenue from sales and services amounted to €147,135 thousand, an increase of €11,903 thousand (+8.8%), explained for €5,531 thousand (+4.1%) by organic growth, for €3,814 thousand (+2.8%) by acquisitions, while exchange differences had a positive impact of €2,558 thousand (+1.9%).

The Americas

Period (€ thousands) 2015 2014 Change %
First Quarter 46,331 32,971 13,360 40.5%
Second Quarter 49,642 33,404 16,238 48.6%
First Half 95,973 66,375 29,598 44.6%
Third Quarter 49,074 35,060 14,014 40.0%
First nine months 145,047 101,435 43,612 43.0%

Revenue from sales and services in America reached €145,047 thousand in the first nine months of 2015 versus €101,435 thousand in 2014, an increase of €43,612 thousand (+43.0%) explained for €24,992 thousand (+24.6%) by positive exchange differences and for €2,106 thousand (+2.1%) by acquisitions.

In local currency revenue was up by 18.4% (16.3% of which linked to organic growth) and distributed across all channels, though the highest percentage increase came from Amplifon Hearing Health Care (previously called Hear Po) which continues to benefit significantly from a new contract signed with a primary insurance company in the latter part of 2014. The contribution from the Brazilian business amounted to BRL 2,953 thousand (€838 thousand).

Revenue from sales and services in the third quarter alone amounted to €49,074 thousand, an increase of €14,014 thousand (+40.0%) against the comparison period explained for €7,577 thousand (+21.6%) by exchange differences, for €5,518 thousand (+15.7%) by organic growth and for €919 thousand (2.6%) by acquisitions.

Asia Pacific

Period (€ thousands) 2015 2014 Change %
First Quarter 33,455 27,439 6,016 21.9%
Second Quarter 40,111 33,306 6,805 20.4%
First Half 73,566 60,745 12,821 21.1%
Third Quarter 37,260 36,607 653 1.8%
First nine months 110,826 97,352 13,474 13.8%

Revenue from sales and services in Asia-Pacific amounted to €110,826 thousand in the first nine months of 2015 versus €97,352 thousand in the comparison period, an increase of €13,474 thousand (+13.8%) explained for €1,662 thousand (1.7%) by positive exchange differences. In local currency growth reached 6.0% in Australia and 24.3% (8.9% of which linked to acquisitions) in New Zealand where the first part of 2014 was particularly weak while waiting for the regulatory changes to take effect which, beginning July 2014, resulted in increased subsidies. Growth reached 41.1% in India.

In the third quarter alone revenue from sales and services amounted to €37,260 thousand, an increase of €653 thousand (+1.8%) against the same period of the prior year explained for €1,891 thousand (+5.2%) by organic growth, for €1,302 thousand (+3.6%) by acquisitions, while exchange differences had a negative impact of €2,540 thousand (-6.9%).

Gross operating profit (EBITDA)

(€ thousands) First nine months 2015 First nine months 2014
Recurring Non recurring Total Recurring Non recurring Total
Gross operating profit (EBITDA) 108,291 (4,787) 103,504 83,236 - 83,236
(€ thousands) Q3 2015 Q3 2014
Recurring Non recurring Total Recurring Non recurring Total
Gross operating profit (EBITDA) 29,701 2,005 31,706 25,736 - 25,736

Gross operating profit (EBITDA) amounted to €103,504 thousand in the first nine months of 2015 (with an EBITDA margin of 14.1%) versus €83,236 thousand in the same period of the prior year (and an EBITDA margin of 13.4%), an increase of €20,268 thousand (+24.4%). The EBITDA margin rose 0.7%.

In the third quarter alone, the gross operating profit (EBITDA) amounted to €31,706 thousand, an increase of €5,970 thousand (+23.2%) against the third quarter of the prior year. The EBITDA margin rose 1.2% against the comparison period to 13.6%.

The result was impacted by non-recurring items amounting to €4,787 thousand explained:

  • for €6,792 thousand by the change in the Group's leadership, already recognized in the second quarter;
  • for €528 thousand by the restructuring charges incurred in the Netherlands in the third quarter;
  • for €2,533 thousand by the non-recurring income posted in the United States in the third quarter as a result of the early termination of a franchising contract.

Exchange differences also had a positive impact of €5,726 thousand, €896 thousand of which in the third quarter alone.

Net of the above mentioned items, the increase against the comparison period reached €19,329 thousand (+23.2%) for the whole period and €3,069 thousand (+11.9%) for the third quarter alone.

The recurring EBITDA margin came to 14.8% (+1.4% against the comparison period) and to 12.7% (+0.3% against the comparison period) in the third quarter alone.

(€ thousands) First nine
months 2015
EBITDA Margin First nine
months 2014
EBITDA Margin Change Change %
EMEA 38,962 8.2% 37,941 8.9% 1,021 2.7%
The Americas 30,476 21.0% 18,254 18.0% 12,222 67.0%
Asia Pacific 34,066 30.7% 27,041 27.8% 7,025 26.0%
Total 103,504 14.1% 83,236 13.4% 20,268 24.4%
(€ thousands) Q3 2015 EBITDA Margin Q3 2014 EBITDA Margin Change Change %
EMEA 8,263 5.6% 8,573 6.3% (310) -3.6%
The Americas 12,029 24.5% 6,373 18.2% 5,656 88.7%
Asia Pacific 11,414 30.6% 10,790 29.5% 624 5.8%
Total 31,706 13.6% 25,736 12.4% 5,970 23.2%

The following table shows a breakdown of EBITDA by geographical region:

The table below shows the breakdown of the EBITDA by geographical area with reference to the recurring operations.

(€ thousands) First nine
months 2015
EBITDA Margin First nine
months 2014
EBITDA Margin Change Change %
EMEA 46,282 9.7% 37,941 8.9% 8,341 22.0%
The Americas 27,943 19.3% 18,254 18.0% 9,689 53.1%
Asia Pacific 34,066 30.7% 27,041 27.8% 7,025 26.0%
Total 108,291 14.8% 83,236 13.4% 25,055 30.1%
(€ thousands) Q3 2015 EBITDA Margin Q3 2014 EBITDA Margin Change Change %
EMEA 8,791 6.0% 8,573 6.3% 218 2.5%
The Americas 9,496 19.4% 6,373 18.2% 3,123 49.0%
Asia Pacific 11,414 30.6% 10,790 29.5% 624 5.8%
Total 29,701 12.7% 25,736 12.4% 3,965 15.4%

Europe, Middle-East and Africa

Gross operating profit (EBITDA) amounted to €38,962 thousand in the first nine months of 2015 (with an EBITDA margin of 8.2%) versus €37,941 thousand in the same period of the prior year (and an EBITDA margin of 8.9%), an increase of €1,021 thousand (+2.7%). The EBITDA margin fell 0.7%.

In the third quarter alone, the gross operating profit (EBITDA) amounted to €8,263 thousand, a decline of €310 thousand (-3.6%) against the third quarter of the prior year. The EBITDA margin fell 0.7% against the comparison period to 5.6%.

The result was impacted by non-recurring costs of €7,320 thousand explained:

  • for €6,792 thousand by the change in the Group's leadership, already recognized in the second quarter;
  • for €528 thousand by the restructuring charges incurred in the Netherlands in the third quarter.

Exchange differences had a positive impact on the whole period of €73 thousand and a negative impact on the third quarter alone of €145 thousand.

Net of the above mentioned items, the increase against the comparison period reached €8,268 thousand (+21.8%) for the whole period and €363 thousand (+4.2%) for the third quarter alone.

The recurring EBITDA margin came to 9.7% (+0.8% against the comparison period) and to 6.0% (-0.3% against the comparison period) in the third quarter alone.

The Americas

Gross operating profit (EBITDA) amounted to €30,476 thousand in the first nine months of 2015 (with an EBITDA margin of 21.0%) versus €18,254 thousand in the same period of the prior year (and an EBITDA margin of 18.0%), an increase of €12,222 thousand (+67.0%). The EBITDA margin rose 3.0%.

In the third quarter alone, the gross operating profit (EBITDA) amounted to €12,029 thousand, an increase of €5,656 thousand (+88.7%) against the third quarter of the prior year. The EBITDA margin rose 6.3% against the comparison period to 24.5%.

The result for the whole period reflects the positive impact of the €2,533 thousand in non-recurring income generated as a result of the early termination of a franchising contract.

Net of this item and the exchange differences which had a positive impact of €5,475 thousand (€1,977 thousand of which relative to the third quarter alone), EBITDA was up by €4,214 thousand in the whole period (+23.1%) and by €1,146 thousand (+18.0%) in the third quarter alone.

The recurring EBITDA margin came to 19.3% (+1.3% against the comparison period) and to 19.4% (+1.2% against the comparison period) in the third quarter alone.

Asia Pacific

Gross operating profit (EBITDA) amounted to €34,066 thousand in the first nine months of 2015 (with an EBITDA margin of 30.7%) versus €27,041 thousand in the same period of the prior year (and an EBITDA margin of 27.8%), an increase of €7,025 thousand (+26.0%). The EBITDA margin rose 2.9%. Net of the exchange differences, which had a positive impact of €178 thousand; the increase in EBITDA reached €6,847 thousand (+25.3%) and reflects both the strong increase recorded in New Zealand and the continuous growth of business in Australia.

In the third quarter alone gross operating profit (EBITDA) amounted to €11,414 thousand, an increase of €624 thousand (+5.8%) against the third quarter of the prior year. The EBITDA margin rose 1.1% against the comparison period to 30.6%. Net of the exchange differences, which had a negative impact of €936 thousand, EBITDA increased by €1,560 thousand (+14.5%).

Operating profit (EBIT)

(€ thousands) First nine months 2015 First nine months 2014
Recurring Non recurring Total Recurring Non recurring Total
Operating profit (EBIT) 70,288 (4,787) 65,501 48,962 - 48,962
(€ thousands) Q3 2015 Q3 2014
Recurring Non recurring Total Recurring Non recurring Total
Operating profit (EBIT) 17,233 2,005 19,238 13,604 - 13,604

Operating profit (EBIT) amounted to €65,501 thousand in the first nine months of 2015 versus €48,962 thousand in the same period of the prior year, an increase of €16,539 thousand (+33.8%). with the EBIT margin rising 1.0% against the 7.9% posted in the first nine months of 2014 to 8.9%.

In the third quarter alone the operating profit (EBIT) amounted to €19,238 thousand, an increase of €5,634 thousand (+41.4%) against the third quarter of the prior year. The EBIT margin rose 1.6% against the comparison period to 8.2%.

The result posted in the period was impacted by the €4,787 thousand in non-recurring items described above in the section on EBITDA.

Exchange differences had a positive impact on the whole period of €4,559 thousand and of €444 thousand on the third quarter alone.

Net of the above mentioned items, the increase against the comparison period reached €16,767 thousand (+34.2%) for the whole period and €3,185 thousand (+23.4%) for the third quarter alone.

The recurring EBIT margin came to 9.6% (+1.7% against the comparison period) and to 7.4% (+0.8% against the comparison period) in the third quarter alone.

With respect to the gross operating profit (EBITDA), EBIT was influenced by higher depreciation and amortization as a result of the investments made beginning in 2014 in both the opening of new stores and IT systems.

(€ thousands) First nine
months 2015
EBIT Margin First nine
months 2014
EBIT Margin Change Change %
EMEA 12,721 2.7% 14,647 3.4% (1,926) -13.1%
The Americas 27,050 18.6% 15,548 15.3% 11,502 74.0%
Asia Pacific 25,730 23.2% 18,767 19.3% 6,963 37.1%
Total 65,501 8.9% 48,962 7.9% 16,539 33.8%
(€ thousands) Q3 2015 EBIT Margin Q3 2014 EBIT Margin Change Change %
EMEA (600) -0.4% 244 0.2% (844) -345.9%
The Americas 10,987 22.4% 5,446 15.5% 5,541 101.7%
Asia Pacific 8,851 23.8% 7,914 37.2% 937 11.8%
Total 19,238 8.2% 13,604 6.6% 5,634 41.4%

The following table shows the breakdown of EBIT by geographical region:

The following table shows the breakdown of EBIT by geographical region with reference to the recurring transactions:

(€ thousands) First nine
months 2015
EBIT Margin First nine
months 2014
EBIT Margin Change Change %
EMEA 20,041 4.2% 14,647 3.4% 5,394 36.8%
The Americas 24,517 16.9% 15,548 15.3% 8,969 57.7%
Asia Pacific 25,730 23.2% 18,767 19.3% 6,963 37.1%
Total 70,288 9.6% 48,962 7.9% 21,326 43.6%
(€ thousands) Q3 2015 EBIT Margin Q3 2014 EBIT Margin Change Change %
EMEA (72) 0.0% 244 0.2% (316) -129.4%
The Americas 8,454 17.2% 5,446 15.5% 3,008 55.2%
Asia Pacific 8,851 23.8% 7,914 37.2% 937 11.8%
Total 17,233 7.4% 13,604 6.6% 3,629 26.7%

Europe, Middle-East and Africa

Operating profit (EBIT) amounted to €12,721 thousand in the first nine months of 2015 versus €14,647 thousand in the same period of the prior year, a drop of €1,926 thousand (-13.1%). The EBIT margin declined 0.7% against the 3.4% posted in the first nine months of 2014 to 2.7%.

In the third quarter an operating loss of €600 thousand was posted, a decrease of €844 thousand (-345.9%) against the third quarter of the prior year.

The result posted in the period was impacted by the €7,320 thousand in non-recurring costs, €528 thousand of which incurred in the third quarter, described above in the section on EBITDA.

Exchange differences had a negative impact on the whole period of €512 thousand and of €700 thousand on the third quarter alone.

Net of the above mentioned items, the increase against the comparison period reached €5,906 thousand (+40.3%) for the whole period and €384 thousand (+157.4%) for the third quarter alone.

The recurring EBIT margin came to 4.2% (+0.8% against the comparison period), while the EBIT margin basically reached break-even in the third quarter (-0.2% against the comparison period).

With respect to the gross operating profit (EBITDA), EBIT was influenced by higher depreciation and amortization as a result of the investments made beginning in 2014 in both the opening of new stores and IT systems.

The Americas

Operating profit (EBIT) amounted to €27,050 thousand in the first nine months of 2015 versus €15,548 thousand in the same period of the prior year, an increase of €11,502 thousand (+74.0%). The EBIT margin rose 3.3% against the 15.3% posted in the first nine months of 2014 to 18.6%.

In the third quarter alone the operating profit (EBIT) amounted to €10,987 thousand, an increase of €5,541 thousand (+101.7%) against the third quarter of the prior year. The EBIT margin rose 6.9% against the comparison period to 22.4%.

The result reflects the positive impact of the €2,533 thousand in non-recurring income described above in the section on EBITDA.

Net of this item and the exchange differences, which had a positive impact of €5,023 thousand (€1,873 thousand of which relative to the third quarter alone), EBITDA was up by €3,946 thousand (+25.4%) in the whole period and by €1,135 thousand (+20.8%) in the third quarter alone.

The recurring EBIT margin came to 16.9% (+1.6% against the comparison period) and to 17.2% (+1.7% against the comparison period) in the third quarter alone.

Asia Pacific

Operating profit (EBIT) amounted to €25,730 thousand in the first nine months of 2015 versus €18,767 thousand in the same period of the prior year, an increase of €6,963 thousand (+37.1%). with the EBIT margin rising 3.9% against the 19.3% posted in first nine months of 2014 to 23.2%. Net of the exchange differences, which had a positive impact of €48 thousand, the increase in EBIT reached €6,915 thousand (+36.8%), in line with the change in EBITDA described above.

In the third quarter alone operating profit (EBIT) amounted to €8,851 thousand, an increase of €937 thousand (+11.8%) against the third quarter of the prior year. The EBIT margin was in line with the comparison period at 23.8%. Net of the exchange differences, which had a negative impact of €729 thousand, EBIT increased by €1,666 thousand (+21.1%).

(€ thousands) First nine months 2015 First nine months 2014
Recurring Non recurring Total Recurring Non recurring Total
Profit before tax 53,666 (6,362) 47,304 31,969 - 31,969
(€ thousands) Q3 2015 Q3 2014
Recurring Non recurring Total Recurring Non recurring Total
Profit before tax 11,503 3,371 14,874 8,554 - 8,554

Profit before tax

Profit before tax for the first nine months of 2015 came to €47,304 thousand (with a gross profit margin of 6.4%) versus €31,969 in the same period of the prior year (and a gross profit margin of 5.1%), an increase of €15,335 thousand (+48.0%).

In addition to the €4,787 thousand in non-recurring costs described above in the section on EBITDA, the profit before tax was also impacted by the following non-recurring items:

  • the make whole payment of €4,271 thousand made as a result of the advance repayment of the USD 70 million private placement 2006-2016. This amount represents the interest payable to investors as of the repayment date (13 May 2015) through the natural expiration of the private placement (2 August 2016) calculated by applying the discount rate established in the contract of 50 bps to future coupon payments increased by an estimated reinvestment rate of 36 bps. If advance payment had not been made the coupons payable to investors would have

amounted to €2,587 thousand in 2015 and €2,397 thousand in 2016. Since the return on cash and cash equivalents is currently very low, with interest rates close to zero, the impact of this transaction in terms of lower interest income is negligible;

  • income of €1,429 thousand recognized in the US following elimination of the provisions made for receivables which were repaid entirely by the franchisee who terminated the franchise agreement in advance (described above);
  • financial income of €1,267 thousand recognized in New Zealand following the acquisition of 100% of Dilworth Hearing Ltd (already 40% held) based on the provisions of IFRS 3R relating to step up acquisitions.

Net of these non-recurring items, which amounted to €6,362 thousand, the increase in profit before tax against the comparison period would have reached €21,697 thousand (+67.9%). In addition to the increase in EBIT described above and the lower exchange costs, the profit before tax also benefitted from an initial decline in interest payable as a result of the advance repayment of the last tranche of the private placement 2006-2016.

In the third quarter alone the profit before tax reached €14,874 thousand, an increase of €6,320 thousand against the third quarter of the prior year (€2,949 thousand relates to non-recurring items).

Net profit attributable to the Group

(€ thousands) First nine months 2015 First nine months 2014
Recurring Non recurring Total Recurring Non recurring Total
Net profit attributable to the
Group
29,303 (3,980) 25,323 15,453 10,638 26,091
(€ thousands) Q3 2015 Q3 2014
Recurring Non recurring Total Recurring Non recurring Total
Net profit attributable to the
Group
4,775 1,999 6,774 3,529 - 3,529

The Group's net profit, which was impacted by the non-recurring costs of €3,980 thousand, net of the tax effect, described above, came to €25,323 thousand in the first nine months of 2015 (with a profit margin of 4.0%) versus €26,091 thousand in the comparison period (and a profit margin of 2.5%), but which had also benefitted from the €10,638 thousand in one-off tax income recorded in Australia.

The Group's recurring net profit was up by €13,850 thousand (+89.6%) against the comparison period.

In the third quarter alone the Group's net profit amounted to €6,774 thousand, an increase of €3,245 thousand (+92.0%) against the comparison period. Net of the non-recurring items described above, the increase reached €1,246 thousand (+35.3%).

The tax rate, calculated net of the losses recorded in the United Kingdom for which, in accordance with the principle of prudence, deferred tax assets are not recognized, as well as the profit posted in the Germany for which no taxes were recognized due to carried forward tax losses (against which no deferred tax assets were recognized) and the investment income recorded in New Zealand not subject to tax, reached 39.7%. The rate is lower than the 44.1% recorded in the same period 2014, calculated, again, net of the losses posted in the UK, the profits generated in Germany and the one-off tax income recorded in Australia, thanks to both the deductibility (introduced in Italy in 2015) of the cost of labour for the purposes of IRAP (corporate income tax) and the higher growth in profit before tax posted in countries with tax rates below the Group's average (namely Australia, New Zealand and Switzerland).

CONSOLIDATED BALANCE SHEET BY GEOGRAPHICAL AREA

(€ thousands) 30/09/2015
EMEA The Americas Asia Pacific Elim. Total
Goodwill 247,629 73,902 233,587 - 555,118
Non-competition agreements,
trademarks, customer lists and lease
rights
34,504 3,061 56,870 - 94,435
Software, licences, other intangible fixed
assets, fixed assets in progress and
advances
22,292 10,210 5,051 - 37,553
Tangible assets 79,282 3,401 14,238 - 96,921
Financial fixed assets 3,434 38,826 - - 42,260
Other non-current financial assets 3,742 22 331 - 4,095
Non-current assets 390,883 129,422 310,077 - 830,382
Inventories 30,160 455 1,772 - 32,387
Trade receivables 64,176 29,042 7,157 (746) 99,629
Other receivables 29,313 6,909 1,158 (7) 37,373
Current assets (A) 123,649 36,406 10,087 (753) 169,389
Operating assets 514,532 165,828 320,164 (753) 999,771
Trade payables (55,732) (30,190) (8,601) 746 (93,777)
Other payables (93,741) (6,394) (18,295) 7 (118,423)
Provisions for risks and charges (current
portion)
(4,044) - - - (4,044)
Current liabilities (B) (153,517) (36,584) (26,896) 753 (216,244)
Net working capital (A) - (B) (29,868) (178) (16,809) - (46,855)
Derivative instruments (5,984) - - - (5,984)
Deferred tax assets 42,453 2,208 2,947 - 47,608
Deferred tax liabilities (14,487) (24,082) (16,007) - (54,576)
Provisions for risks and charges (non
current portion)
(22,608) (22,131) (769) - (45,508)
Liabilities for employees' benefits (non
current portion)
(15,613) (219) (1,492) - (17,324)
Loan fees 2,174 - 199 - 2,373
Other non-current payables (2,799) (13) (138) - (2,950)
NET INVESTED CAPITAL 344,151 85,007 278,008 - 707,166
Group net equity 453,879
Minority interests 787
Total net equity 454,666
Net medium and long-term financial
indebtedness
384,495
Net short-term financial indebtedness (131,995)
Total net financial indebtedness 252,500
OWN FUNDS AND NET FINANCIAL
INDEBTEDNESS
707,166
(€ thousands) 31/12/2014
EMEA The Americas Asia Pacific Elim. Total
Goodwill 219,994 67,325 247,503 - 534,822
Non-competition agreements,
trademarks, customer lists and lease
rights
31,054 2,129 65,467 - 98,650
Software, licences, other intangible fixed
assets, fixed assets in progress and
advances
22,158 10,257 4,043 - 36,458
Tangible assets 76,354 3,829 16,005 - 96,188
Financial fixed assets 6,962 40,978 643 - 48,583
Other non-current financial assets 3,346 19 326 - 3,691
Non-current assets 359,868 124,537 333,987 - 818,392
Inventories 26,917 312 1,461 - 28,690
Trade receivables 78,367 25,459 6,307 (778) 109,355
Other receivables 25,724 6,781 564 (10) 33,059
Current assets (A) 131,008 32,552 8,332 (788) 171,104
Operating assets 490,876 157,089 342,319 (788) 989,496
Trade payables (65,650) (28,587) (8,329) 778 (101,788)
Other payables (99,055) (4,236) (21,137) 10 (124,418)
Provisions for risks and charges (current
portion)
(978) - - - (978)
Current liabilities (B) (165,683) (32,823) (29,466) 788 (227,184)
Net working capital (A) - (B) (34,675) (271) (21,134) - (56,080)
Derivative instruments (9,820) - - - (9,820)
Deferred tax assets 40,857 782 3,014 - 44,653
Deferred tax liabilities (12,709) (21,143) (18,146) - (51,998)
Provisions for risks and charges (non
current portion)
(19,404) (20,385) (780) - (40,569)
Liabilities for employees' benefits (non
current portion)
(14,075) (181) (1,456) - (15,712)
Loan fees 2,751 - 272 - 3,023
Other non-current payables - (12) (238) - (250)
NET INVESTED CAPITAL 312,793 83,327 295,519 - 691,639
Group net equity 442,165
Minority interests 1,057
Total net equity 443,222
Net medium and long-term financial
indebtedness
442,484
Net short-term financial indebtedness (194,067)
Total net financial indebtedness 248,417
OWN FUNDS AND NET FINANCIAL
INDEBTEDNESS
691,639

Non-current assets

Non-current assets amounted to €830,382 thousand at 30 September 2015 versus €818,392 thousand at 31 December 2014, an increase of €11,990 thousand explained (i) for €28,792 thousand by capital expenditure; (ii) for €44,122 thousand by acquisitions; (iii) for €38,003 thousand by depreciation and amortization, and (iv) for €22,921 thousand by other net decreases relating primarily to negative exchange differences.

The following table shows the breakdown of non-current assets by geographical region:

(€ thousands) 30/09/2015 31/12/2014 Change
Goodwill 247,629 219,994 27,635
Non-competition agreements, trademarks, customer lists and lease
rights
34,504 31,054 3,450
Software, licences, other intangible fixed assets, fixed assets in
progress and advances
22,292 22,158 134
EMEA Tangible assets 79,282 76,354 2,928
Financial fixed assets 3,434 6,962 (3,528)
Other non-current financial assets 3,742 3,346 396
Non-current assets 390,883 359,868 31,015
Goodwill 73,902 67,325 6,577
Non-competition agreements, trademarks, customer lists and lease
rights
3,061 2,129 932
Software, licences, other intangible fixed assets, fixed assets in
progress and advances
10,210 10,257 (47)
The Americas Tangible assets 3,401 3,829 (428)
Financial fixed assets 38,826 40,978 (2,152)
Other non-current financial assets 22 19 3
Non-current assets 129,422 124,537 4,885
Goodwill 233,587 247,503 (13,916)
Non-competition agreements, trademarks, customer lists and lease
rights
56,870 65,467 (8,597)
Software, licences, other intangible fixed assets, fixed assets in
progress and advances
5,051 4,043 1,008
Asia Pacific Tangible assets 14,238 16,005 (1,767)
Financial fixed assets - 643 (643)
Other non-current financial assets 331 326 5
Non-current assets 310,077 333,987 (23,910)

Europe, Middle-East and Africa

Non-current assets came to €390,883 thousand at 30 September 2015 versus €359,868 thousand at 31 December 2014, an increase of €31,015 thousand explained:

  • for €17,755 thousand, by investments in plant, property and equipment, relating primarily to the renewal of stores as part of the continuing introduction of the new concept store;
  • for €4,028 thousand, by investments in intangible assets, relating primarily to technological infrastructure, implementation of new store and sales support systems and, more specifically, to the renewal of the front-office system;
  • for €35,228 thousand, by acquisitions made during the period;
  • for €26,242 thousand, by amortization, depreciation and impairment;
  • for €246 thousand, by other net increases.

The Americas

Non-current assets came to €129,422 thousand at 30 September 2015 versus €124,537 thousand at 31 December 2014, an increase of €4,885 thousand explained:

  • for €1,415 thousand, by investments in plant, property and equipment, relating primarily to the renewal and opening of stores in Canada;
  • for €1,684 thousand, by investments in intangible assets relating primarily to joint investment plans with the franchisees for the renewal and relocation of stores and further implementation of front-office systems;
  • for €3,725 thousand, by acquisitions made during the period;
  • for €3,426 thousand, by amortization and depreciation;
  • for €1,487 thousand, by other net increases relating primarily to positive exchange differences net of the repayment of non-current receivables by a member of the Elite network that terminated the contract with Amplifon.

Asia Pacific

Non-current assets came to €310,077 thousand at 30 September 2015 versus €333,987 thousand at 31 December 2014, a decrease of €23,910 thousand explained:

  • for €2,501 thousand, by investments in plant, property and equipment, relating primarily to the opening, restructuring and relocation of a few stores;
  • for €1,408 thousand by investments in intangible assets, relating primarily to the implementation of a new front-office system;
  • for €5,169 thousand, by acquisitions made during the period;
  • for €8,319 thousand, by amortization and depreciation;
  • for €24,669 thousand, by other net decreases, primarily exchange differences.

Net invested capital

Net invested capital came to €707,166 thousand al 30 September 2015 versus €691,639 thousand at 31 December 2014, an increase of €15,527 thousand. The increase in non-current assets described above was accompanied by an increase in working capital which was partially offset by an increase in long-term liabilities.

The following table shows the breakdown of net invested capital by geographical area.

(€ thousands) 30/09/2015 31/12/2014 Change
EMEA 344,151 312,793 31,358
The Americas 85,007 83,327 1,680
Asia Pacific 278,008 295,519 (17,511)
Total 707,166 691,639 15,527

Europe, Middle-East and Africa

Net invested capital came to €344,151 thousand at 30 September 2015, an increase of €31,358 thousand against the amount recorded at 31 December 2014. The increase in non-current assets described above was accompanied by an increase in both working capital and long-term liabilities. Factoring without recourse in the period involved trade receivables with a face value of €34,168 thousand (€35,627 thousand in the first nine months of 2014) and VAT credits with a face value of €12,959 thousand (€10,495 thousand in the first nine months of 2014).

The Americas

Net invested capital came to €85,007 thousand at 30 September 2015, an increase of €1,680 thousand against the amount recorded at 31 December 2014. The increase in non-current assets described above and trade receivables as a direct consequence of higher sales was partially offset by an increase in long-term liabilities.

Asia Pacific

Net invested capital came to €278,008 thousand at 30 September 2015, a drop of €17,511 thousand against the amount recorded at 31 December 2014. The decrease in non-current assets described above was partially offset by a rise in working capital following payment of taxes accrued in December 2014.

Net financial indebtedness

(€ thousands) 30/09/2015 31/12/2014 Change
Net medium and long-term financial indebtedness 384,495 442,484 (57,989)
Net short-term financial indebtedness 17,767 17,057 710
Cash and cash equivalents (149,762) (211,124) 61,362
Net financial indebtedness 252,500 248,417 4,083
Group net equity 453,879 442,165 11,714
Minority interests 787 1,057 (270)
Net Equity 454,666 443,222 11,444
Financial indebtedness/Group net equity 0.56 0.56
Financial indebtedness/net equity 0.56 0.56

Net financial indebtedness amounted to €252,500 thousand at 30 September 2015, an increase of €4,083 thousand with respect to 31 December 2014, net of the impact of the €3,271 thousand in non-recurring transactions described below:

  • payment of a first part of the costs linked to the transition of the Group's leadership which amounted to €2,873 thousand;
  • payment of costs linked to regional optimization in the Netherlands which amounted to €344 thousand;
  • the make whole payment due as a result of the advance repayment of the private placement 2006-2016 which amounted to €4,271 thousand;
  • receipt of €10,579 thousand following termination of a contract with Amplifon by a member of the Elite network (and former franchisee of the Sonus network) explained €1,158 thousand by the repayment of trade receivables, for €1,080 thousand by the sale of goods, for €6,371 thousand by the payment of older debt relative to the sale of Sonus stores, and for €2,154 thousand by the payment of a termination fee.

Despite the seasonality that characterizes the first few months of the year, cash flow generated by current operations reached a positive €103,165 thousand in the period after absorbing interest payable and taxes: the slight increase in debt is, in fact, a direct consequence of the capex and acquisitions made during the period (€63,507 thousand) and the payment of dividends in the period (€9,356 thousand).

At 30 September 2015 total financial indebtedness amounted to €252,500 thousand against cash and cash equivalents totalling €149,762 thousand. Long term debt amounted to €384,495 thousand, €6,989 thousand of which relating to the best estimate of the deferred payments for acquisitions. Short term debt amounted to €17,767 thousand, €3,656 thousand of which explained by the interest payable on the Eurobond and the private placement and €7,450 thousand of which relating to the best estimate of the deferred payments for acquisitions.

Excluding these items, as shown in the chart below, debt is primarily long term (falling due beginning in 2018). Cash and cash equivalents, which amount to €149.8 million, ensure the

flexibility needed to take advantage of any opportunities to consolidate and develop business that might materialize.

Interest payable on financial indebtedness amounted to €19,650 thousand at 30 September 2015, versus €16,389 thousand at 30 September 2014. When looking at this number it is important to bear in mind that the financial expenses incurred in the period reflect:

  • the make whole payment of €4,270 thousand incurred when the USD 70 million Private Placement 2006-2016 was repaid in advance on 13 May 2015. This amount represents the interest payable to investors as of the repayment date through the natural expiration of the private placement (2 August 2016) and was calculated by applying the discount rate established in the contract of 50 bps to future coupon payments increased by an estimated reinvestment rate of 36 bps. If advance payment had not been made the coupons payable to investors would have amounted to €2,587 thousand in 2015 and €2,397 thousand in 2016. Since the return on cash and cash equivalents is currently very low, with interest rates close to zero, the impact of this transaction in terms of lower interest income is negligible;
  • the positive impact of the elimination of the provisions for the receivables payable by the member of the Elite network who, as described above, terminated the contract with Amplifon and settled all outstanding debt (both trade and financial payables).

Interest receivable on bank deposits at 30 September 2015 reached €611 thousand, versus €635 thousand at 30 September 2014.

Covenant:

The USD 130 million private placement 2013-2025 (equal to €100.9 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885) is subject to the following covenants:

  • ratio of Group net debt/equity must not exceed 1.5;
  • ratio of Group net debt/EBITDA in the last 4 quarters (determined based solely on recurring operations and figures which have been restated in the event the Group's structure has changed significantly) must not exceed 3.5.

In the event of relevant acquisitions, the above ratios may be increased to 2.0 and 4.0, respectively, for a period of not more than 12 months, 2 times over the life of the loan.

At 30 September 2015 these ratios were as follows:

Value
Net financial indebtedness/Group net equity 0.56
Net financial indebtedness/EBITDA for the last 4 quarters 1.52

In accordance with standard international practices, the private placement is subject to other covenants, which limit the issue of guarantees, certain sale and lease back transactions, as well as other extraordinary transactions.

Neither the €275 million Eurobond maturing in 2018 issued in July nor the remaining €0.3 million of long term debt, including the short term portions, are subject to covenants.

The ratio of net debt/net invested capital at 30 September 2015 was 35.70% (35.92% at 31 December 2014).

The reasons for the changes in net debt are detailed in the next section on the statement of cash flows.

CASH FLOW

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 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) First nine months
2015
First nine months
2014
OPERATING ACTIVITIES
Net profit (loss) attributable to the Group 25,323 26,091
Minority interests (164) 6
Amortization, depreciation and write-downs:
- Intangible fixed assets 17,863 16,088
- Tangible fixed assets 20,140 18,186
- Goodwill - -
Total amortization, depreciation and write-downs 38,003 34,274
Provisions 17,307 11,576
(Gains) losses from sale of fixed assets (435) 73
Group's share of the result of associated companies 3 (227)
Financial income and charges 18,194 17,220
Current and deferred income taxes 22,145 5,871
Change in assets and liabilities:
- Utilization of provisions (4,870) (5,262)
- (Increase) decrease in inventories (1,765) 1,269
- Decrease (increase) in trade receivables 11,338 19,171
- Increase (decrease) in trade payables (10,994) (15,994)
- Changes in other receivables and other payables (10,929) (16,264)
Total change in assets and liabilities (17,220) (17,080)
Dividends received 9 181
Net interest charges (19,110) (15,839)
Taxes paid (25,351) (8,325)
Cash flow generated from (absorbed by) operating activities 58,704 53,821
INVESTING ACTIVITIES:
Purchase of intangible fixed assets (7,120) (6,719)
Purchase of tangible fixed assets (21,671) (21,882)
Consideration from sale of tangible fixed assets and businesses 8,508 5,173
Cash flow generated from (absorbed by) investing activities (20,283) (23,428)
Cash flow generated from operating and investing activities (Free cash flow) 38,421 30,393
Business combinations (*) (34,716) (28,337)
(Purchase) sale of other investments and securities 4,809 (81)
Cash flow generated from acquisitions (29,907) (28,418)
Cash flow generated from (absorbed by) investing activities (50,190) (51,846)
(€ thousands) First nine months
2015
First nine months
2014
FINANCING ACTIVITIES:
Other non-current assets (988) (6,525)
Distributed dividends (9,356) (9,350)
Treasury shares (4,545) -
Capital increases (reduction)/third parties contributions in subsidiaries / dividends paid to third parties by
the subsidiaries
4,133 1,152
Cash flow generated from (absorbed by) financing activities (10,756) (14,723)
Changes in net financial indebtedness (2,242) (12,748)
Net financial indebtedness at the beginning of the period (248,417) (275,367)
Effect of exchange rate fluctuations on net financial indebtedness (1,841) (1,428)
Changes in net indebtedness (2,242) (12,748)
Net financial indebtedness at the end of the period (252,500) (289,543)

(*) The item refers to the net cash flow absorbed by the acquisition of businesses and equity investments.

The change in net financial indebtedness of €4,083 thousand is attributable to:

  • (i) Investment activities:
  • capital expenditure on property, plant and equipment and intangible investments of €28,791 thousand relating primarily to the renewal and repositioning of stores based on the concept store, technological infrastructure, the implementation of new front-office systems and of the new version of the Group's back-office system;
  • acquisitions of €34,716 thousand including the debt of the acquired companies;
  • net proceeds from the disposal of other assets, equity investments and securities amounting to €13,317 thousand explained for €6,371 thousand by the payment of old debt relative to the sale of a business unit to a member of the Elite network (and former franchisee of the Sonus network) who terminated the contract with Amplifon and for €1,080 thousand by the sale of goods to the same party.
  • (ii) Operating activities:
    • interest payable on financial indebtedness and other net financial charges of €19,110 thousand, €4,271 thousand of which relative to the make whole payment due as a result of the advance repayment of the private placement 2006-2016;
    • payment of taxes amounting to €25,351 thousand, a significant increase against the comparison period which had benefitted from the €7,991 thousand one-off tax refund posted in Australia;
    • cash flow generated by operations of €103,165 thousand.
  • (iii) Financing activities:

    • payment of €9,356 thousand in dividends to shareholders;
    • net proceeds from capital increases following the exercise of stock options of €4,133 thousand;
    • purchase of treasury shares amounting to €4,545 thousand;
  • increase in non-current assets relating primarily to loans granted by the American companies to franchisees for the renewal of stores, investments and development in the US which amounted to €988 thousand, net of repayments.

  • (iv) Negative exchange differences of €1,841 thousand.

The cash flow generated by non-recurring transactions described above in the section about the change in net financial debt reached €3,271 thousand in the first nine months of the year and €7,991 thousand in the comparison period:

(€ thousands) First nine months
2015
First nine months
2014
Cash flow generated from (absorbed by) operating activities (4,180) 7,991
Cash flow generated from (absorbed by) investing activities 7,451 -
Cash flow generated from operating and investing activities (Free cash flow) 3,271 7,991
Cash flow generated from (absorbed by) financing activities - -
Cash flow generated from (absorbed by) non recurring activities 3,271 7,991

ACQUISITION OF COMPANIES AND BUSINESSES

In first nine months of 2015 the Group continued to grow externally and made a series of acquisitions involving small regional chains (for a total of more than 100 stores and contact points) with a view to increasing regional coverage.

More in detail:

  • 57 stores were acquired in Germany;
  • 27 stores were acquired in France;
  • the remaining shares of Dilworth Hearing Limited, already 40% held, were purchased in New Zealand. Dilworth Hearing, manages six stores in Auckland and Hamilton;
  • 3 stores were acquired in Canada;
  • a client list relating to 5 stores in Oklahoma was purchased in the United States;
  • 2 stores were acquired in Belgium;
  • total control of Bon Ton Hearing & Speach Ltd was acquired in Israel (already 8.9% held) which manages 3 stores;
  • 3 stores were acquired in Spain.

The total investment amounted to €34,716 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.

TREASURY SHARES

Implementation of the buyback program approved during the Shareholders' Meetings held on 16 April 2014 and on 21 April 2015 continued in the period. The program, the purpose of which is to increase treasury shares in order to service stock-based incentive plans, also provides the Company with a valid means with which to stabilize and sustain the stock, as well as ensure the availability of treasury shares to use as a form of payment for acquisitions. As resolved by the shareholders, the treasury shares may be purchased on one or more occasions on a revolving basis for up to a total number of new shares, which together with the treasury shares already held and in accordance with the law, amounts to 10% of the company's share capital. The purchase price of the shares may not be 10% higher or lower than the stock price registered at the close of the trading session prior to each single purchase. At 30 September 2015 667,000 shares had been purchased at an average price of €6.81 as part of this program.

A total of 1,946,375 of the performance stock grant rights assigned in 2011 vested in the period and 1,407,292 rights were exercised, as a result of which the Company transferred the same number of treasury shares to the beneficiaries.

The treasury shares held at 30 September 2015, therefore, now total 6,679,708 or 2.96% of the Company's share capital.

Information relating to the treasury Shares held by the Company purchased in 2005, 2006, 2007, 2014 and 2015, as well as sold in 2015, is provided below.

N. of shares Average purchase price (Euro)
FV of transferred rights (Euro)
Total amount (Euro)
Held at 31 December 2014 7,420,000 6.273 46,547,235
Purchased in 2015 667,000 6.814 4,545,062
Transfers due to Performance Stock grants - January 2011 (803,875) 4.161 (3,344,522)
Transfers due to Performance Stock grants - May 2011 (603,417) 4.432 (2,674,308)
Total at 30 September 2015 6,679,708 6.748 45,073,467

SUBSEQUENT EVENTS AFTER 30 SEPTEMBER 2015

On 15 October 2015 the Articles of Incorporation were updated following the partial subscription of a capital increase servicing stock option plans which resulted in the issue of 79,668 ordinary shares of Amplifon S.p.A. with a par value of €0.02 each. The share capital, entirely subscribed and paid-in, amounted to €4,507,954 at 15 October 2015.

On 15 October the Italian government approved the proposed "stability" law for 2016. The proposed legislation calls for a reduction in the corporate income tax of 3.5 percentage points beginning in 2017 and, possibly, as early as 2016. In the event the proposal is confirmed and approved by Parliament, the lower tax rate could result in a write-down of the deferred tax assets recognized in the financial statements of Amplifon S.p.A. of approximately €2 million due to tax amortization of the brand.

On 20 October 2015 shareholders appointed Enrico Vita, formerly the company's Chief Operating Officer, to the Board of Directors and on 22 October 2015 the Board of Directors, after acknowledging the resignation tendered by Franco Moscetti, granted Mr. Vita the powers of the Chief Executive Officer.

Provisions for all the costs related to the transition of the Group's leadership were recognized in this quarterly report.

In October 2015 implementation of the buyback program approved during the Shareholders' Meeting held on 16 April 2014 continued and a total of 70,000 shares were purchased between the end of the half and the date of this report at an average price of €6.903. Exercise of the performance stock grants assigned in 2011 continued as a result of which the Company transferred a total of 35,500 treasury shares to the beneficiaries. The treasury shares held at the date of this report, therefore, now total 6,714,208 or 2.98% of the Company's share capital.

In October 2015 the Group continued to grow externally and made a series of minor acquisitions: seven points of sale were purchased in France and one in Germany.

OUTLOOK

For the rest of 2015 the Group expects to confirm the positive trend in sales and in profitability, continuing to sustain organic growth through adequate investments in marketing and communication, including digital channels, and CRM initiatives. In Europe, in particular, growth is expected to continue and profitability to improve further, thanks also to the accelerated investments in marketing and continuous expansion of the store network. The outlook for America is also positive thanks to the development of new commercial initiatives supporting the growth of Miracle Ear and Elite Hearing Network, as well as the contracts signed by the business unit Amplifon Hearing Health Care with premiere insurance companies. Lastly, in Asia-Pacific organic growth should be stable in both Australia and New Zealand. The Group will continue to pursue, including through external growth, the strategy to strengthen market share in the countries where it already operates and to seek out new development opportunities.

CONTINGENT LIABILITIES AND UNCERTAINTIES

With regard to the investigation, mentioned in the 2014 Annual Financial Report, begun by the Financial Administration of a series of Italian banks in reference to medium/long term loans granted by the latter abroad in order to verify if the loans were subject to substitute tax, ordinary duties, stamps, liens, surveys and government subsidies, including the syndicated loan of €303.8 million and AUD 70 million granted to the Amplifon Group in December 2010 by a pool of 15 Italian and foreign banks to finance the acquisition of the Australian group NHC, in 2015, in addition to what had already taken place in 2014, other Provincial branches of the Financial Administration submitted motions for self-assessment, cancelling previously issued notices due to dismissal of the claims, including the Provincial branch in Milan with regard, specifically, to the Amplifon loan. The first dismissals were issued and the first refunds of the amounts paid to the Financial Administration at the beginning of the dispute were received.

In light of the above Amplifon, its consultants and the banks involved believe, though the uncertainty typical of any dispute remains, the other motions will likely be granted and that the banks will be able to begin the procedures needed to request restitution of any advance payments made.

In Spain, the owner of three stores leased to Amplifon and regularly returned in 2014 when the lease expired, filed suit against Amplifon complaining about the state of the property when it was returned and other alleged breaches. Amplifon believes that the court will find in its favour. In any case, any damage award would not exceed a few thousand Euros.

Currently the Group is not subject to any other particular risks or uncertainties.

CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€ thousands) 30/09/2015 31/12/2014 Change
ASSETS
Non-current assets
Goodwill Note 5 555,118 534,822 20,296
Intangible fixed assets with finite useful life Note 6 131,988 135,108 (3,120)
Tangible fixed assets Note 7 96,921 96,188 733
Investments valued at equity 1,295 2,000 (705)
Financial assets measured at fair value through profit or loss 15 4,512 (4,497)
Long- term hedging instruments 9,164 7,568 1,596
Deferred tax assets 47,609 44,653 2,956
Other assets 45,044 45,762 (718)
Total non-current assets 887,154 870,613 16,541
Current assets
Inventories 32,387 28,690 3,697
Trade receivables 99,629 109,355 (9,726)
Other receivables 37,372 33,059 4,313
Hedging instruments 584 467 117
Cash and cash equivalents 149,762 211,124 (61,362)
Total current assets 319,734 382,695 (62,961)
Current assets 1,206,888 1,253,308 (46,420)
(€ thousands) 30/09/2015 31/12/2014 Change
LIABILITIES
Net Equity
Share capital Note 8 4,508 4,492 16
Share premium account 197,668 191,903 5,765
Treasury shares Note 8 (45,074) (46,547) 1,473
Other reserves (21,127) (9,568) (11,559)
Profit (loss) carried forward 292,581 255,410 37,171
Profit (loss) for the period 25,323 46,475 (21,152)
Group net equity 453,879 442,165 11,714
Minority interests 787 1,057 (270)
Total net equity 454,666 443,222 11,444
Non-current liabilities
Medium/long-term financial liabilities Note 10 391,004 438,719 (47,715)
Provisions for risks and charges 45,508 40,569 4,939
Liabilities for employees' benefits 17,324 15,711 1,613
Hedging instruments - 8,773 (8,773)
Deferred tax liabilities 54,575 51,998 2,577
Payables for business acquisitions 6,989 10,034 (3,045)
Other long-term debt 2,950 250 2,700
Total non-current liabilities 518,350 566,054 (47,704)
Current liabilities
Trade payables 93,777 101,788 (8,011)
Payables for business acquisitions 7,450 1,692 5,758
Other payables 117,451 123,667 (6,216)
Hedging instruments 4 362 (358)
Provisions for risks and charges 4,044 978 3,066
Liabilities for employees' benefits 972 752 220
Short-term financial liabilities Note 10 10,174 14,793 (4,619)
Total current liabilities 233,872 244,032 (10,160)
TOTAL LIABILITIES 1,206,888 1,253,308 (46,420)

CONSOLIDATED INCOME STATEMENT

(€ thousands) First nine months 2015 First nine months 2014 Change
Recurring Non
Recurring
Total Recurring Non
Recurring
Total
Revenues from sales and 733,748 - 733,748 623,349 - 623,349 110,399
services
Operating costs
(626,892) (6,792) (633,684) (539,732) - (539,732) (93,952)
Other income and costs 1,435 2,005 3,440 (381) - (381) 3,821
Gross operating profit
(EBITDA)
108,291 (4,787) 103,504 83,236 - 83,236 20,268
Amortisation, depreciation
and impairment
Amortisation of intangible fixed
assets
(17,779) - (17,779) (16,088) - (16,088) (1,691)
Depreciation of tangible fixed
assets
(19,854) - (19,854) (17,825) - (17,825) (2,029)
Impairment and impairment
reversals of non-current assets
(370) - (370) (361) - (361) (9)
(38,003) - (38,003) (34,274) - (34,274) (3,729)
Operating result 70,288 (4,787) 65,501 48,962 - 48,962 16,539
Financial income, charges
and value adjustments to
financial assets
Group's share of the result of
associated companies valued at
equity
Other income and charges,
impairment and revaluations of
financial assets
Interest income and charges
Other financial income and
charges
(4)
208
(16,197)
515
-
1,267
(2,842)
-
(4)
1,475
(19,039)
515
227
408
(15,319)
(1,042)
-
-
-
-
227
408
(15,319)
(1,042)
(304)
1,140
(3,720)
1,557
Exchange gains and losses 1,715 - 1,715 2,940 - 2,940 (1,225)
Gain (loss) on assets measured
at fair value
(2,859) - (2,859) (4,207) - (4,207) 1,348
(16,622) (1,575) (18,197) (16,993) - (16,993) (1,204)
Profit (loss) before tax 53,666 (6,362) 47,304 31,969 - 31,969 15,335
Current and deferred income
Note 14
tax
Current tax (26,280) 748 (25,532) (16,443) 8,683 (7,760) (17,772)
Deferred tax 1,753 1,634 3,387 (66) 1,955 1,889 1,498
(24,527) 2,382 (22,145) (16,509) 10,638 (5,871) (16,274)
Total net profit (loss) 29,139 (3,980) 25,159 15,460 10,638 26,098 (939)
Net profit (loss) attributable to
Minority interests
(164) - (164) 7 - 7 (171)
Net profit (loss) attributable to
the Group
29,303 (3,980) 25,323 15,453 10,638 26,091 (768)
Income (loss) and earnings per share (€ per share) Note 12 First nine months
2015
First nine months
2014
Earnings per share
-
base
-
diluted
0.11629
0.11270
0.12000
0.11654

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(€ thousands) First nine months
2015
First nine months
2014
Net income (loss) for the period 25,159 26,098
Other comprehensive income (loss) that will not be reclassified subsequently to profit or loss:
Re-measurement of defined benefit plans (1,128) (808)
Tax effect on components of other comprehensive income that will not be reclassified subsequently to profit
or loss
220 160
Total other comprehensive income (loss) that will not be reclassified subsequently to profit or
loss after the tax effect (A)
(908) (648)
Other comprehensive income that will be reclassified subsequently to profit or loss
Gains/(losses) on cash flow hedging instruments 4,458 (5,739)
Gains/(losses) on exchange differences from translation of financial statements of foreign entities (14,581) 27,653
Tax effect on components of other comprehensive income that will be reclassified subsequently to profit or
loss
(1,169) 1,581
Total other comprehensive income (loss) that will be reclassified subsequently to profit or loss after
the tax effect (B)
(11,292) 23,495
Total other comprehensive income (loss) (A)+(B) (12,200) 22,847
Comprehensive income (loss) for the period 12,959 48,945
Attributable to the Group 13,234 48,915
Attributable to Minority interests (275) 30

STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY

Share Stock
premium Treasury option
(€ thousands) Share capital account Legal reserve Other reserves shares reserve reserve
Balance at 1 January 2014 4,482 189,312 934 2,770 (44,091) 15,614
Appropriation of FY 2013 result
Share capital increase 6 947
Dividend distribution
Implicit cost of stock options and stock
grants
5,588
Other changes 366 (429)
- Hedge accounting
- Actuarial gains (losses)
- Translation difference
- Result for first 9 months 2014
Total comprehensive income (loss) for
the period
Balance at 30 September 2014 4,488 190,625 934 2,770 (44,091) 20,773
Share Stock
premium Treasury option
(€ thousands) Share capital account Legal reserve Other reserves shares reserve reserve
Balance at 1 January 2015 4,492 191,902 934 3,607 (46,547) 21,761
Appropriation of FY 2014 result
Share capital increase 16 4,117
Treasury shares (4,545)
Dividend distribution
Implicit cost of stock options and stock
grants
8,196
Other changes 1,649 29 6,018 (7,696)
- Hedge accounting
- Actuarial gains (losses)
- Translation difference
- Result for first 9 months 2015
Total comprehensive income (loss) for
the period
Balance at 30 September 2015 4,508 197,668 934 3,636 (45,074) 22,261
(2,501)
(4,158)
(648)
(4,158)
(648)
(6,874)
(2,551)
(9,350)
2,325
255,255
27,630
27,630
(20,937)
26,091
26,091
26,091
(9,350)
5,588
(239)
(4,158)
(648)
27,630
26,091
48,915
426,483
116
23
7
30
606
(9,350)
5,588
(123)
(4,158)
(648)
27,653
26,098
48,945
427,089
953 953
12,848 (12,848) - -
(2,716)
598
249,432 (48,567) 12,848 380,616 460 381,076
Cash flow
Actuarial gains
hedge reserve
and losses
Profit (loss)
carried forward
Translation
difference
Profit (loss) for
the period
Shareholders'
equity
Minority
interests
Total net equity
Total
Cash flow
hedge reserve
Actuarial gains
and losses
Profit (loss)
carried forward
Translation
difference
Profit (loss) for
the period
Total
Shareholders'
equity
Minority
interests
Total net equity
(7,421) (4,567) 255,410 (23,881) 46,475 442,165 1,057 443,222
46,475 (46,475)
4,133 4,133
(4,545) (4,545)
(9,356) (9,356) (9,356)
8,196 8,196
52 52 5 57
3,289 3,289 3,289
(908) (908) (908)
(14,470) (14,470) (111) (14,581)
25,323 25,323 (164) 25,159
3,289 (908) (14,470) 25,323 13,234 (275) 12,959
(4,132) (5,475) 292,581 (38,351) 25,323 453,879 787 454,666

CONSOLIDATED CASH FLOW STATEMENT

(€ thousands) First nine months
2015
First nine months
2014
OPERATING ACTIVITIES
Net profit (loss) 25,159 26,097
Amortization, depreciation and write-downs:
- intangible fixed assets 17,863 16,088
- tangible fixed assets 20,140 18,186
- goodwill
Provisions 17,307 11,576
(Gains) losses from sale of fixed assets (435) 73
Group's share of the result of associated companies 3 (227)
Financial income and charges 18,194 17,220
Current, deferred tax assets and liabilities 22,145 5,871
Cash flow from operating activities before change in working capital 120,376 94,884
Utilization of provisions (4,870) (5,262)
(Increase) decrease in inventories (1,765) 1,269
Decrease (increase) in trade receivables 11,338 19,171
Increase (decrease) in trade payables (10,994) (15,994)
Changes in other receivables and other payables (10,929) (16,264)
Total change in assets and liabilities (17,220) (17,080)
Dividends received 10 181
Interest received (paid) (25,479) (21,261)
Taxes paid (25,351) (8,325)
Cash flow generated from (absorbed by) operating activities (A) 52,336 48,399
INVESTING ACTIVITIES:
Purchase of intangible fixed assets (7,120) (6,719)
Purchase of tangible fixed assets (21,671) (21,882)
Consideration from sale of tangible fixed assets 8,508 5,173
Cash flow generated from (absorbed by) operating investing activities (B) (20,283) (23,428)
Purchase of subsidiaries and business units (35,575) (30,026)
Increase (decrease) in payables through business acquisition 3,266 4,958
(Purchase) sale of other investments, business units and securities 4,809 (81)
Cash flow generated from (absorbed by) acquisition activities (C) (27,500) (25,149)
Cash flow generated from (absorbed by) investing activities (B+C) (47,783) (48,576)
FINANCING ACTIVITIES:
Increase (decrease) in financial payables (57,127) 929
(Increase) decrease in financial receivables 1,870 1,886
Derivatives instruments and other non-current assets - -
Commissions paid for medium/long-term financing - -
Other non-current assets and liabilities (988) (6,525)
Treasury shares (4,545) -
Dividends distributed (9,356) (9,350)
Capital increases and minority shareholders' contributions and dividends paid to third parties by
subsidiaries
4,133 1,152
Cash flow generated from (absorbed by) financing activities (D) (66,013) (11,908)
Net increase in cash and cash equivalents (A+B+C+D) (61,460) (12,086)
(€ thousands) First nine months
2015
First nine months
2014
Cash and cash equivalents at beginning of period 211,124 170,322
Effect of discontinued operations on cash & cash equivalents - (163)
Effect of exchange rate fluctuations on cash & cash equivalents (761) 3,532
Liquid assets acquired 859 1,689
Cash and cash equivalents flows (61,460) (12,086)
Cash and cash equivalents at the end of period 149,762 163,294

Related-party transactions relate to rentals 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. They are detailed in Note 13. The impact of these transactions on the Group's cash flows is not material.

SUPPLEMENTARY INFORMATION TO CONSOLIDATED CASH FLOW STATEMENT

The fair values of the assets and liabilities acquired are summarised in the following table:

(€ thousands) First nine months
2015
First nine months
2014
- Goodwill (*) 29,436 10,750
- Customer lists 11,697 13,984
- Trademarks and non-competition agreements - 462
- Other intangible fixed assets 128 171
- Tangible fixed assets 1,111 3,528
- Financial fixed assets - 35
- Current assets 3,375 13,231
- Provisions for risks and charges (3,034) (1,892)
- Current liabilities (6,455) (10,570)
- Other non-current assets and liabilities (1,469) (2,783)
- Minority interests (130) 6
Total investments 34,659 26,922
Net financial debt acquired 916 3,104
Total business combinations 35,575 30,026
(Increase) decrease in payables for businesses combinations (3,266) (4,958)
Disposal of businesses (reduction in earn-outs), purchase of investments and shares (4,809) 81
Cash flow absorbed by (generated from) acquisitions 27,500 25,149
(Cash and cash equivalents acquired) (859) (1,689)
Net cash flow absorbed by (generated from) acquisitions 26,641 23,460

(*) The caption "Goodwill" is represented net of the step-up acquisition, as per IFRS 3R, of the Group Dilworth Hearing Limited in New Zealand. The impact, amounting to €1,673 thousand, represents the fair value at the acquisition date of this investment, 40% of which was already held.

EXPLANATORY NOTES

1. General Information

The Amplifon Group is global leader in the distribution of Hearing Aid systems and in their fitting and customization to meet the needs of hearing impaired patients.

The parent company, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is controlled directly by Ampliter N.V. and indirectly by Amplifin S.p.A., owned by Susan Carol Holland, with 100% of the shares, whilst Anna Maria Formiggini Holland retains usufruct.

The consolidated financial statements at 30 September 2015 have been prepared in accordance with International Accounting Standards and the implementation regulations set out in 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 30 September 2015. International Accounting 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 accounting standard itself and the Group has elected to do so.

The condensed consolidated interim financial statements at 30 September 2015 do not include all the additional information required by the financial statements, and must be read together with the financial statements of the Group at 31 December 2014.

The valuation criteria adopted in the preparation of the condensed consolidated interim financial statements as at 30 September 2015 did not change from those of the consolidated accounts as at 31 December 2014.

The publication of the condensed consolidated interim financial statements of the Amplifon Group at 30 September 2015 was authorised by a resolution of the Board of Directors of 22 October 2015 which approved their distribution to the public.

2. Accounting policies

2.1. Presentation of financial statements

The condensed consolidated interim financial statements at 30 September 2015 have been prepared in accordance with the historical cost convention with the exception of derivative financial instruments, certain financial investments measured at fair value and assets and liabilities hedged by a fair value hedge, as more fully explained hereafter, as well as on the going concern assumption.

The following table lists the international accounting standards and the interpretations approved by IASB and endorsed to be adopted in Europe and applied for the first time in the financial year under review.

Description Endorsement
date
Publication
in O.J.E.C
Effective date Effective date
for Amplifon
Interpretation IFRIC 21 Levies 13 Jun '14 14 Jun '14 Financial years beginning on
or after 17 June '14
1 Jan '15
Annual improvements to IFRSs 2011-2013 18 Dec '14 19 Dec '14 Financial years beginning on
or after 1 Jan '15
1 Jan '15

IFRIC 21 "Levies", an interpretation of IAS 37 "Provisions, contingent liabilities and contingent assets" provides guidance on when to recognize a liability for a levy imposed other than income tax and, in particular, establishes which event triggers the obligation and when the liability should be recognized.

The annual improvements include minor amendments to different standards relating to sections of a few standards that were unclear.

The adoption of these principles does not significantly affect the valuation of assets, liabilities, costs and revenues of the Group.

With respect to the presentation of the financial statements the following should be noted that:

  • statement of financial position: the Group distinguishes between current and non-current assets and liabilities;
  • income statement: the Group classifies costs by nature, as such classification is deemed to be more representative of the mainly commercial and distribution activities carried out by the Group;
  • statement of comprehensive income (loss): this includes the net result of the period and the effects of changes in exchange rates, the cash flow hedge reserve and actuarial gains and losses that are recognised directly in net equity; those items are disclosed on the basis of whether they will potentially be reclassified subsequently to profit or loss;
  • statement of changes in net equity: the Group includes all changes in net equity, including those arising from transactions with the shareholders (dividend distributions, increases in share capital);

  • cash flow statement: this is prepared using the indirect method for defining cash flows deriving from operating activities.

2.2. Use of estimates in preparing the financial statements

Preparation of the financial statements schedules and explanatory notes required the use of estimates and assumptions in respect of the following items:

  • provisions for impairment, calculated on the basis of the asset's estimated realisable value;
  • provisions for risks and charges, calculated on the basis of a reasonable estimate of the amount of the potential liability, not least in relation to any claim made by the counterparty;
  • provisions for obsolescence, in order to adjust the carrying value of inventory to reflect realisable value;
  • provisions for employee benefits, recognised on the basis of the actuarial valuations made;
  • amortisation and depreciation, recognised on the basis of the estimated remaining useful life and recoverable amount;
  • income tax, which is recognised on the basis of the best estimate of the expected 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 exchange rate fluctuations and subject to credit/debit valuation adjustments, which are supported by market quotations.

Estimates are periodically reviewed and any adjustments due to changes in the circumstances which determined such estimates or additional information are recognised in the income statement. The use of reasonable estimates is an essential part of the preparation of the financial statements and does not affect their overall reliability.

The Group tests goodwill for impairment at least once a year .This requires an estimation of the value in use of the cash-generating unit to which the goodwill pertains. This calculation requires estimating of future cash flows and the after-tax discount rate reflecting market conditions at the date of the valuation.

2.3. Future accounting principles and interpretations

The following table lists the international accounting standards and the interpretations approved by IASB and to be adopted in Europe after 30 September 2015:

Description Endorsement
date
Publication
in O.J.E.C
Effective date Effective date
for Amplifon
Defined benefit plans: employee
contributions (amendments to IAS 19)
17 Dec '14 9 Jan '15 Financial years beginning on
or after 1 Feb '15
1 Jan '16
Annual improvements to IFRSs 2010-2012 17 Dec '14 9 Jan '15 Financial years beginning on
or after 1 Feb '15
1 Jan '16

The amendment to IAS 19 "Employee benefits" relates to the accounting of defined benefit plans that call for third party or employee contributions.

The annual improvements include minor amendments to different standards relating to sections of a few standards that were unclear.

Below are the International Financial Reporting Standards, interpretations, amendments to existing standards and interpretations, or specific provisions contained in the standards and interpretations approved by the IASB which on 21 October 2015 had not yet been endorsed for adoption in Europe:

Description Effective date
IFRS 9: financial Instruments (issued on 24 July 2014) Financial years beginning on or after 1 Jan '18
IFRS 15 revenue from contracts with customers (issued on 28 May
2014) and related Amendment (Issued on 11 September 2015),
formalising the deferral of the Effective Date by one year to 2018
Financial years beginning on or after 1 Jan '18
IFRS 14 regulatory deferral accounts (issued on 30 January 2014) Financial years beginning on or after 1 Jan '16
Amendments to IFRS 11: accounting for acquisitions of
interests in Joint Operations (issued on 6 May 2014)
Financial years beginning on or after 1 Jan '16
Amendments to IAS 16 and IAS 38: clarification of acceptable
methods of depreciation and amortization (issued on 12 May 2014)
Financial years beginning on or after 1 Jan '16
Amendments to IAS 16 and IAS 41: bearer plants (issued on 30
June 2014)
Financial years beginning on or after 1 Jan '16
Amendments to IFRS 10 and IAS 28: sale or contribution of assets
between an Investor and its associate or joint venture (issued on 11
September 2014)
To be defined
Annual Improvements to IFRSs 2012–2014 Cycle (issued on 25
September 2014)
Financial years beginning on or after 1 Jan '16
Amendments to IAS 27: equity method in separate financial
statements ( issued on 12 August 2014)
Financial years beginning on or after 1 Jan '16
Amendments to IFRS 10, IFRS 12 and IAS 28: investment entities:
applying the consolidation exception (issued on 18 December 2014)
Financial years beginning on or after 1 Jan '16
Amendments to IAS 1: disclosure initiative (issued on 18 December
2014)
Financial years beginning on or after 1 Jan '16

The issue of the definitive version of IFRS 9 "Financial instruments" completed the project to revise the accounting standard relating to financial instruments. The new standard: (i) changes the way in which financial assets are classified and measured; (ii) introduces the concept of expected credit losses as one of the variables to be considered in the measurement and impairment of

financial assets (iii) changes the hedge accounting model. The new IFRS 9 is effective for annual periods beginning on or after 1 January 2018.

Based on IFRS 15 "Revenue from contracts with customers", the company must recognize revenue when the control of the goods or services is transferred to the customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard introduces a five step model to be used to analyze and recognize revenue in relation to the timing and the amount. It is foreseeable that the new standard could result in a change in the timing of revenue recognition (earlier or later with respect to current standards), as well as the use of new methods (for example, the recognition of revenue at a specific point in time versus over time or vice versa). The new standard calls for additional information about the nature, amount, timing and uncertainty of the revenue streams and cash flows generated by contracts with customers. IFRS 15 will be effective for annual periods beginning on or after 1 January 2017 and may be applied in advance.

The standard, as defined in an amendment to the principle issued on September 11, 2015, must be applied for annual periods beginning on or after 1 January 2018 and earlier application permitted.

IFRS 14 "Regulatory deferral accounts" relates to rate regulated activities, namely sectors subject to regulated tariffs.

The objective of IFRS 11 "Accounting for acquisitions of interests in joint operations" is to clarify the accounting treatment of acquisitions of interests in jointly run business operations.

With the amendments to IAS 16 and IAS 38, IASB clarified that revenue-based amortization cannot be used for property, plant and equipment, insofar as this method is based on factors, such as volumes and sale prices, that do not reflect the actual consumption of the economic benefits pertaining to the underlying asset.

Amendments to IAS 16 "Property, plant and equipment" and IAS 41 "Agriculture", refer to the accounting of fruit trees.

The amendments to IFRS 10 "Consolidated financial statements" and IAS 28 "Investments in associates and joint ventures" resolved a conflict between the two standards relating to the accounting to be used when a parent entity sells or transfers a subsidiary to another entity subject to joint control ("joint venture") or "significant influence" ("associate entity").

The "Annual improvements to IFRSs (2012-2014 Cycle)" include amendments to different standards relating to sections of a few standards that were unclear.

Based on the amendment to IAS 27 "Separate financial statements" investments in subsidiaries, joint ventures and associates must be accounted for using the equity method in the separate financial statements.

"Investment entities: applying the consolidation exception (amendments to IFRS 10, IFRS 12 and IAS 28)" clarifies certain aspects of investment entities.

"Disclosure initiative (Amendments to IAS 1)", clarifies certain aspects relating to the presentation of financial statements, stressing the importance of materiality in the disclosures found in financial statements, pointing out that a specific order in the presentation of the explanatory notes is no longer called for and also provides for the possibility of aggregating/separating items in the financial statements and the items qualifying for minimum disclosure under IAS 1 may be aggregated if not viewed as material.

With regard to IFRS 9 and IFRS 15 described above, the Amplifon Group started the activities aimed at the identification and quantification of the impacts on the consolidated financial statements, while

3. Financial risk management

The condensed consolidated interim financial statements at 30 September 2015 do not include all the additional information on financial risk management that is required in annual financial statements, therefore reference is made to the financial statements of the Group at 31 December 2014 for a detailed analysis of financial risk management.

Fair value hierarchy levels and financial instruments measurement techniques

At 30 September 2015, the Amplifon Group held the following financial instruments measured at fair value:

  • hedging derivatives: these are instruments not listed in official markets; entered into for the purpose of hedging interest-rate and/or currency risk. The fair value of these instruments is determined by the dedicated department using valuation models based on market-derived inputs such as forward interest-rate curve, exchange rates, etc. (source: Bloomberg). The measurement technique adopted is the discounted cash flow approach. Own risk and counterparty risk (credit/debit value adjustments) were taken into account when calculating fair value. These credit/debit value adjustments were determined based on market information such as the value of CDSs (Credit Default Swaps) in order to determine the counterparty risk of individual banks and the yield to maturity of the Eurobond when determining Amplifon's risk and taking into account the mutual break clause where present;
  • financial assets designated at fair value through profit or loss: this item includes investments in bonds and other listed securities made by the subsidiary Amplium AG (previously Amplifon RE

AG). The assets owned by the company are valued at fair value based on the stock exchange prices of the last trading day.

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:

    1. quoted (unadjusted) prices in active markets for identical assets and liabilities;
    1. input data other than the above quoted prices, but which can be observed directly or indirectly in the market;
    1. input data on assets or liabilities not based on observable market data.
30/09/2015
31/12/2014
(€ thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Financial assets at fair value through
profit and loss
15 15 4,512 4,512
Hedging instruments
- Long-term 9,164 9,164 7,568 7,568
- Short-term 584 584 467 467
Liabilities
Hedging instruments
- Long-term (8,773) (8,773)
- Short-term (4) (4) (362) (362)

4. Segment information

The Amplifon Group operates in a single business and is present in three geographical macroareas that refer to specific managerial responsibilities: Europe, Middle East and Africa - EMEA - (Italy, France, The Netherlands, Germany, UK, Ireland, Spain, Portugal, Switzerland, Belgium, Luxembourg, Hungary, Malta, Egypt, Turkey Poland and Israel), the Americas (USA, Canada and Brazil) and Asia-Pacific (Australia, New Zealand and India).

Performance is monitored for each macro geographical area, down to 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. Items in the statement of financial position are measured and monitored as individual financial statements line items. Financial charges are not monitored insofar as they are based on corporate decisions regarding the financing of each region (capital versus borrowings) and, consequently, neither are taxes.

Profit and loss and statement of financial position data by region are determined using the same methods and accounting principles as are applied when preparing the consolidated accounts.

(€ thousands) EMEA THE
AMERICAS
ASIA PACIFIC ELIM. CONSOLIDATED
ASSETS
Non-current assets
Goodwill 247,629 73,902 233,587 555,118
Intangible fixed assets with finite useful life 56,795 13,271 61,922 131,988
Tangible fixed assets 79,282 3,401 14,238 96,921
Investments valued at equity 1,295 1,295
Financial assets measured at fair value through profit and loss 15 15
Hedging instruments 9,164 9,164
Deferred tax assets 42,454 2,208 2,947 47,609
Other assets 5,866 38,847 331 45,044
Total non-current assets 887,154
Current assets
Inventories 30,160 455 1,772 32,387
Receivables 93,489 35,951 8,314 (753) 137,001
Hedging instruments 584 584
Cash and cash equivalents 149,762
Total current assets 319,734
TOTAL ASSETS 1,206,888
LIABILITIES
Net Equity 454,666
Non-current liabilities
Medium/long-term financial liabilities 274,826 116,259 (81) 391,004
Provisions for risks and charges 22,608 22,131 769 45,508
Liabilities for employees' benefits 15,613 219 1,492 17,324
Deferred taxes 14,486 24,082 16,007 54,575
Payables for business acquisitions 5,500 1,489 6,989
Other long-term debt 2,799 13 138 2,950
Total non-current liabilities 518,350
Current liabilities
Trade payables 55,732 30,190 8,601 (746) 93,777
Payables for business acquisitions 4,548 493 2,409 7,450
Other payables 92,873 6,290 18,295 (7) 117,451
Hedging instruments 4 4
Provisions for risks and charges 4,044 4,044
Liabilities for employees' benefits 868 104 972
Short-term financial liabilities 10,174
Total current liabilities 233,872
TOTAL LIABILITIES 1,206,888

Statement of Financial Position as at 30 September 2015

(€ thousands) EMEA THE
AMERICAS
ASIA PACIFIC ELIM. CONSOLIDATED
ASSETS
Non-current assets
Goodwill 219,994 67,325 247,503 534,822
Intangible fixed assets with finite useful life 53,212 12,386 69,510 135,108
Tangible fixed assets 76,354 3,829 16,005 96,188
Investments valued at equity 1,357 643 2,000
Financial assets measured at fair value through profit and loss 4,512 4,512
Hedging instruments 7,568 7,568
Deferred tax assets 40,857 782 3,014 44,653
Other assets 4,439 40,997 326 45,762
Total non-current assets 870,613
Current assets
Inventories 26,917 312 1,461 28,690
Receivables 104,091 32,240 6,871 (788) 142,414
Hedging instruments 467 467
Cash and cash equivalents 211,124
Total current assets 382,695
TOTAL ASSETS 1,253,308
LIABILITIES
Net Equity 443,222
Non-current liabilities
Medium/long-term financial liabilities 438,719
Provisions for risks and charges 19,404 20,385 780 40,569
Liabilities for employees' benefits 14,074 181 1,456 15,711
Hedging instruments 8,773 8,773
Deferred taxes 12,709 21,143 18,146 51,998
Payables for business acquisitions 5,282 2,444 2,308 10,034
Other long-term debt 12 238 250
Total non-current liabilities 566,054
Current liabilities
Trade payables 65,650 28,587 8,329 (778) 101,788
Payables for business acquisitions 1,692 1,692
Other payables 98,376 4,164 21,137 (10) 123,667
Hedging instruments 362 362
Provisions for risks and charges 978 978
Liabilities for employees' benefits 678 74 752
Short-term financial liabilities 14,793
Total current liabilities 244,032
TOTAL LIABILITIES 1,253,308

Statement of Financial Position as at 31 December 2014

Income Statement – First 9 months 2015

(€ thousands) EMEA THE
AMERICAS
ASIA PACIFIC ELIM.
CONSOLIDATED
Revenues from sales and services 477,875 145,047 110,826 733,748
Operating costs (439,488) (117,651) (76,545) (633,684)
Other income and costs 575 3,080 (215) 3,440
Gross operating profit (EBITDA) 38,962 30,476 34,066 103,504
Amortisation, depreciation and impairment
Amortisation (9,784) (2,813) (5,182) (17,779)
Depreciation (16,172) (544) (3,138) (19,854)
Impairment and impairment reversals of non-current
assets
(285) (69) (16) (370)
(26,241) (3,426) (8,336) (38,003)
Operating result 12,721 27,050 25,730 65,501
Financial income, charges and value adjustments to
financial assets
Group's share of the result of associated companies (77) 73 (4)
valued at equity
Other income and charges, impairment and revaluations
1,475
of financial assets
Interest income and charges
(19,039)
Other financial income and charges 515
Exchange gains and losses 1,715
Gain (loss) on assets measured at fair value (2,859)
(18,197)
Net profit (loss) before tax 47,304
Current and deferred income tax
Current income tax (25,532)
Deferred tax 3,387
(22,145)
Total net profit (loss) 25,159
Minority interests (164)
Net profit (loss) attributable to the Group 25,323

Income Statement – First 9 months 2014

(€ thousands) EMEA THE
AMERICAS
ASIA PACIFIC ELIM.
CONSOLIDATED
Revenues from sales and services 424,562 101,435 97,352 623,349
Operating costs (385,965) (83,653) (70,114) (539,732)
Other income and costs (656) 472 (197) (381)
Gross operating profit (EBITDA) 37,941 18,254 27,041 83,236
Amortisation, depreciation and impairment
Amortisation (8,667) (2,431) (4,990) (16,088)
Depreciation (14,266) (275) (3,284) (17,825)
Impairment and impairment reversals of non-current
assets
(361) (361)
(23,294) (2,706) (8,274) (34,274)
Operating result 14,647 15,548 18,767 48,962
Financial income, charges and value adjustments to
financial assets
Group's share of the result of associated companies
valued at equity
129 98 227
Other income and charges, impairment and revaluations
of financial assets
408
Interest income and charges (15,319)
Other financial income and charges (1,042)
Exchange gains and losses 2,940
Gain (loss) on assets measured at fair value (4,207)
(16,993)
Net profit (loss) before tax 31,969
Current and deferred income tax
Current income tax (7,760)
Deferred tax 1,889
(5,871)
Total net profit (loss) 26,098
Minority interests 7
Net profit (loss) attributable to the Group 26,091

5. Acquisitions and goodwill

During the first nine months of 2015 the Group continued its external growth and finalized a number of acquisitions of small regional chains with the aim of increasing the coverage (totalling 100 stores and point of sales). In detail:

  • in EMEA 57 stores were purchased in Germany, 27 in France, 3 in Spain and 2 in Belgium. Furthermore in Israel the control of the company Bon Ton Hearing & Speach Ltd (formerly owned 8.9 %) that operates 3 stores was acquired;
  • in Asia and Oceania, the purchase of the remaining shares of the group Dilworth Hearing Limited already held at 40% and that manages 6 stores was completed;
  • in the Americas 3 stores were acquired in Canada and a client list relating to 5 stores was acquired in the United States.

A total of €34,716 thousand was invested during the period, including the acquired financial position and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years.

A summary of the book values and fair values of assets and liabilities, deriving from the provisional allocation of the purchase price paid in business combinations (with the exclusion of purchase of minorities from associated companies) is provided in the following table.

(€ thousands) EMEA The
Americas
Asia
Pacific
Total (*)
Cost of acquisitions of the period 28,448 3,197 4,671 36,316
Assets and liabilities acquired – Book value
Current assets 1,895 289 346 2,530
Current liabilities (4,540) (283) (742) (5,565)
Net working capital (2,645) 6 (396) (3,035)
Other intangible and tangible assets 851 67 321 1,239
Provisions for risks and charges (3,034) - - (3,034)
Other non-current assets and liabilities 73 4 - 77
Non-current assets and liabilities (2,110) 71 321 (1,718)
Net invested capital (4,755) 77 (75) (4,753)
Minority interests - - (130) (130)
Net financial position (125) (340) 403 (62)
NET EQUITY ACQUIRED - BOOK VALUE (4,880) (263) 198 (4,945)
DIFFERENCE TO BE ALLOCATED 33,328 3,460 4,473 41,261
ALLOCATIONS
Customer lists 8,805 1,488 1,404 11,697
Deferred tax assets 1,892 5 17 1,914
Deferred tax liabilities (2,868) (199) (394) (3,461)
Total allocations 7,829 1,294 1,029 10,152
TOTAL GOODWILL 25,499 2,166 3,444 31,109

(*) The caption "Goodwill" is represented net of the step-up acquisition, as per IFRS 3R, of the Group Dilworth Hearing Limited in New Zealand. The impact amounting to €1,673 thousand represents the fair value at the acquisition date of this investment, 40% of which was already held.

Changes in goodwill and the amounts recorded for this, following acquisitions completed in the period, are provided in the following table, divided by country.

(€ thousands) Net carrying
value at
31/12/2014
Business
combinations
Disposals Impairment Other net
changes
Net carrying
value at
30/09/2015
Italy 576 - - - - 576
France 58,094 3,494 - - - 61,588
Iberian Peninsula 23,975 482 - - - 24,457
Hungary 1,026 - - - 2 1,028
Switzerland 11,918 - - - 1,211 13,129
The Netherlands 32,781 - - - - 32,781
Belgium and Luxembourg 9,305 86 - - - 9,391
Germany 61,778 21,405 - - - 83,183
Poland 217 - - - - 217
United Kingdom and Ireland 15,729 - - - 860 16,589
Turkey 1,057 - - - (12) 1,045
Israel 3,538 32 - - 75 3,645
USA and Canada 64,877 2,166 - - 5,100 72,143
Brazil 2,448 - - - (689) 1,759
Australia and New Zealand 245,072 3,444 - - (17,467) 231,049
India 2,431 - - - 107 2,538
Goodwill 534,822 31,109 - - (10,813) 555,118

Business combinations contains the provisional allocation to goodwill of the portion of the purchase price not directly attributable to the fair value of the assets and liabilities, but which reflects the expectations of obtaining a positive contribution in terms of free cash flow for an indefinite period.

The item "Other net changes" refers mainly to exchange gains.

6. Intangible fixed assets

The following table shows the changes in intangible fixed assets

Historical cost at Accumulated
amortisation and
write-downs at
Net book value at Historical cost at Accumulated
amortisation and
write-downs at
Net book value at
(€ thousands) 31/12/2014 31/12/2014 31/12/2014 30/09/2015 30/09/2015 30/09/2015
Software 67,232 (46,432) 20,800 71,241 (51,927) 19,314
Licenses 9,411 (7,572) 1,839 9,845 (8,192) 1,653
Non-competition agreements 4,765 (4,765) - 3,586 (3,586) -
Customer lists 162,359 (86,407) 75,952 171,019 (95,561) 75,458
Trademarks and concessions 32,350 (10,085) 22,265 29,675 (11,184) 18,491
Other 20,402 (8,979) 11,423 22,062 (9,604) 12,458
Fixed assets in progress and
advances
2,829 - 2,829 4,614 - 4,614
Total 299,348 (164,240) 135,108 312,042 (180,054) 131,988
(€ thousands) Net book
value at
31/12/2014
Investments Disposals Amortisation Business
combinations
Impairment Other net
changes
Net book
value at
30/09/2015
Software 20,800 2,205 (17) (5,013) 13 - 1,326 19,314
Licenses 1,839 389 - (599) 7 - 17 1,653
Non-competition
agreements
- - - - - - - -
Customer lists 75,952 - (19) (9,115) 11,697 (69) (2,988) 75,458
Trademarks and
concessions
22,265 - - (2,035) - - (1,739) 18,491
Other 11,423 2,136 (811) (1,017) 108 - 619 12,458
Fixed assets in progress
and advances
2,829 2,390 (1) - - (15) (589) 4,614
Total 135,108 7,120 (848) (17,779) 11,825 (84) (3,354) 131,988

Changes in "business combinations" amount to €11,825 thousand and refers to the provisional purchase price allocation of the acquisitions made in Europe as described in Note 5.

The increase in intangible assets in the period is primarily attributable to:

  • investments in technological infrastructure and new implementation of stores and sales support systems, with particular reference to the renewal of the front-office system;
  • joint investment plans with the franchisees for the renovation and relocation of stores.

Other net changes were mainly due to exchange rate fluctuations during the period.

7. Tangible fixed assets

The following table shows the changes in tangible fixed assets:

(€ thousands) Historical cost
at 31/12/2014
Accumulated
amortisation and
write-downs at
31/12/2014
Net book value at
31/12/2014
Historical cost
at 30/09/2015
Accumulated
amortisation and
write-downs at
30/09/2015
Net book value at
30/09/2015
Land 162 - 162 162 - 162
Buildings, constructions and
leasehold improvements
103,334 (64,522) 38,812 111,816 (72,934) 38,882
Plant and machines 30,778 (24,038) 6,740 32,632 (25,747) 6,885
Industrial and commercial
equipment
38,184 (25,326) 12,858 39,959 (26,938) 13,021
Motor vehicles 5,619 (3,168) 2,451 6,261 (3,158) 3,103
Computers and office machinery 33,571 (26,347) 7,224 36,484 (29,591) 6,893
Furniture and fittings 68,245 (44,179) 24,066 71,312 (47,693) 23,619
Other tangible fixed assets 3,536 (2,391) 1,145 3,829 (2,803) 1,026
Fixed assets in progress and
advances
2,730 - 2,730 3,330 - 3,330
Total 286,159 (189,971) 96,188 305,785 (208,864) 96,921
(€ thousands) Net book
value at
31/12/2014 Investments Disposals Amortisation Business
combinations
Impairment Other net
changes
Net book
value at
30/09/2015
Land 162 - - - - - - 162
Buildings, constructions and leasehold
improvements
38,812 5,816 (690) (7,563) 356 (124) 2,275 38,882
Plant and machines 6,740 1,516 (16) (1,542) 292 (5) (100) 6,885
Industrial and commercial equipment 12,858 2,631 (9) (2,220) 40 (66) (213) 13,021
Motor vehicles 2,451 1,516 (43) (978) 18 (2) 141 3,103
Computers and office machinery 7,224 1,824 (20) (2,677) 67 (5) 480 6,893
Furniture and fittings 24,066 4,524 (3) (4,613) 233 (68) (520) 23,619
Other tangible fixed assets 1,145 174 (3) (261) 105 (16) (118) 1,026
Fixed assets in progress and advances 2,730 3,670 (31) - - - (3,039) 3,330
Total 96,188 21,671 (815) (19,854) 1,111 (286) (1,094) 96,921

Capital expenditure made in the period mainly concerned the continuation of the store renovation and relocation programme based on the concept store programme.

The increase in "business combinations" of €1,111 thousand is primarily attributable to the provisional purchase price allocation relating to the acquisitions done in the period.

Other net changes were mainly due to exchange rate fluctuations during the period.

8. Share capital

At 30 September 2015 the fully paid in and subscribed share capital consisted of 225,397,697 ordinary shares with a par value of €0.02.

At 31 December 2014 share capital was made up of 224,601,851 shares. The increase recorded in the period is due to the exercise of 795,846 stock option, equivalent to 0.4% of the share capital.

During the period, continued the share buy-back program started following the resolution of the Shareholders Meetings held on 16 April 2014 and 21 April 2015.

The program, the purpose of which is to increase treasury shares in order to service stock-based incentive plans, also provided the Company with a valid means with which to stabilize and sustain the stock, as well as ensure the availability of treasury shares to use as a form of payment for acquisitions. As resolved by the shareholders, the treasury shares may be purchased on one or more occasions on a revolving basis for up to a total number of new shares, which together with the treasury shares already held and in accordance with the law, amounts to 10% of the company's share capital. The purchase price of the shares may not be 10% higher or lower than the stock price registered at the close of the trading session prior to each single purchase.

As part of this program during 2015, 667,000 shares have been purchased at an average price of €6.814.

During the period 2015, the performance stock grants assigned in 2011 vested for a total of 1,946,375 rights, of which 1,407,292 have been exercised during the period. The Company assigned to the beneficiaries an equivalent number of treasury shares.

The total amount of treasury shares held as at 30 September now equals 6,679,708 or 2.96% of the Company's share capital.

Following are disclosed the information relating to treasury shares, arising from purchases made in the years 2005 -2007 and 2014-2015.

Average purchase price (Euro)
N. shares Total amount
FV of transferred rights (Euro)
31 December 2014 7,420,000 6.273 46,547,235
Purchased in 2015 667,000 6.814 4,545,062
Transfers due to performance stock grants - January 2011 (803,875) 4.161 (3,344,522)
Transfers due to performance stock grants - May 2011 (603,417) 4.432 (2,674,127)
30 September 2015 6,679,708 6.748 45,073,467

9. 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 30 September 2015, was as follows:

(€ thousands) 30/09/2015 31/12/2014 Change
Liquid funds (149,762) (211,124) 61,362
Payables for business acquisitions 7,450 1,692 5,758
Other short term loans- third parties (including current portion) 350 468 (118)
Other financial payables 10,546 15,002 (4,456)
Non hedge accounting derivative instruments (579) (105) (474)
Short-term financial position (131,995) (194,067) 62,072
Private placement 2006-2016 - 57,656 -
Private placement 2013-2025 116,040 107,075 (48,691)
Eurobond 2013-2018 275,000 275,000 -
Finance lease obligations 1,351 1,088 263
Other medium/long-term debt 263 247 16
Hedging derivatives (15,148) (8,616) (6,532)
Medium/long-term acquisition payables 6,989 10,034 (3,045)
Net medium and long-term indebtedness 384,495 442,484 (57,989)
Net financial indebtedness 252,500 248,417 4,083

In order to reconcile the above items with the statutory statement of financial position, we detail the breakdown of the following items:

Long-term loans, the private placement 2013-2025, the Eurobond and finance lease obligations are shown in the statutory statement of financial position:

a. under the caption "Medium/long-term financial liabilities" for the long-term portion.

(€ thousands) 30/09/2015
Private placement 2013-2025 116,040
Eurobond 2013-2018 275,000
Finance lease obligations 1,351
Other medium/long-term debt 263
Loan, private placement 2013-2025 and Eurobond 2013-2018 fees (1,650)
Medium/long-term financial liabilities 391,004

b. under the caption "short term financial liabilities" for the current portion.

(€ thousands) 30/09/2015
Short term debt 9,350
Current portion of finance lease obligations 1,196
Other short term financial liabilities 10,546
Other short term debt (including current portion of other long- term debt) 350
Loan, private placement 2013-2025 and Eurobond fees (722)
Short-term financial liabilities 10,174

All the other items in the net financial indebtedness table correspond to items in the statement of financial position schedule.

The long/medium term portion of the net financial position reached €384,495 thousand at 30 September 2015 versus €442,484 thousand at 31 December 2014. The change of €57,989 thousand is explained by the early repayment, occurred in May, of the private placement 2006- 2016.

Mainly due to the impact of this transaction on cash and cash equivalents the short-term net financial position has recorded a decrease of €62,072 thousand from €194,067 thousand at December 31, 2014 to €131,995 thousand at September 30, 2015.

10. Financial liabilities

Financial liabilities break down as follows:

(€ thousands) 30/09/2015 l 31/12/2014 Change
Private placement 2006-2016 - 57,656 (57,656)
Private placement 2013-2025 116,040 107,075 8,965
Eurobond 2013-2018 275,000 275,000 -
Loan, private placement 2013-2025 and Eurobond 2013-2018 fees (1,650) (2,347) 697
Other medium long term debt 263 247 16
Finance lease obligations 1,351 1,088 263
Total medium/long-term financial liabilities 391,004 438,719 (47,715)
Short term debt: 10,174 14,793 (4,619)
- of which loan, private placement 2013-2025 and Eurobond 2013-2018 fees (723) (677) (46)
- of which current-portion of lease obligations 1,196 822 374
Total short-term financial liabilities 10,174 14,793 (4,619)
Total financial debt 401,161 453,512 (52,351)

Main long-term financial liabilities are detailed below.

  • Eurobond 2013-2018

A €275 million 5-year bond loan reserved for non-American institutional investors and listed on the Luxembourg Stock Exchange's Euro MTF market issued on 16 July 2013.

Issue Date Debtor Maturity Face Value (/000) Fair value
(/000)
Nominal
interest rate
Euro
16-Jul-13 Amplifon S.p.A. 16-Jul-18 275,000 296,634 4.875%
Total in Euro 275,000 296,634 4.875%
  • Private placement 2013-2025

A USD 130 million private placement made in the USA by Amplifon USA and guaranteed by Amplifon S.p.A. and other Group subsidiaries.

Issue Date Issuer Maturity Currency Face Value
(/000)
Fair value
(/000)
Nominal
interest rate (*)
Euro Interest
rate after
hedging (**)
30-May-13 Amplifon USA 31-Jul-20 USD 7,000 7,863 3.85% 3.39%
30-May 13 Amplifon USA 31- Jul -23 USD 8,000 9,635 4.46% 3.90%
31-Jul-13 Amplifon USA 31- Jul -20 USD 13,000 14,639 3.90% 3.42%
31- Jul -13 Amplifon USA 31- Jul -23 USD 52,000 62,817 4.51% 3.90%-3.94%
31-Jul-13 Amplifon USA 31- Jul -25 USD 50,000 62,512 4.66% 4.00%-4.05%
Total 130,000 157,466

(*)The rate applied if the Group's net debt/ EBITDA ratio is less than 2.75x. Above this level a step-up of 25 bps will be applied. When the ratio exceeds 3.25x but is less than or equal to 3.5x. an additional step-up of 25 bps will kick-in. If the ratio exceeds 3.50x an additional step-up of 75 bps will be applied.

(**)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 €100,892 thousands.

On 13 May 2015 was reimbursed in advance (the original due date was 2 August 2016) the last tranche of the private placement for institutional investors issued on 2 August 2006 by the American subsidiary Amplifon U.S.A. Inc. for an residual amount of USD 70 million.

The operation resulted in the payment of the make whole amount equal to €4,265 thousand. This amount represents the interest payable to investors as of the repayment date (13 May 2015) through the natural expiration of the private placement (2 August 2016) calculated by applying the discount rate established in the contract of 50 bps to future coupon payments increased by a reinvestment rate of 36 bps.

Due to this operation, the debt is primarily long term where the first repayment is due in 2018.

The following table shows a breakdown of long-term debt by maturity:

(€ thousands)

Debtor Average
Nominal
amount and
maturity date
rate
2014
Amount
at
Exchange
rate
Repayments
as al
New Business Amount
at
Short
term
portion
Medium
and LT
portion
Repayments
Eurobond
EUR 275,000 /360
4.88%
31/12/2014
275,000
effect
-
30/09/2015
-
loans
-
combinations
-
30/09/2015
275,000
- 275,000
Bullet 16/7/2018 16/07/2018
Private placement
Amplifon 2006-2016 (*)
USD 70,000 6.41% 57,656 5,160 (62,816) - - - - -
Installments at 2/8/2016
Early repayment at 13/5/2015
02/08/2016
Private placement
2013-2025 Amplifon USA (*)
USD 7,000 3.85% 5,766 482 - - - 6,248 - 6,248
Installments at 31/1 and 31/7
from 31/1/2014
31/07/2020
Private placement
2013-2025 Amplifon USA (*)
USD 8,000 4.46% 6,589 552 - - - 7,141 - 7,141
Installments at 31/1 and 31/7
from 31/1/2014
31/07/2023
Private placement
2013-2025 Amplifon USA (*)
USD 13,000 3.90% 10,708 896 - - - 11,604 - 11,604
Installments at 31/1 and 31/7
from 31/1/2014
31/07/2020
Private placement
2013-2025 Amplifon USA (*)
Installments at 31/1 and 31/7
from 31/1/2014
USD 52,000 4.51% 42,830 3,586 - - - 46,416 - 46,416
31/07/2023
Private placement
2013-2025 Amplifon USA (*)
USD 50,000 4.66% 41,182 3,449 - - - 44,631 - 44,631
Installments at 31/1 and 31/7
from 31/1/2014
31/07/2025
TOTAL LONG TERM DEBT 439,731 14,125 (62,816) - - 391,040 - 391,040
Other 773 (87) (533) 148 18 319 56 263
TOTAL 440,504 14,038 (63,349) 148 18 391,359 56 391,303

(*) Considering the effect of the interest rate and currency hedges the total Euro equivalent of the private placement 2013-2025 is €100,892 thousand.

The following table shows the maturities of medium/long-term debt at 30 September 2015 based on contractual obligations:

(€ thousands)

Private placement Eurobond
2013-2025 (*) 2013-2018 Other Total
2017 263 263
2018 275,000 275,000
2020 15,522 15,522
2023 46,566 46,566
2025 38,804 38,804
Total 100,892 275,000 263 376,155

(*) Amounts related to the private placement are reported at the hedging exchange rate.

Covenant:

The USD 130 million private placement 2013-2025 (equal to €100.9 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885) is subject to the following covenants:

  • the ratio of Group net financial indebtedness to Group shareholders' equity must not exceed 1.5;
  • the ratio of net financial indebtedness to EBITDA in the last four quarters (determined based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 3.5.

In the event of relevant acquisitions, the above ratios may be increased to 2.0 and 4.0, respectively, for a period of not more than 12 months, 2 times over the life of the loan.

At 30 September 2015 these ratios were as follows:

Value
Net financial indebtedness/Group net equity 0.56
Net financial indebtedness/EBITDA for the last 4 quarters 1.52

With reference to the private placement other covenants are in place as normal international practice. They place limits on the ability to issue guarantees and entering into sale and lease back transactions or extraordinary transactions.

The €275 million Eurobond, due in 2018 and issued in July 2013, is not subject to any covenants nor is the remaining €0.3 million in long term debt, including the short term portion.

11. Non recurring significant events

The operating result of the period was affected by the non recurring events amounting to €4,787 thousand detailed as follows:

  • €6,792 thousand due to the leadership transition of the Group and already charged to profit and loss in the second quarter;
  • €528 thousand related to restructuring costs occurred in The Netherlands during the third quarter;
  • a non-recurring gain amounting to €2,533 thousand realized in the United States in the third quarter due to an anticipated termination of a franchisee contract.

Financial and investments activity was affected by non-recurring expenses of €1,575 thousand detailed as follows:

  • payment of the make whole following the advance repayment €4.271 thousand following the advance repayment of the private placement 2006-2016 amounting US\$70 million. The amount. The amount is representative of the interest that still would have been paid to the same investors for the period between the date of the advance repayment (13 May 2015) and the natural expiry date of the same private placement (2 August 2016) is determined by applying a contractual discount of 50 bps and adding the reinvestment rate (36 bps) to the flows' future interests. If advance payment had not been made the coupons payable to investors would have amounted to €2,587 thousand in 2015 and €2,397 thousand in 2016. Since the return on cash and cash equivalents is currently very low, with interest rates close to zero, the impact of this transaction in terms of lower interest income is negligible;
  • income of €1,429 thousand recognized in the US following elimination of the provisions made for receivables which were repaid entirely by the franchisee who terminated the franchise agreement in advance (described above);
  • financial income of €1,267 thousand recognized in New Zealand following the acquisition of 100% of Dilworth Hearing Ltd (already 40% held) based on the provisions of IFRS 3R relating to step up acquisitions.

The above mentioned non-recurring expenses determined a tax benefit equal €2,382 thousand, thus the net impact of the non–recurring expenses amounts to €3,980 thousand.

The net result of the comparative period benefitted of €10,638 thousand one-off tax income recorded in Australia.

12. Earnings per share

Basic EPS

Basic earnings per share is obtained by dividing the net profit for the year pertaining to the ordinary shareholders of the parent company by the weighted average number of shares outstanding in the year, considering purchases and disposals of own shares as cancellations and issues of shares.

Earnings per share are determined as follows:

Earnings per share from operating activities First nine months
2015
First nine months
2014
Net profit (loss) pertaining to ordinary shareholders (€ thousand) 25,323 26,091
Average number of shares outstanding in the year 217,751,701 217,417,397
Average earnings per share (€ per share) 0.11629 0.12000

Diluted earnings per share

Diluted earnings per share is obtained by dividing the net income for the year pertaining 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 cancellation or issue of shares.

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-diluting effects.

Weighted average diluted number of shares outstanding First nine months
2015
First nine months
2014
Average number of shares outstanding in the year 217,751,701 217,417,397
Weighted average of potential and diluting ordinary shares 7,284,305 6,472,146
Weighted average of shares potentially subject to options in the period 225,036,006 223,889,543

The diluted earnings per share were determined as follows:

Diluted earnings per share First nine months
2015
First nine months
2014
Net profit pertaining to ordinary shareholders (€ thousand) 25,323 26,091
Average number of shares outstanding in the period 225,036,006 223,889,543
Average diluted earnings per share (€) 0.11270 0.11654

13. Transactions with parent companies and related parties

The Parent company, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is directly controlled by Ampliter N.V. and indirectly by Amplifin S.p.A., owned by Susan Carol Holland, with 100% of the shares, whilst Anna Maria Formiggini Holland retains usufruct.

The transactions with related parties, including intercompany transactions and the exercised option to consolidate tax with the parent company Amplifin for the three-year period 2014-2016, 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.

30/09/2015

First nine months 2015

Trade Tax Trade Other Non
current
financial
Financial Revenues
from sales
and
Operating Interest
income
and
receivables receivables payables receivables liabilities payables services costs charges
Amplifin S.p.A. 17 1,819 (1,289)
Total - Parent Company 17 1,819 7 - - - - (1,289) -
Audiogram Audifonos SL (Spain) 2
Comfoor BV (The Netherlands) 10 192 12 (2,082)
Comfoor GmbH (Germany) 14 (37)
Medtechnica Ortophone Shaked Ltd (Israel) 113 5 155
Bon Ton Hearing & Speech Ltd (Israel 104
Ruti Levinson Institute Ltd (Israel) 301 440
Kolan Ashdod Speech & Hearing Inst. Ltd (Israel) 386 7 537
Afik - Test Diagnosis & Hearing Aids Ltd (Israel) 137 3 161
Total - Related parties 949 - 216 5 - - 1,409 (2,119) -
Bardissi Import (Egypt) 114
Meders (Turkey) 1,010 14 56 (74) (8)
Nevo (Israel) 53
Ortophone (Israel) 16 1 (234)
Moti Bahar (Israel) (126)
Asher Efrati (Israel) (78)
Arigcom (Israel) 8 (55)
Tera (Israel) 158
Frederico Abrahao (Brazil) 219 11 (24)
Other 1 13
Total - Other related parties 69 - 1,019 159 246 181 - (567) (32)
Total- Related parties 1,035 1,819 1,242 164 246 181 1,409 (3,975) (32)
Total as per financial statements 99,629 13,535 93,777 45,044 391,004 10,174 733,748 (633,684) (19,039)
% of financial statement totals 1.04% 13.44% 1.32% 0.36% 0.06% 1.78% 0.19% 0.63% 0.17%

The trade receivables, revenue from sales and services and other income with related parties refer primarily to:

  • the recovery of maintenance costs and condominium fees and the recharge of personnel costs to Amplifin S.p.A.;
  • trade receivables payable by associates (mainly in Israel) which act as resellers and to which the Group supplies hearing aids.

The tax receivables refer to Amplifon S.p.A.'s IRES (corporate income tax) credits that are held by the parent company as a result of the tax consolidation agreement entered into for the three year period 2014-2016.

Trade payables and operating costs refer primarily to:

  • commercial transactions with Meders in Turkey, a company that belongs to the minority shareholder of Maxtone from which Maxtone buys hearing aids and general services;
  • commercial transactions with Comfoor BV, joint venture from which hearing protection devices are purchased and then distributed in Group stores;
  • existing agreements with the parent company Amplifin S.p.A. for:
  • the lease of the property in Milan at Via Ripamonti No. 133, the registered office and corporate headquarters of Amplifon S.p.A. and ancillary services including routine property maintenance, cafeteria, office cleaning, porters and security;
  • the rental of retail store space;
  • the recharge of personnel costs to the Israeli subsidiary by the minority shareholder Moti Bahar e Asher Efrati, as well as rents, administrative and commercial services by Ortophone (Israel).

Financial transactions refer primarily to loans granted to Group subsidiaries in Turkey, Egypt and Brazil by the related minority shareholder and to a long-term financial receivable owed by an Israeli subsidiary.

14. Current and deferred income taxes

The tax rate, calculated net of the losses recorded in the United Kingdom for which, in accordance with the principle of prudence, deferred tax assets are not recognized, as well as the profit posted in the Germany for which no taxes were recognized due to carried forward tax losses against which no deferred tax assets were recognized and the investment income recorded in New Zealand not subject to tax, reached 39.7%.

The variation against the 44.1% recorded in first 9 months 2014, calculated, again, net of the losses posted in the UK, the profits generated in Germany and the one-off tax income recorded in Australia, is attributable to the deductibility (allowed in Italy as of 2015) of labour cost from the tax base of IRAP [regional tax on productive activities] and the higher growth in profit before tax posted in countries with tax rates below the Group's average (namely Australia, New Zealand and Switzerland).

15. Performance Stock Grant

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 discussed and approved the modifications to the share plan for the period 2014-2021 (the "New Plan of Performance Stock Grant").

In particular, the modification approved by the 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's entity, belonging to the following categories:

  • Cluster 1: Executives e Senior Managers
  • Cluster 2: International Key Managers; Group e Country Talents
  • Cluster 3: High Performing Audiologists e 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 Company, approved the modification to the operative Regulation of the plan, in line with the changes approved by the Shareholders' Meeting.

Stock Grant of 29 April 2015

On the 29 April 2015, have been granted to the Group's employees and collaborators belonging to the categories detailed above, rights for the free award of share equal to 2,518,000 rights (subordinate to the general conditions of the "New Plan of Performance Stock Grant") at the end of the vesting period fixed at 3.5 years.

The unitary fair value of the stock grant assigned in the period is equal to €6.13.

The assumptions adopted in the calculation of the fair value are the following.

Model used Binomial (Cox-Ross-Rubinstein method)
Price at grant date 6.88 €
Threshold 5 €
Exercise Price 0.00
Volatility (6 years) 31.91%
Risk free interest rate 0.267%
Maturity (in years) 3.5
Vesting Date 3 months after the date of approval from the Board of the
project of Consolidated Financial Statement as of 31.12.17 (i.e. June 2018)
Expected Dividend Yield 0.75%

The figurative cost of this award cycle recorded in the income statement at 30 September 2015 amounted to Euro 962 thousand.

16. Translation of foreign companies' financial statements

The exchange rates used to translate into Euro non-Italian subsidiaries' financial statements are as follows:

:

30 September 2015 2014 30 September 2014
Average As at 30
September
31 December Average As at 30
September
Australian dollar 1.463 1.594 1.482 1.476 1.444
Canadian dollar 1.404 1.503 1.406 1.482 1.406
New Zealand dollar 1.576 1.757 1.552 1.600 1.621
US dollar 1.114 1.120 1.214 1.355 1.258
Hungarian florin 309.092 313.450 315.540 308.766 310.570
Swiss franc 1.062 1.092 1.202 1.218 1.206
Egyptian lira 8.524 8.765 8.685 9.574 9.003
Turkish lira 2.971 3.390 2.832 2.933 2.878
New Israeli sheqel (*) 4.334 4.400 4.720 4.686 4.647
Brazilian real (*) 3.526 4.481 3.221 3.020 3.082
Indian rupee 70.855 73.481 76.719 82.262 77.856
British pound 0.727 0.739 0.779 0.812 0.777
Polish zloty 4.157 4.245 4.273 4.175 4.178

(*) With reference to 2014 exchange rates, the weighted average exchange rate of the Israeli subsidiary is calculated beginning from the month of May (month of acquisition), while the Brazilian weighted average exchange rate is calculated beginning from June, month of the Amplifon South America Holding LTDA incorporation.

17. Subsequent events

On 15 October 2015 the Articles of Incorporation were updated following the partial subscription of a capital increase servicing stock option plans which resulted in the issue of 79,668 ordinary shares of Amplifon S.p.A. with a par value of €0.02 each. The share capital, entirely subscribed and paid-in, amounted to €4,507,954 at 15 October 2015.

On 15 October the Italian government approved the proposed "stability" law for 2016. The proposed legislation calls for a reduction in the corporate income tax of 3.5 percentage points beginning in 2017 and, possibly, as early as 2016. In the event the proposal is confirmed and approved by Parliament, the lower tax rate could result in a write-down of the deferred tax assets recognized in the financial statements of Amplifon S.p.A. of approximately €2 million due to tax amortization of the brand.

On 20 October 2015 shareholders appointed Enrico Vita, formerly the company's Chief Operating Officer, to the Board of Directors and on 22 October 2015 the Board of Directors, after acknowledging the resignation tendered by Franco Moscetti, granted Mr. Vita the powers of the Chief Executive Officer.

Provisions for all the costs related to the transition of the Group's leadership were recognized in this quarterly report.

In October 2015 implementation of the buyback program approved during the Shareholders' Meeting held on 16 April 2014 continued and a total of 70,000 shares were purchased between the end of the half and the date of this report at an average price of €6.903. Exercise of the performance stock grants assigned in 2011 continued as a result of which the Company transferred a total of 35,500 treasury shares to the beneficiaries. The treasury shares held at the date of this report, therefore, now total 6,714,208 or 2.98% of the Company's share capital.

In October 2015 the Group continued to grow externally and made a series of minor acquisitions: seven points of sale were purchased in France and one in Germany.

Milan, 22 October 2015

On behalf of the Board of Directors CEO Enrico Vita

Annexes

Consolidation Area

As required by §§ 38 and 39 of Law 127/91 and § 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 30 September 2015.

Parent company:

Company name Head office Currency Share
Capital
Amplifon S.p.A. Milan (Italy) EUR 4,507,954

Subsidiaries consolidated using the line-by-line method:

Company name Head office Direct/Indirect
ownership
Currency Share
Capital
% held at
30/09/2015
Sonus Italia S.r.l. Milano (Italy) D EUR 200,000 100.0%
Amplifon Groupe France SA Arcueil (France) D EUR 48,550,898 100.0%
SCI Eliot Leslie Lyon (France) I EUR 610 100.0%
DB5 SAS Noisy le Sec (France) I EUR 200,000 100.0%
MC Audition Sarl Clichy (France) I EUR 8,000 100.0%
Abeille Audition Sarl La Calmette (France) I EUR 7,500 100.0%
Amplifon Iberica SA Barcelona (Spain) D EUR 26,578,809 100.0%
Amplifon Portugal SA Lisboa (Portugal) I EUR 720,187 100.0%
Fundación Amplifon Iberica Madrid (Spain) I EUR 30,000 100.0%
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%
Amplium AG (on liquidation) Zug (Switzerland) I CHF 2,800,000 100.0%
Hearing Supplies SA Lugano (Switzerland) I CHF 100,000 100.0%
Amplifon Nederland BV Doesburg (The Netherlands) D EUR 74,212,052 100.0%
Auditech BV Doesburg (The Netherlands) I EUR 22,500 100.0%
Electro Medical Instruments BV Doesburg (The Netherlands) I EUR 16,650 100.0%
Beter Horen BV Doesburg (The Netherlands) I EUR 18,000 100.0%
Amplifon Customer Care Service BV Elst (The Netherlands) I EUR 18,000 100.0%
Amplifon Belgium NV Bruxelles (Belgium) D EUR 495,800 100.0%
Audivi BVBA Bruxelles (Belgium) I EUR 20,000 100.0%
Amplifon Luxemburg Sarl Luxemburg (Luxemburg) I EUR 50,000 100.0%
Amplifon Deutschland GmbH Hamburg (Germany) D EUR 6,026,000 100.0%
Amplifon München GmbH München (Germany) I EUR 1,245,000 100.0%
Amplifon Bayern GmbH München (Germany) I EUR 30,000 100.0%
Company name Head office Direct/Indirect
ownership
Currency Share
Capital
% held at
30/09/2015
Sanomed GmbH Hamburg (Germany) I EUR 25,000 100.0%
Amplifon Poland Sp.z o.o. Lodz (Poland) D PLN 3,340,760 63.0%
Amplifon UK Ltd Manchester (UK) D GBP 69,100,000 100.0%
Amplifon Ltd Manchester (UK) I GBP 1,800,000 100.0%
Ultra Finance Ltd Manchester (UK) 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%
Makstone İşitme Ürünleri Perakende Satış
A.Ş.
Istanbul (Turkey) D TRY 300,000 51.0%
Medtechnica Ortophone Ltd (*) Tel Aviv (Israel) D ILS 1,000 60.0%
Bon Ton Hearing & Speech Ltd Sderot (Israel) I ILS 100 60.0%
Matan Rishon Ltd (*) Rishon LeZion (Israel) I ILS 200 40.2%
Amplifon Middle East SAE Cairo (Egypt) D EGP 3,000,000 51.0%
Miracle Ear Inc. St. Paul – MN (USA) I USD 5 100.0%
Elite Hearing, LLC Minneapolis – MN (USA) I USD 1,000 100.0%
Miracle Ear Canada Ltd. Vancouver (Canada) I CAD 200 100.0%
Northern Sound Hearing Clinic (1998) Ltd. Vancouver (Canada) I CAD 0 100.0%
Northern Sound Hearing Clinic (FSJ) Ltd. Edmonton (Canada) I CAD 0 100.0%
101028922 Saskatchewan Ltd Regina (Canada) I CAD 0 100.0%
Amplifon USA Inc. Dover – DE (USA) D USD 52,500,010 100.0%
Amplifon Hearing Health Care, Inc. St. Paul – MN (USA) I USD 10 100.0%
Ampifon IPA, LLC New York – NY (USA) I USD 1,000 100.0%
Amplifon South America Holding LTDA São Paulo (Brazil) D BRL 1,000 100.0%
Direito de Ouvir Amplifon Brasil SA Franca (Brazil) I BRL 4,126,463 51.0%
Amplifon Australia Holding Pty Ltd Sydney (Australia) D AUD 392,000,000 100.0%
Amplifon Australia Pty Ltd (on liquidation) Sydney (Australia) I AUD 392,000,000 100.0%
NHC Group Pty Ltd (on liquidation) Sydney (Australia) I AUD 126,116,260 100.0%
ACN 119430018 Pty Ltd Sydney (Australia) I AUD 100 100.0%
National Hearing Centres Pty Ltd Sydney (Australia) I AUD 100 100.0%
National Hearing Centres Unit Trust Sydney (Australia) I AUD 0 100.0%
Amplifon NZ Ltd Takapuna (New Zealand) I NZD 130,411,317 100.0%
Bay Audiology Ltd Takapuna (New Zealand) I NZD 10,000 100.0%
Dilworth Hearing Ltd Auckland (New Zealand) I NZD 232,400 100.0%
Dilworth Hearing Takapuna Ltd Auckland (New Zealand) I NZD 28,000 100.0%
Dilworth Hearing Hamilton Ltd Auckland (New Zealand) I NZD 100,000 100.0%
Amplifon India Pvt Ltd New Delhi (India) I INR 600,000,000 100.0%
NHanCe Hearing Care LLP (**) New Delhi (India) I INR 1,000,000 0.0%

(*) Medtechnica Ortophone Ltd and its subsidiaries despite being owned by Amplifon at 60%, is consolidated 100 % without exposure of non-controlling interest due to the put-call option to be exercised in 2017 and related to the purchase of the remaining 40 %.

(**) Consolidated entity subject to de facto control by the Amplifon Group.

Companies valued using the equity method:

Company name Head office Direct/Indirect
ownership
Currency Share
Capital
% held at
30/09/2015
Audiogram Audifonos SL Palma de Mallorca (Spain) I EUR 3,006 49.0%
Comfoor BV Doesburg (The Netherlands) I EUR 18,000 50.0%
Comfoor GmbH Emmerich am Rhein (Germany) I EUR 25,000 50.0%
Medtechnica Ortophone Shaked Ltd Tel Aviv (Israel) I ILS 1,001 30.0%
Ruti Levinson Institute Ltd Ramat HaSharon (Israel) I ILS 105 12.0%
Kolan Ashdod Speech & Hearing Inst. Ltd Ashdod (Israel) I ILS 100 22.2%
Afik - Test Diagnosis & Hearing Aids Ltd Jerusalem (Israel) I ILS 100 12.0%
Lakeside Specialist Centre Ltd Mairangi Bay (New Zealand) I NZD 0 50.0%

Attestation in respect of the condensed consolidated interim financial statements in accordance with Article 154-bis para 2 and 5 and Article 154-ter para 4 of Legislative Decree 58/98 (Testo Unico della Finanza)

The undersigned Ugo Giorcelli, Chief Financial Officer of the Amplifon Group, as Executive Responsible for Corporate Financial Information hereby declares that the quarterly report at 30 September 2015 corresponds to the results documented in the books, accounting and other records of the Company.

Milan, 22 October 2015

Executive Responsible for Corporate Financial Information Ugo Giorcelli