AI assistant
Amplifon — Interim / Quarterly Report 2015
Jul 24, 2015
4030_ir_2015-07-24_3ad41aa4-26f0-4d77-9cf4-fdd970d82103.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Half Year Report as at 30 June 2015
(as per article 154-ter of legislative decree 58/1998)
| PREFACE 4 | |
|---|---|
| INTERIM MANAGEMENT REPORT AS AT 30 JUNE 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 45 | |
| TREASURY SHARES 46 | |
| SUBSEQUENT EVENTS AFTER 30 JUNE 2015 47 | |
| OUTLOOK 48 | |
| CONTINGENT LIABILITIES AND UNCERTAINTIES 49 |
| CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2015 50 | |
|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 51 | |
| CONSOLIDATED INCOME STATEMENT 53 | |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 54 | |
| STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY 55 | |
| CONSOLIDATED CASH FLOW STATEMENT 57 | |
| SUPPLEMENTARY INFORMATION TO CONSOLIDATED CASH FLOW STATEMENT 58 | |
| EXPLANATORY NOTES 59 | |
| 1. General Information 59 2. Accounting policies 60 3. Financial risk management 64 4. Segment information 65 5. Acquisitions and goodwill 70 6. Intangible fixed assets 72 7. Tangible fixed assets 73 8. Share capital 74 9. Net financial position 75 10. Financial liabilities 76 11. Non recurring significant events 80 12. Earnings per share 81 13. Transactions with parent companies and related parties 82 14. Current and deferred income taxes 84 15. Performance Stock Grant 85 16. Translation of foreign companies' financial statements 86 17. Subsequent events 87 |
|
| ANNEXES 89 Consolidation Area 89 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) 92 INDEPENDENT AUDITOR'S REPORT AS AT 30 JUNE 2015……………………………………………………93 |
PREFACE
This quarterly financial report for the period ended 30 June 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 and has been prepared in accordance with IAS 34 - Interim Financial Reporting.
INTERIM MANAGEMENT REPORT AS AT 30 JUNE 2015
PERIOD HIGHLIGHTS
In the first part of 2015 economic growth stabilized in countries like the United States and the United Kingdom, while it continued unchanged in Asia and Oceania and weakened in a few emerging markets. The economy is expected to accelerate slightly in 2015, but uncertainty is still prevalent as a result of the conflicts in the Ukraine, Libya and the Middle East, as well as the situation in Greece where, despite the recent political agreement reached in Europe, a definitive solution has yet to be found.
Prices continue to be stagnant and in order to prevent the risks associated with a prolonged period of low inflation in the first part of the year the ECB expanded its quantitative easing program which had an immediate positive impact on the financial markets and inflation forecasts which improved for the first time after a period of stabilization.
In this context, the Group was able to achieve record results and strong growth compared to the same period of the previous year both in terms of sales and profitability and the Company jointly agreed with the Chief Executive Officer Franco Moscetti at the conclusion of a fully shared path considering substantially achieved the goals set for his mandate - that the time has come for initiating a leadership transition marked by continuity and thus focused on pursuing growth and strengthening the Group's competitive advantage. Following this perspective, Franco Moscetti waives his office as Chief Executive Officer with effect from the Board of Director's meeting to be held on 22 October. From the aforementioned date onwards he will continue as a non-executive Deputy Chairman until the end of the mandate. Franco Moscetti will be paid a consideration of € 5.7 million as cash termination indemnity in addition to the accelerated vesting of 600,000 performance stock grant in his possession and a consideration of Euro 0.7 million as a noncompete covenant effective until 30 April 2017.
The first six months of the year closed with:
- turnover of €500,279 thousand, growing in all countries where the Group operates: up 20.1% against the first half of the prior year (+13.7% at constant exchange rates);
- a gross operating margin (EBITDA) of €71,798 thousand, an increase of 24.9% against first half 2014, an increase that net of the non recurring cost for the transition of leadership described above totaling €6,792 thousand and positive exchange differences growth reached 28.3%;
- a net profit of €18,549 thousand which, net of the non-recurring costs incurred in the period and the one-off tax income recorded in the prior year, increased €12,440 thousand (+102.9%) against the result posted in the comparison period.
The net financial position continues to be extremely solid with net financial indebtedness at 30 June 2015 amounting to €257,031 thousand, an increase of €8,614 thousand against 31 December 2014, but a decrease of €40,227 thousand against 30 June 2014 and with cash and cash equivalents of €157,342 thousand. Cash flow generated by current operations was very
strong and absorbed interest payable and other financial expense of €13,769 thousand (€4,265 thousand of which non-recurring as described below), capital expenditure of €18,566 thousand, investments of €20,592 thousand and the payment of taxes of €20,567 thousand and payment of dividends to shareholders of €9,356 thousand.
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 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 14.3% due primarily to the performances posted in Italy, France, Switzerland, Germany and the consolidation of the operations in Israel for the entire first half, as a result of which profitability at constant exchange rates and referred to recurring operations only rose by 26.9%;
- revenue in America rose 18.4% at constant exchange rates and was distributed equally over all the channels outright, 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 rose 25.8%;
- at constant exchange rates turnover in Asia Pacific rose 14.2% driven by the positive sales performance posted in New Zealand and Australia (+31.4% and +6.3%, respectively) and the 32.5% increase in profitability.
MAIN ECONOMIC AND FINANCIAL DATA
| (€ thousands) | First Half 2015 | First Half 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | % on recurring |
Recurring | Non recurring |
Total | % on recurring |
Change % | ||
| Economic data: | ||||||||||
| Revenues from sales and services | 500,279 | - | 500,279 | 100.0% | 416,450 | - | 416,450 | 100.0% | 20.1% | |
| Gross operating margin (EBITDA) | 78,590 | (6,792) | 71,798 | 15.7% | 57,501 | - | 57,501 | 13.8% | 36.7% | |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
60,604 | (6,792) | 53,812 | 12.1% | 42,651 | - | 42,651 | 10.2% | 42.1% | |
| Operating income (EBIT) | 53,056 | (6,792) | 46,264 | 10.6% | 35,358 | - | 35,358 | 8.5% | 50.1% | |
| Profit (loss) before tax | 42,162 | (9,732) | 32,430 | 8.4% | 23,415 | - | 23,415 | 5.6% | 80.1% | |
| Group net profit (loss) | 24,527 | (5,978) | 18,549 | 4.9% | 12,087 | 10,476 | 22,563 | 2.9% | 102.9% | |
| (€ thousands) | 30/06/2015 | 31/12/2014 | Change % | |||||||
| Financial data: | ||||||||||
| Non-current assets | 853,707 | 818,392 | 4.3% | |||||||
| Net invested capital | 730,416 | 691,639 | 5.6% | |||||||
| Group net equity | 472,476 442,165 |
6.9% | ||||||||
| Total net equity | 473,385 | 443,222 | 6.8% | |||||||
| Net financial indebtedness | 257,031 | 248,417 | 3.5% | |||||||
| (€ thousands) | First Half 2015 | First Half 2014 | ||||||||
| Free cash flow | 19,796 | 19,608 | ||||||||
| Cash flow generated (absorbed) by acquisition activities | (20,592) | (26,317) | ||||||||
| (Purchase) sale of other investments, businesses and securities | 4,337 | (167) | ||||||||
| Cash flow provided by (used in) financing activities | (10,562) | (12,825) | ||||||||
| Net cash flow from the period | (7,021) | (19,701) | ||||||||
| Effect of the disposal of assets and of exchange rate fluctuations on the net financial position |
(1,593) | (2,190) | ||||||||
| Net cash flow from the period with changes for discontinued operations and |
- EBITDA is the operating result before charging amortisation, depreciation and impairment of both tangible and intangible fixed assets.
exchange rate fluctuations (8,614) (21,891)
- 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
| 30/06/2015 | 31/12/2014 | 30/06/2014 | |
|---|---|---|---|
| Net financial indebtedness (€ thousands) | 257,031 | 248,417 | 297,258 |
| Net Equity (€ thousands) | 473,385 | 443,222 | 413,839 |
| Group Net Equity (€ thousands) | 472,476 | 442,165 | 413,417 |
| Net financial indebtedness/Net Equity | 0.54 | 0.56 | 0.72 |
| Net financial indebtedness/Group Net Equity | 0.54 | 0.56 | 0.72 |
| Net financial indebtedness/EBITDA | 1.58 | 1.77 | 2.36 |
| EBITDA/Net financial charges | 6.54 | 6.51 | 5.83 |
| Earnings per share (EPS) (€) | 0.08534 | 0.21379 | 0.103792 |
| Diluted EPS (€) | 0.08263 | 0.20754 | 0.100789 |
| Earnings per share – Recurring operations (EPS) (€) | 0.11284 | 0.16472 | 0.05559 |
| Diluted EPS – Recurring operations (€) | 0.10927 | 0.15991 | 0.05398 |
| Net Equity per share (€) | 2.167 | 2.041 | 1.901 |
| Period-end price | 6.985 | 4.904 | 4.592 |
| Highest price in period (€) | 7.300 | 5.025 | 4.890 |
| Lowest price in period (€) | 4.824 | 3.996 | 3.996 |
| Share price/net equity per share | 3.223 | 2.403 | 2.416 |
| Market capitalisation (€ millions) | 1,522.83 | 1,065.06 | 998.54 |
| Number of shares outstanding | 218,014,298 | 217,181,851 | 217,451,512 |
- 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 June 2015 are:
| Shareholder | No. of ordinary shares | % held |
|---|---|---|
| Ampliter N.V. | 121,636,478 | 54.00% |
| Other shareholders >2% of ordinary shares | 21,039,736 | 9.34% |
| Treasury shares | 7,230,583 | 3.21% |
| Market | 75,338,084 | 33.45% |
| Total | 225,244,881 | 100.00% |
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 10 July 2015.
As at 30 June 2015 market capitalisation was €1,522.83 million.
Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 2 January 2015 – 30 June 2015, showed:
- average daily value: €2,899,595.57;
- average daily volume: 463,806 shares;
- total volume traded 57,975,808 shares or 26.59% of the total number of shares comprising company capital, net of treasury shares.
CONSOLIDATED INCOME STATEMENT
| (€ thousands) | First Half 2015 | First Half 2014 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | % on recurring |
Recurring | Non recurring |
Total | % on recurring |
Change on recurring |
||||
| Revenues from sales and services |
500,279 | - | 500,279 | 100.0% | 416,450 | - | 416,450 | 100.0% | 83,829 | |||
| Operating costs | (422,661) | (6,792) | (429,453) | -84.5% | (358,628) | - | (358,628) | -86.1% | (64,033) | |||
| Other costs and revenues | 972 | - | 972 | 0.2% | (321) | - | (321) | -0.1% | 1,293 | |||
| Gross operating profit (EBITDA) |
78,590 | (6,792) | 71,798 | 15.7% | 57,501 | - | 57,501 | 13.8% | 21,089 | |||
| Depreciation and write-downs of non-current assets |
(17,986) | - | (17,986) | -3.6% | (14,850) | - | (14,850) | -3.6% | (3,136) | |||
| Operating result before the amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
60,604 | (6,792) | 53,812 | 12.1% | 42,651 | - | 42,651 | 10.2% | 17,953 | |||
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(7,548) | - | (7,548) | -1.5% | (7,293) | - | (7,293) | -1.8% | (255) | |||
| Operating profit (EBIT) | 53,056 | (6,792) | 46,264 | 10.6% | 35,358 | - | 35,358 | 8.5% | 17,698 | |||
| Income, expenses, valuation and adjustments of financial assets |
162 | 1,325 | 1,487 | 0.0% | 513 | - | 513 | 0.1% | (351) | |||
| Net financial expenses | (10,881) | (4,265) | (15,146) | -2.2% | (11,617) | - | (11,617) | -2.8% | 736 | |||
| Exchange differences and non hedge accounting instruments |
(175) | - | (175) | 0.0% | (839) | - | (839) | -0.2% | 664 | |||
| Profit (loss) before tax | 42,162 | (9,732) | 32,430 | 8.4% | 23,415 | - | 23,415 | 5.6% | 18,747 | |||
| Current tax | (17,937) | 2,253 | (15,684) | -3.6% | (10,535) | 8,550 | (1,985) | -2.5% | (7,402) | |||
| Deferred tax | 179 | 1,501 | 1,680 | 0.0% | (876) | 1,926 | 1,050 | -0.2% | 1,055 | |||
| Net profit (loss) | 24,404 | (5,978) | 18,426 | 4.9% | 12,004 | 10,476 | 22,480 | 2.9% | 12,400 | |||
| Profit (loss) of minority interests | (123) | - | (123) | 0.0% | (83) | - | (83) | 0.0% | (40) | |||
| Net profit (loss) attributable to the Group |
24,527 | (5,978) | 18,549 | 4.9% | 12,087 | 10,476 | 22,563 | 2.9% | 12,440 |
| (€ thousands) | Second Quarter 2015 | Second Quarter 2014 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | % on recurring |
Recurring | Non recurring |
Total | % on recurring |
Change on recurring |
||||
| Revenues from sales and services |
268,938 | - | 268,938 | 100.0% | 228,101 | - | 228,101 | 100.0% | 40,837 | |||
| Raw materials, consumables and supplies and change in raw materials, consumables and supplies |
(220,373) | (6,792) | (227,165) | -81.9% | (188,766) | - | (188,766) | -82.8% | (31,607) | |||
| Personnel expenses | (291) | - | (291) | -0.1% | (481) | - | (481) | -0.2% | 190 | |||
| External services | 48,274 | (6,792) | 41,482 | 17.9% | 38,854 | - | 38,854 | 17.0% | 9,420 | |||
| Other costs and revenues | (9,135) | - | (9,135) | -3.4% | (7,659) | - | (7,659) | -3.4% | (1,476) | |||
| Gross operating profit (EBITDA) |
39,139 | (6,792) | 32,347 | 14.6% | 31,195 | - | 31,195 | 13.7% | 7,944 | |||
| Depreciation and write-downs of non-current assets |
(3,772) | - | (3,772) | -1.4% | (3,750) | - | (3,750) | -1.6% | (22) | |||
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
35,367 | (6,792) | 28,575 | 13.2% | 27,445 | - | 27,445 | 12.0% | 7,922 | |||
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(135) | 1,325 | 1,190 | -0.1% | 145 | - | 145 | 0.1% | (280) | |||
| Operating profit (EBIT) | (5,609) | - | (5,609) | -2.1% | (5,882) | - | (5,882) | -2.6% | 273 | |||
| Income, expenses, valuation and adjustments of financial assets |
122 | - | 122 | 0.0% | (527) | - | (527) | -0.2% | 649 | |||
| Net financial expenses | 29,745 | (5,467) | 24,278 | 11.1% | 21,181 | - | 21,181 | 9.3% | 8,564 | |||
| Exchange differences and non hedge accounting instruments |
(10,439) | 632 | (9,807) | -3.9% | (6,291) | - | (6,291) | -2.8% | (4,148) | |||
| Profit (loss) before tax | (1,021) | 1,501 | 480 | -0.4% | (2,395) | - | (2,395) | -1.1% | 1,374 | |||
| Current tax | 18,285 | (3,334) | 14,951 | 6.8% | 12,495 | - | 12,495 | 5.5% | 5,790 | |||
| Deferred tax | (66) | - | (66) | 0.0% | (57) | - | (57) | 0.0% | (9) | |||
| Net profit (loss) | 18,351 | (3,334) | 15,017 | 6.8% | 12,552 | - | 12,552 | 5.5% | 5,799 |
- 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.
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) | 30/06/2015 | 31/12/2014 | Change |
|---|---|---|---|
| Goodwill | 565,371 | 534,822 | 30,549 |
| Non-competition agreements, trademarks, customer lists and lease rights | 99,964 | 98,650 | 1,314 |
| Software, licences, other intangible fixed assets , fixed assets in progress and advances |
38,185 | 36,458 | 1,727 |
| Tangible assets | 98,081 | 96,188 | 1,893 |
| Financial fixed assets (1) | 47,949 | 48,583 | (634) |
| Other non-current financial assets (1) | 4,157 | 3,691 | 466 |
| Non-current assets | 853,707 | 818,392 | 35,315 |
| Inventories | 31,271 | 28,690 | 2,581 |
| Trade receivables | 116,103 | 109,355 | 6,748 |
| Other receivables | 38,136 | 33,059 | 5,077 |
| Current assets (A) | 185,510 | 171,104 | 14,406 |
| Operating assets | 1,039,217 | 989,496 | 49,721 |
| Trade payables | (108,242) | (101,788) | (6,454) |
| Other payables (2) | (114,587) | (124,418) | 9,831 |
| Provisions for risks and charges (current portion) | (6,900) | (978) | (5,922) |
| Current liabilities (B) | (229,729) | (227,184) | (2,545) |
| Net working capital (A) - (B) | (44,219) | (56,080) | 11,861 |
| Derivative instruments (3) | (7,826) | (9,820) | 1,994 |
| Deferred tax assets | 46,206 | 44,653 | 1,553 |
| Deferred tax liabilities | (55,490) | (51,998) | (3,492) |
| Provisions for risks and charges (non-current portion) | (44,292) | (40,569) | (3,723) |
| Liabilities for employees' benefits (non-current portion) | (17,570) | (15,712) | (1,858) |
| Loan fees (4) | 2,547 | 3,023 | (476) |
| Other non-current payables | (2,647) | (250) | (2,397) |
| NET INVESTED CAPITAL | 730,416 | 691,639 | 38,777 |
| Group net equity | 472,476 | 442,165 | 30,311 |
| Minority interests | 909 | 1,057 | (148) |
| Total net equity | 473,385 | 443,222 | 30,163 |
| Net medium and long-term financial indebtedness (4) | 387,570 | 442,484 | (54,914) |
| Net short-term financial indebtedness (4) | (130,539) | (194,067) | 63,528 |
| Total net financial indebtedness | 257,031 | 248,417 | 8,614 |
| OWN FUNDS AND NET FINANCIAL INDEBTEDNESS | 730,416 | 691,639 | 38,777 |
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.
| (€ thousands) | First Half 2015 | First Half 2014 |
|---|---|---|
| Operating profit (EBIT) | 46,264 | 35,358 |
| Amortization, depreciation and write down | 25,534 | 22,142 |
| Provisions, other non-monetary items and gain/losses from disposals | 15,330 | 6,910 |
| Net financial expenses | (13,760) | (10,826) |
| Taxes paid | (20,567) | (5,431) |
| Changes in net working capital | (15,815) | (12,029) |
| Cash flow generated from (absorbed by) operating activities (A) | 36,986 | 36,124 |
| Cash flow generated from (absorbed by) operating investing activities (B) | (17,190) | (16,516) |
| Free cash flow (A+B) | 19,796 | 19,608 |
| Cash flow generated from (absorbed by) business combinations (C) | (20,592) | (26,317) |
| (Purchase) sale of other investments, businesses and securities (D) | 4,337 | (167) |
| Cash flow generated from (absorbed by) investing activities (B+C+D) | (33,445) | (43,000) |
| Cash flow generated from (absorbed by) operating and investing activities | 3,541 | (6,876) |
| Dividends | (9,356) | (9,350) |
| Treasury shares | (2,681) | - |
| Capital increases, third parties contributions, dividends paid to third parties by subsidiaries | 3,286 | 1,165 |
| Hedging instruments and other changes in non-current assets | (1,811) | (4,640) |
| Net cash flow from the period | (7,021) | (19,701) |
| Net financial indebtedness at the beginning of the period | (248,417) | (275,367) |
| 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 | (1,593) | (2,190) |
| Change in net financial position | (7,021) | (19,701) |
| Net financial indebtedness at the end of the period | (257,031) | (297,258) |
CONSOLIDATED INCOME STATEMENT BY GEOGRAPHICAL AREA
| (€ thousands) | First Half 2015 | ||||
|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | |
| Revenues from sales and services | 330,740 | 95,973 | 73,566 | - | 500,279 |
| Operative costs | (300,829) | (77,811) | (50,813) | - | (429,453) |
| Other costs and revenues | 788 | 285 | (101) | - | 972 |
| Gross operating profit (EBITDA) | 30,699 | 18,447 | 22,652 | - | 71,798 |
| Depreciation and write-downs of non-current assets | (13,523) | (2,046) | (2,417) | - | (17,986) |
| Operating result before amortisation and impairment of customer lists, trademarks, non competition agreements and goodwill arising from business combinations (EBITA) |
17,176 | 16,401 | 20,235 | - | 53,812 |
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(3,855) | (338) | (3,355) | - | (7,548) |
| Operating profit (EBIT) | 13,321 | 16,063 | 16,880 | - | 46,264 |
| Income, expenses, valuation and adjustments of financial assets |
1,487 | ||||
| Net financial expenses | (15,146) | ||||
| Exchange differences and non hedge accounting instruments |
(175) | ||||
| Profit (loss) before tax | 32,430 | ||||
| Current and deferred tax | (14,004) | ||||
| Net profit (loss) | 18,426 | ||||
| Profit (loss) of minority interests | (123) | ||||
| Net profit (loss) attributable to the Group | 18,549 |
| (€ thousands) | First Half 2015 – Only recurring operations | ||||
|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | |
| Revenues from sales and services | 330,740 | 95,973 | 73,566 | - | 500,279 |
| Gross operating profit (EBITDA) | 37,491 | 18,447 | 22,652 | - | 78,590 |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
23,968 | 16,401 | 20,235 | - | 60,604 |
| Operating profit (EBIT) | 20,113 | 16,063 | 16,880 | - | 53,056 |
| Profit (loss) before tax | 42,162 | ||||
| Net profit (loss) attributable to the Group | 24,527 |
| (€ thousands) | First Half 2014 | ||||
|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | |
| Revenues from sales and services | 289,330 | 66,375 | 60,745 | - | 416,450 |
| Operative costs | (259,421) | (54,785) | (44,422) | - | (358,628) |
| Other costs and revenues | (541) | 292 | (72) | - | (321) |
| Gross operating profit (EBITDA) | 29,368 | 11,882 | 16,251 | - | 57,501 |
| Depreciation and write-downs of non-current assets | (11,300) | (1,268) | (2,282) | - | (14,850) |
| Operating result before amortisation and impairment of customer lists, trademarks, non competition agreements and goodwill arising from business combinations (EBITA) |
18,068 | 10,614 | 13,969 | - | 42,651 |
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(3,665) | (511) | (3,117) | - | (7,293) |
| Operating profit (EBIT) | 14,403 | 10,103 | 10,852 | - | 35,358 |
| Income, expenses, valuation and adjustments of financial assets |
513 | ||||
| Net financial expenses Exchange differences and non hedge accounting instruments |
(11,617) (839) |
||||
| Profit (loss) before tax | 23,415 | ||||
| Current and deferred tax | (935) | ||||
| Net profit (loss) | 22,480 | ||||
| Profit (loss) of minority interests | (83) | ||||
| Net profit (loss) attributable to the Group | 22,563 |
| (€ thousands) | First Half 2014 – Only recurring operations | ||||||
|---|---|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | |||
| Revenues from sales and services | 289,330 | 66,375 | 60,745 | - | 416,450 | ||
| Gross operating profit (EBITDA) | 29,368 | 11,882 | 16,251 | - | 57,501 | ||
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
18,068 | 10,614 | 13,969 | - | 42,651 | ||
| Operating profit (EBIT) | 14,403 | 10,103 | 10,852 | - | 35,358 | ||
| Profit (loss) before tax | 23,415 | ||||||
| Net profit (loss) attributable to the Group | 12,087 |
| (€ thousands) | Second Quarter 2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | ||||
| Revenues from sales and services | 179,185 | 49,642 | 40,111 | - | 268,938 | |||
| Operative costs | (160,264) | (40,144) | (26,757) | - | (227,165) | |||
| Other costs and revenues | (424) | 236 | (103) | - | (291) | |||
| Gross operating profit (EBITDA) | 18,497 | 9,734 | 13,251 | - | 41,482 | |||
| Depreciation and write-downs of non-current assets | (6,878) | (1,091) | (1,166) | - | (9,135) | |||
| Operating result before amortisation and impairment of customer lists, trademarks, non competition agreements and goodwill arising from business combinations (EBITA) |
11,619 | 8,643 | 12,085 | - | 32,347 | |||
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(1,910) | (172) | (1,690) | - | (3,772) | |||
| Operating profit (EBIT) | 9,709 | 8,471 | 10,395 | - | 28,575 | |||
| Income, expenses, valuation and adjustments of financial assets |
1,190 | |||||||
| Net financial expenses | (5,609) | |||||||
| Exchange differences and non hedge accounting instruments |
122 | |||||||
| Profit (loss) before tax | 24,278 | |||||||
| Current and deferred tax | (9,327) | |||||||
| Net profit (loss) | 14,951 | |||||||
| Profit (loss) of minority interests | (66) | |||||||
| Net profit (loss) attributable to the Group | 15,017 |
| (€ thousands) | Second Quarter 2015 – Only recurring operations | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | |||||
| Revenues from sales and services | 179,185 | 49,642 | 40,111 | - | 268,938 | ||||
| Gross operating profit (EBITDA) | 25,289 | 9,734 | 13,251 | - | 48,274 | ||||
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
18,411 | 8,643 | 12,085 | - | 39,139 | ||||
| Operating profit (EBIT) | 16,501 | 8,471 | 10,395 | - | 35,367 | ||||
| Profit (loss) before tax | 29,745 | ||||||||
| Net profit (loss) attributable to the Group | 18,351 |
| (€ thousands) | Second Quarter 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | ||||
| Revenues from sales and services | 161,391 | 33,404 | 33,306 | - | 228,101 | |||
| Operative costs | (137,413) | (27,855) | (23,498) | - | (188,766) | |||
| Other costs and revenues | (613) | 172 | (40) | - | (481) | |||
| Gross operating profit (EBITDA) | 23,365 | 5,721 | 9,768 | - | 38,854 | |||
| Depreciation and write-downs of non-current assets | (5,896) | (592) | (1,171) | - | (7,659) | |||
| Operating result before amortisation and impairment of customer lists, trademarks, non competition agreements and goodwill arising from business combinations (EBITA) |
17,469 | 5,129 | 8,597 | - | 31,195 | |||
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(1,898) | (250) | (1,602) | - | (3,750) | |||
| Operating profit (EBIT) | 15,571 | 4,879 | 6,995 | - | 27,445 | |||
| Income, expenses, valuation and adjustments of financial assets |
145 | |||||||
| Net financial expenses | (5,882) | |||||||
| Exchange differences and non hedge accounting instruments |
(527) | |||||||
| Profit (loss) before tax | 21,181 | |||||||
| Current and deferred tax | (8,686) | |||||||
| Net profit (loss) | 12,495 | |||||||
| Profit (loss) of minority interests | (57) | |||||||
| Net profit (loss) attributable to the Group | 12,552 |
| (€ thousands) | Second Quarter 2014 – Only recurring operations | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | |||||
| Revenues from sales and services | 161,391 | 33,404 | 33,306 | - | 228,101 | ||||
| Gross operating profit (EBITDA) | 23,365 | 5,721 | 9,768 | - | 38,854 | ||||
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
17,469 | 5,129 | 8,597 | - | 31,195 | ||||
| Operating profit (EBIT) | 15,571 | 4,879 | 6,995 | - | 27,445 | ||||
| Profit (loss) before tax | 21,181 | ||||||||
| Net profit (loss) attributable to the Group | 12,552 |
Revenues from sales and services
| (€ thousands) | First Half 2015 | First Half 2014 | Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services | 500,279 | 416,450 | 83,829 | 20.1% |
| (€ thousands) | Second Quarter 2015 | Second Quarter 2014 | Change | Change % |
| Revenues from sales and services | 268,938 | 228,101 | 40,837 | 17.9% |
Consolidated revenue from sales and services reached €500,279 thousand in the first half of 2015, versus €416,450 thousand in the same period 2014, an increase of €83,829 thousand (+20.1%) driven by organic growth which reached €42,624 thousand (+10.2%), by the exchange differences linked to the weakening of the Euro against other currencies which had a positive impact of €26,982 thousand (+6.5%) and by acquisitions for some €14,223 thousand (+3.4%).
In the second quarter alone, consolidated revenue from sales and services amounted to € 268,938 thousand, an increase of €40,837 thousand (+17.9%) against the same period of the prior year explained for €20,055 thousand (+8.8%) by organic growth, for €14,003 thousand (+6.1%) by the positive exchange differences and for €6,779 thousand (3.0%) by acquisitions.
The following table shows the breakdown of revenues from sales and services by geographical area:
| (€ thousands) | First Half 2015 |
% | First Half 2014 |
% | Change | Change % | Exchange diff. |
Change % in local currency |
|---|---|---|---|---|---|---|---|---|
| Italy | 120,366 | 24.1% | 107,426 | 25.8% | 12,940 | 12.0% | ||
| France | 58,848 | 11.8% | 50,398 | 12.1% | 8,450 | 16.8% | ||
| The Netherlands | 32,221 | 6.4% | 30,852 | 7.4% | 1,369 | 4.4% | ||
| Germany | 29,830 | 6.0% | 27,172 | 6.5% | 2,658 | 9.8% | ||
| United Kingdom | 20,732 | 4.1% | 18,082 | 4.3% | 2,650 | 14.7% | 2,247 | 2.2% |
| Switzerland | 19,768 | 4.0% | 14,500 | 3.5% | 5,268 | 36.3% | 2,666 | 17.9% |
| Spain | 17,195 | 3.4% | 15,733 | 3.8% | 1,462 | 9.3% | ||
| Belgium | 11,922 | 2.4% | 11,887 | 2.9% | 35 | 0.3% | ||
| Israel | 6,939 | 1.4% | 1,822 | 0.4% | 5,117 | 280.8% | 153 | 272.4% |
| Hungary | 4,293 | 0.9% | 5,257 | 1.3% | (964) | -18.3% | (8) | -18.1% |
| Portugal | 2,874 | 0.6% | 2,198 | 0.5% | 676 | 30.8% | ||
| Turkey | 1,991 | 0.4% | 1,570 | 0.4% | 421 | 26.8% | 70 | 22.3% |
| Egypt | 1,843 | 0.4% | 1,305 | 0.3% | 538 | 41.2% | 227 | 23.8% |
| Poland | 1,190 | 0.2% | 537 | 0.1% | 653 | 121.6% | 10 | 119.8% |
| Ireland | 430 | 0.1% | 341 | 0.1% | 89 | 26.1% | ||
| Luxembourg | 257 | 0.1% | 303 | 0.1% | (46) | -15.2% | ||
| Malta | 105 | 0.0% | - | 0.0% | 105 | n.a. | ||
| Intercompany eliminations | (64) | 0.0% | (53) | 0.0% | (11) | 20.8% | ||
| Total EMEA | 330,740 | 66.1% | 289,330 | 69.5% | 41,410 | 14.3% | 5,365 | 12.3% |
| USA | 92,406 | 18.5% | 64,375 | 15.5% | 28,031 | 43.5% | 17,165 | 16.9% |
| Canada | 2,989 | 0.6% | 2,000 | 0.5% | 989 | 49.4% | 250 | 36.9% |
| Brazil | 578 | 0.1% | - | 0.0% | 578 | n.a. | n.a. | n.a. |
| Total The Americas | 95,973 | 19.2% | 66,375 | 15.9% | 29,598 | 44.6% | 17,415 | 18.4% |
| Australia | 47,177 | 9.4% | 42,215 | 10.1% | 4,962 | 11.8% | 2,292 | 6.3% |
| New Zealand | 24,012 | 4.8% | 17,046 | 4.1% | 6,966 | 40.9% | 1,534 | 31.4% |
| India | 2,377 | 0.5% | 1,484 | 0.4% | 893 | 60.2% | 376 | 34.8% |
| Total Asia Pacific | 73,566 | 14.7% | 60,745 | 14.6% | 12,821 | 21.1% | 4,202 | 14.2% |
| Total | 500,279 | 100.0% | 416,450 | 100.0% | 83,829 | 20.1% | 26,982 | 13.7% |
Europe, Middle East and Africa
| Period (€ thousands) | 2015 | 2014 | Change | Change % |
|---|---|---|---|---|
| I quarter | 151,555 | 127,939 | 23,616 | 18.5% |
| II quarter | 179,185 | 161,391 | 17,794 | 11.0% |
| I Half Year | 330,740 | 289,330 | 41,410 | 14.3% |
Consolidated revenue from sales and services for the European market reached €330,740 thousand in the first six months of 2015 versus €289,330 thousand in the same period 2014, an increase of €41,410 thousand (+14.3%) explained for €24,193 thousand (+8.4%) by organic growth, for €11,852 thousand (+4.1%) by acquisitions, while exchange differences had a positive impact of €5,365 thousand (+1.8%).
The strong growth against the comparison period, which in the first quarter 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 (+12.0%), where the comparison period was weak, 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 (+16.8%), linked to both organic growth (+10.8%) and acquisitions (+6.0%);
- by the significant results achieved in Switzerland (+17.9% 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 (+9.8%, +9.6% of which explained by acquisitions);
- by the positive performance of the Middle East and Africa where the growth (+129.4%) is explained by both the consolidation for the entire half of the acquisition made in Israel versus just May and June in 2014, which contributed €5,117 thousand to period sales, as well as the excellent results posted in Egypt (+23.8% in local currency) and in Turkey (+22.3% 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 €2,075 thousand versus just €800 thousand in first half 2015. These sales are 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 second quarter alone, revenue from sales and services amounted to €179,185 thousand, an increase of €17,794 thousand (+11.0%), explained for €10,164 thousand (+6.3%) by organic growth, for €4,730 thousand (+2.9%) by acquisitions, while exchange differences had a positive impact of €2,900 thousand (+1.8%).
The Americas
| Period (€ thousands) | 2015 | 2014 | Change | Change % |
|---|---|---|---|---|
| I quarter | 46,331 | 32,971 | 13,360 | 40.5% |
| II quarter | 49,642 | 33,404 | 16,238 | 48.6% |
| I Half Year | 95,973 | 66,375 | 29,598 | 44.6% |
Revenue from sales and services in the Americas reached €95,973 thousand in the first half of 2015 versus €66,375 thousand in 2014, an increase of €29,598 thousand (+44.6%) explained for €17,415 thousand (+26.2%) by exchange differences and for €1,186 thousand (+1.8%) by acquisitions.
In local currency revenue was up by 18.4% (16.6% of which linked to organic growth) which in outright terms was distributed equally across all 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.
The contribution from the Brazilian business amounted to BRL 1,915 thousand (€578 thousand).
Revenue from sales and services in the second quarter alone amounted to €49,642 thousand, an increase of €16,238 thousand (+48.6%) against the comparison period explained for €9,351 thousand (+28.0%) by exchange differences, for €6.023 thousand (+18.0%) by organic growth and for €864 thousand (2.6%) by acquisitions.
Asia Pacific
| Period (€ thousands) | 2015 | 2014 | Change | Change % |
|---|---|---|---|---|
| I quarter | 33,455 | 27,439 | 6,016 | 21.9% |
| II quarter | 40,111 | 33,306 | 6,805 | 20.4% |
| I Half Year | 73,566 | 60,745 | 12,821 | 21.1% |
Revenue from sales and services in Asia-Pacific amounted to €73,566 thousand in the first half of 2015 versus €60,745 thousand in the comparison period; an increase of €12,821 thousand (+21.1%) explained €4,202 thousand (6.9%) by positive exchange differences. In local currency growth reached 6.3% in Australia and 31.4% (of which 7,0% due to acquisitions) in New Zealand where a particularly weak first quarter 2014 was posted while waiting for the regulatory changes to take effect which, beginning July 2014, resulted in increased subsidies. Growth reached 34.8% in India.
In the second quarter alone revenue from sales and services amounted to €40,111 thousand, an increase of €6,805 thousand (+20.4%) explained for €3,868 thousand (+11.6%) by organic growth, for €1,752 thousand (+5.3%) by exchange differences and for €1,185 thousand (3.7%) by acquisitions.
Gross operating profit (EBITDA)
| (€ thousands) | First Half 2015 | First Half 2014 | |||||
|---|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | ||
| Gross operating profit (EBITDA) | 78,590 | (6,792) | 71,798 | 57,501 | - | 57,501 | |
| (€ thousands) | Second Quarter 2015 | Second Quarter 2014 | |||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | ||
| Gross operating profit (EBITDA) | 48,274 | (6,792) | 41,482 | 38,854 | - | 38,854 |
Gross operating profit (EBITDA) amounted to €71,798 thousand in the first six months of 2015 (with an EBITDA margin of 14.4%) versus €57,501 thousand in the same period of the prior year (and an EBITDA margin of 13.8%), an increase of €14,297 thousand (+24.9%). The EBITDA margin rose 0.6%.
In the second quarter alone, gross operating profit (EBITDA) amounted to €41,482 thousand, an increase of € 2,628 thousand (+6.8%) against the second quarter of the prior year. The EBITDA margin decreased by 1.6% against the comparison period to 15.4%.
The result for the period was affected by extraordinary cost of €6,792 thousand for the transition of the leadership of the Group and benefited from exchange rates fluctuations that resulted in an increase of €4,830 thousand, of which €2,614 thousand relating to the second quarter. Excluding these effects, the increase against the comparison period amounted to €16,259 thousand (+28.3%) with reference to the entire semester, and €6,806 thousand (+17.5%) in relation to the second quarter alone.
The margin on revenues from sales and services related to recurring operations stood at 15.7% (+ 1.9% on the comparison period) and 17.9% (+0.9% on the comparison period) with reference to the second quarter alone.
| (€ thousands) | First Half 2015 | EBITDA Margin | First Half 2014 | EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 30,699 | 9.3% | 29,368 | 10.2% | 1,331 | 4.5% |
| The Americas | 18,447 | 19.2% | 11,882 | 17.9% | 6,565 | 55.3% |
| Asia Pacific | 22,652 | 30.8% | 16,251 | 26.8% | 6,401 | 39.4% |
| Total | 71,798 | 14.4% | 57,501 | 13.8% | 14,297 | 24.9% |
The following table shows a breakdown of EBITDA by geographical region:
| (€ thousands) | Second Quarter 2015 |
EBITDA Margin | Second Quarter 2014 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 18,497 | 10.3% | 23,365 | 14.5% | (4,868) | -20.8% |
| The Americas | 9,734 | 19.6% | 5,721 | 17.1% | 4,013 | 70.1% |
| Asia Pacific | 13,251 | 33.0% | 9,768 | 29.3% | 3,483 | 35.7% |
| Total | 41,482 | 15.4% | 38,854 | 17.0% | 2,628 | 6.8% |
The table below shows the breakdown of the EBITDA by geographical area with reference to the recurring operations.
| (€ thousands) | First Half 2015 | EBITDA Margin | First Half 2014 | EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 37,491 | 11.3% | 29,368 | 10.2% | 8,123 | 27.7% |
| The Americas | 18,447 | 19.2% | 11,882 | 17.9% | 6,565 | 55.3% |
| Asia Pacific | 22,652 | 30.8% | 16,251 | 26.8% | 6,401 | 39.4% |
| Total | 78,590 | 15.7% | 57,501 | 13.8% | 21,089 | 36.7% |
| (€ thousands) | Second Quarter 2015 |
EBITDA Margin | Second Quarter 2014 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 25,289 | 14.1% | 23,365 | 14.5% | 1,924 | 8.2% |
| The Americas | 9,734 | 19.6% | 5,721 | 17.1% | 4,013 | 70.1% |
| Asia Pacific | 13,251 | 33.0% | 9,768 | 29.3% | 3,483 | 35.7% |
| Total | 48,274 | 17.9% | 38,854 | 17.0% | 9,420 | 24.2% |
Europe, Middle-East and Africa
Gross operating profit (EBITDA) amounted to €30,699 thousand in the first six months of 2015 (with an EBITDA margin of 9.3%) versus €29,368 thousand in the same period of the prior year (and an EBITDA margin of 10.2%), an increase of €1,331 thousand (+4.5%). The EBITDA margin decreased by 0.9%.
In the second quarter alone gross operating profit (EBITDA) amounted to €18,497 thousand, a decrease of €4,868 thousand (-20.8%) against the second quarter of the prior year. The EBITDA margin amounts to 10.3% a decrease of 4.2% against the comparison period.
The result for the period was affected by extraordinary cost of €6,792 thousand for the transition of the leadership of the Group and benefited from exchange rates fluctuations that resulted in an increase of €218 thousand, of which €188 thousand relating only to the second quarter. Excluding these effects, the increase against the comparison period amounted to €7,905 thousand (+ 26.9%) with reference to the entire semester, and €1,736 thousand (+7.4%) in relation to the second quarter alone and it is mainly due to the results obtained in Italy, France, Switzerland as well as the contribution of the consolidation of the operations acquired in Israel in the second quarter of 2014.
The margin on revenues from sales and services related to recurring business amounted to 11.3% (+ 1.2% on the comparison period) and 14.1% (-0.4% on the comparison period) with reference to the second quarter alone.
The Americas
Gross operating profit (EBITDA) amounted to €18,447 thousand in the first six months of 2015 (with an EBITDA margin of 19.2%) versus €11,882 thousand in the same period of the prior year (and an EBITDA margin of 17.9%), an increase of €6,565 thousand (+55.3%). The EBITDA margin rose 1.3%. Net of the exchange differences which had a positive impact of €3,498 thousand, the increase in EBITDA reached €3,067 thousand (+25.8%).
In the second quarter alone gross operating profit (EBITDA) amounted to €9,734 thousand, an increase of €4,013 thousand (+70.1%) against the second quarter of the prior year. The EBITDA margin rose 2.5% against the comparison period to 19.6%. Net of the exchange differences which had a positive impact of €1,912 thousand, EBITDA increased by €2,101 thousand (+36.7%).
Asia Pacific
Gross operating profit (EBITDA) amounted to €22,652 thousand in the first six months of 2015 (with an EBITDA margin of 30.8%) versus €16,251 thousand in the same period of the prior year (and an EBITDA margin of 26.8%), an increase of €6,401 thousand (+39.4%) The EBITDA margin rose 4.0%. Net of the exchange differences which had a positive impact of €1,114 thousand; the increase in EBITDA reached €5,287 thousand (+32.5%) and reflects both the strong increase recorded in New Zealand and the continuous growth of business in Australia.
In the second quarter alone gross operating profit (EBITDA) amounted to €13,251 thousand, an increase of €3,483 thousand (+35.7%) against the second quarter of the prior year. The EBITDA margin rose 3.7% against the comparison period to 33.0%. Net of the exchange differences, which had a positive impact of €514 thousand, EBITDA increased by €2,969 thousand (+30.4%).
Operating profit (EBIT)
| (€ thousands) | First Half 2015 | First Half 2014 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Operating profit (EBIT) | 53,056 | (6,792) | 46,264 | 35,358 | - | 35,358 |
| (€ thousands) | Second Quarter 2015 | Second Quarter 2014 | ||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Operating profit (EBIT) | 35,367 | (6,792) | 28,575 | 27,445 | - | 27,445 |
Operating profit (EBIT) amounted to €46,264 thousand in the first six months of 2015 versus €35,358 thousand in the same period of the prior year, an increase of €10,906 thousand (+30.8%) with the EBIT margin rising 0.7% against the 8.5% posted in first half 2014 to 9.2%.
In the second quarter alone operating profit (EBIT) amounted to €28,575 thousand, an increase of €1,130 thousand (+4.1%) against the second quarter of the prior year. The EBIT margin decreases by 1.4% against the comparison period to 10.6%.
The result for the period was affected by extraordinary cost of €6,792 thousand for the transition of the leadership of the Group and benefited from exchange rates fluctuations that resulted in an increase of €3,739 thousand, of which €1,778 thousand relating only to the second quarter. Excluding these effects, the increase against the comparison period amounted to €13,959 thousand (+39.5%) with reference to the entire semester and Euro 6,144 thousand (+22.4%) in relation to the second quarter alone.
The margin on revenues from sales and services related to recurring operations stood at 10.6% (+2.1% on the comparison period) and 13.2% (+1.2% on the comparison period) with reference to the second quarter alone.
The operating result compared to EBITDA for the period was affected by higher depreciation on investments made from 2014 in the opening of new stores and in information systems.
The following table shows the breakdown of EBIT by geographical region:
| (€ thousands) | First Half 2015 | EBIT Margin | First Half 2014 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 13,321 | 4.0% | 14,403 | 5.0% | (1,082) | -7.5% |
| The Americas | 16,063 | 16.7% | 10,103 | 15.2% | 5,960 | 59.0% |
| Asia Pacific | 16,880 | 22.9% | 10,852 | 17.9% | 6,028 | 55.5% |
| Total | 46,264 | 9.2% | 35,358 | 8.5% | 10,906 | 30.8% |
| (€ thousands) | Second Quarter 2015 |
EBIT Margin | Second Quarter 2014 |
EBIT Margin | Change | Change % |
| EMEA | 9,709 | 5.4% | 15,571 | 9.6% | (5,862) | -37.6% |
| The Americas | 8,471 | 17.1% | 4,879 | 14.6% | 3,592 | 73.6% |
| Asia Pacific | 10,395 | 25.9% | 6,995 | 21.0% | 3,400 | 48.6% |
The following table shows the breakdown of EBIT by geographical region with reference to the recurring transactions:
| (€ thousands) | First Half 2015 | EBIT Margin | First Half 2014 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 20,113 | 6.1% | 14,403 | 5.0% | 5,710 | 39.6% |
| The Americas | 16,063 | 16.7% | 10,103 | 15.2% | 5,960 | 59.0% |
| Asia Pacific | 16,880 | 22.9% | 10,852 | 17.9% | 6,028 | 55.5% |
| Total | 53,056 | 10.6% | 35,358 | 8.5% | 17,698 | 50.1% |
| (€ thousands) | Second Quarter 2015 |
EBIT Margin | Second Quarter 2014 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 16,501 | 9.2% | 15,571 | 9.6% | 930 | 6.0% |
| The Americas | 8,471 | 17.1% | 4,879 | 14.6% | 3,592 | 73.6% |
| Asia Pacific | 10,395 | 25.9% | 6,995 | 21.0% | 3,400 | 48.6% |
| Total | 35,367 | 13.2% | 27,445 | 12.0% | 7,922 | 28.9% |
Europe, Middle-East and Africa
Operating profit (EBIT) amounted to €13.321 thousand in the first six months of 2015 versus €14,403 thousand in the same period of the prior year, a decrease of €1,082 thousand (-7.5%). with the EBIT margin decreased by 1.0% against the 5.0% posted in first six months of 2014 to 4.0%.
In the second quarter alone operating profit (EBIT) amounted to €9,709 thousand, a decrease of €5,862 thousand (-37.6%) against the second quarter of the prior year. The EBIT margin fell 4.2% against the comparison period to 5.4%.
The result for the period was affected by extraordinary cost of €6,792 thousand for the transition of the leadership of the Group and benefited from exchange rates fluctuations that led to a decrease of €188 thousand, of which €339 thousand relating only to the second quarter. Excluding these effects, the increase against the comparison period amounted to €5,898 thousand (+40.9%) with reference to the entire semester and €1,269 thousand (+8.1%) in relation to the second quarter alone.
The margin on revenues from sales and services related to recurring operations stood at 6.1% (+1.1% on the comparison period) and 9.2% (-0.4% on the comparison period) with reference to the second quarter alone.
The operating result compared to EBITDA for the period was affected by higher depreciation on investments made from 2014 in the opening of new stores and in information systems.
The Americas
Operating profit (EBIT) amounted to €16,063 thousand in the first six months of 2015 versus €10,103 thousand in the same period of the prior year, an increase of €5,960 thousand (+59.0%). with the EBIT margin rising 1.5% against the 15.2% posted in first six months of 2014 to 16.7%. Net of the exchange differences, which had a positive impact of €3,150 thousand, the increase in EBIT reached €2,810 thousand (+27.8%), in line with the change in EBITDA described above.
In the second quarter alone operating profit (EBIT) amounted to €8,471 thousand, an increase of €3,592 thousand (+73.6%) against the second quarter of the prior year. The EBIT margin rose 2.5% against the comparison period. Net of the exchange differences, which had a positive impact of €1,723 thousand, EBIT came to €1,869 thousand (+38.3%).
Asia Pacific
Operating profit (EBIT) amounted to €16,880 thousand in the first six months of 2015 versus €10,852 thousand in the same period of the prior year, an increase of €6,028 thousand (+55.5%). With the EBIT margin rising 5.0% against the 17.9% posted in first six months of 2014 to 22.9%. Net of the exchange differences, which had a positive impact of €777 thousand, the increase in EBIT reached €5,251 thousand (+48.4%), in line with the change in EBITDA described above.
In the second quarter alone operating profit (EBIT) amounted to €10,395 thousand, an increase of €3,400 thousand (+48.6%) against the second quarter of the prior year. The EBIT margin rose 4.9% against the comparison period. Net of the exchange differences, which had a positive impact of €394 thousand, EBIT increased by €3,006 thousand (+43.0%).
| (€ thousands) | First Half 2015 | First Half 2014 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Profit before tax | 42,162 | (9,732) | 32,430 | 23,415 | - | 23,415 |
| (€ thousands) | Second Quarter 2015 | Second Quarter 2014 | ||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Profit before tax | 29,745 | (5,467) | 24,278 | 21,181 | - | 21,181 |
Profit before tax
Profit before tax for the first six months of 2015 came to €32,430 thousand (with a gross profit margin of 6.5%) versus €23,415 thousand in the same period of the prior year (and a gross profit margin of 5.6%), an increase of €9,015 thousand (+38.5%).
The above figure reflects following non-recurring items:
- operating result was affected by extraordinary cost of €6,792 thousand for the Group's leadership transition;
- the make whole payment of €4,265 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 a reinvestment rate of 36 bps. If advance payment had not been made the coupons payable to investors would have amounted to €2,584 thousand in 2015 and €2,395 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;
- financial income of €1,325 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 transactions, the increase in profit before tax against the comparison period would have reached €18,747 thousand (+80.1%). In addition to the increase in EBIT described above, 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 second quarter alone the profit before tax reached €24,278 thousand, an increase of €3,097 thousand against the second quarter of the prior year (€8,564 thousand with reference to the recurring transactions only.
| (€ thousands) | First Half 2015 | First Half 2014 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Net profit attributable to the Group |
24,527 | (5,978) | 18,549 | 12,087 | 10,476 | 22,563 |
| (€ thousands) | Second Quarter 2015 | Second Quarter 2014 | ||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Net profit attributable to the Group |
18,351 | (3,334) | 15,017 | 12,552 | - | 12,552 |
Net profit attributable to the Group
The net profit of the Group was affected by non-recurring expenses totaling €5,978 thousand net of taxes which, as described above, relate to the extraordinary cost for the termination agreement with the Chief Executive Officer, the make whole advance repayment of the private placement and the investment income in New Zealand came to €18,549 thousand in the first six months of 2015 (with a profit margin of 3.7%) versus €22,563 thousand in first half 2014 (and a profit margin of 5.4%), but which had also benefitted from the €10,476 thousand in one-off tax income recorded in Australia. Group profit of recurring transactions increased by €12,440 thousand (+102.9%) against the comparison period.
In the second quarter alone the Group's net profit amounted to €15,017 thousand, an increase of €2,465 thousand (+19.6%) against the comparison period. Net of the non-recurring items described above, the increase reached €5,799 thousand (+46.2%).
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 38.4%. The rate is lower than the 42.5% recorded in first half 2015, 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 (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).
CONSOLIDATED BALANCE SHEET BY GEOGRAPHICAL AREA
| (€ thousands) | 30/06/2015 | ||||
|---|---|---|---|---|---|
| EMEA | The Americas | Asia Pacific | Elim. | Total | |
| Goodwill | 234,968 | 74,780 | 255,623 | - | 565,371 |
| Non-competition agreements, trademarks, customer lists and lease rights |
33,240 | 3,332 | 63,392 | - | 99,964 |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
22,528 | 10,907 | 4,750 | - | 38,185 |
| Tangible assets | 79,067 | 3,547 | 15,467 | - | 98,081 |
| Financial fixed assets | 3,845 | 44,104 | - | - | 47,949 |
| Other non-current financial assets | 3,788 | 24 | 345 | - | 4,157 |
| Non-current assets | 377,436 | 136,694 | 339,577 | - | 853,707 |
| Inventories | 28,707 | 498 | 2,066 | - | 31,271 |
| Trade receivables | 78,937 | 29,996 | 8,270 | (1,100) | 116,103 |
| Other receivables | 28,453 | 8,495 | 1,195 | (7) | 38,136 |
| Current assets (A) | 136,097 | 38,989 | 11,531 | (1,107) | 185,510 |
| Operating assets | 513,533 | 175,683 | 351,108 | (1,107) | 1,039,217 |
| Trade payables | (66,546) | (33,592) | (9,204) | 1,100 | (108,242) |
| Other payables | (94,267) | (3,693) | (16,634) | 7 | (114,587) |
| Provisions for risks and charges (current portion) |
(6,900) | - | - | - | (6,900) |
| Current liabilities (B) | (167,713) | (37,285) | (25,838) | 1,107 | (229,729) |
| Net working capital (A) - (B) | (31,616) | 1,704 | (14,307) | - | (44,219) |
| Derivative instruments | (7,826) | - | - | - | (7,826) |
| Deferred tax assets | 41,642 | 1,643 | 2,921 | - | 46,206 |
| Deferred tax liabilities | (13,948) | (23,801) | (17,741) | - | (55,490) |
| Provisions for risks and charges (non current portion) |
(20,835) | (22,632) | (825) | - | (44,292) |
| Liabilities for employees' benefits (non current portion) |
(15,840) | (212) | (1,518) | - | (17,570) |
| Loan fees | 2,323 | - | 224 | - | 2,547 |
| Other non-current payables | (2,453) | (13) | (181) | - | (2,647) |
| NET INVESTED CAPITAL | 328,883 | 93,383 | 308,150 | - | 730,416 |
| Group net equity | 472,476 | ||||
| Minority interests | 909 | ||||
| Total net equity | 473,385 | ||||
| Net medium and long-term financial indebtedness |
387,570 | ||||
| Net short-term financial indebtedness | (130,539) | ||||
| Total net financial indebtedness | 257,031 | ||||
| OWN FUNDS AND NET FINANCIAL INDEBTEDNESS |
730,416 |
| (€ 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 Minority interests |
442,165 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 €853,707 thousand at 30 June 2015 versus €818,392 thousand at 31 December 2014, an increase of €35,315 thousand explained (i) for €18,566 thousand by capital expenditure; (ii) for €26,628 thousand by acquisitions; (iii) for €25,534 thousand by depreciation and amortization, and for €15,655 thousand by other net increases relating primarily to positive exchange differences.
The following table shows the breakdown of non-current assets by geographical region:
| (€ thousands) | 30/06/2015 | 31/12/2014 | Change | |
|---|---|---|---|---|
| Goodwill | 234,968 | 219,994 | 14,974 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
33,240 | 31,054 | 2,186 | |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
22,528 | 22,158 | 370 | |
| EMEA | Tangible assets | 79,067 | 76,354 | 2,713 |
| Financial fixed assets | 3,845 | 6,962 | (3,117) | |
| Other non-current financial assets | 3,788 | 3,346 | 442 | |
| Non-current assets | 377,436 | 359,868 | 17,568 | |
| Goodwill | 74,780 | 67,325 | 7,455 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
3,332 | 2,129 | 1,203 | |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
10,907 | 10,257 | 650 | |
| The Americas | Tangible assets | 3,547 | 3,829 | (282) |
| Financial fixed assets | 44,104 | 40,978 | 3,126 | |
| Other non-current financial assets | 24 | 19 | 5 | |
| Non-current assets | 136,694 | 124,537 | 12,157 | |
| Goodwill | 255,623 | 247,503 | 8,120 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
63,392 | 65,467 | (2,075) | |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
4,750 | 4,043 | 707 | |
| Asia Pacific | Tangible assets | 15,467 | 16,005 | (538) |
| Financial fixed assets | - | 643 | (643) | |
| Other non-current financial assets | 345 | 326 | 19 | |
| Non-current assets | 339,577 | 333,987 | 5,590 |
Europe, Middle-East and Africa
Non-current assets came to €377,436 thousand at 30 June 2015 versus €359,868 thousand at 31 December 2014, an increase of €17,568 thousand explained:
- for €11,479 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 €2,933 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 €17,734 thousand, by acquisitions made during the period;
- for €17,379 thousand, by amortization, depreciation and impairment;
- for €2,801 thousand, by other net increases, relating primarily to positive exchange differences.
The Americas
Non-current assets came to €136.694 thousand at 30 June 2015 versus €124,537 thousand at 31 December 2014, an increase of €12,157 thousand explained:
- for €934 thousand, by investments in plant, property and equipment, relating primarily to the renewal and opening of stores in Canada;
- for €1,036 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 €3,724 thousand, by acquisitions made during the period;
- for €2,384 thousand, by amortization and depreciation;
- for €8,847 thousand, by other net decreases relating primarily to positive exchange differences.
Asia Pacific
Non-current assets came to €339,577 thousand at 30 June 2015 versus €333,987 thousand at 31 December 2014, an increase of €5,590 thousand explained:
- for €1,600 thousand, by investments in plant, property and equipment, relating primarily to the opening, restructuring and relocation of a few stores;
- for €584 thousand by investments in intangible assets, relating primarily to the implementation of a new front-office system;
- for €4,525 thousand, by acquisitions made during the period;
- for €5,772 thousand, by amortization and depreciation;
- for €4,653 thousand, by other net increases, primarily exchange differences.
Net invested capital
Net invested capital came to €730,416 thousand al 30 June 2015 versus €691,639 thousand at 31 December 2014, an increase of €38,777 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) | 30/06/2015 | 31/12/2014 | Change |
|---|---|---|---|
| EMEA | 328,883 | 312,793 | 16,090 |
| The Americas | 93,383 | 83,327 | 10,056 |
| Asia Pacific | 308,150 | 295,519 | 12,631 |
| Total | 730,416 | 691,639 | 38,777 |
Europe, Middle-East and Africa
Net invested capital came to €328,883 thousand at 30 June 2015, an increase of €16,090 thousand against the amount recorded at 31 December 2014, basically in line with the increase in non-current assets described above. Factoring without recourse in the period involved trade receivables with a face value of €22,873 thousand (€24,528 thousand in the first half of the prior year) and VAT credits with a face value of €8,375 thousand (€7,162 thousand in the first half of the prior year).
The Americas
Net invested capital came to €93,383 thousand at 30 June 2015, an increase of €10,056 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 €308,150 thousand at 30 June 2015, an increase of €12,631 thousand against the amount recorded at 31 December 2014. The increase in non-current assets described above was accompanied by a rise in working capital linked to the payment of taxes accrued at December 2014.
Net financial indebtedness
| (€ thousands) | 30/06/2015 | 31/12/2014 | Change |
|---|---|---|---|
| Net medium and long-term financial indebtedness | 387,570 | 442,484 | (54,914) |
| Net short-term financial indebtedness | 26,803 | 17,057 | 9,746 |
| Cash and cash equivalents | (157,342) | (211,124) | 53,782 |
| Net financial indebtedness | 257,031 | 248,417 | 8,614 |
| Group net equity | 472,476 | 442,165 | 30,311 |
| Minority interests | 909 | 1,057 | (148) |
| Net Equity | 473,385 | 443,222 | 30,163 |
| Financial indebtedness/Group net equity | 0.54 | 0.56 | |
| Financial indebtedness/net equity | 0.54 | 0.56 |
Net financial indebtedness amounted to €257,031 thousand at 30 June 2015, an increase of €8,614 thousand with respect to 31 December 2014. In the first half, despite the seasonality that characterizes the first few months of the year, cash flow generated by current operations in the period reached a positive €71,322 thousand: the higher debt is, in fact, a direct consequence of the acquisitions made during the period (€20,592 thousand), dividends paid to shareholders during the second quarter(€9,356 thousand) and non-recurring financial expenses of €4,265 thousand relating to the make whole amount due as a result of the advance repayment in May of the private placement 2006-2016. The cash flow generated by current operations also absorbed interest payable and other financial charges of €9,504 thousand, capital expenditure totaling €18,566 thousand and €20,567 thousand in taxes.
At 30 June 2015 total financial indebtedness amounted to €257,031 thousand against cash and cash equivalents totaling €157,342 thousand. Long term debt amounted to €387,570 thousand, €9,931 thousand of which relating to the best estimate of the deferred payments for acquisitions. Short term debt amounted to €26,803 thousand, €14,982 thousand of which explained by the interest payable in July on the Eurobond and the private placement. 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 €157.3 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 €15,072 thousand at 30 June 2015, versus €11,052 thousand at 30 June 2014. When looking at this number it is important to bear in mind that the financial expenses recorded in the period were impacted by the make whole payment of €4,265 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 €2,584 thousand in 2015 and €2,395 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.
Interest receivable on bank deposits at 30 June 2015 reached €441 thousand, versus €429 thousand at 30 June 2014.
Covenants:
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 June 2015 these ratios were as follows:
| Value | |
|---|---|
| Net financial indebtedness/Group net equity | 0.54 |
| Net financial indebtedness/EBITDA for the last 4 quarters | 1.58 |
In accordance with typical 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 Euro 275 million Eurobond maturing in 2018 issued in July nor the remaining €0.4 million of long term debt, including the short term portions, are subject to covenants.
The ratio of net debt/net invested capital at 30 June 2015 was 35.19% (35.92% at 31 December 2014).
The reasons for the changes in net debt are detailed in the next paragraph 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 Half 2015 | First Half 2014 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net profit (loss) attributable to the Group | 18,549 | 22,563 |
| Minority interests | (123) | (83) |
| Amortization, depreciation and write-downs: | ||
| - Intangible fixed assets | 12,106 | 10,326 |
| - Tangible fixed assets | 13,428 | 11,816 |
| - Goodwill | - | - |
| Total amortization, depreciation and write-downs | 25,534 | 22,142 |
| Provisions | 15,253 | 6,847 |
| (Gains) losses from sale of fixed assets | 78 | 62 |
| Group's share of the result of associated companies | 43 | (168) |
| Financial income and charges | 13,790 | 12,111 |
| Current and deferred income taxes | 14,004 | 935 |
| Change in assets and liabilities: | ||
| - Utilization of provisions | (3,268) | (3,671) |
| - (Increase) decrease in inventories | (810) | 994 |
| - Decrease (increase) in trade receivables | (3,485) | 9,538 |
| - Increase (decrease) in trade payables | 2,379 | (789) |
| - Changes in other receivables and other payables | (10,631) | (18,101) |
| Total change in assets and liabilities | (15,815) | (12,029) |
| Dividends received | 9 | 106 |
| Net interest charges | (13,769) | (10,931) |
| Taxes paid | (20,567) | (5,431) |
| Cash flow generated from (absorbed by) operating activities | 36,986 | 36,124 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (4,553) | (4,041) |
| Purchase of tangible fixed assets | (14,013) | (14,793) |
| Consideration from sale of tangible fixed assets and businesses | 1,376 | 2,318 |
| Cash flow generated from (absorbed by) investing activities | (17,190) | (16,516) |
| Cash flow generated from operating and investing activities (Free cash flow) | 19,796 | 19,608 |
| Business combinations (*) | (20,592) | (26,317) |
| (Purchase) sale of other investments and securities | 4,337 | (167) |
| Cash flow generated from acquisitions | (16,255) | (26,484) |
| Cash flow generated from (absorbed by) investing activities | (33,445) | (43,000) |
| (€ thousands) | First Half 2015 | First Half 2014 |
|---|---|---|
| FINANCING ACTIVITIES: | ||
| Other non-current assets | (1,811) | (4,640) |
| Distributed dividends | (9,356) | (9,350) |
| Treasury shares | (2,681) | - |
| Capital increases (reduction)/third parties contributions in subsidiaries / dividends paid to third parties by the subsidiaries |
3,286 | 1,165 |
| Cash flow generated from (absorbed by) financing activities | (10,562) | (12,825) |
| Changes in net financial indebtedness | (7,021) | (19,701) |
| Net financial indebtedness at the beginning of the period | (248,417) | (275,367) |
| Effect of exchange rate fluctuations on net financial indebtedness | (1,593) | (2,190) |
| Changes in net indebtedness | (7,021) | (19,701) |
| Net financial indebtedness at the end of the period | (257,031) | (297,258) |
(*) The item refers to the net cash flow absorbed by the acquisition of businesses and equity investments.
The change in net financial indebtedness of €8,614 thousand is attributable to:
- (i) Investment activities:
- capital expenditure on property, plant and equipment and intangible investments of €18,566 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 €20,592 thousand including the debt of the acquired companies;
- net proceeds from the disposal of other assets, equity investments and securities amounting to €5,713 thousand of which €4,337 thousands due to the sale of securities portfolios belonging to Amplinsure RE AG as the Group's reinsurance activities were transferred to Malta.
- (ii) Operating activities:
- interest payable on financial indebtedness and other net financial charges of €13,769 thousand, €4,265 thousand of which relative to the make whole amount due as a result of the advance repayment of the private placement 2006-2016;
- payment of taxes amounting to €20,567 thousand, a significant increase against the comparison period which had benefitted from the €7,869 thousand one-off tax refund posted in Australia;
- cash flow generated by operations of €71,322 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 €3,286 thousand;
- purchase of treasury shares amounting to €2,681 thousand;
- increase in non-current assets of €1,811 thousand relating primarily to loans granted by the American companies to franchisees for the renewal of stores, investments and development in the US.
- (iv) Negative exchange differences of €1,593 thousand.
ACQUISITION OF COMPANIES AND BUSINESSES
In first half 2015 the Group continued to grow externally and made a series of acquisitions involving small regional chains (for a total of 56 stores and contact points) with a view to increasing regional coverage.
More in detail:
- 23 stores were acquired in Germany;
- 19 stores were acquired in France;
- the remaining shares of Dilworth Hearing Limited, already 40% held, were purchased in New Zealand. Dilworth Hearing, manages 6 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;
The total investment amounted to €20,592 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
The implementation of the buyback program approved during the Shareholders' Meetings held on 16 April 2014 and on 21 April 2015 continued in the first half. The program, the purpose of which is to increase treasury shares in order to service stock-based incentive plans, 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 June 2015 407,000 shares had been purchased at an average price of €6.59 as part of this program.
In June 2015 the performance stock grants assigned in 2011 vested for a total of 1,349,958 rights, 596,417 of which were exercised in the period as a result of which the Company transferred the same number of treasury shares to the beneficiaries.
The treasury shares held at 30 June 2015, therefore, now total 7,230,583 or 3.21% of the Company's share capital.
Treasury Shares purchased in 2005, 2006, 2007, 2014 and 2015 held in the Company's portfolio are listed 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 | 407,000 | 6.586 | 2,680,600 |
| Transfers due to Performance Stock grants - January 2011 | (409,000) | 4.161 | (1,701,645) |
| Transfers due to Performance Stock grants - April 2011 | (187,417) | 4.432 | (830,621) |
| Total at 30 June 2015 | 7,230,583 | 6.458 | 46,695,570 |
SUBSEQUENT EVENTS AFTER 30 JUNE 2015
On 1 July 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 48,530 ordinary shares of Amplifon S.p.A. with a par value of €0.02 each subscribed in June 2015. The share capital, entirely subscribed and paid-in, amounted to €4,504,898 at 1 July 2015.
In the United States on 1 July 2015 a member of the Elite network (and former Sonus franchisee) terminated its contract with Amplifon and settled all outstanding debt and amounts owed for supplies. As a result of this transaction Amplifon cashed in a total of USD 12.0 million, including a penalty of USD 2.4 million, which had a positive impact on the income statement of USD 4.4 million pre-tax: the above mentioned USD 2.4 million penalty was accompanied by USD 1.6 million in financial income relating to the termination of the loans granted in the past and a capital gain on disposals of USD 0.4 million.
At the opening of the Board of Directors of 23 July 2015 the CEO Franco Moscetti waived from his office with effect from the Board of Directors' meeting to be held on 22 October. From the aforementioned date onwards he will continue as a non-executive Deputy Chairman until the end of the mandate. In this context, the Board of Directors delegated the Chairman to call a Shareholder's Meeting to be held in October, in order to elect a new Director who shall be appointed as Chief Executive Officer by the Board of Directors during the meeting on 22 October. According to the proposal put forward by the Remuneration and Appointment Committee, which carried out the appropriate process for the identification and evaluation of the candidates for the position of Chief Executive Officer, the Board of Directors informs to have identified Enrico Vita, current Chief Operating Officer, as the candidate fully meeting the requirements of leadership and competencies requested to hold the position. Thus the Board of Directors, in view of the Shareholders' meeting to be convened shortly, recommends to the Shareholders the candidacy of Enrico Vita as a member of the Board.
The burden of the Group's leadership will be charged to income on an accrual basis during this period.
In July 2015 implementation of the buyback program approved during the Shareholders' Meeting held on 16 April 2014 continued and a total of 65,000 shares were purchased between the end of the half and the date of this report at an average price of €7.207. Exercise of the performance stock grants assigned in 2011 continued as a result of which the Company transferred a total of 367,375 treasury shares to the beneficiaries. The treasury shares held at the date of this report, therefore, now total 6,928,208 or 3.08% of the Company's share capital.
In July the Group also continued to grow externally and made a series of minor acquisitions: three points of sale were purchased in France, three stores in Germany and two stores in Belgium.
OUTLOOK
As 2015 progresses, the Amplifon Group will be operating in an economic environment that is expected to stabilize in Europe, remain positive in both the United States and Asia Pacific, making it possible to record continuous growth and further improve profitability:
- in Europe, thanks to the positive outcome of the new marketing and communication strategy in Italy and despite the persistent pressure on sale prices in the Netherlands where, at the end of the year, insurance tenders are expected to be re-launched. Toward this end, Amplifon has already secured the first significant contract for the two-year period 2016-2017;
- in the United States, thanks to the development of new initiatives, particularly the contracts signed with premiere insurance companies;
- in Asia Pacific, thanks to stable organic growth in Australia and reinforcement of the growth recorded in New Zealand.
We believe that the growth in profitability reported in the period will continue. The Group will continue to sustain organic growth including through adequate investments in the opening of new stores, digital marketing and CRM initiatives. External growth will remain a priority in order to reach adequate critical mass in specific regions, as well as enter other new countries with a growing and wealthy elderly population.
CONTINGENT LIABILITIES AND UNCERTAINTIES
With regard to the investigation, mentioned in the 2014 Annual Financial Report, begun by the Financial Administration on 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 first half 2015, in addition to what had already taken place in 2014, other Provincial branches of the Financial Administration submitted motions for self-assessment, canceling previously issued notices due to dismissal of the claims, including the Provincial branch in Milan with regard, specifically, to the Amplifon loan.
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 favor. In any case, any damage award would not exceed a few hundred thousand Euros.
Currently the Group is not subject to any other particular risks or uncertainties.
CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2015
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| (€ thousands) | 30/06/2015 | 31/12/2014 | Change | |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Goodwill | Note 5 | 565,371 | 534,822 | 30,549 |
| Intangible fixed assets with finite useful life | Note 6 | 138,149 | 135,108 | 3,041 |
| Tangible fixed assets | Note 7 | 98,081 | 96,188 | 1,893 |
| Investments valued at equity | 1,261 | 2,000 | (739) | |
| Financial assets measured at fair value through profit or loss | 371 | 4,512 | (4,141) | |
| Long- term hedging instruments | 7,467 | 7,568 | (101) | |
| Deferred tax assets | 46,206 | 44,653 | 1,553 | |
| Other assets | 50,473 | 45,762 | 4,711 | |
| Total non-current assets | 907,379 | 870,613 | 36,766 | |
| Current assets | ||||
| Inventories | 31,271 | 28,690 | 2,581 | |
| Trade receivables | 116,103 | 109,355 | 6,748 | |
| Other receivables | 38,136 | 33,059 | 5,077 | |
| Hedging instruments | 172 | 467 | (295) | |
| Cash and cash equivalents | 157,342 | 211,124 | (53,782) | |
| Total current assets | 343,024 | 382,695 | (39,671) | |
| TOTAL ASSETS | 1,250,403 | 1,253,308 | (2,905) |
| (€ thousands) | 30/06/2015 | 31/12/2014 | Change | |
|---|---|---|---|---|
| LIABILITIES | ||||
| Net Equity | ||||
| Share capital | Note 8 | 4,505 | 4,492 | 13 |
| Share premium account | 196,420 | 191,903 | 4,517 | |
| Treasury shares | Note 8 | (46,696) | (46,547) | (149) |
| Other reserves | 7,308 | (9,568) | 16,876 | |
| Profit (loss) carried forward | 292,390 | 255,410 | 36,980 | |
| Profit (loss) for the period | 18,549 | 46,475 | (27,926) | |
| Group net equity | 472,476 | 442,165 | 30,311 | |
| Minority interests | 909 | 1,057 | (148) | |
| Total net equity | 473,385 | 443,222 | 30,163 | |
| Non-current liabilities | ||||
| Medium/long-term financial liabilities | Note 10 | 391,091 | 438,719 | (47,628) |
| Provisions for risks and charges | 44,292 | 40,569 | 3,723 | |
| Liabilities for employees' benefits | 17,568 | 15,711 | 1,857 | |
| Hedging instruments | - | 8,773 | (8,773) | |
| Deferred tax liabilities | 55,490 | 51,998 | 3,492 | |
| Payables for business acquisitions | 9,931 | 10,034 | (103) | |
| Other long-term debt | 2,647 | 250 | 2,397 | |
| Total non-current liabilities | 521,019 | 566,054 | (45,035) | |
| Current liabilities | ||||
| Trade payables | 108,242 | 101,788 | 6,454 | |
| Payables for business acquisitions | 2,792 | 1,692 | 1,100 | |
| Other payables | 113,650 | 123,667 | (10,017) | |
| Hedging instruments | 23 | 362 | (339) | |
| Provisions for risks and charges | 6,900 | 978 | 5,922 | |
| Liabilities for employees' benefits | 937 | 752 | 185 | |
| Short-term financial liabilities | Note 10 | 23,455 | 14,793 | 8,662 |
| Total current liabilities | 255,999 | 244,032 | 11,967 | |
| TOTAL LIABILITIES | 1,250,403 | 1,253,308 | (2,905) |
CONSOLIDATED INCOME STATEMENT
| (€ thousands) | First Half 2015 | First Half 2014 | Change | ||||
|---|---|---|---|---|---|---|---|
| Recurring | Non Recurring |
Total | Recurring | Non Recurring |
Total | ||
| Revenues from sales and services | 500,279 | - | 500,279 | 416,450 | - | 416,450 | 83,829 |
| Operating costs | (422,661) | (6,792) | (429,453) | (358,628) | - | (358,628) | (70,825) |
| Other income and costs | 972 | - | 972 | (321) | - | (321) | 1,293 |
| Gross operating profit (EBITDA) | 78,590 | (6,792) | 71,798 | 57,501 | - | 57,501 | 14,297 |
| Amortisation, depreciation and impairment |
|||||||
| Amortisation of intangible fixed assets | (12,022) | - | (12,022) | (10,327) | - | (10,327) | (1,695) |
| Depreciation of tangible fixed assets | (13,266) | - | (13,266) | (11,624) | - | (11,624) | (1,642) |
| Impairment and impairment reversals of non current assets |
(246) | - | (246) | (192) | - | (192) | (54) |
| (25,534) | - | (25,534) | (22,143) | - | (22,143) | (3,391) | |
| Operating result | 53,056 | (6,792) | 46,264 | 35,358 | - | 35,358 | 10,906 |
| Financial income, charges and value adjustments to financial assets |
|||||||
| Group's share of the result of associated companies valued at equity |
(43) | - | (43) | 168 | - | 168 | (211) |
| Other income and charges, impairment and revaluations of financial assets |
205 | 1,325 | 1,530 | 344 | - | 344 | 1,186 |
| Interest income and charges | (10,366) | (4,265) | (14,631) | (10,246) | - | (10,246) | (4,385) |
| Other financial income and charges | (515) | - | (515) | (1,370) | - | (1,370) | 855 |
| Exchange gains and losses | 3,526 | - | 3,526 | 2,279 | - | 2,279 | 1,247 |
| Gain (loss) on assets measured at fair value | (3,701) | - | (3,701) | (3,118) | - | (3,118) | (583) |
| (10,894) | (2,940) | (13,834) | (11,943) | - | (11,943) | (1,891) | |
| Profit (loss) before tax | 42,162 | (9,732) | 32,430 | 23,415 | - | 23,415 | 9,015 |
| Note Current and deferred income tax 14 |
|||||||
| Current tax | (17,937) | 2,253 | (15,684) | (10,535) | 8,550 | (1,985) | (13,699) |
| Deferred tax | 179 | 1,501 | 1,680 | (876) | 1,926 | 1,050 | 630 |
| (17,758) | 3,754 | (14,004) | (11,411) | 10,476 | (935) | (13,069) | |
| Total net profit (loss) | 24,404 | (5,978) | 18,426 | 12,004 | 10,476 | 22,480 | (4,054) |
| Net profit (loss) attributable to Minority interests |
(123) | - | (123) | (83) | - | (83) | (40) |
| Net profit (loss) attributable to the Group | 24,527 | (5,978) | 18,549 | 12,087 | 10,476 | 22,563 | (4,014) |
| Income (loss) and earnings per share (€ per share) | Note 12 | First Half 2015 |
First Half 2014 |
||||
| Income (loss) and earnings per share (€ per share) | Note 12 | First Half 2015 |
First Half 2014 |
|
|---|---|---|---|---|
| Earnings per share - base - diluted |
0.08534 0.08263 |
0.103792 0.100789 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| (€ thousands) | First Half 2015 |
First Half 2014 |
|---|---|---|
| Net income (loss) for the period | 18,426 | 22,480 |
| Other comprehensive income (loss) that will not be reclassified subsequently to profit or loss: | ||
| Re-measurement of defined benefit plans | (994) | (683) |
| Tax effect on components of other comprehensive income that will not be reclassified subsequently to profit or loss |
172 | 125 |
| Total other comprehensive income (loss) that will not be reclassified subsequently to profit or loss after the tax effect (A) |
(822) | (558) |
| Other comprehensive income that will be reclassified subsequently to profit or loss | ||
| Gains/(losses) on cash flow hedging instruments | 2,615 | (2,689) |
| Gains/(losses) on exchange differences from translation of financial statements of foreign entities | 14,059 | 18,002 |
| Tax effect on components of other comprehensive income that will be reclassified subsequently to profit or loss |
(662) | 734 |
| Total other comprehensive income (loss) that will be reclassified subsequently to profit or loss after the tax effect (B) |
16,012 | 16,047 |
| Total other comprehensive income (loss) (A)+(B) | 15,190 | 15,489 |
| Comprehensive income (loss) for the period | 33,616 | 37,969 |
| Attributable to the Group | 33,766 | 38,061 |
| Attributable to Minority interests | (150) | (92) |
STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY
| (€ thousands) | Share capital | Share premium account |
Legal reserve | Other reserves | Treasury shares reserve |
Stock option 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 |
3,272 | |||||
| Other changes | 366 | (428) | ||||
| - Hedge accounting | ||||||
| - Actuarial gains (losses) | ||||||
| - Translation difference | ||||||
| - Result for HY 2014 | ||||||
| Total comprehensive income (loss) for the period |
||||||
| Balance at 30 June 2014 | 4,488 | 190,625 | 934 | 2,770 | (44,091) | 18,458 |
| (€ thousands) | Share capital | Share premium account |
Legal reserve | Other reserves |
Treasury shares reserve |
Stock option 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 | 13 | 3,273 | ||||
| Treasury shares | (2,681) | |||||
| Dividend distribution | ||||||
| Implicit cost of stock options and stock grants |
5,435 | |||||
| Other changes | 1,245 | 29 | 2,532 | (3,806) | ||
| - Hedge accounting | ||||||
| - Actuarial gains (losses) | ||||||
| - Translation difference | ||||||
| - Result for HY 2015 | ||||||
| Total comprehensive income (loss) for the period |
||||||
| Balance at 30 June 2015 | 4,505 | 196,420 | 934 | 3,636 | (46,696) | 23,390 |
| 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 |
|---|---|---|---|---|---|---|---|
| (2,716) | 598 | 249,432 | (48,567) | 12,848 | 380,616 | 460 | 381,076 |
| 12,848 | (12,848) | - | - | ||||
| 953 | 953 | ||||||
| (9,350) | (9,350) | (9,350) | |||||
| 3,272 | 3,272 | ||||||
| (2,483) | 2,410 | (135) | 54 | (81) | |||
| (1,955) | (1,955) | (1,955) | |||||
| (558) | (558) | (558) | |||||
| 18,011 | 18,011 | (9) | 18,002 | ||||
| 22,563 | 22,563 | (83) | 22,480 | ||||
| (1,955) | (558) | 18,011 | 22,563 | 38,061 | (92) | 37,969 | |
| (4,671) | (2,443) | 255,340 | (30,556) | 22,563 | 413,417 | 422 | 413,839 |
| 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) | ||||||
| 3,286 | 3,286 | ||||||
| (2,681) | (2,681) | ||||||
| (9,356) | (9,356) | (9,356) | |||||
| 5,435 | 5,435 | ||||||
| (139) | (139) | 2 | (137) | ||||
| 1,953 | 1,953 | 1,953 | |||||
| (822) | (822) | (822) | |||||
| 14,086 | 14,086 | (27) | 14,059 | ||||
| 18,549 | 18,549 | (123) | 18,426 | ||||
| 1,953 | (822) | 14,086 | 18,549 | 33,766 | (150) | 33,616 | |
| (5,468) | (5,389) | 292,390 | (9,795) | 18,549 | 472,476 | 909 | 473,385 |
CONSOLIDATED CASH FLOW STATEMENT
| OPERATING ACTIVITIES Net profit (loss) 18,426 22,480 Amortization, depreciation and write-downs: - intangible fixed assets 12,106 10,326 - tangible fixed assets 13,428 11,816 - goodwill Provisions 15,253 6,847 (Gains) losses from sale of fixed assets 78 62 Group's share of the result of associated companies 43 (168) Financial income and charges 13,790 12,111 Current, deferred tax assets and liabilities 14,004 936 Cash flow from operating activities before change in working capital 87,128 64,410 Utilization of provisions (3,268) (3,671) (Increase) decrease in inventories (809) 994 Decrease (increase) in trade receivables (3,485) 9,538 Increase (decrease) in trade payables 2,378 (789) Changes in other receivables and other payables (10,631) (18,101) Total change in assets and liabilities (15,815) (12,029) Dividends received 9 106 Interest received (paid) (9,178) (4,419) Taxes paid (20,567) (5,413) Cash flow generated from (absorbed by) operating activities (A) 41,577 42,655 INVESTING ACTIVITIES: Purchase of intangible fixed assets (4,553) (4,041) Purchase of tangible fixed assets (14,013) (14,793) Consideration from sale of tangible fixed assets 1,376 2,318 Cash flow generated from (absorbed by) operating investing activities (B) (17,190) (16,516) Purchase of subsidiaries and business units (21,270) (27,453) Increase (decrease) in payables through business acquisition 922 5,518 (Purchase) sale of other investments, business units and securities 4,337 (167) Cash flow generated from (absorbed by) acquisition activities (C) (16,011) (22,102) Cash flow generated from (absorbed by) investing activities (B+C) (33,201) (38,618) FINANCING ACTIVITIES: Increase (decrease) in financial payables (57,153) 4,210 (Increase) decrease in financial receivables 2,515 2,085 Derivatives instruments and other non-current assets - - Commissions paid for medium/long-term financing - - Other non-current assets and liabilities (1,811) (4,640) Treasury shares (2,681) - Dividends distributed (9,356) (9,350) Capital increases and minority shareholders' contributions and dividends paid to third parties by 3,286 1,165 subsidiaries Cash flow generated from (absorbed by) financing activities (D) (65,200) (6,530) Net increase in cash and cash equivalents (A+B+C+D) (56,824) (2,493) |
(€ thousands) | First Half 2015 |
First Half 2014 |
|---|---|---|---|
| (€ thousands) | First Half 2015 |
First Half 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 | 2,364 | 1,455 |
| Liquid assets acquired | 678 | 1,137 |
| Cash and cash equivalents flows | (56,824) | (2,493) |
| Cash and cash equivalents at the end of period | 157,342 | 170,258 |
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 Half 2015 |
First Half 2014 |
|---|---|---|
| - Goodwill (*) | 15,600 | 8,935 |
| - Customer lists | 8,245 | 12,653 |
| - Trademarks and non-competition agreements | - | 462 |
| - Other intangible fixed assets | 129 | 167 |
| - Tangible fixed assets | 915 | 3,272 |
| - Financial fixed assets | - | 585 |
| - Current assets | 2,503 | 12,544 |
| - Provisions for risks and charges | (1,252) | (1,677) |
| - Current liabilities | (4,219) | (9,970) |
| - Other non-current assets and liabilities | (1,390) | (2,453) |
| - Minority interests | (130) | 6 |
| Total investments | 20,401 | 24,523 |
| Net financial debt acquired | 869 | 2,931 |
| Total business combinations | 21,270 | 27,453 |
| (Increase) decrease in payables for businesses combinations | (922) | (5,518) |
| Disposal of businesses (reduction in earn-outs), purchase of investments and shares | (4,337) | 167 |
| Cash flow absorbed by (generated from) acquisitions | 16,011 | 22,102 |
| (Cash and cash equivalents acquired) | (678) | (1,137) |
| Net cash flow absorbed by (generated from) acquisitions | 15,333 | 20,966 |
(*) 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 June 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 June 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 have been prepared in accordance with the provisions of IAS 34 – Interim Financial Reporting.
The condensed consolidated interim financial statements at 30 June 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 June 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 June 2015 was authorised by a resolution of the Board of Directors of 23 July 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 June 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 June 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 22 July 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) |
Financial years beginning on or after 1 Jan '17 |
| 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. It is however noteworthy the fact that the International Accounting standard Board published in consultation an exposure draft: "Effective Date of IFRS 15 (Proposed amendments to IFRS 15)" that suggests to postpone of one year, that is the 1 January 2018, the enter into force of the accounting standard.
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 the adoption of all the other standards and interpretations described above is not expected to have a material impact on the measurement of the Group's assets, liabilities, costs and revenue.
3. Financial risk management
The condensed consolidated interim financial statements at 30 June 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 June 2015, the Amplifon Group held the following financial instruments measured at fair value:
- financial assets designated at fair value through profit or loss: this item includes investments in bonds and other listed securities made by the subsidiary Amplinsure RE AG. the assets owned by the company are valued at fair value based on the stock exchange prices of the last trading day;
- 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.
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:
-
- quoted (unadjusted) prices in active markets for identical assets and liabilities;
-
- input data other than the above quoted prices, but which can be observed directly or indirectly in the market;
-
- input data on assets or liabilities not based on observable market data.
| 30/06/2015 | 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 |
371 | 371 | 4,512 | 4,512 | ||||
| Hedging instruments | ||||||||
| - Long-term | 7,467 | 7,467 | 7,568 | 7,568 | ||||
| - Short-term | 172 | 172 | 467 | 467 | ||||
| Liabilities | ||||||||
| Hedging instruments | ||||||||
| - Long-term | (8,773) | (8,773) | ||||||
| - Short-term | (23) | (23) | (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 | 234,968 | 74,780 | 255,623 | 565,371 | |
| Intangible fixed assets with finite useful life | 55,768 | 14,239 | 68,142 | 138,149 | |
| Tangible fixed assets | 79,067 | 3,547 | 15,467 | 98,081 | |
| Investments valued at equity | 1,261 | 1,261 | |||
| Financial assets measured at fair value through profit and loss | 371 | 371 | |||
| Hedging instruments | 7,467 | 7,467 | |||
| Deferred tax assets | 41,642 | 1,643 | 2,921 | 46,206 | |
| Other assets | 6,001 | 44,127 | 345 | 50,473 | |
| Total non-current assets | 907,379 | ||||
| Current assets | |||||
| Inventories | 28,707 | 498 | 2,066 | 31,271 | |
| Receivables | 107,390 | 38,491 | 9,465 | (1,107) | 154,239 |
| Hedging instruments | 172 | 172 | |||
| Cash and cash equivalents | 157,342 | ||||
| Total current assets | 343,024 | ||||
| TOTAL ASSETS | 1,250,403 | ||||
| LIABILITIES | |||||
| Net Equity | 473,385 | ||||
| Non-current liabilities | |||||
| Medium/long-term financial liabilities | 391,091 | ||||
| Provisions for risks and charges | 20,835 | 22,632 | 825 | 44,292 | |
| Liabilities for employees' benefits | 15,838 | 212 | 1,518 | 17,568 | |
| Deferred taxes | 13,949 | 23,801 | 17,740 | 55,490 | |
| Payables for business acquisitions | 5,535 | 1,909 | 2,487 | 9,931 | |
| Other long-term debt | 2,453 | 13 | 181 | 2,647 | |
| Total non-current liabilities | 521,019 | ||||
| Current liabilities | |||||
| Trade payables | 66,546 | 33,592 | 9,204 | (1,100) | 108,242 |
| Payables for business acquisitions | 2,189 | 603 | 2,792 | ||
| Other payables | 93,430 | 3,593 | 16,634 | (7) | 113,650 |
| Hedging instruments | 23 | 23 | |||
| Provisions for risks and charges | 6,900 | 6,900 | |||
| Liabilities for employees' benefits | 837 | 100 | 937 | ||
| Short-term financial liabilities | 23,455 | ||||
| Total current liabilities | 255,999 | ||||
| TOTAL LIABILITIES | 1,250,403 |
Statement of Financial Position as at 30 June 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 Half 2015
| (€ thousands) | EMEA | THE AMERICAS |
ASIA PACIFIC | ELIM. CONSOLIDATED |
|---|---|---|---|---|
| Revenues from sales and services | 330,740 | 95,973 | 73,566 | 500,279 |
| Operating costs | (300,829) | (77,811) | (50,813) | (429,453) |
| Other income and costs | 788 | 285 | (101) | 972 |
| Gross operating profit (EBITDA) | 30,699 | 18,447 | 22,652 | 71,798 |
| Amortisation, depreciation and impairment | ||||
| Amortisation | (6,513) | (1,929) | (3,580) | (12,022) |
| Depreciation | (10,705) | (386) | (2,175) | (13,266) |
| Impairment and impairment reversals of non-current assets |
(160) | (69) | (17) | (246) |
| (17,378) | (2,384) | (5,772) | (25,534) | |
| Operating result | 13,321 | 16,063 | 16,880 | 46,264 |
| Financial income, charges and value adjustments to financial assets |
||||
| Group's share of the result of associated companies | (120) | 77 | (43) | |
| valued at equity Other income and charges, impairment and revaluations of financial assets |
1,530 | |||
| Interest income and charges | (14,631) | |||
| Other financial income and charges | (515) | |||
| Exchange gains and losses | 3,526 | |||
| Gain (loss) on assets measured at fair value | (3,701) | |||
| (13,834) | ||||
| Net profit (loss) before tax | 32,430 | |||
| Current and deferred income tax | ||||
| Current income tax | (15,684) | |||
| Deferred tax | 1,680 | |||
| (14,004) | ||||
| Total net profit (loss) | 18,426 | |||
| Minority interests | (123) | |||
| Net profit (loss) attributable to the Group | 18,549 |
Income Statement – First Half 2014
| (€ thousands) | EMEA | THE AMERICAS |
ASIA PACIFIC | ELIM. CONSOLIDATED |
|---|---|---|---|---|
| Revenues from sales and services | 289,330 | 66,375 | 60,745 | 416,450 |
| Operating costs | (259,421) | (54,785) | (44,422) | (358,628) |
| Other income and costs | (541) | 292 | (72) | (321) |
| Gross operating profit (EBITDA) | 29,368 | 11,882 | 16,251 | 57,501 |
| Amortisation, depreciation and impairment | ||||
| Amortisation | (5,452) | (1,604) | (3,271) | (10,327) |
| Depreciation | (9,321) | (175) | (2,128) | (11,624) |
| Impairment and impairment reversals of non-current assets |
(192) | (192) | ||
| (14,965) | (1,779) | (5,399) | (22,143) | |
| Operating result | 14,403 | 10,103 | 10,852 | 35,358 |
| Financial income, charges and value adjustments to financial assets |
||||
| Group's share of the result of associated companies | 126 | 42 | 168 | |
| valued at equity Other income and charges, impairment and revaluations |
||||
| of financial assets | 344 | |||
| Interest income and charges | (10,246) | |||
| Other financial income and charges | (1,370) | |||
| Exchange gains and losses | 2,279 | |||
| Gain (loss) on assets measured at fair value | (3,118) | |||
| (11,943) | ||||
| Net profit (loss) before tax | 23,415 | |||
| Current and deferred income tax | ||||
| Current income tax | (1,985) | |||
| Deferred tax | 1,050 | |||
| (935) | ||||
| Total net profit (loss) | 22,480 | |||
| Minority interests | (83) | |||
| Net profit (loss) attributable to the Group | 22,563 |
5. Acquisitions and goodwill
During the first six 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 56 stores and point of sales). In detail:
- in EMEA 23 stores were purchased in Germany and 19 in France;
- 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 €20,592 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 and Oceania |
Total |
|---|---|---|---|---|
| Cost of acquisitions of the period | 14,021 | 3,245 | 4,809 | 22,074 |
| Assets and liabilities acquired – Book value | ||||
| Current assets | 1,015 | 338 | 484 | 1,838 |
| Current liabilities | (2,339) | (283) | (742) | (3,363) |
| Net working capital | (1,324) | 55 | (257) | (1,525) |
| Other intangible and tangible assets | 655 | 67 | 321 | 1,044 |
| Provisions for risks and charges | (1,252) | - | - | (1,252) |
| Other non-current assets and liabilities | 62 | 4 | - | 66 |
| Non-current assets and liabilities | (535) | 71 | 321 | (142) |
| Net invested capital | (1,858) | 127 | 64 | (1,667) |
| Minority interests | - | - | (130) | (130) |
| Net financial position | (253) | (340) | 403 | (190) |
| NET EQUITY ACQUIRED - BOOK VALUE | (2,111) | (213) | 337 | (1,987) |
| DIFFERENCE TO BE ALLOCATED | 16,131 | 3,458 | 4,472 | 24,061 |
| ALLOCATIONS | ||||
| Customer lists | 5,354 | 1,487 | 1,404 | 8,245 |
| Deferred tax assets | 890 | 5 | 17 | 912 |
| Deferred tax liabilities | (1,776) | (199) | (393) | (2,368) |
| Total allocations | 4,468 | 1,293 | 1,028 | 6,789 |
| TOTAL GOODWILL | 11,663 | 2,166 | 3,444 | 17,273 |
(*) 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 30/06/2015 |
|---|---|---|---|---|---|---|
| Italy | 576 | - | - | - | - | 576 |
| France | 58,094 | 3,171 | - | - | - | 61,265 |
| Iberian Peninsula | 23,975 | - | - | - | - | 23,975 |
| Hungary | 1,026 | - | - | - | 1 | 1,027 |
| Switzerland | 11,918 | - | - | - | 1,844 | 13,762 |
| The Netherlands | 32,781 | - | - | - | - | 32,781 |
| Belgium and Luxembourg | 9,305 | - | - | - | - | 9,305 |
| Germany | 61,778 | 8,492 | - | - | (95) | 70,175 |
| Poland | 217 | - | - | - | - | 217 |
| United Kingdom and Ireland | 15,729 | - | - | - | 1,492 | 17,221 |
| Turkey | 1,057 | - | - | - | (4) | 1,053 |
| Israel | 3,538 | - | - | - | 73 | 3,611 |
| USA and Canada | 64,877 | 2,166 | - | - | 5,466 | 72,509 |
| Brazil | 2,448 | - | (176) | 2,272 | ||
| Australia and New Zealand | 245,072 | 3,444 | - | - | 4,486 | 253,002 |
| India | 2,431 | - | - | - | 189 | 2,620 |
| Goodwill | 534,822 | 17,273 | - | - | 13,276 | 565,371 |
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:
| (€ 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 30/06/2015 |
Accumulated amortisation and write-downs at 30/06/2015 |
Net book value at 30/06/2015 |
|---|---|---|---|---|---|---|
| Software | 67,232 | (46,432) | 20,800 | 71,657 | (51,518) | 20,139 |
| Licenses | 9,411 | (7,572) | 1,839 | 9,705 | (8,015) | 1,691 |
| Non-competition agreements | 4,765 | (4,765) | - | 3,590 | (3,590) | - |
| Customer lists | 162,359 | (86,407) | 75,952 | 174,160 | (95,212) | 78,948 |
| Trademarks and concessions | 32,350 | (10,085) | 22,265 | 31,708 | (11,210) | 20,499 |
| Other | 20,402 | (8,979) | 11,423 | 22,561 | (9,835) | 12,726 |
| Fixed assets in progress and advances |
2,829 | - | 2,829 | 4,146 | - | 4,146 |
| Total | 299,348 | (164,240) | 135,108 | 317,528 | (179,379) | 138,149 |
| (€ thousands) | Net book value at 31/12/2014 |
Investments | Disposals | Amortisation | Business combinations |
Impairment | Other net changes |
Net book value at 30/06/2015 |
|---|---|---|---|---|---|---|---|---|
| Software | 20,800 | 1,345 | (17) | (3,397) | 13 | - | 1,395 | 20,139 |
| Licenses | 1,839 | 229 | - | (395) | 8 | - | 10 | 1,691 |
| Non-competition agreements |
- | - | - | - | - | - | - | - |
| Customer lists | 75,952 | - | (19) | (6,111) | 8,245 | (69) | 950 | 78,948 |
| Trademarks and concessions |
22,265 | - | - | (1,400) | - | - | (366) | 20,499 |
| Other | 11,423 | 1,334 | (58) | (719) | 108 | - | 638 | 12,726 |
| Fixed assets in progress and advances |
2,829 | 1,645 | - | - | - | (15) | (313) | 4,146 |
| Total | 135,108 | 4,553 | (94) | (12,022) | 8,374 | (84) | 2,314 | 138,149 |
Changes in "business combinations" amount to €8,374 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 in the United States and further front office systems implementations.
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 30/06/2015 |
Accumulated amortisation and write-downs at 30/06/2015 |
Net book value at 30/06/2015 |
|---|---|---|---|---|---|---|
| Land | 162 | - | 162 | 162 | - | 162 |
| Buildings, constructions and leasehold improvements |
103,334 | (64,522) | 38,812 | 111,094 | (71,551) | 39,543 |
| Plant and machines | 30,778 | (24,038) | 6,740 | 32,535 | (25,651) | 6,884 |
| Industrial and commercial equipment |
38,184 | (25,326) | 12,858 | 39,534 | (26,498) | 13,036 |
| Motor vehicles | 5,619 | (3,168) | 2,451 | 6,169 | (3,007) | 3,162 |
| Computers and office machinery | 33,571 | (26,347) | 7,224 | 36,305 | (29,240) | 7,065 |
| Furniture and fittings | 68,245 | (44,179) | 24,066 | 70,982 | (47,069) | 23,913 |
| Other tangible fixed assets | 3,536 | (2,391) | 1,145 | 3,996 | (2,883) | 1,113 |
| Fixed assets in progress and advances |
2,730 | - | 2,730 | 3,203 | - | 3,203 |
| Total | 286,159 | (189,971) | 96,188 | 303,980 | (205,899) | 98,081 |
| (€ thousands) | Net book value at |
31/12/2014 Investments | Disposals | Amortisation | Business combinations |
Impairment | Other net changes |
Net book value at 30/06/2015 |
|---|---|---|---|---|---|---|---|---|
| Land | 162 | - | - | - | - | - | - | 162 |
| Buildings, constructions and leasehold improvements |
38,812 | 3,652 | (640) | (5,029) | 280 | (106) | 2,574 | 39,543 |
| Plant and machines | 6,740 | 927 | (6) | (1,026) | 245 | (4) | 8 | 6,884 |
| Industrial and commercial equipment | 12,858 | 1,766 | (4) | (1,476) | 26 | (31) | (103) | 13,036 |
| Motor vehicles | 2,451 | 1,083 | (11) | (622) | 18 | - | 243 | 3,162 |
| Computers and office machinery | 7,224 | 1,088 | (13) | (1,829) | 52 | (4) | 547 | 7,065 |
| Furniture and fittings | 24,066 | 2,594 | (2) | (3,099) | 189 | - | 165 | 23,913 |
| Other tangible fixed assets | 1,145 | 119 | (1) | (185) | 105 | (17) | (53) | 1,113 |
| Fixed assets in progress and advances | 2,730 | 2,784 | (1) | - | - | - | (2,310) | 3,203 |
| Total | 96,188 | 14,013 | (678) | (13,266) | 915 | (162) | 1,071 | 98,081 |
Capital expenditure made in the period mainly concerned the continuation of the store renovation and relocation programme based on the concept store programme and new openings in Canada.
The increase in "business combinations" of €915 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 June 2015 the fully paid in and subscribed share capital consisted of 225,244,881 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 643,030 stock options, equivalent to 0.3% 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 the first half of 2015, 407,000 shares have been purchased at an average price of €6.586.
During the month of June 2015, the performance stock grants assigned in 2011 vested for a total of 1,349,958 rights, of which 596,417 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 now equals 7,230,583 or 3.21% 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.
| N. shares Average purchase price (Euro) FV of transferred rights (Euro) |
Total amount | ||
|---|---|---|---|
| 31 December 2014 | 7,420,000 | 6.273 | 46,547,235 |
| Purchased in 2015 | 407,000 | 6.586 | 2,680,600 |
| Transfers due to performance stock grants - January 2011 | (409,000) | 4.161 | (1,701,645) |
| Transfers due to performance stock grants - April 2011 | (187,417) | 4.432 | (830,621) |
| 30 June 2015 | 7,230,583 | 6.458 | 46,695,570 |
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 June 2015, was as follows:
| (€ thousands) | 30/06/2015 | 31/12/2014 | Changes |
|---|---|---|---|
| Liquid funds | (157,342) | (211,124) | 53,782 |
| Payables for business acquisitions | 2,792 | 1,692 | 1,100 |
| Other short term loans- third parties (including current portion) | 579 | 468 | 111 |
| Other financial payables | 23,581 | 15,002 | 8,579 |
| Non hedge accounting derivative instruments | (149) | (105) | (44) |
| Short-term financial position | (130,539) | (194,067) | 63,528 |
| Private placement 2006-2016 | - | 57,656 | (57,656) |
| Private placement 2013-2025 | 116,186 | 107,075 | 9,111 |
| Eurobond 2013-2018 | 275,000 | 275,000 | - |
| Finance lease obligations | 1,405 | 1,088 | 317 |
| Other medium/long-term debt | 342 | 247 | 95 |
| Hedging derivatives | (15,294) | (8,616) | (6,678) |
| Medium/long-term acquisition payables | 9,931 | 10,034 | (103) |
| Net medium and long-term indebtedness | 387,570 | 442,484 | (54,914) |
| Net financial indebtedness | 257,031 | 248,417 | 8,614 |
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) | 30/06/2015 |
|---|---|
| Private placement 2013-2025 | 116,186 |
| Eurobond 2013-2018 | 275,000 |
| Finance lease obligations | 1,405 |
| Other medium/long-term debt | 342 |
| Loan, private placement 2013-2025 and Eurobond 2013-2018 fees | (1,842) |
| Medium/long-term financial liabilities | 391,091 |
b. under the caption "short term financial liabilities" for the current portion.
| (€ thousands) | 30/06/2015 |
|---|---|
| Short term debt | 22,523 |
| Current portion of finance lease obligations | 1,058 |
| Other short term financial liabilities | 23,581 |
| Other short term debt (including current portion of other long- term debt) | 579 |
| Loan, private placement 2013-2025 and Eurobond fees | (705) |
| Short-term financial liabilities | 23,455 |
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 €387,570 thousand at 30 June 2015 versus €442,484 thousand at 31 December 2014. The change of €54,914 thousand is explained by the early repayment, occurred in May, of the 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 €63,528 thousand from €194,067 thousand at December 31, 2014 to €130,539 thousand at June 30, 2015.
10. Financial liabilities
Financial liabilities break down as follows:
| (€ thousands) | 30/06/2015 | 31/12/2014 | Change |
|---|---|---|---|
| Private placement 2006-2016 | - | 57,656 | (57,656) |
| Private placement 2013-2025 | 116,186 | 107,075 | 9,111 |
| Eurobond 2013-2018 | 275,000 | 275,000 | - |
| Loan, private placement 2013-2025 and Eurobond 2013-2018 fees | (1,842) | (2,347) | 505 |
| Other medium long term debt | 342 | 247 | 95 |
| Finance lease obligations | 1,405 | 1,088 | 317 |
| Total medium/long-term financial liabilities | 391,091 | 438,719 | (47,628) |
| Short term debt: | 23,455 | 14,793 | 8,662 |
| - of which loan, private placement 2013-2025 and Eurobond 2013-2018 fees | (705) | (677) | (28) |
| - of which current-portion of lease obligations | 1,058 | 822 | 232 |
| Total short-term financial liabilities | 23,455 | 14,793 | 8,662 |
| Total financial debt | 414,546 | 453,512 | (38,966) |
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 | 294,965 | 4.875% | ||
| Total in Euro | 275,000 | 294,965 | 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 | 7,826 | 3.85% | 3.39% |
| 30-May 13 | Amplifon USA | 31- Jul -23 | USD | 8,000 | 9,417 | 4.46% | 3.90% |
| 31-Jul-13 | Amplifon USA | 31- Jul -20 | USD | 13,000 | 14,569 | 3.90% | 3.42% |
| 31- Jul -13 | Amplifon USA | 31- Jul -23 | USD | 52,000 | 61,814 | 4.51% | 3.90%-3.94% |
| 31-Jul-13 | Amplifon USA | 31- Jul -25 | USD | 50,000 | 61,094 | 4.66% | 4.00%-4.05% |
| Total | 130,000 | 154,720 |
(*)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.
The following table shows a breakdown of long-term debt by maturity:
(€ thousands)
| Debtor | Average | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Repayments | Nominal amount and maturity date |
rate 2014 /360 |
Amount at 31/12/2014 |
Exchange rate effect |
Repayments as al 30/06/2015 |
New loans |
Business combinations |
Amount at 30/06/2015 |
Short term portion |
Medium and LT portion |
| Eurobond | EUR 275,000 | 4.88% | 275,000 | - | - | - | - | 275,000 | - | 275,000 |
| Bullet 16/7/2018 | 16/07/2018 | |||||||||
| Private placement Amplifon 2006-2016 (*) |
USD 70,000 | 6.41% | 57,656 | 5,080 | (62,736) | - | - | - | - | - |
| Instalments 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 | 490 | - | - | - | 6,256 | - | 6,256 |
| Instalments 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 | 561 | - | - | - | 7,150 | - | 7,150 |
| Instalments 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 | 911 | - | - | - | 11,619 | - | 11,619 |
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2020 | |||||||||
| Private placement 2013-2025 Amplifon USA (*) |
USD 52,000 | 4.51% | 42,830 | 3,644 | - | - | - | 46,474 | - | 46,474 |
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2023 | |||||||||
| Private placement 2013-2025 Amplifon USA (*) |
USD 50,000 | 4.66% | 41,182 | 3,505 | - | - | - | 44,687 | - | 44,687 |
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2025 | |||||||||
| TOTAL LONG TERM DEBT | 439.731 | 14,191 | (62,736) | - | - | 391,186 | - | 391,186 | ||
| Other | 773 | (20) | (520) | 173 | - | 406 | 64 | 342 | ||
| TOTAL | 440.504 | 14,171 | (63,256) | 173 | - | 391,592 | 64 | 391,528 |
(*) Considering the effect of the interest rate and currency hedges the total Euro equivalent of the private placement 2006-2016 is €55,222 thousand.
The following table shows the maturities of medium/long-term debt at 30 June 2015 based on contractual obligations:
(€ thousands)
| Private placement | Eurobond | |||
|---|---|---|---|---|
| 2013-2025 (*) | 2013-2018 | Other | Total | |
| 2016 | 342 | 342 | ||
| 2017 | - | |||
| 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 | 342 | 376,234 |
(*) 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 June 2015 these ratios were as follows:
| Value | |
|---|---|
| Net financial indebtedness/Group net equity | 0.54 |
| Net financial indebtedness/EBITDA for the last 4 quarters | 1.58 |
The €275 million Eurobond, due in 2018 and issued in July 2013, is not subject to any covenants nor is the remaining €0.4 million in long term debt, including the short term portion.
11. Non recurring significant events
The result of the period was affected by the following non recurring events:
(€ thousands)
| First Half 2015 |
First Half 2014 |
||
|---|---|---|---|
| Operating costs | Transition of the leadership of the Group | (6,792) | - |
| Other income and costs | Private placement 2006-2016 advance repayment | (4,265) | - |
| Other income and charges, impairment and revaluations of financial assets |
Income due to Dilworth Hearing Ltd step up acquisition | 1,325 | - |
| Operating result | (9,732) | - | |
| Current tax | Fiscal impact of above mentioned items and one-off fiscal income | 2,253 | 8,550 |
| Deferred tax | recognized in Australia in 2014 | 1,501 | 1,926 |
| Total | (5,978) | 10,476 |
Non-recurring operating costs are related to the costs due to the leadership transition of the Group: on completion of a process that begun during the second quarter, fully shared and managed with the Chief Executive Officer, the Company has initiated the transition of top management and in this connection Franco Moscetti is resigning from his position with effect from the Board of Directors' meeting to be held on 22 October. From the aforementioned date onwards he will continue as non–executive Deputy Chairman until the end of his original term in office. The total expenses of €6,792 thousand includes €5,700 thousand as cash termination indemnity and €1,092 thousand due to the accounting effects of the accelerated vesting of 600,000 performance stock grant in his possession. Mr. Franco Moscetti will also receive a consideration of €700 thousand as a non-competition agreement that will be effective from the end of his term as a Director throughout April 30, 2017. This amount will be charged to income on an accrual basis during this period.
Non-recurring interest expense relates to the payment of the make whole following the advance repayment of the last tranche of the private placement for institutional investors opened on August 2, 2006 by the US subsidiary Amplifon USA Inc. for a residual value of US \$ 70 million made on 13 May 2015 (compared to the original deadline of August 2, 2016). The amount of €4,265 thousand 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 and the natural expiry date of the same private placement (2 August 2016) and is determined by applying a contractual discount of 50 bps and adding the reinvestment rate (36 bps) to the flows' future interests.
Income from investments were recognized on the basis of IFRS 3R with reference to the accounting treatment of step up acquisition of the New Zealand subsidiary following the acquisition of control of the company Dilworth Hearing Ltd, 40% of which was already held.
In the comparison period the Group benefitted from the recognition by the Australian Tax Authority of a tax amortizable value of the assets acquired in 2010 with the acquisition of the NHC Group.
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 Half 2015 |
First Half 2014 |
|---|---|---|
| Net profit (loss) pertaining to ordinary shareholders (€ thousand) | 18,549 | 22,563 |
| Average number of shares outstanding in the year | 217,355,921 | 217,387,182 |
| Average earnings per share (€ per share) | 0.08534 | 0.103792 |
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 Half 2015 |
First Half 2014 |
|---|---|---|
| Average number of shares outstanding in the year | 217,355,921 | 217,387,182 |
| Weighted average of potential and diluting ordinary shares | 7,114,915 | 6,476,925 |
| Weighted average of shares potentially subject to options in the period | 224,470,837 | 223,864,107 |
The diluted earnings per share were determined as follows:
| Diluted earnings per share | First Half 2015 |
First Half 2014 |
|---|---|---|
| Net profit pertaining to ordinary shareholders (€ thousand) | 18,549 | 22,563 |
| Average number of shares outstanding in the period | 224,470,837 | 223,864,107 |
| Average diluted earnings per share (€) | 0.08263 | 0.100789 |
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.
30/06/2015 First Half 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. | 87 | 2,650 | 7 | (814) | |||||
| Total - Parent Company | 87 | 2,650 | 7 | - | - | - | - | (814) | - |
| Audiogram Audifonos SL (Spain) | 2 | ||||||||
| Comfoor BV (The Netherlands) | 6 | 235 | 6 | (1,358) | |||||
| Comfoor GmbH (Germany) | 21 | (25) | |||||||
| Medtechnica Ortophone Shaked Ltd (Israel) | 129 | 5 | 102 | ||||||
| Bon Ton Hearing & Speech Ltd (Israel) | 448 | 104 | |||||||
| Ruti Levinson Institute Ltd (Israel) | 319 | 271 | |||||||
| Kolan Ashdod Speech & Hearing Inst. Ltd (Israel) | 358 | 294 | |||||||
| Afik - Test Diagnosis & Hearing Aids Ltd (Israel) | 124 | 14 | 96 | ||||||
| Total - Related parties | 1,386 | - | 256 | 19 | - | - | 873 | (1,383) | - |
| Bardissi Import (Egypt) | 117 | ||||||||
| Meders (Turkey) | 934 | 32 | 63 | (49) | (6) | ||||
| Nevo (Israel) | 55 | ||||||||
| Ortophone (Israel) | 40 | 14 | 1 | (156) | |||||
| Moti Bahar (Israel) | (84) | ||||||||
| Asher Efrati (Israel) | (51) | ||||||||
| Arigcom (Israel) | 8 | (36) | |||||||
| Tera (Israel) | 170 | ||||||||
| Frederico Abrahao (Brazil) | 282 | 6 | (17) | ||||||
| Other | 14 | 14 | |||||||
| Total - Other related parties | 95 | - | 970 | 171 | 328 | 186 | - | (376) | (23) |
| Total- Related parties | 1,568 | 2,650 | 1,233 | 190 | 328 | 186 | 873 | (2,573) | (23) |
| Total as per financial statements | 116,103 | 12,855 | 108,242 | 50,473 | 391,091 | 23,455 | 500,279 | (429,453) | (14,631) |
| % of financial statement totals | 1.35% | 20.61% | 1.14% | 0.38% | 0.08% | 0.79% | 0.17% | 0.60% | 0.16% |
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 credits 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:
- o 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;
- o 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 38.4%.
The variation against the 42.5% recorded in first half 2015, 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 June, 2015 amounted to Euro 642 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 June 2015 | 2014 | 30 June 2014 | |||
|---|---|---|---|---|---|
| Average | As at 30 June | 31 December | Average | As at 30 June | |
| Australian dollar | 1.426 | 1.455 | 1.483 | 1.499 | 1.454 |
| Canadian dollar | 1.377 | 1.384 | 1.406 | 1.503 | 1.459 |
| New Zealand dollar | 1.506 | 1.655 | 1.553 | 1.615 | 1.563 |
| US dollar | 1.116 | 1.119 | 1.214 | 1.370 | 1.366 |
| Hungarian florin | 307.506 | 314.930 | 315.540 | 306.931 | 309.300 |
| Swiss franc | 1.057 | 1.041 | 1.202 | 1.221 | 1.216 |
| Egyptian lira | 8.436 | 8.534 | 8.685 | 9.622 | 9.772 |
| Turkish lira | 2.863 | 2.995 | 2.832 | 2.968 | 2.897 |
| New Israeli sheqel (*) | 4.364 | 4.221 | 4.720 | 4.728 | 4.696 |
| Brazilian real (*) | 3.310 | 3.470 | 3.221 | 3.039 | 3.000 |
| Indian rupee | 70.124 | 71.187 | 76.719 | 83.289 | 82.202 |
| British pound | 0.732 | 0.711 | 0.779 | 0.821 | 0.802 |
| Polish zloty | 4.141 | 4.191 | 4.273 | 4.175 | 4.157 |
(*) 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 1 July 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 48,530 ordinary shares of Amplifon S.p.A. with a par value of €0.02 each subscribed in June 2015. The share capital, entirely subscribed and paid-in, amounted to €4,504,898 at 1 July 2015.
In the United States on 1 July 2015 a member of the Elite network (and former Sonus franchisee) terminated its contract with Amplifon and settled all outstanding debt and amounts owed for supplies. As a result of this transaction Amplifon cashed in a total of USD 12.0 million, including a penalty of USD 2.4 million, which had a positive impact on the income statement of USD 4.4 million pre-tax: the above mentioned USD 2.4 million penalty was accompanied by USD 1.6 million in financial income relating to the termination of the loans granted in the past and a capital gain on disposals of USD 0.4 million.
At the opening of the Board of Directors of 23 July 2015 the CEO Franco Moscetti waived from his office with effect from the Board of Directors' meeting to be held on 22 October. From the aforementioned date onwards he will continue as a non-executive Deputy Chairman until the end of the mandate. In this context, the Board of Directors delegated the Chairman to call a Shareholder's Meeting to be held in October, in order to elect a new Director who shall be appointed as Chief Executive Officer by the Board of Directors during the meeting on 22 October.
According to the proposal put forward by the Remuneration and Appointment Committee, which carried out the appropriate process for the identification and evaluation of the candidates for the position of Chief Executive Officer, the Board of Directors informs to have identified Enrico Vita, current Chief Operating Officer, as the candidate fully meeting the requirements of leadership and competencies requested to hold the position. Thus the Board of Directors, in view of the Shareholders' meeting to be convened shortly, recommends to the Shareholders the candidacy of Enrico Vita as a member of the Board.
The burden of the Group's leadership will be charged to income on an accrual basis during this period.
In July 2015 implementation of the buyback program approved during the Shareholders' Meeting held on 16 April 2014 continued and a total of 65,000 shares were purchased between the end of the half and the date of this report at an average price of €7.207. Exercise of the performance stock grants assigned in 2011 continued as a result of which the Company transferred a total of 367,375 treasury shares to the beneficiaries. The treasury shares held at the date of this report, therefore, now total 6,928,208 or 3.08% of the Company's share capital.
In July the Group also continued to grow externally and made a series of minor acquisitions: three points of sale were purchased in France, three stores in Germany and two stores in Belgium.
Milan, 23 July 2015
On behalf of the Board of Directors CEO Franco Moscetti
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 June 2015.
Parent company:
| Company name | Head office | Currency | Share Capital |
|---|---|---|---|
| Amplifon S.p.A. | Milan (Italy) | EUR | 4,504,898 |
Subsidiaries consolidated using the line-by-line method:
| Company name | Head office | Direct/Indirect | Currency | Share | % held at |
|---|---|---|---|---|---|
| ownership | Capital | 30/06/2015 | |||
| Amplimedical S.r.l. - in liquidation | Milano (Italy) | D | EUR | 111,967 | 100.0% |
| 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% |
| Audition 86 SAS | Poitiers (France) | I | EUR | 8,000 | 100.0% |
| Mailo Audition SAS | Nanterre (France) | I | EUR | 115,995 | 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% |
| 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% |
| Amplinsure RE AG | Baar (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% |
| Amplifon Luxemburg Sarl | Luxemburg (Luxemburg) | I | EUR | 50,000 | 100.0% |
| Amplifon Deutschland GmbH | Hamburg (Germany) | D | EUR | 6,026,000 | 100.0% |
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held at 30/06/2015 |
|---|---|---|---|---|---|
| Amplifon München GmbH | München (Germany) | I | EUR | 1,245,000 | 100.0% |
| Amplifon Bayern GmbH | München (Germany) | I | EUR | 30,000 | 100.0% |
| Sanomed GmbH | Hamburg (Germany) | I | EUR | 25,000 | 100.0% |
| Amplifon Poland Sp.z o.o. | Warszawa (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% |
| 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 - in liquidation | Sydney (Australia) | I | AUD | 392,000,000 | 100.0% |
| NHC Group Pty Ltd - in 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 | 525,000,000 | 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 |
Directly/Indirectly owned |
Currency | Share | % held at | |
|---|---|---|---|---|---|
| Capital | 30/06/2015 | ||||
| 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% |
| Bon Ton Hearing & Speech Ltd | Sderot (Israel) | I | ILS | 100 | 8.9% |
| 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 June 2015 corresponds to the results documented in the books, accounting and other records of the Company.
Milan, 23 July 2015
Executive Responsible for Corporate Financial Information Ugo Giorcelli
Via Ripamonti, 133 20141 Milano Tel. +39 02.574721 www.amplifon.com