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Amplifon Interim / Quarterly Report 2016

Oct 28, 2016

4030_ir_2016-10-28_a28ca5ee-8087-4a7f-9ae0-c84fa028ff0e.pdf

Interim / Quarterly Report

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Interim Financial Report as at 30 September 2016

PREFACE 4
INTERIM MANAGEMENT REPORT AS AT 30 SEPTEMBER 2016 5
PERIOD HIGHLIGHTS 6
MAIN ECONOMIC AND FINANCIAL DATA 7
RATIOS 8
SHAREHOLDER INFORMATION 10
CONSOLIDATED INCOME STATEMENT 12
RECLASSIFIED CONSOLIDATED BALANCE SHEET 15
CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT 17
INCOME STATEMENT REVIEW 18
BALANCE SHEET REVIEW 36
ACQUISITION OF COMPANIES AND BUSINESSES 47
OUTLOOK 48
CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2016 49
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 50
CONSOLIDATED INCOME STATEMENT 52
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME 53
STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY 54
CONSOLIDATED CASH FLOW STATEMENT 56
SUPPLEMENTARY INFORMATION TO CONSOLIDATED CASH FLOW STATEMENT 57
EXPLANATORY NOTES 58
2. Accounting policies 59
3. Financial risk management 63
4. Segment information 63
5. Acquisitions and goodwill 68
6. Intangible fixed assets 70
7. Tangible fixed assets 71
8. Share capital 72
9. Net financial position 73
10. Financial liabilities 75
11. Non recurring significant events 77
12. Earnings per share 78
13. Transactions with parent companies and related parties 79
14. Current and deferred income taxes 81
15. Translation of foreign companies' financial statements 81
16. Guarantees provided, commitments and contingent liabilities 81
17. Subsequent events 82
ANNEXES 83
Consolidation Area 83

PREFACE

This interim financial report for the period has been prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) adopted by the European Union and must be read together with the financial statements of the Group at 31 December 2015 that includes additional information on the risks and uncertainties that could impact the Group's operative results or its financial position.

INTERIM MANAGEMENT REPORT AS

AT 30 SEPTEMBER 2016

PERIOD HIGHLIGHTS

The Amplifon Group recorded very positive results in the first nine months of 2016, with strong growth compared to the same period of the prior year.

The efficacy of the new marketing initiatives, further strengthened by the launch of the new brand identity in June, the continuous expansion of the commercial network in key markets, the innovative service model and strong execution capabilities, made it possible to post important increases in both revenue and profitability across all the geographies where the Group is present.

The first nine months of the year closed with:

  • turnover of €803,940 thousand (+9.6% against the first nine months of the prior year and +10.8% at constant exchange rates);
  • a gross operating margin (EBITDA) of €119,125 thousand, an increase of 15.1% against the same period 2015 which, net of the non-recurring items and the negative exchange differences, came to 13.0%;
  • a net profit of €39,337 thousand, a rise of 40.1% net of non-recurring costs.

Net financial debt amounted to €265,855 thousand at 30 September 2016, an increase of €60,944 thousand against 31 December 2015 and of €13,355 thousand against 30 September 2015 (€252,500 thousand). The increase in debt is the direct consequence of the acquisitions made in the period (€70,400 thousand in the first nine months of 2016 and €76,757 thousand in the last 12 months). The ability of ordinary operations to generate excellent cash flow was confirmed with recurring free cash flow reaching a positive €30,542 thousand (€35,150 thousand in the first nine months of the prior year) after absorbing capital expenditure which was €6,796 thousand higher than in the comparison period.

MAIN ECONOMIC AND FINANCIAL DATA

(€ thousands) First nine months 2016 First nine months 2015
Recurring Non
recurring
Total % on
recurring
Recurring Non
recurring
Total % on
recurring
Change
% on
recurring
Economic data:
Revenues from sales and
services
803,940 - 803,940 100.0% 733,748 - 733,748 100.0% 9.6%
Gross operating margin
(EBITDA)
121,627 (2,502) 119,125 15.1% 108,291 (4,787) 103,504 14.8% 12.3%
Operating result before
amortisation and impairment
of customer lists (EBITA)
94,415 (2,502) 91,913 11.7% 81,491 (4,787) 76,704 11.1% 15.9%
Operating income (EBIT) 83,042 (2,502) 80,540 10.3% 70,288 (4,787) 65,501 9.6% 18.1%
Profit (loss) before tax 69,152 (2,502) 66,650 8.6% 53,666 (6,362) 47,304 7.3% 28.9%
Group net profit (loss) 41,053 (1,716) 39,337 5.1% 29,303 (3,980) 25,323 4.0% 40.1%
(€ thousands) 30/09/2016 31/12/2015 Change
Financial data:
Non-current assets 938,709 862,800 75,909
Net invested capital 793,983 705,076 88,907
Group net equity 527,607 499,471 28,136
Total net equity 528,128 500,165 27,963
Net financial indebtedness 265,855 204,911 60,944
(€ thousands) First nine months 2016 First nine months 2015
Free cash flow 27,477 38,421
Cash flow generated (absorbed) by acquisition activities (70,400) (34,716)
(Purchase) sale of other investments, businesses and securities (55) 4,809
Cash flow provided by (used in) financing activities (20,067) (10,756)
Net cash flow from the period (63,045) (2,242)
Effect of exchange rate fluctuations on the net financial position 2,101 (1,841)
Net cash flow from the period with changes for exchange rate fluctuations
(60,944)
(4,083)
  • 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.
  • Free cash flow represents the cash flow of operating activities and investment activities before the cash flows used in acquisitions and payment of dividends and the cash flows used or generated by the other financing activities.

RATIOS

30/09/2016 31/12/2015 30/09/2015
Net financial indebtedness (€ thousands) 265,855 204,911 252,500
Net Equity (€ thousands) 528,128 500,165 454,666
Group Net Equity (€ thousands) 527,607 499,471 453,879
Net financial indebtedness/Net Equity 0.50 0.41 0.56
Net financial indebtedness/Group Net Equity 0.50 0.41 0.56
Net financial indebtedness/EBITDA 1.42 1.21 1.52
EBITDA/Net financial charges 11.24 7.93 7.15
Earnings per share (EPS) (€) 0.17941 0.21465 0.11629
Diluted EPS (€) 0.17470 0.20812 0.11270
Earnings per share – Recurring operations (EPS) (€) 0.18724 0.24212 0.13457
Diluted EPS – Recurring operations (€) 0.18232 0.23475 0.13021
Net Equity per share (€) 2.335 2.278 2.075
Period-end price (€) 9.140 7.995 6.765
Highest price in period (€) 9.625 8.015 7.705
Lowest price in period (€) 6.710 4.824 4.884
Share price/net equity per share 3.914 3.509 3.260
Market capitalisation (€ millions) 2,006.35 1,752.78 1,479.63
Number of shares outstanding 225,916,802 219,233,947 218,717,989
  • The net financial indebtedness/net equity ratio is the ratio of net financial indebtedness to total net equity.
  • The net financial indebtedness/Group net equity ratio is the ratio of the net financial indebtedness to the Group's net equity.
  • The net financial indebtedness/EBITDA ratio is the ratio of net financial indebtedness to EBITDA for the last four quarters (determined with reference to recurring business only on the basis of pro forma figures where there were significant changes to the structure of the Group).
  • The EBITDA/net financial charges ratio is the ratio of EBITDA for the last four quarters (determined with reference to recurring business only on the basis of restated figures where there were significant changes to the structure of the Group) to net interest payable and receivable of the same last 4 quarters.
  • Earnings per share (EPS) (€) is net profit for the period attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period, considering purchases and sales of treasury shares as cancellations or issues of shares, respectively.
  • Diluted earnings per share (EPS) (€) is net profit for the period attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period adjusted for the dilution effect of potential shares. In the calculation of outstanding shares, purchases and sales of treasury shares are considered as cancellations and issues of shares, respectively.

  • Earnings per share recurring operations (EPS) (€) is net income from recurring operations for the year attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period, considering purchases and sales of treasury shares as cancellations or issues of shares, respectively.

  • Diluted earnings per share recurring operations (EPS) (€) is net income from recurring operations for the year attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period adjusted for the dilution effect of potential shares. In the calculation of outstanding shares, purchases and sales of treasury shares are considered as cancellations and issues of shares, respectively.
  • Net Equity per share (€) is the ratio of Group equity to the number of shares outstanding.
  • Period-end price (€) is the closing price on the last stock exchange trading day of the period.
  • Highest price (€) and lowest price (€) are the highest and lowest prices from 1 January to the end of the period.
  • Share price/Net equity per share is the ratio of the share closing price on the last stock exchange trading day of the period to net equity per share.
  • Market capitalisation is the closing price on the last stock exchange trading day of the period multiplied by the number of shares outstanding.
  • The number of shares outstanding is the number of shares issued less treasury shares.

SHAREHOLDER INFORMATION

Main Shareholders

The main Shareholders of Amplifon S.p.A. as at 30 September 2016 are:

Shareholder No. of ordinary shares % held
Ampliter N.V. 121,636,478 (*) 53.84%
Other shareholders >2% of ordinary shares 22,693,090 10.04%
Treasury shares 6,403,833 2.83%
Market 75,183,401 33.28%
Total 225,916,802 (**) 100.00%

(*) At 30 September 2016 55,785,124 ordinary shares of Amplifon (equal to 24.69% of the share capital and 25.41% of the shares with voting rights) were pledged by the shareholder Ampliter N.V. as a guarantee to the Bondholders, Trustee, Registrar, Transfer Agent, Principal Paying and Exchange Agent, Calculation Agent, Parallel Debt Creditor and Custodian (the "Secured Parties") of the private placement made by Ampliter N.V. of €135 million in senior notes expiring in 2018 which can be exchanged with outstanding ordinary shares of Amplifon, in accordance with the Deed of pledge executed on 14 November 2013.

On 30 September 2016, 1,139,441 shares were loaned by Ampliter N.V. as part of the same transaction. Ampliter N.V. has no voting rights on these shares (included in the percentages shown in the above table).

(**) Number of shares related to the share capital registered with the "Registro delle Imprese" on September 2, 2016

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 4 January 2016 to 14 October 2016.

As at 30 September 2016 market capitalisation was €2,006.35 million.

Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 4 January 2016 – 30 September 2016, showed:

  • average daily value: €3,768,709.46;
  • average daily volume: 457,101 shares;
  • total volume traded 87,763,415 shares or 39.98% of the total number of shares comprising company capital, net of treasury shares.

CONSOLIDATED INCOME STATEMENT

(€ thousands) First nine months 2016 First nine months 2015
Recurring Non
recurring
(*)
Total % on
recurring
Recurring Non
recurring
(*)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
803,940 - 803,940 100.0% 733,748 - 733,748 100.0% 9.6%
Operating costs (681,037) - (681,037) -84.7% (626,892) (6,792) (633,684) -85.4% 8.6%
Other costs and revenues (1,276) (2,502) (3,778) -0.2% 1,435 2,005 3,440 0.2% -188.9%
Gross operating profit
(EBITDA)
121,627 (2,502) 119,125 15.1% 108,291 (4,787) 103,504 14.8% 12.3%
Depreciation and write
downs of non-current assets
(27,212) - (27,212) -3.4% (26,800) - (26,800) -3.7% 1.5%
Operating result before the
amortisation and
impairment of customer
lists, trademarks, non
competition agreements and
goodwill arising from
business combinations
(EBITA)
94,415 (2,502) 91,913 11.7% 81,491 (4,787) 76,704 11.1% 15.9%
Amortization and
impairment of trademarks,
customer lists, lease rights
and non-competition
agreements and goodwill
(11,373) - (11,373) -1.4% (11,203) - (11,203) -1.5% 1.5%
Operating profit (EBIT) 83,042 (2,502) 80,540 10.3% 70,288 (4,787) 65,501 9.6% 18.1%
Income, expenses, valuation
and adjustments of financial
assets
278 - 278 0.0% 204 1,267 1,471 0.0% 36.3%
Net financial expenses (13,986) - (13,986) -1.7% (15,682) (2,842) (18,524) -2.1% -10.8%
Exchange differences and
non hedge accounting
instruments
(182) - (182) 0.0% (1,144) - (1,144) -0.2% -84.1%
Profit (loss) before tax 69,152 (2,502) 66,650 8.6% 53,666 (6,362) 47,304 7.3% 28.9%
Current tax (30,456) 786 (29,670) -3.8% (26,280) 748 (25,532) -3.6% 15.9%
Deferred tax 2,458 - 2,458 0.3% 1,753 1,634 3,387 0.2% 40.2%
Net profit (loss) 41,154 (1,716) 39,438 5.1% 29,139 (3,980) 25,159 4.0% 41.2%
Profit (loss) of minority
interests
101 - 101 0.0% (164) - (164) 0.0% -161.6%
Net profit (loss) attributable
to the Group
41,053 (1,716) 39,337 5.1% 29,303 (3,980) 25,323 4.0% 40.1%

(*) See table on page 14 for details of non-recurring transactions.

(€ thousands) Third Quarter 2016 Third Quarter 2015
Recurring Non
recurring
(*)
Total % on
recurring
Recurring Non
recurring
(*)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
259,729 - 259,729 100.0% 233,469 - 233,469 100.0% 11.2%
Operating costs (225,328) - (225,328) -86.8% (204,232) - (204,232) -87.5% 10.3%
Other costs and revenues (764) - (764) -0.3% 464 2,005 2,469 0.2% -264.7%
Gross operating profit
(EBITDA)
33,637 - 33,637 13.0% 29,701 2,005 31,706 12.7% 13.3%
Depreciation and write
downs of non-current assets
(9,064) - (9,064) -3.5% (8,813) - (8,813) -3.8% 2.8%
Operating result before the
amortisation and
impairment of customer
lists, trademarks, non
competition agreements and
goodwill arising from
business combinations
(EBITA)
24,573 - 24,573 9.5% 20,888 2,005 22,893 8.9% 17.6%
Amortization and
impairment of trademarks,
customer lists, lease rights
and non-competition
agreements and goodwill
(3,733) - (3,733) -1.4% (3,655) - (3,655) -1.6% 2.1%
Operating profit (EBIT) 20,840 - 20,840 8.0% 17,233 2,005 19,238 7.4% 20.9%
Income, expenses, valuation
and adjustments of financial
assets
88 - 88 0.0% 43 (59) (16) 0.0% 104.7%
Net financial expenses (4,654) - (4,654) -1.8% (4,802) 1,425 (3,377) -2.1% -3.1%
Exchange differences and
non hedge accounting
instruments
9 - 9 0.0% (971) - (971) -0.4% -100.9%
Profit (loss) before tax 16,283 - 16,283 6.3% 11,503 3,371 14,874 4.9% 41.6%
Current tax (8,879) - (8,879) -3.4% (8,344) (1,504) (9,848) -3.6% 6.4%
Deferred tax 2,302 - 2,302 0.9% 1,575 132 1,707 0.7% 46.2%
Net profit (loss) 9,706 - 9,706 3.7% 4,734 1,999 6,733 2.0% 105.0%
Profit (loss) of minority
interests
(3) - (3) 0.0% (41) - (41) 0.0% -92.7%
Net profit (loss) attributable
to the Group
9,709 - 9,709 3.7% 4,775 1,999 6,774 2.0% 103.3%

(*) See table on page 14 for details of non-recurring transactions.

  • 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.

The details of the non-recurring transactions included in the previous tables are shown below:

First nine
months
First nine
months
Third
Quarter
Third
Quarter
(€ thousands)
Advisory fees and expenses related to an acquisition process which was not
completed
2016
(2,502)
2015
-
2016
-
2015
-
Expenses linked to the transition in the Group's leadership - (6,792) - -
Restructuring costs incurred in the Netherlands - (528) - (528)
Income generated in the United States as a result of early termination of commercial
partnership
- 2,533 - 2,533
Impact of the non-recurring items on EBITDA (2,502) (4,787) - 2,005
Impact of the non-recurring items on EBIT (2,502) (4,787) - 2,005
Make whole payment made following advance repayment of the 2006-2016 private
placement
- (4,271) - (4)
Income generated in the United States by eliminating the discounting of receivables
entirely repaid by a partner following early termination of the commercial
partnership
- 1,429 - 1,429
Income recognized in New Zealand following the acquisition of 100% of Dilworth
Hearing Ltd (already 40% held) pursuant to IFRS 3R relating to the accounting of step
up acquisitions
- 1,267 - (59)
Impact of the non-recurring items pre-tax (2,502) (6,362) - 3,371
Impact of the above items on the tax burden of the period 786 2,382 - (1,372)
Impact of the non-recurring items on total net result (1,716) (3,980) - 1,999

RECLASSIFIED CONSOLIDATED BALANCE SHEET

The reclassified Consolidated Balance Sheet aggregates assets and liabilities according to operating functionality criteria, subdivided by convention into the following three key functions: investments, operations and finance.

(€ thousands) 30/09/2016 31/12/2015 Change
Goodwill 627,971 572,150 55,821
Non-competition agreements, trademarks, customer lists and lease rights 109,177 98,115 11,062
Software, licences, other intangible fixed assets , fixed assets in progress and
advances
45,645 43,298 2,347
Tangible assets 109,050 102,675 6,375
Financial fixed assets (1) 42,076 42,326 (250)
Other non-current financial assets (1) 4,790 4,236 554
Non-current assets 938,709 862,800 75,909
Inventories 34,582 28,956 5,626
Trade receivables 113,894 111,727 2,167
Other receivables 40,453 34,068 6,385
Current assets (A) 188,929 174,751 14,178
Operating assets 1,127,638 1,037,551 90,087
Trade payables (105,342) (113,343) 8,001
Other payables (2) (128,390) (131,432) 3,042
Provisions for risks and charges (current portion) (1,417) (1,378) (39)
Current liabilities (B) (235,149) (246,153) 11,004
Net working capital (A) - (B) (46,220) (71,402) 25,182
Derivative instruments (3) (8,207) (6,988) (1,219)
Deferred tax assets 43,472 40,743 2,729
Deferred tax liabilities (60,653) (55,695) (4,958)
Provisions for risks and charges (non-current portion) (52,271) (48,407) (3,864)
Liabilities for employees' benefits (non-current portion) (18,887) (15,572) (3,315)
Loan fees (4) 1,641 2,197 (556)
Other non-current payables (3,601) (2,600) (1,001)
NET INVESTED CAPITAL 793,983 705,076 88,907
Group net equity 527,607 499,471 28,136
Minority interests 521 694 (173)
Total net equity 528,128 500,165 27,963
Net medium and long-term financial indebtedness (4) 379,869 382,542 (2,673)
Net short-term financial indebtedness (4) (114,014) (177,631) 63,617
Total net financial indebtedness 265,855 204,911 60,944
OWN FUNDS AND NET FINANCIAL INDEBTEDNESS 793,983 705,076 88,907

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 nine months 2016 First nine months 2015
Operating profit (EBIT) 80,540 65,501
Amortization, depreciation and write down 38,585 38,003
Provisions, other non-monetary items and gain/losses from disposals 15,449 16,872
Net financial expenses (13,036) (19,101)
Taxes paid (28,877) (25,351)
Changes in net working capital (30,594) (17,220)
Cash flow generated from (absorbed by) operating activities (A) 62,067 58,704
Cash flow generated from (absorbed by) operating investing activities (B) (34,590) (20,283)
Free cash flow (A+B) 27,477 38,421
Cash flow generated from (absorbed by) business combinations (C) (70,400) (34,716)
(Purchase) sale of other investments, securities and reductions of earn outs (D) (55) 4,809
Cash flow generated from (absorbed by) investing activities (B+C+D) (105,045) (50,190)
Cash flow generated from (absorbed by) operating and investing activities (42,978) 8,514
Dividends (9,427) (9,356)
Treasury shares (12,006) (4,545)
Capital increases, third parties contributions, dividends paid to third parties by
subsidiaries
1,371 4,133
Hedging instruments and other changes in non-current assets (5) (988)
Net cash flow from the period (63,045) (2,242)
Net financial indebtedness at the beginning of the period (204,911) (248,417)
Effect of the exchange rate fluctuations on the net financial position 2,101 (1,841)
Change in net financial position (63,045) (2,242)
Net financial indebtedness at the end of the period (265,855) (252,500)

The details of the non-recurring transactions that impact on free cash flow are shown below:

First nine months 2016 First nine months 2015
Free cash flow 27,477 38,421
Cash Flow generated by non recurring transactions (see page 46 for details) (3,065) 3,271
Total cash flow generated by recurring transactions 30,542 35,150

INCOME STATEMENT REVIEW

Consolidated income statement by segment

(€ thousands) First nine months 2016
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 526,507 157,007 119,767 659 - 803,940
Operating costs (450,810) (128,386) (83,163) (18,678) - (681,037)
Other costs and revenues (1,084) (80) (117) (2,497) - (3,778)
Gross operating profit (EBITDA) 74,613 28,541 36,487 (20,516) - 119,125
Depreciation and write-downs of non
current assets
(18,178) (2,852) (3,466) (2,716) - (27,212)
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and
goodwill arising from business
combinations (EBITA)
56,435 25,689 33,021 (23,232) - 91,913
Amortization and impairment of
trademarks, customer lists, lease rights
and non-competition agreements and
goodwill
(5,813) (410) (4,781) (369) - (11,373)
Operating profit (EBIT) 50,622 25,279 28,240 (23,601) - 80,540
Income, expenses, valuation and
adjustments of financial assets
278
Net financial expenses (13,986)
Exchange differences and non hedge
accounting instruments
(182)
Profit (loss) before tax 66,650
Current tax (29,670)
Deferred tax 2,458
Net profit (loss) 39,438
Profit (loss) of minority interests 101
Net profit (loss) attributable to the Group 39,337
(€ thousands) First nine months 2016 – Only recurring operations
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 526,507 157,007 119,767 659 - 803,940
Gross operating profit (EBITDA) 74,613 28,541 36,487 (18,014) - 121,627
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and goodwill
arising from business combinations (EBITA)
56,435 25,689 33,021 (20,730) - 94,415
Operating profit (EBIT) 50,622 25,279 28,240 (21,099) - 83,042
Profit (loss) before tax 69,152
Net profit (loss) attributable to the Group 41,053

For the purposes of reporting on economic data by geographic area, please note that the Corporate structures are included in EMEA.

(€ thousands) First nine months 2015 (*)
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 477,706 145,047 110,826 169 - 733,748
Operating costs (420,104) (116,945) (75,915) (20,720) - (633,684)
Other costs and revenues 526 3,090 (215) 39 - 3,440
Gross operating profit (EBITDA) 58,128 31,192 34,696 (20,512) - 103,504
Depreciation and write-downs of non
current assets
(17,941) (2,928) (3,450) (2,481) - (26,800)
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and
goodwill arising from business
combinations (EBITA)
40,187 28,264 31,246 (22,993) - 76,704
Amortization and impairment of
trademarks, customer lists, lease rights
and non-competition agreements and
goodwill
(5,820) (498) (4,885) - - (11,203)
Operating profit (EBIT) 34,367 27,766 26,361 (22,993) - 65,501
Income, expenses, valuation and
adjustments of financial assets
1,471
Net financial expenses (18,524)
Exchange differences and non hedge
accounting instruments
(1,144)
Profit (loss) before tax 47,304
Current tax (25,532)
Deferred tax 3,387
Net profit (loss) 25,159
Profit (loss) of minority interests (164)
Net profit (loss) attributable to the Group 25,323
(€ thousands) First nine months 2015 – Only recurring operations (*)
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 477,706 145,047 110,826 169 - 733,748
Gross operating profit (EBITDA) 58,655 28,659 34,696 (13,719) - 108,291
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and goodwill
arising from business combinations (EBITA)
40,714 25,731 31,246 (16,200) - 81,491
Operating profit (EBIT) 34,894 25,233 26,361 (16,200) - 70,288
Profit (loss) before tax 53,666
Net profit (loss) attributable to the Group 29,303

(*) The figures for First nine months 2015, in line with the specific managerial responsibilities and as a result of the change in the reports periodically analyzed by the Chief Executive Officer and the Group's Top Management, were reclassified in order to show the Corporate overhead previously charged to EMEA separately.

(€ thousands) Third Quarter 2016
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 160,278 55,536 43,690 225 - 259,729
Operating costs (142,800) (45,838) (30,361) (6,329) - (225,328)
Other costs and revenues (656) (123) (34) 49 - (764)
Gross operating profit (EBITDA) 16,822 9,575 13,295 (6,055) - 33,637
Depreciation and write-downs of non
current assets
(6,117) (958) (1,082) (907) - (9,064)
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and
goodwill arising from business
combinations (EBITA)
10,705 8,617 12,213 (6,962) - 24,573
Amortization and impairment of
trademarks, customer lists, lease rights
and non-competition agreements and
goodwill
(1,734) (138) (1,640) (221) - (3,733)
Operating profit (EBIT) 8,971 8,479 10,573 (7,183) - 20,840
Income, expenses, valuation and
adjustments of financial assets
88
Net financial expenses (4,654)
Exchange differences and non hedge
accounting instruments
9
Profit (loss) before tax 16,283
Current tax (8,879)
Deferred tax 2,302
Net profit (loss) 9,706
Profit (loss) of minority interests (3)
Net profit (loss) attributable to the Group 9,709
(€ thousands) Third Quarter 2016 – Only recurring operations
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 160,278 55,536 43,690 225 - 259,729
Gross operating profit (EBITDA) 16,822 9,575 13,295 (6,055) - 33,637
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and goodwill
arising from business combinations (EBITA)
10,705 8,617 12,213 (6,962) - 24,573
Operating profit (EBIT) 8,971 8,479 10,573 (7,183) - 20,840
Profit (loss) before tax 16,283
Net profit (loss) attributable to the Group 9,709

For the purposes of reporting on economic data by geographic area, please note that the Corporate structures are included in EMEA.

(€ thousands) Third Quarter 2015 (*)
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 147,071 49,074 37,260 64 - 233,469
Operating costs (134,475) (39,598) (25,558) (4,601) - (204,232)
Other costs and revenues (211) 2,794 (114) - - 2,469
Gross operating profit (EBITDA) 12,385 12,270 11,588 (4,537) - 31,706
Depreciation and write-downs of non
current assets
(6,029) (881) (1,032) (871) - (8,813)
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and
goodwill arising from business
combinations (EBITA)
6,356 11,389 10,556 (5,408) - 22,893
Amortization and impairment of
trademarks, customer lists, lease rights
and non-competition agreements and
goodwill
(1,963) (161) (1,531) - - (3,655)
Operating profit (EBIT) 4,393 11,228 9,025 (5,408) - 19,238
Income, expenses, valuation and
adjustments of financial assets
(16)
Net financial expenses (3,377)
Exchange differences and non hedge
accounting instruments
(971)
Profit (loss) before tax 14,874
Current tax (9,848)
Deferred tax 1,707
Net profit (loss) 6,733
Profit (loss) of minority interests (41)
Net profit (loss) attributable to the Group 6,774
(€ thousands) Third Quarter 2015 – Only recurring operations (*)
EMEA Americas Asia Pacific Corporate Elim. Total
Revenues from sales and services 147,071 49,074 37,260 64 - 233,469
Gross operating profit (EBITDA) 12,913 9,737 11,588 (4,537) - 29,701
Operating result before amortisation and
impairment of customer lists, trademarks,
non-competition agreements and goodwill
arising from business combinations (EBITA)
6,884 8,856 10,556 (5,408) - 20,888
Operating profit (EBIT) 4,921 8,695 9,025 (5,408) - 17,233
Profit (loss) before tax 11,503
Net profit (loss) attributable to the Group 4,775

(*) The figures for Third Quarter 2015, in line with the specific managerial responsibilities and as a result of the change in the reports periodically analyzed by the Chief Executive Officer and the Group's Top Management, were reclassified in order to show the Corporate overhead previously charged to EMEA separately.

Revenues from sales and services

(€ thousands) First nine months 2016 First nine months
2015
Change Change %
Revenues from sales and services 803,940 733,748 70,192 9.6%
(€ thousands) Third Quarter 2016 Third Quarter 2015 Change Change %
Revenues from sales and services 259,729 233,469 26,260 11.2%

Consolidated revenue from sales and services reached €803,940 thousand in the first nine months of 2016, versus €733,748 thousand in the same period 2015, an increase of €70,192 thousand (+9.6%) driven across all segments by organic growth which reached €58,112 thousand (+8.0%), and acquisitions for some €20,865 thousand (+2.8%), while the exchange differences had a negative impact of €8,785 thousand (-1.2%).

In the third quarter alone, revenue from sales and services amounted to €259,729 thousand, an increase of €26,260 thousand (+11.2%) against the same period of the prior year explained for €18,862 thousand (+8.1%) by organic growth, for €7,349 thousand (+3.1%) by acquisitions, while the exchange differences had a positive impact of €49 thousand.

(€ thousands) First nine
months
2016
% First nine
months
2015
% Change Change % Exchange
diff.
Change %
in local
currency
EMEA 526,507 65.5% 477,706 65.1% 48,801 10.2% (4,712) 11.2%
Americas 157,007 19.5% 145,047 19.8% 11,960 8.2% (724) 8.7%
Asia Pacific 119,767 14.9% 110,826 15.1% 8,941 8.1% (3,349) 11.1%
Corporate 659 0.1% 169 0.0% 490 289.9% - 0.0%
Total 803,940 100.0% 733,748 100.0% 70,192 9.6% (8,785) 10.8%

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

Period (€ thousands) 2016 2015 Change Change %
I quarter 169,899 151,505 18,394 12.1%
II quarter 196,330 179,130 17,200 9.6%
I Half Year 366,229 330,635 35,594 10.8%
III quarter 160,278 147,071 13,207 9.0%
First nine months 526,507 477,706 48,801 10.2%

Europe, Middle - East and Africa

Consolidated revenue from sales and services for EMEA reached €526,507 thousand in the first nine months of 2016 versus €477,706 thousand in the same period 2015, an increase of €48,801 thousand (+10.2%) explained for €35,467 thousand (+7.4%) by organic growth, for €18,046 thousand (+3.8%) by acquisitions, while exchange differences had a negative impact of €4,712 thousand (-1.0%).

The positive trend in organic growth was confirmed in Italy, thanks also to the new communication strategy and other integrated marketing initiatives, including the launch of a new TV campaign. The Group reported an excellent performance in Germany, driven by the contribution of recent acquisitions (107 shops), as well as solid organic growth. Good organic growth was also reported in the Iberian Peninsula, Switzerland, Belgium and Luxembourg, Hungary and Poland. A positive performance was reported in the Netherlands, despite persistent price pressure, thanks to the significant increase in volumes. In France, which is still subject to a challenging comparison with the excellent performance recorded in the same period 2015, growth was driven primarily by acquisitions. Revenue growth in local currency was also solid in the United Kingdom.

In the third quarter alone, revenue from sales and services amounted to €160,278 thousand, an increase of €13,207 thousand (+9.0%) against the same period of the prior year, explained for €8,968 thousand (+6.1%) by organic growth, for €6,348 thousand (+4.3%) by acquisitions, while exchange differences had a negative impact of €2,109 thousand (-1.4%).

Period (€ thousands) 2016 2015 Change Change %
I quarter 49,982 46,331 3,651 7.9%
II quarter 51,489 49,642 1,847 3.7%
I Half Year 101,471 95,973 5,498 5.7%
III quarter 55,536 49,074 6,462 13.2%
First nine months 157,007 145,047 11,960 8.2%

Americas

Revenue from sales and services in the Americas reached €157,007 thousand in the first nine months of 2016 versus €145,047 thousand in 2015, an increase of €11,960 thousand (+8.2%) explained for €10,812 thousand (+7.4%) by organic growth, for €1,872 thousand (+1.3%) by acquisitions, while exchange differences had a negative impact of €724 thousand (-0.5%).

The positive results were driven primarily by strong organic growth. All the Group's businesses in North America recorded positive performances, with Miracle Ear and Amplifon Hearing Health Care posting particularly robust results thanks, respectively, to greater investments in marketing (including the new TV campaign), as well as greater operational efficiency at stores, and to the positive impact of the agreements with two premiere insurance companies. The performance of Elite Hearing Network, which in the first part of the year was penalized by a challenging comparison base due to the termination of a contract with a commercial partner, also turned positive in the third quarter. Lastly, of note is the strong growth in Canada driven largely by network expansion. In August, 21 Hear More stores were, in fact, acquired in Ontario which brought the network to a total of 42 directly operated stores.

During the period Miracle-Ear also renewed the supply agreement with Sivantos, Inc. for three years effective January 1st, 2017.

In the third quarter alone, revenue from sales and services amounted to €55,536 thousand, an increase of €6,462 thousand (+13.2%) against the same period of the prior year explained for €5,694 thousand (+11.6%) by organic growth, for €980 thousand (+2.0%) by acquisitions, while exchange differences had a negative impact of €212 thousand (-0.4%).

Asia Pacific

Period (€ thousands) 2016 2015 Change Change %
I quarter 34,435 33,455 980 2.9%
II quarter 41,642 40,111 1,531 3.8%
I Half Year 76,077 73,566 2,511 3.4%
III quarter 43,690 37,260 6,430 17.3%
First nine months 119,767 110,826 8,941 8.1%

Revenue from sales and services in Asia Pacific amounted to €119,767 thousand in the first nine months of 2016 versus €110,826 thousand in 2015, an increase of €8,941 thousand (+8.1%) explained for €11,342 thousand (+10.2%) by organic growth, for €948 thousand (+0.9%) by acquisitions, while exchange differences had a negative impact of €3,349 thousand (-3.0%).

In Australia the strong productivity of the distribution channel and further expansion of the network with 8 new stores and 22 shop-in-shops fueled double digit growth in revenue. In New Zealand, notwithstanding a particularly challenging comparison base, strong acceleration in organic growth was recorded in the third quarter.

In the third quarter alone, revenue from sales and services amounted to €43,690 thousand, an increase of €6,430 thousand (+17.3%) against the same period of the prior year which also reflects positive exchange differences of €2,370 thousand (+6.4%).

Gross operating profit (EBITDA)

(€ thousands) First nine months 2016 First nine months 2015
Recurring Non recurring Total Recurring Non recurring Total
Gross operating profit (EBITDA) 121,627 (2,502) 119,125 108,291 (4,787) 103,504
(€ thousands) Third Quarter 2016 Third Quarter 2015
Recurring Non recurring Total Recurring Non recurring Total
Gross operating profit (EBITDA) 33,637 - 33,637 29,701 2,005 31,706

Gross operating profit (EBITDA) amounted to €119,125 thousand in the first nine months of 2016 (with an EBITDA margin of 14.8%) versus €103,504 thousand in the same period of the prior year (and an EBITDA margin of 14.1%), an increase of €15,621 thousand (+15.1%). The EBITDA margin rose 0.7 percentage points (p.p.).

In the third quarter alone, gross operating profit (EBITDA) amounted to €33,637 thousand, an increase of €1,931 thousand (+6.1%) against the third quarter of the prior year. The EBITDA margin fell 0.6 p.p. against the comparison period to 13.0%.

The result for the period reflects the non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not made. We remind that net non-recurring costs of €4,787 thousand were recorded in the same period 2015 connected to the change in the Group's leadership (€6,792 thousand), restructuring expenses incurred in the Netherlands (€528 thousand), income recognized in the United States as a result of the early dissolution of a commercial partnership (€2,533 thousand). Net of this effect and the €768 thousand in negative exchange differences, the increase against the comparison period came to €14,104 thousand (+13.0%) for the first nine months of the year and €2,963 thousand (+10.0%) for the third quarter alone.

The recurring EBITDA margin came to 15.1% in the first nine months of the year (+0.3 p.p. against the comparison period) and to 13.0% in the third quarter alone (+0.3 p.p. against the comparison period).

(€ thousands) First nine
months 2016
EBITDA Margin First nine
months 2015
EBITDA Margin Change Change %
EMEA 74,613 14.2% 58,128 12.2% 16,485 28.4%
Americas 28,541 18.2% 31,192 21.5% (2,651) -8.5%
Asia Pacific 36,487 30.5% 34,696 31.3% 1,791 5.2%
Corporate (*) (20,516) -2.6% (20,512) -2.8% (4) 0.0%
Total 119,125 14.8% 103,504 14.1% 15,621 15.1%
(€ thousands) Third Quarter
2016
EBITDA Margin Third Quarter
2015
EBITDA Margin Change Change %
EMEA 16,822 10.5% 12,385 8.4% 4,437 35.8%
Americas 9,575 17.2% 12,270 25.0% (2,695) -22.0%
Asia Pacific 13,295 30.4% 11,588 31.1% 1,707 14.7%
Corporate (*) (6,055) -2.3% (4,537) -1.9% (1,518) -33.5%
Total 33,637 13.0% 31,706 13.6% 1,931 6.1%

The following table shows a breakdown of EBITDA by segment:

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

(€ thousands) First nine
months 2016
EBITDA Margin First nine
months 2015
EBITDA Margin Change Change %
EMEA 74,613 14.2% 58,655 12.3% 15,958 27.2%
Americas 28,541 18.2% 28,659 19.8% (118) -0.4%
Asia Pacific 36,487 30.5% 34,696 31.3% 1,791 5.2%
Corporate (*) (18,014) -2.2% (13,719) -1.9% (4,295) -31.3%
Total 121,627 15.1% 108,291 14.8% 13,336 12.3%
(€ thousands) Third Quarter
2016
EBITDA Margin Third Quarter
2015
EBITDA Margin Change Change %
EMEA 16,822 10.5% 12,913 8.8% 3,909 30.3%
Americas 9,575 17.2% 9,737 19.8% (162) -1.7%
Asia Pacific 13,295 30.4% 11,588 31.1% 1,707 14.7%
Corporate (*) (6,055) -2.3% (4,537) -1.9% (1,518) -33.5%
Total 33,637 13.0% 29,701 12.7% 3,936 13.3%

(*) The impact of the centralized costs is calculated as a percentage of the Group's total sales.

Europe, Middle-East and Africa

Gross operating profit (EBITDA) amounted to €74,613 thousand in the first nine months of 2016 (with an EBITDA margin of 14.2%) versus €58,128 thousand in the same period of the prior year (and an EBITDA margin of 12.2%), an increase of €16,485 thousand (+28.4%) in absolute terms and of 2.0 p.p. in the EBITDA margin.

In the third quarter alone, gross operating profit (EBITDA) amounted to €16,822 thousand, an increase of €4,437 thousand (+35.8%) compared to the third quarter of the prior year. The EBITDA margin came to 10.5%, an increase of 2.1 p.p. against the comparison period.

The exchange differences had a positive impact on the full period of €189 thousand and of €243 thousand on the third quarter alone. We remind that the result posted in the comparison period was affected by the €528 thousand in one-off restructuring expenses incurred in the Netherlands.

Net of the above items the increase against the comparison period was €15,768 thousand (+26.9%) for the full period and €3,666 thousand (+28.4%) for the third quarter alone.

The recurring EBITDA margin came to 14.2% in the first nine months of the year (+1.9 p.p. against the comparison period) and to 10.5% in the third quarter alone (+1.7 p.p. against the comparison period).

Americas

Gross operating profit (EBITDA) amounted to €28,541 thousand in the first nine months of 2016 (with an EBITDA margin of 18.2%) versus €31,192 thousand in the same period of the prior year (and an EBITDA margin of 21.5%), a decrease of €2,651 thousand (-8.5%) with the EBITDA margin down (-3.3%) as a result of the increased marketing investments made in the period to accelerate future growth. These investments, up more than 50% compared to the first nine months of 2015, are attributable primarily to the costs incurred to support the new Miracle Ear campaign launched in July.

In the third quarter alone gross operating profit (EBITDA) amounted to €9,575 thousand, a drop of €2,695 thousand (-22.0%) with respect to the third quarter of the prior year. The EBITDA margin fell 7.8 p.p. against the comparison period to 17.2%.

The impact of exchange differences was marginal (€5 thousand for the whole period and €14 thousand for the third quarter alone). We remind that the result recorded in the comparison period benefitted from the €2,533 thousand in non-recurring income recognized in the third quarter as a result of the early dissolution of a commercial partnership.

Net of the above items, the drop in EBITDA reached €113 thousand (-0.4%) against the full period and €148 thousand (-1.5%) against the third quarter alone.

The recurring EBITDA margin came to 18.2% (-1.6 p.p. against the comparison period) and to 17.2% in the third quarter alone (-2.6 p.p. against the third quarter of the prior year).

Asia Pacific

Gross operating profit (EBITDA) amounted to €36,487 thousand in the first nine months of 2016 (with an EBITDA margin of 30.5%) versus €34,696 thousand in the same period of the prior year (and an EBITDA margin of 31.3%), an increase of €1,791 thousand (+5.2%) with the EBITDA margin down 0.8 p.p. The gross operating profit was impacted by exchange differences which had a negative impact of €948 thousand, net of which EBITDA rose €2,739 thousand (+7.9%) as a result, primarily, of the continuous growth of the business in Australia.

In the third quarter alone gross operating profit (EBITDA) amounted to €13,295 thousand, an increase of €1,707 thousand (+14.7%) with respect to the third quarter of the prior year. The EBITDA margin fell 0.7 p.p. against the comparison period to 30.4%. Net of the exchange differences which had a positive impact of €745 thousand, EBITDA was up by €962 thousand (+8.3%).

Corporate

The net cost of centralized Corporate functions (corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8 amounted to €20,516 thousand in the first nine months of 2016 (2.6% of the revenue generated by the Group's sales and services) versus €20,512 thousand in the same period of the prior year (2.8% of the revenue generated by the Group's sales and services).

The result for the period reflects the non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not made. We remind that non-recurring costs of €6,792 thousand were recorded in the same period 2015 connected to the change in the Group's leadership.

Looking at recurring items alone, the cost of centralized functions reached €18,014 thousand in the first nine months of 2016 (2.2% of the revenue generated by the Group's sales and services), an increase of €4,295 thousand (+31.3%) against the comparison period.

In the third quarter alone centralized corporate costs amounted to €6,055 thousand (2.3% of the revenue generated by the Group's sales and services), an increase of €1,518 thousand (+33.5%) with respect to the comparison period.

Operating profit (EBIT)

(€ thousands) First nine months 2016 First nine months 2015
Recurring
Non recurring
Total Recurring Non recurring Total
Operating profit (EBIT) 83,042 (2,502) 80,540 70,288 (4,787) 65,501
(€ thousands) Third Quarter 2016 Third Quarter 2015
Recurring Non recurring Total Recurring Non recurring Total
Operating profit (EBIT) 20,840 - 20,840 17,233 2,005 19,238

Operating profit (EBIT) amounted to €80,540 thousand in the first nine months of 2016 versus €65,501 thousand in the same period of the prior year, an increase of €15,039 thousand (+23.0%), with the EBIT margin rising 1.1 p.p. against the 8.9% posted in the first nine months of 2015 to 10.0%.

In the third quarter alone operating profit (EBIT) amounted to €20,840 thousand, an increase of €1,602 thousand (+8.3%) with respect to the third quarter of the prior year. The EBIT margin fell 0.2 p.p. against the comparison period to 8.0%.

The result for the period reflects the non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not made. We remind that net non-recurring costs of €4,787 thousand were recorded in the same period 2015 which are described in the section on EBITDA. Exchange differences had a negative impact of €67 thousand on the whole period and a positive one of €956 thousand on the third quarter alone.

Net of the above items the increase against the comparison period came to €12,821 thousand (+18.2%) for the first nine months and €2,651 thousand (+15.4%) for the third quarter alone. This change is largely in line with the change in EBITDA described above.

The recurring EBIT margin came to 10.3% (+0.7 p.p. against the comparison period) and to 8.0% in the third quarter alone (+0.6 p.p. against the comparison period).

(€ thousands) First nine
months 2016
EBIT Margin First nine
months 2015
EBIT Margin Change Change %
EMEA 50,622 9.6% 34,367 7.2% 16,255 47.3%
Americas 25,279 16.1% 27,766 19.1% (2,487) -9.0%
Asia Pacific 28,240 23.6% 26,361 23.8% 1,879 7.1%
Corporate (*) (23,601) -2.9% (22,993) -3.1% (608) -2.6%
Total 80,540 10.0% 65,501 8.9% 15,039 23.0%
(€ thousands) Third Quarter
2016
EBIT Margin Third Quarter
2015
EBIT Margin Change Change %
EMEA 8,971 5.6% 4,393 3.0% 4,578 104.2%
Americas 8,479 15.3% 11,228 22.9% (2,749) -24.5%
Asia Pacific 10,573 24.2% 9,025 24.2% 1,548 17.1%
Corporate (*) (7,183) -2.8% (5,408) -2.3% (1,775) -32.8%
Total 20,840 8.0% 19,238 8.2% 1,602 8.3%

The following table shows the breakdown of EBIT by segment:

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

(€ thousands) First nine
months 2016
EBIT Margin First nine
months 2015
EBIT Margin Change Change %
EMEA 50,622 9.6% 34,894 7.3% 15,728 45.1%
Americas 25,279 16.1% 25,233 17.4% 46 0.2%
Asia Pacific 28,240 23.6% 26,361 23.8% 1,879 7.1%
Corporate (*) (21,099) -2.6% (16,200) -2.2% (4,899) 30.2%
Total 83,042 10.3% 70,288 9.6% 12,754 18.1%
(€ thousands) Third Quarter
2016
EBIT Margin Third Quarter
2015
EBIT Margin Change Change %
EMEA 8,971 5.6% 4,921 3.3% 4,050 82.3%
Americas 8,479 15.3% 8,695 17.7% (216) -2.5%
Asia Pacific 10,573 24.2% 9,025 24.2% 1,548 17.1%
Corporate (*) (7,183) -2.8% (5,408) -2.3% (1,775) 32.8%
Total 20,840 8.0% 17,233 7.4% 3,607 20.9%

(*) The impact of the centralized costs is calculated as a percentage of the Group's total sales.

Europe, Middle-East and Africa

Operating profit (EBIT) amounted to €50,622 thousand in the first nine months of 2016 (with an EBIT margin of 9.6%) versus €34,367 thousand in the same period of the prior year (and an EBIT margin of 7.2%), an increase of €16,255 thousand (+47.3%) and a rise of 2.4 p.p. in the EBIT margin.

In the third quarter alone EBIT amounted to €8,971 thousand, an increase of €4,578 thousand (+104.2%) against the third quarter of the prior year. The EBIT margin rose 2.6 p.p. against the comparison period to 5.6%.

Exchange differences had a positive impact of €570 thousand on the entire period and of €422 thousand on the third quarter alone. We remind that the result posted in the comparison period was affected by the €528 thousand in one-off recurring restructuring expenses incurred in the Netherlands described above in the section about EBITDA.

Net of the above items the increase against the prior year was €15,157 thousand (+43.4%) for the full period and €3,628 thousand (+73.7%) for the third quarter alone.

The recurring EBIT margin came to 9.6% in the first nine months of the year (+2.3 p.p. against the comparison period) and 5.6% in the third quarter alone (+2.3 p.p. against the third quarter of the prior year).

In addition to the items described above, with respect to the gross operating profit (EBITDA), EBIT was influenced by higher depreciation and amortization as a result of acquisitions, the opening of new stores and investments in IT systems.

Americas

Operating profit (EBIT) amounted to €25,279 thousand in the first nine months of 2016 (with an EBIT margin of 16.1%) versus €27,766 thousand in the same period of the prior year (and an EBIT margin of 19.1%), a decrease of €2,487 thousand (-9.0%) and a decrease of 3.0 p.p. in the EBIT margin.

In the third quarter alone EBIT amounted to €8,479 thousand, a decrease of €2,749 thousand (- 24.5%) against the third quarter of the prior year. The EBIT margin came to 15.3%, down by 7.6 p.p. against the comparison period.

The exchange differences had a positive impact of €83 thousand on the whole period and a negative one of €20 thousand on the third quarter alone. We remind that the result recorded in the comparison period benefitted from the €2,533 thousand in non-recurring income recognized in the third quarter as a result of the early dissolution of a commercial partnership. Net of the above items, EBIT fell €37 thousand against the full nine month period of the prior year (-0.1%) and €196 thousand against the third quarter alone (-2.3%).

The recurring EBIT margin came to 16.1% for the full period (-1.3 p.p. against the first nine months of the prior year) and to 15.3% for the third quarter alone (-2.4 p.p. against the third quarter of the prior year).

Asia Pacific

Operating profit (EBIT) amounted to €28,240 thousand in the first nine months of 2016 (with an EBIT margin of 23.6%) versus €26,361 thousand in the same period of the prior year (and an EBIT margin of 23.8%), an increase of €1,879 thousand (+7.1%) and a decrease of 0.2 p.p. in the EBIT margin. The result reflects the exchange differences which had a negative impact of €716 thousand, net of which EBIT rose €2,595 thousand (+9.8%) and the EBIT margin rose 0.4 p.p.

In the third quarter alone EBIT amounted to €10,573 thousand, an increase of €1,548 thousand (+17.1%) against the third quarter of the prior year. The EBIT margin came to 24.2%, unchanged with respect to the comparison period. Net of the exchange differences which had a positive impact of €555 thousand, EBIT rose €993 thousand (+11.0%) and the EBIT margin was down 1.3 p.p.

Corporate

The net costs of centralized Corporate functions at the EBIT level amounted to €23,601 thousand in the first nine months of 2016 (2.9% of the revenue generated by the Group's sales and services) versus €22,993 thousand in the same period of the prior year (3.1% of the revenue generated by the Group's sales and services).

The result for the period reflects the non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not made. We remind that non-recurring costs of €6,792 thousand were recorded in the same period 2015 connected to the change in the Group's leadership.

Looking at recurring items alone, the cost of centralized functions for the first nine months of the year amounted to €21,099 thousand (2.6% of the revenue generated by the Group's sales and services), an increase of €4,899 thousand (+30.2%) against the comparison period.

In the third quarter alone centralized corporate costs amounted to €7,183 thousand (2.8% of the revenue generated by the Group's sales and services), an increase of €1,775 thousand (+32.8%) with respect to the comparison period.

Profit before tax

(€ thousands) First nine months 2016 First nine months 2015
Recurring
Non recurring
Total
Recurring Non recurring Total
Profit before tax 69,152 (2,502) 66,650 53,666 (6,362) 47,304
(€ thousands) Third Quarter 2016 Third Quarter 2015
Recurring Non recurring Total Recurring Non recurring Total
Profit before tax 16,283 - 16,283 11,503 3,371 14,874

Profit before tax amounted to €66,650 thousand in the first nine months of 2016 (with a gross profit margin of 8.3%) versus €47,304 thousand in the same period of the prior year (and a gross profit margin of 6.4%), an increase of €19,346 thousand (+40.9%).

When looking at this figure it is important to bear in mind that the period under examination was impacted by non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not made, while in the comparison period non-recurring costs totaled €6,362 thousand (in addition to non-recurring costs already described in the notes of EBITDA should be considered €4,271 thousand for the make whole payment made as a result of the advance repayment of the private placement 2006-2016, €1,429 thousand in income recognized following elimination of provisions for receivables repaid entirely by a commercial partner as a result of early contract termination and €1,267 thousand for the income recognized in New Zealand following the acquisition of 100% of Dilworth Hearing Ltd based on the provisions of IFRS 3R relating to step up acquisitions).

Net of these one-offs, profit before tax reached €15,486 thousand (+28.9%). In addition to the increase in EBIT described above and the lower exchange costs, the profit before tax also benefitted from a decrease in interest payable as a result of the advance repayment of the last tranche of the private placement 2006-2016.

In the third quarter alone the profit before tax reached €16,283 thousand, an increase of €1,409 thousand against the third quarter of the prior year (€4,780 thousand relates to recurring operations alone).

Net profit attributable to the Group

(€ thousands) First nine months 2016 First nine months 2015
Recurring
Non recurring
Total
Recurring Non recurring Total
Net profit attributable to the Group 41,053 (1,716) 39,337 29,303 (3,980) 25,323
(€ thousands) Third Quarter 2016 Third Quarter 2015
Recurring Non recurring Total Recurring Non recurring Total
Net profit attributable to the Group 9,709 - 9,709 4,775 1,999 6,774

The Group's net profit amounted to €39,337 thousand in the first nine months of 2016 (with a profit margin of 4.9%), versus €25,323 thousand in the same period of the prior year (and a profit margin of 3.4%). Net of the non-recurring items described above, net profit rose €11,750 thousand (+40.1%) against the comparison period to €41,053 thousand (with a profit margin of 5.1%).

Net of the losses recorded by subsidiaries for which, in accordance with the principle of prudence, deferred tax assets are not recognized, as well as earnings posted for which no taxes were paid due to carried forward tax losses, the tax rate would have reached 34.2% versus 36.4% in the nine months of 2015 calculated, again, net of the losses posted by the subsidiaries.

In the third quarter alone the Group's net profit amounted to €9,709 thousand, an increase of €2,935 thousand (+43.3%) against the comparison period. Net of the non-recurring items described above, the increase came to €4,934 thousand (+103.3%).

BALANCE SHEET REVIEW

Consolidated balance sheet by geographical area

(€ thousands) 30/09/2016
EMEA Americas Asia Pacific Elim. Total
Goodwill 297,584 78,960 251,427 - 627,971
Non-competition agreements,
trademarks, customer lists and lease
rights
49,554 3,508 56,115 - 109,177
Software, licences, other intangible
fixed assets, fixed assets in progress
and advances
26,398 12,070 7,177 - 45,645
Tangible assets 89,546 3,703 15,801 - 109,050
Financial fixed assets 2,429 39,647 - - 42,076
Other non-current financial assets 4,381 49 360 - 4,790
Non-current assets 469,892 137,937 330,880 - 938,709
Inventories 31,943 518 2,121 - 34,582
Trade receivables 75,415 31,842 9,207 (2,570) 113,894
Other receivables 30,179 7,957 2,324 (7) 40,453
Current assets (A) 137,537 40,317 13,652 (2,577) 188,929
Operating assets 607,429 178,254 344,532 (2,577) 1,127,638
Trade payables (61,087) (35,439) (11,386) 2,570 (105,342)
Other payables (107,218) (3,268) (17,911) 7 (128,390)
Provisions for risks and charges
(current portion)
(1,417) - - - (1,417)
Current liabilities (B) (169,722) (38,707) (29,297) 2,577 (235,149)
Net working capital (A) - (B) (32,185) 1,610 (15,645) - (46,220)
Derivative instruments (8,207) - - - (8,207)
Deferred tax assets 39,359 1,360 2,753 - 43,472
Deferred tax liabilities (20,489) (24,124) (16,040) - (60,653)
Provisions for risks and charges (non
current portion)
(26,579) (24,800) (892) - (52,271)
Liabilities for employees' benefits
(non-current portion)
(16,446) (163) (2,278) - (18,887)
Loan fees 1,540 10 91 - 1,641
Other non-current payables (2,990) (44) (567) - (3,601)
NET INVESTED CAPITAL 403,895 91,786 298,302 - 793,983
Group net equity 527,607
Minority interests 521
Total net equity 528,128
Net medium and long-term financial
indebtedness
379,869
Net short-term financial
indebtedness
(114,014)
Total net financial indebtedness 265,855
OWN FUNDS AND NET FINANCIAL
INDEBTEDNESS
793,983
(€ thousands) 31/12/2015
EMEA Americas Asia Pacific Elim. Total
Goodwill 250,714 74,125 247,311 - 572,150
Non-competition agreements,
trademarks, customer lists and lease
rights
35,188 3,173 59,754 - 98,115
Software, licences, other intangible
fixed assets, fixed assets in progress
and advances
25,894 11,383 6,021 - 43,298
Tangible assets 83,666 3,466 15,543 - 102,675
Financial fixed assets 2,256 40,070 - - 42,326
Other non-current financial assets 3,879 21 336 - 4,236
Non-current assets 401,597 132,238 328,965 - 862,800
Inventories 26,983 262 1,711 - 28,956
Trade receivables 77,945 30,327 5,943 (2,488) 111,727
Other receivables 25,146 7,996 934 (8) 34,068
Current assets (A) 130,074 38,585 8,588 (2,496) 174,751
Operating assets 531,671 170,823 337,553 (2,496) 1,037,551
Trade payables (67,532) (37,219) (11,080) 2,488 (113,343)
Other payables (108,077) (3,634) (19,729) 8 (131,432)
Provisions for risks and charges
(current portion)
(1,378) - - - (1,378)
Current liabilities (B) (176,987) (40,853) (30,809) 2,496 (246,153)
Net working capital (A) - (B) (46,913) (2,268) (22,221) - (71,402)
Derivative instruments (6,988) - - - (6,988)
Deferred tax assets 37,160 1,117 2,466 - 40,743
Deferred tax liabilities (15,223) (23,564) (16,908) - (55,695)
Provisions for risks and charges (non
current portion)
(23,760) (23,817) (830) - (48,407)
Liabilities for employees' benefits
(non-current portion)
(13,806) (175) (1,591) - (15,572)
Loan fees 2,023 - 174 - 2,197
Other non-current payables (2,216) (15) (369) - (2,600)
NET INVESTED CAPITAL 331,874 83,516 289,686 - 705,076
Group net equity 499,471
Minority interests 694
Total net equity 500,165
Net medium and long-term financial
indebtedness
382,542
Net short-term financial
indebtedness
(177,631)
Total net financial indebtedness 204,911
OWN FUNDS AND NET FINANCIAL
INDEBTEDNESS
705,076

Non-current assets

Non-current assets amounted to €938,709 thousand at 30 September 2016 versus €862,800 thousand at 31 December 2015, with a net increase of €75,909 thousand. The changes of the period are mainly related to: (i) operative investments for €35,587 thousand; (ii) increases due to acquisitions equal to €80,231 thousand; (iii) depreciation, amortization and impairment for €38,585 thousand; (iv) decreases for unfavourable foreign exchange rates fluctuations for €1,372 thousand and (v) other increases equal to €48 thousand.

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

(€ thousands) 30/09/2016 31/12/2015 Change
Goodwill 297,584 250,714 46,870
Non-competition agreements, trademarks, customer lists
and lease rights
49,554 35,188 14,366
Software, licences, other intangible fixed assets, fixed assets
in progress and advances
26,398 25,894 504
EMEA Tangible assets 89,546 83,666 5,880
Financial fixed assets 2,429 2,256 173
Other non-current financial assets 4,381 3,879 502
Non-current assets 469,892 401,597 68,295
Goodwill 78,960 74,125 4,835
Non-competition agreements, trademarks, customer lists
and lease rights
3,508 3,173 335
Software, licences, other intangible fixed assets, fixed assets
in progress and advances
12,070 11,383 687
Americas Tangible assets 3,703 3,466 237
Financial fixed assets 39,647 40,070 (423)
Other non-current financial assets 49 21 28
Non-current assets 137,937 132,238 5,699
Goodwill 251,427 247,311 4,116
Non-competition agreements, trademarks, customer lists
and lease rights
56,115 59,754 (3,639)
Asia Pacific Software, licences, other intangible fixed assets, fixed assets
in progress and advances
7,177 6,021 1,156
Tangible assets 15,801 15,543 258
Financial fixed assets - - -
Other non-current financial assets 360 336 24
Non-current assets 330,880 328,965 1,915

Europe, Middle-East and Africa

Non-current assets amounted to €469,892 thousand at 30 September 2016 versus €401,597 thousand at 31 December 2015, an increase of €68,295 thousand explained:

  • for €22,230 thousand, by investments in plant, property and equipment, relating primarily to the opening of new and renewal of existing stores as part of the continuing introduction of the new concept store;
  • for €5,324 thousand, by investments in intangible assets, relating primarily to back-office systems and the implementation of new store, sales and Digital Marketing support systems;
  • for €72,106 thousand, by acquisitions;
  • for €27,076 thousand, by amortization, depreciation and impairment;
  • for €4,289 thousand, by other net decreases relating primarily to exchange differences.

Americas

Non-current assets came to €137,937 thousand at 30 September 2016 versus €132,238 thousand at 31 December 2015, an increase of €5,699 thousand explained:

  • for €483 thousand, by investments in plant, property and equipment;
  • for €3,039 thousand, by investments in intangible assets relating primarily to the implementation of front-office systems and the website, renewal of the headquarters, relocation of proprietary stores and joint investment plans entered into with the franchisees for the renewal and relocation of stores;
  • for €8,125 thousand by acquisitions made in the period;
  • for €3,262 thousand, by amortization and depreciation;
  • for €2,796 thousand, by exchange losses;
  • for €110 thousand, other net increases.

Asia Pacific

Non-current assets came to €330,880 thousand at 30 September 2016 versus €328,965 thousand at 31 December 2015, an increase of €1,915 thousand explained:

  • for €2,940 thousand, by investments in plant, property and equipment, relating primarily to the opening, restructuring and relocation of a few stores;
  • for €1,571 thousand, by investments in intangible assets, relating primarily to the implementation of a new front-office system in Australia;
  • for €8,247 thousand, by amortization and depreciation;
  • for €5,651 thousand, by other net decreases, relating primarily to exchange differences.

Net invested capital

Net invested capital came to €793,983 thousand at 30 September 2016 versus €705,076 thousand at 31 December 2015, an increase of €88,907 thousand linked to the increase in both non-current assets described above and working capital, partially offset by an increase in longterm liabilities relating to deferred tax liabilities, other liabilities recognized following acquisitions and employee benefits.

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

(€ thousands) 30/09/2016 31/12/2015 Change
EMEA 403,895 331,874 72,021
Americas 91,786 83,516 8,270
Asia Pacific 298,302 289,686 8,616
Total 793,983 705,076 88,907

Europe, Middle-East and Africa

Net invested capital came to €403,895 thousand at 30 September 2016, an increase of €72,021 thousand against 31 December 2015. 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 relating to deferred tax liabilities, other liabilities recognized following acquisitions and employee benefits.

Factoring without recourse in the period involved trade receivables with a face value of €33,562 thousand (€34,168 thousand in the first nine months of the prior year) and VAT credits with a face value of €16,005 thousand (€12,959 thousand in the first nine months of the prior year).

Americas

Net invested capital came to €91,786 thousand at 30 September 2016, an increase of €8,270 thousand against the amount recorded at 31 December 2015. In addition to the increase in non-current assets described above, there was also a slight increase in working capital.

Asia Pacific

Net invested capital came to €298,302 thousand at 30 September 2016, an increase of €8,616 thousand against the amount recorded at 31 December 2015. In addition to the slight increase in non-current assets described above, there was also an increase in working capital.

(€ thousands) 30/09/2016 31/12/2015 Change
Net medium and long-term financial indebtedness 379,869 382,542 (2,673)
Net short-term financial indebtedness 36,212 19,083 17,129
Cash and cash equivalents (150,226) (196,714) 46,488
Net financial indebtedness 265,855 204,911 60,944
Group net equity 527,607 499,471 28,136
Minority interests 521 694 (173)
Net Equity 528,128 500,165 27,963
Financial indebtedness/Group net equity 0.50 0.41
Financial indebtedness/net equity 0.50 0.41

Net financial indebtedness

Net financial indebtedness amounted to €265,855 thousand at 30 September 2016, an increase of €60,944 thousand with respect to 31 December 2015 and of €13,355 thousand against 30 September 2015 (€252,500 thousand).

The increase in debt is the direct consequence of the acquisitions made in the period (€70,400 thousand in the first nine months of 2016 and €76,757 thousand in the last 12 months), capital expenditure (€35,587 thousand), the payment of dividends in the second quarter (€9,427 thousand), the purchase of treasury shares which amounted to €10,335 thousand net of the proceeds from the exercise of stock options, and the €2,502 thousand in non-recurring costs incurred linked to an acquisition which was not made.

The ability of ordinary operations to generate excellent cash flow was confirmed with recurring free cash flow reaching a positive €30,542 thousand (€35,150 thousand in the first nine months of the prior year) after absorbing capital expenditure which was €6,796 thousand higher than in the comparison period.

At 30 September 2016 the Group's total financial indebtedness amounted to €265,855 thousand against cash and cash equivalents totaling €150,226 thousand. Long-term debt amounted to €379,869 thousand, of which €2,424 thousand relating to the long term portion of deferred payments for acquisitions. Short-term debt amounted to €36,212 thousand relating for €3,466 thousand to the interest payable on the Eurobond and the private placement, for €14,565 thousand to the best estimate of the deferred payments for acquisitions and for €14,778 thousand to the utilization of credit lines. 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 €150 million, along with the unused portion of credit lines granted of €98 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 €13,669 thousand at 30 September 2016, versus €19,650 thousand at 30 September 2015 which, however, was impacted by the €4,271 thousand make whole payment made as a result of the advance repayment of the USD 70 million private placement 2006-2016.

Interest receivable on bank deposits came to €491 thousand at 30 September 2016, versus €611 thousand at 30 September 2015.

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 September 2016 these ratios were as follows:

Value
Net financial indebtedness/Group net equity 0.50
Net financial indebtedness/EBITDA for the last 4 quarters 1.42

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

Neither the €275 million Eurobond maturing in 2018 issued in July 2013 nor the remaining €0.7 million of long term debt, including the short term portions, are subject to covenants.

The ratio of net debt/net invested capital at 30 September 2016 was 33.48% (29.06% at 31 December 2015).

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

CASH FLOW

The reclassified statement of cash flows shows the change in net financial indebtedness from the beginning to the end of the period.

Pursuant to IAS 7 the financial statements include a statement of cash flows that shows the change in cash and cash equivalents from the beginning to the end of the period.

First nine months First nine months
(€ thousands) 2016 2015
OPERATING ACTIVITIES
Net profit (loss) attributable to the Group 39,337 25,323
Minority interests 101 (164)
Amortization, depreciation and write-downs:
- Intangible fixed assets 18,575 17,863
- Tangible fixed assets 20,010 20,140
- Goodwill - -
Total amortization, depreciation and write-downs 38,585 38,003
Provisions 15,431 17,307
(Gains) losses from sale of fixed assets 18 (435)
Group's share of the result of associated companies (351) 4
Financial income and charges 14,241 18,193
Current and deferred income taxes 27,213 22,145
Change in assets and liabilities:
- Utilization of provisions (5,698) (4,870)
- (Increase) decrease in inventories (3,003) (1,765)
- Decrease (increase) in trade receivables 392 11,338
- Increase (decrease) in trade payables (9,854) (10,994)
- Changes in other receivables and other payables (12,431) (10,929)
Total change in assets and liabilities (30,594) (17,220)
Dividends received 85 9
Net interest charges (13,122) (19,110)
Taxes paid (28,877) (25,351)
Cash flow generated from (absorbed) by operating activities 62,067 58,704
INVESTING ACTIVITIES:
Purchase of intangible fixed assets (9,933) (7,120)
Purchase of tangible fixed assets (25,654) (21,671)
Consideration from sale of tangible fixed assets and businesses 997 8,508
Cash flow generated from (absorbed) by investing activities (34,590) (20,283)
Cash flow generated from operating and investing activities (Free cash flow) 27,477 38,421
Business combinations (*) (70,400) (34,716)
(Purchase) sale of other investments, securities and reductions of earn-outs (55) 4,809
Cash flow generated from acquisitions (70,455) (29,907)
Cash flow generated from (absorbed) by investing activities (105,045) (50,190)
(€ thousands) First nine months
2016
First nine months
2015
FINANCING ACTIVITIES:
Changes in hedging derivatives - -
Fees paid on medium/long-term financing - -
Other non-current assets (5) (988)
Distributed dividends (9,427) (9,356)
Treasury shares (12,006) (4,545)
Capital increases (reduction)/third parties contributions in subsidiaries / dividends paid to third
parties by the subsidiaries
1,371 4,133
Cash flow generated from (absorbed) by financing activities (20,067) (10,756)
Changes in net financial indebtedness (63,045) (2,242)
Net financial indebtedness at the beginning of the period (204,911) (248,417)
Effect of disposal of assets on net financial indebtness - -
Effect of exchange rate fluctuations on net financial indebtedness 2,101 (1,841)
Changes in net indebtedness (63,045) (2,242)
Net financial indebtedness at the end of the period (265,855) (252,500)

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

The change in net debt of €60,944 thousand is explained by:

  • (i) Investing activities:
  • capital expenditure on property, plant and equipment and intangible assets of €35,587 thousand relating primarily to the opening, renewal and repositioning of stores based on the concept store, new back-office systems and the implementation of new store, sales and digital marketing support systems;
  • acquisitions amounting to €70,400 thousand, including the impact of the acquired companies' debt;
  • net proceeds from the disposal of other assets, equity investments, and securities amounting to €942 thousand.
  • (ii) Operating activities:
  • interest payable on financial indebtedness and other net financial expenses of €13,122 thousand;
  • payment of taxes amounting to €28,877 thousand;
  • cash flow generated by operations of €104,066 thousand.
  • (iii) Financing activities:
  • payment of €9,427 thousand in dividends to shareholders;
  • net proceeds from capital increases following the exercise of stock options of €1,651 thousand;
  • payment of €280 thousand in dividends to minorities by subsidiaries;
  • purchase of treasury shares amounting to €12,006 thousand;
  • decrease in other non-current assets of €5 thousand.
  • (iv) Exchange gains of €2,101 thousand.

The non-recurring transactions described above in the section about the change in net financial debt had a negative impact on the cash flow generated during the period of €3,065 thousand in the first nine months of 2016 versus a positive €3,271 thousand in the same period of the prior year. The breakdown is as follows:

(€ thousands) First nine months
2016
First nine months
2015
Restructuring charges paid in FY 2015 and 2016 (563) (344)
Advisory fees and expenses related to an acquisition process which was not completed (2,502) -
Expenses linked to the transition in the Group's leadership - (2,873)
Penalty payment received following early termination of a commercial partnership in the United
States
- 2,154
Trade receivables collected in the United States as a result of early termination of commercial
partnership in the United States
- 1,154
Make whole payment made following advance repayment of the 2006-2016 private placement - (4,271)
Cash flow generated (absorbed) by operating activities (3,065) (4,180)
Reimbursement of old debt relative to the sale of a business by a partner following early termination
of the commercial partnership in the United States
- 7,451
Cash flow generated from (absorbed) by investing activities - 7,451
Free Cash Flow (3,065) 3,271
Cash flow generated from acquisitions - -
Total cash flow generated by non recurring transactions (3,065) 3,271

ACQUISITION OF COMPANIES AND BUSINESSES

After the second quarter slowdown in M&A activities, explained largely by the valuation of a sizeable acquisition which was ultimately not made, in the third quarter the Group invested €50,788 thousand in the acquisition of 123 points of sales. From the beginning of the year a total of 175 points of sales have been acquired for a total investment, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years, of €70,400 thousand.

More in detail, in the third quarter:

  • the acquisitions of two high profile hearing aid retailers in Germany: Focus Hören AG, which operates 62 points of sales spread evenly throughout Germany, and Die Hörmeister GmbH which has 24 points of sales located primarily in northern Germany and a strong presence in the Hamburg area;
  • the acquisition of the Canadian Hear More chain, which operates in the province of Ontario with 21 points of sales.

Overall, since the beginning of the year:

  • 26 points of sales were acquired in France;
  • 107 points of sales were acquired in Germany;
  • 6 points of sales were acquired in Belgium;
  • 3 points of sales were acquired in Spain;
  • 2 points of sales were acquired in Israel;
  • 1 point of sales was acquired in Switzerland;
  • 1 point of sales was acquired in Turkey;
  • 7 points of sales belonging to the Miracle Ear network in Colorado were acquired in the United States which will rejoin the network once they are adequately reorganized and customer lists relating to two stores in Texas and California were purchased;
  • 22 points of sales were acquired in Canada.

OUTLOOK

The Group expects the positive trend in sales and profitability to continue thanks to continuous organic growth and solid contribution of external growth. In Europe the Group expects the strong sales growth and improved profitability to persist thanks to network expansion, both via acquisitions and new openings, and the benefits derived from marketing and communication investments. Growth is expected to accelerate further in Americas thanks to the new marketing initiatives, including the recently launched Miracle-Ear TV campaign. Lastly, in Asia Pacific the Group expects stable organic growth and to substantially maintain current profitability levels. The Group, therefore, remains confident about its ability to execute its strategic plan and achieve the previously announced targets.

Disclaimer

This report contains forward looking statements ("Outlook") relating to future events and the Amplifon Group's operating, economic and financial results. These forecasts, by definition, contain elements of risk and uncertainty, insofar as they are linked to the occurrence of future events and developments. The actual results may be very different with respect to the original forecast due to a number of factors, the majority of which are out of the Group's control

CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS

AT 30 SEPTEMBER 2016

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€ thousands) 30/09/2016 31/12/2015 Change
ASSETS
Non-current assets
Goodwill Note 5 627,971 572,150 55,821
Intangible fixed assets with finite useful life Note 6 154,822 141,413 13,409
Tangible fixed assets Note 7 109,050 102,675 6,375
Investments valued at equity 1,603 1,433 170
Financial assets measured at fair value through profit or loss 19 29 (10)
Long- term hedging instruments 7,377 11,526 (4,149)
Deferred tax assets 40,743 2,729
Other assets 45,244 45,100 144
Total non-current assets 989,558 915,069 74,489
Current assets
Inventories 34,582 28,956 5,626
Trade receivables 113,894 111,727 2,167
Other receivables 40,453 34,068 6,385
Hedging instruments - 451 (451)
Cash and cash equivalents 150,226 196,714 (46,488)
Total current assets 339,155 371,916 (32,761)
TOTAL ASSETS 1,328,713 1,286,985 41,728
(€ thousands) 30/09/2016 31/12/2015 Change
LIABILITIES
Net Equity
Share capital Note 8 4,521 4,510 11
Share premium account 200,459 197,774 2,685
Treasury shares (46,389) (39,740) (6,649)
Other reserves 4,675 2,587 2,088
Profit (loss) carried forward 325,004 287,535 37,469
Profit (loss) for the period 39,337 46,805 (7,468)
Group net equity 527,607 499,471 28,136
Minority interests 521 694 (173)
Total net equity 528,128 500,165 27,963
Non-current liabilities
Medium/long-term financial liabilities Note 10 392,116 394,152 (2,036)
Provisions for risks and charges 52,271 48,407 3,864
Liabilities for employees' benefits 18,887 15,571 3,316
Deferred tax liabilities 60,653 55,695 4,958
Payables for business acquisitions 2,424 5,450 (3,026)
Other long-term debt 3,601 2,600 1,001
Total non-current liabilities 529,952 521,875 8,077
Current liabilities
Trade payables 105,342 113,343 (8,001)
Payables for business acquisitions 14,565 4,581 9,984
Other payables 127,729 130,407 (2,678)
Hedging instruments 21 6 15
Provisions for risks and charges 1,417 1,378 39
Liabilities for employees' benefits 661 1,025 (364)
Short-term financial liabilities Note 10 20,898 14,205 6,693
Total current liabilities 270,633 264,945 5,688
TOTAL LIABILITIES 1,328,713 1,286,985 41,728

CONSOLIDATED INCOME STATEMENT

(€ thousands) First nine months 2016 First nine months 2015
Non Non
Revenues from sales and services Recurring
803,940
Recurring
-
Total
803,940
Recurring
733,748
Recurring
-
Total
733,748
Change
70,192
Operating costs (681,037) - (681,037) (626,892) (6,792) (633,684) (47,353)
Other income and costs (1,276) (2,502) (3,778) 1,435 2,005 3,440 (7,218)
Gross operating profit (EBITDA) 121,627 (2,502) 119,125 108,291 (4,787) 103,504 15,621
Amortisation, depreciation and
impairment
Amortisation of intangible fixed
assets
Note 6 (18,570) - (18,570) (17,779) - (17,779) (791)
Depreciation of tangible fixed assets Note 7 (19,727) - (19,727) (19,854) - (19,854) 127
Impairment and impairment
reversals of non-current assets
(288) - (288) (370) - (370) 82
(38,585) - (38,585) (38,003) - (38,003) (582)
Operating result 83,042 (2,502) 80,540 70,288 (4,787) 65,501 15,039
Financial income, charges and value
adjustments to financial assets
Group's share of the result of
associated companies valued at
equity
351 - 351 (4) - (4) 355
Other income and charges,
impairment and revaluations of
financial assets
(73) - (73) 208 1,267 1,475 (1,548)
Interest income and charges (13,203) - (13,203) (16,197) (2,842) (19,039) 5,836
Other financial income and charges (783) - (783) 515 - 515 (1,298)
Exchange gains and losses (1,568) - (1,568) 1,715 - 1,715 (3,283)
Gain (loss) on assets measured at fair
value
1,386 - 1,386 (2,859) - (2,859) 4,245
(13,890) - (13,890) (16,622) (1,575) (18,197) 4,307
Profit (loss) before tax 69,152 (2,502) 66,650 53,666 (6,362) 47,304 19,346
Current and deferred income tax Note 14
Current tax 786 (29,670) (26,280) 748 (25,532) (4,138)
Deferred tax 2,458 - 2,458 1,753 1,634 3,387 (929)
(27,998) 786 (27,212) (24,527) 2,382 (22,145) (5,067)
Total net profit (loss) (1,716) 39,438 29,139 (3,980) 25,159 14,279
Net profit (loss) attributable to
Minority interests
101 - 101 (164) - (164) 265
Net profit (loss) attributable to the
Group
41,053 (1,716) 39,337 29,303 (3,980) 25,323 14,014
Income (loss) and earnings per share (€ per share) Note 12 First nine months 2016 First nine months 2015
Earnings per share
-
base
-
diluted
0.17941
0.17470
0.11629
0.11270

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

(€ thousands) First nine months
2016
First nine months
2015
Net income (loss) for the period 39,438 25,159
Other comprehensive income (loss) that will not be reclassified subsequently to profit or loss:
Re-measurement of defined benefit plans (2,026) (1,128)
Tax effect on components of other comprehensive income (loss) that will not be reclassified
subsequently to profit or loss
395 220
Total other comprehensive income (loss) that will not be reclassified subsequently to profit or
loss after the tax effect (A)
(1,631) (908)
Other comprehensive income (loss) that will be reclassified subsequently to profit or loss:
Gains/(losses) on cash flow hedging instruments (1,217) 4,458
Gains/(losses) on exchange differences from translation of financial statements of foreign
entities
2,622 (14,581)
Tax effect on components of other comprehensive income (loss) that will be reclassified
subsequently to profit or loss
335 (1,169)
Total other comprehensive income (loss) that will be reclassified subsequently to profit or
loss after the tax effect (B)
1,740 (11,292)
Total other comprehensive income (loss) (A)+(B) 109 (12,200)
Comprehensive income (loss) for the period 39,547 12,959
Attributable to the Group 39,488 13,234
Attributable to Minority interests 59 (275)

STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY

Share Treasury Stock option
and stock
(€ thousands) Share capital premium
account
Legal reserve Other
reserves
shares
reserve
grant
reserve
Balance at 1 January 2015 4,492 191,902 934 3,607 (46,547) 21,761
Appropriation of FY 2014 result
Share capital increase 16 4,117
Treasury shares (4,545)
Dividend distribution
Implicit cost of stock options and
stock grants
8,196
Other changes 1,649 29 6,018 (7,696)
- Hedge accounting
- Actuarial gains (losses)
- Translation difference
- Result for first 9 months 2015
Total comprehensive income (loss)
for the period
Balance at 30 September 2015 4,508 197,668 934 3,636 (45,074) 22,261
Share Treasury Stock option
and stock
(€ thousands) Share
capital
premium
account
Legal
reserve
Other
reserves
shares
reserve
grant
reserve
Balance at 1 January 2016 4,510 197,774 934 3,636 (39,740) 21,835
Appropriation of FY 2015 result
Share capital increase 11 1,640
Treasury shares (12,006)
Dividend distribution
Implicit cost of stock options and
stock grants
8,509
Other changes 1,045 5,357 (6,572)
- Hedge accounting
- Actuarial gains (losses)
- Translation difference
- Result for first 9 months 2016
Total comprehensive income (loss)
for the period
Balance at 30 September 2016 4,521 200,459 934 3,636 (46,389) 23,772

Interim Report as at 30 September 2016 > Consolidated financial statements

Cash flow
hedge reserve
Actuarial gains
and (losses)
Profit (loss)
carried
forward
Translation
difference
Profit (loss) for
the period
Total
Shareholders'
equity
Minority
interests
Total net
equity
(7,421) (4,567) 255,410 (23,881) 46,475 442,165 1,057 443,222
46,475 (46,475)
4,133 4,133
(4,545) (4,545)
(9,356) (9,356) (9,356)
8,196 8,196
52 52 5 57
3,289 3,289 3,289
(908) (908) (908)
(14,470) (14,470) (111) (14,581)
25,323 25,323 (164) 25,159
3,289 (908) (14,470) 25,323 13,234 (275) 12,959
(4,132) (5,475) 292,581 (38,351) 25,323 453,879 787 454,666
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
(5,096) (4,404) 287,535 (14,318) 46,805 499,471 694 500,165
46,805 (46,805) - -
1,651 1,651
(12,006) (12,006)
(9,427) (9,427) (9,427)
8,509 8,509
91 (79) (232) (311)
(882) (882) (882)
(1,631) (1,631) (1,631)
2,664 2,664 (42) 2,622
39,337 39,337 101 39,438
(882) (1,631) 2,664 39,337 39,488 59 39,547
(5,978) (6,035) 325,004 (11,654) 39,337 527,607 521 528,128

CONSOLIDATED CASH FLOW STATEMENT

First nine months First nine months
(€ thousands) 2016 2015
OPERATING ACTIVITIES
Net profit (loss) 39,438 25,159
Amortization, depreciation and write-downs:
- intangible fixed assets 18,575 17,863
- tangible fixed assets 20,010 20,140
- goodwill - -
Provisions 15,431 17,307
(Gains) losses from sale of fixed assets 18 (435)
Group's share of the result of associated companies (351) 4
Financial income and charges 14,241 18,193
Current, deferred tax assets and liabilities 27,213 22,145
Cash flow from operating activities before change in working capital 134,575 120,376
Utilization of provisions (5,698) (4,870)
(Increase) decrease in inventories (3,003) (1,765)
Decrease (increase) in trade receivables 392 11,338
Increase (decrease) in trade payables (9,854) (10,994)
Changes in other receivables and other payables (12,431) (10,929)
Total change in assets and liabilities (30,594) (17,220)
Dividends received 85 10
Interest received (paid) (17,368) (25,479)
Taxes paid (28,877) (25,351)
Cash flow generated from (absorbed by) operating activities (A) 57,821 52,336
INVESTING ACTIVITIES:
Purchase of intangible fixed assets (9,933) (7,120)
Purchase of tangible fixed assets (25,654) (21,671)
Consideration from sale of tangible fixed assets 997 8,508
Cash flow generated from (absorbed by) operating investing activities (B) (34,590) (20,283)
Purchase of subsidiaries and business units (72,509) (35,575)
Increase (decrease) in payables through business acquisition 4,948 3,266
(Purchase) sale of other investments, securities and reductions of earn out (55) 4,809
Cash flow generated from (absorbed by) acquisition activities (C) (67,616) (27,500)
Cash flow generated from (absorbed by) investing activities (B+C) (102,206) (47,783)
FINANCING ACTIVITIES:
Increase (decrease) in financial payables 15,233 (57,127)
(Increase) decrease in financial receivables 38 1,870
Derivatives instruments and other non-current assets - -
Commissions paid for medium/long-term financing - -
Other non-current assets and liabilities (5) (988)
Treasury shares (12,006) (4,545)
Dividends distributed
Capital increases and minority shareholders' contributions and dividends paid to third parties
(9,427) (9,356)
by subsidiaries 1,371 4,133
Cash flow generated from (absorbed by) financing activities (D) (4,796) (66,013)
Net increase in cash and cash equivalents (A+B+C+D) (49,181) (61,460)

Interim Report as at 30 September 2016 > Consolidated financial statements

First nine months First nine months
(€ thousands) 2016 2015
Cash and cash equivalents at beginning of period 196,714 211,124
Effect of discontinued operations on cash & cash equivalents - -
Effect of exchange rate fluctuations on cash & cash equivalents 584 (761)
Liquid assets acquired 2,109 859
Cash and cash equivalents flows (49,181) (61,460)
Cash and cash equivalents at the end of period 150,226 149,762

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

Below is reported the detail of the net cash flow absorbed by acquisitions:

(€ thousands) First nine months
2016
First nine months
2015
- Goodwill 55,856 29,436
- Customer lists 20,298 11,697
- Trademarks and non-competition agreements - -
- Other intangible fixed assets 1,006 128
- Tangible fixed assets 2,815 1,111
- Financial fixed assets - -
- Current assets 9,753 3,375
- Provisions for risks and charges (1,734) (3,034)
- Current liabilities (13,923) (6,455)
- Other non-current assets and liabilities (7,593) (1,469)
- Minority interests - (130)
Total investments 66,478 34,659
Net financial debt acquired 6,031 916
Total business combinations 72,509 35,575
(Increase) decrease in payables for businesses combinations (4,948) (3,266)
Purchase (sale) of other investments, securities and reductions of earn-out 55 (4,809)
Cash flow absorbed by (generated from) acquisitions 67,616 27,500
(Cash and cash equivalents acquired) (2,109) (859)
Net cash flow absorbed by (generated from) acquisitions 65,507 26,641

EXPLANATORY NOTES

1. General Information

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

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

The consolidated financial statements at 30 September 2016 have been prepared in accordance with International Accounting Standards and the implementation regulations set out in Article 9 of legislative decree no. 38 of 28 February 2005. These standards include the IAS and IFRS issued by the International Accounting Standard Board, as well as the SIC and IFRIC interpretations issued by the International Financial Reporting Interpretations Committee, which were endorsed in accordance with the procedure set out in Article 6 of Regulation (EC) no. 1606 of 19 July 2002 by 30 September 2016. 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 September 2016 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 2015.

The valuation criteria adopted in the preparation of the condensed consolidated interim financial statements as at 30 September 2016 did not change from those of the consolidated accounts as at 31 December 2015.

The publication of the condensed consolidated interim financial statements of the Amplifon Group at 30 September 2016 was authorized by a resolution of the Board of Directors of 26 October 2016 which approved their distribution to the public.

2. Accounting policies

2.1. Presentation of financial statements

The condensed consolidated interim financial statements at 30 September 2016 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
Amendments to IFRS 10, IFRS 12 and
IAS 28: Investment Entities
22 Sep '16 23 Sep '16 Financial years beginning on
or after 1 Jan '16
1 Jan '16
Amendments to IAS 27: equity method
in separate financial statements
18 Dec '15 23 Dec '15 Financial years beginning on
or after 1 Jan '16
1 Jan '16
Amendments to IAS 1- disclosure
initiative
18 Dec '15 19 Dec '15 Financial years beginning on
or after 1 Jan '16
1 Jan '16
Annual Improvements to IFRSs 2012–
2014 Cycle
15 Dec '15 16 Dec '15 Financial years beginning on
or after 1 Jan '16
1 Jan '16
Amendments to IAS 16 and IAS 38:
clarification of acceptable
methods of depreciation and
amortization
2 Dec '15 3 Dec '15 Financial years beginning on
or after 1 Jan '16
1 Jan '16
Amendments to IFRS 11: accounting for
acquisitions of interests in Joint
Operations
24 Nov '15 25 Nov '15 Financial years beginning on
or after 1 Jan '16
1 Jan '16
Amendments to IAS 16 and IAS 41:
bearer plants
23 Nov '15 24 Nov '15 Financial years beginning on
or after 1 Jan '16
1 Jan '16
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 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:

  • 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

Below are the International Financial Reporting Standards, interpretations, amendments to existing standards and interpretations, or specific provisions contained in the standards and interpretations approved by the IASB which on 21 October 2016 had not yet been endorsed for adoption in Europe.

Description Effective date
IFRS 9: financial Instruments (issued on 24 July 2014) Financial years beginning on or after 1 Jan '18
IFRS 15 revenue from contracts with customers (issued on 28
May 2014) and related Amendment (Issued on 11 September
2015), formalising the deferral of the effective date by one
year to 2018
Financial years beginning on or after 1 Jan '18
Clarifications to IFRS 15 Revenue from Contracts with
Customers (issued on 12 April 2016)
Financial years beginning on or after 1 Jan '18
IFRS 14 regulatory deferral accounts (issued on 30 January
2014)
To be defined
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
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
IFRS 16 Leases (Issued on 13 January 2016) Financial years beginning on or after 1 Jan '19
Amendments to IAS 12: Recognition of Deferred Tax Assets
for Unrealized Losses (Issued on 19 January 2016)
Financial years beginning on or after 1 Jan '17
Amendments to IAS 7: Disclosure Initiative (issued on 29
January 2016)
Financial years beginning on or after 1 Jan '17
Amendments to IFRS 2: Classification and Measurement of
Share based Payment Transactions (issued on 20 June 2016)
Financial years beginning on or after 1 Jan '18

The review project of the accounting principle concerning financial instruments was completed with the publication of the complete version of IFRS 9 "Financial Instruments". The new requirements of the principles: (i) modify the classification and evaluation model of financial assets; (ii) introduce the concept of expected credit losses, among the variables to be considered in the valuation and impairment of financial assets; (iii) modify the requirements concerning the hedge accounting. The requirements are effective starting from fiscal years that begin on or after the 1 January 2018.

Based on IFRS 15 "Revenue from contracts with customers", the company must recognize revenue when the control of the goods or services is transferred to the customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard introduces a five step model to be used to analyze and recognize revenue in relation to the timing and the amount. It is foreseeable that the new standard could result in a change in the timing of revenue recognition (earlier or later

with respect to current standards), as well as the use of new methods (for example, the recognition of revenue at a specific point in time versus over time or vice versa). The new standard calls for additional information about the nature, amount, timing and uncertainty of the revenue streams and cash flows generated by contracts with customers. IFRS 15 will be effective for annual periods beginning on or after 1 January 2017 and may be applied in advance. The standard, as defined in an amendment to the principle issued on September 11, 2015, must be applied for annual periods beginning on or after 1 January 2018 and earlier application permitted. In April 2016, alongside the changes to IFRS 15, the IASB clarified some sections that were unclear and introduced some modifications to reduce the complexity of the standard's first application.

With the publication of the new accounting standard IFRS 16 "Leases", the IASB replaces the accounting rules provided by IAS 17. The new accounting standard requires that all leases should be recognized in the balance sheet as assets and liabilities are they "financial", whether "operative".

With regard to IFRS 9, IFRS 15 and IFRS 16 described above, the Amplifon Group is continuing the activities aimed at the identification and quantification of the impacts on the consolidated financial statements. With regard to other standards and interpretations detailed above, it is not expected that the adoption will significantly affect the valuation of assets, liabilities, costs and revenues of the Group.

3. Financial risk management

The condensed consolidated interim financial statements at 30 September 2016 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 2015 for a detailed analysis of financial risk management

4. Segment information

In accordance with IFRS 8 "Operating Segments", the schedules relative to each operating segment are shown below.

The Amplifon Group's business (distribution and personalization of hearing solutions) is organized in three specific geographical areas which comprise the Group's operating segments: Europe, Middle East and Africa - EMEA - (Italy, France, The Netherlands, Germany, the United Kingdom, Ireland, Spain, Portugal, Switzerland, Belgium, Luxemburg, Hungary, Egypt, Turkey, Poland and Israel), America (USA, Canada and Brazil) and Asia Pacific (Australia, New Zealand and India).

The Group also operates via Corporate functions (Corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8.

These areas of responsibility, which coincide with the geographical areas (the Corporate functions are recognized under EMEA), represent the organizational structure used by management to run the Group's operations. The reports periodically analyzed by the Chief Executive Officer and Top Management are divided up accordingly, by geographical area.

Performances are monitored and measured for each operating segment/geographical area, through operating profit including amortization and depreciation (EBIT), along with the portion of the results of equity investments in associated companies valued using the equity method. Financial expenses are not monitored insofar as they are based on Corporate decisions regarding the financing of each region (own funds versus borrowings) and, consequently, neither are taxes. Items in the statement of financial position are not analyzed by managerial segment, but are measured and monitored on an overall Group level. The income statement and statement of financial position are prepared using the same methods and accounting standards used to draw up the consolidated financial statements.

Statement of Financial Position as at 30 September 2016

(€ thousands) EMEA AMERICAS ASIA
PACIFIC
ELIM. CONSOLIDATED
ASSETS
Non-current assets
Goodwill 297,584 78,960 251,427 - 627,971
Intangible fixed assets with finite useful life 75,952 15,578 63,292 - 154,822
Tangible fixed assets 89,546 3,703 15,801 - 109,050
Investments valued at equity 1,603 - - - 1,603
Financial assets measured at fair value through profit and loss 19 - - - 19
Hedging instruments 7,377 - - - 7,377
Deferred tax assets 39,359 1,360 2,753 - 43,472
Other assets 5,188 39,696 360 - 45,244
Total non-current assets 989,558
Current assets
Inventories 31,943 518 2,121 - 34,582
Receivables 105,594 39,799 11,531 (2,577) 154,347
Hedging instruments - - - - -
Cash and cash equivalents 150,226
Total current assets 339,155
TOTAL ASSETS 1,328,713
LIABILITIES
Net Equity 528,128
Non-current liabilities
Medium/long-term financial liabilities 392,116
Provisions for risks and charges 26,579 24,800 892 - 52,271
Liabilities for employees' benefits 16,446 163 2,278 - 18,887
Deferred tax liabilities 20,489 24,124 16,040 - 60,653
Payables for business acquisitions 2,424 - - - 2,424
Other long-term debt 2,990 44 567 - 3,601
Total non-current liabilities 529,952
Current liabilities
Trade payables 61,087 35,439 11,386 (2,570) 105,342
Payables for business acquisitions 12,068 2,497 - - 14,565
Other payables 106,694 3,131 17,911 (7) 127,729
Hedging instruments 21 - - - 21
Provisions for risks and charges 1,417 - - - 1,417
Liabilities for employees' benefits 524 137 - - 661
Short-term financial liabilities 20,898
Total current liabilities 270,633
TOTAL LIABILITIES 1,328,713

Statement of Financial Position as at 31 December 2015

ASIA
(€ thousands) EMEA AMERICAS PACIFIC ELIM. CONSOLIDATED
ASSETS
Non-current assets
Goodwill 250,714 74,125 247,311 - 572,150
Intangible fixed assets with finite useful life 61,082 14,556 65,775 - 141,413
Tangible fixed assets 83,666 3,466 15,543 - 102,675
Investments valued at equity 1,433 - - - 1,433
Financial assets measured at fair value through profit and loss 29 - - - 29
Hedging instruments 11,526 - - - 11,526
Deferred tax assets 37,160 1,117 2,466 - 40,743
Other assets 4,673 40,091 336 - 45,100
Total non-current assets 915,069
Current assets
Inventories 26,983 262 1,711 - 28,956
Receivables 103,091 38,323 6,877 (2,496) 145,795
Hedging instruments 451 - - - 451
Cash and cash equivalents 196,714
Total current assets 371,916
TOTAL ASSETS 1,286,985
LIABILITIES
Net Equity 500,165
Non-current liabilities
Medium/long-term financial liabilities 394,152
Provisions for risks and charges 23,760 23,817 830 - 48,407
Liabilities for employees' benefits 13,806 175 1,590 - 15,571
Hedging instruments - - - - -
Deferred tax liabilities 15,223 23,564 16,908 - 55,695
Payables for business acquisitions 5,384 66 - - 5,450
Other long-term debt 2,216 15 369 - 2,600
Total non-current liabilities 521,875
Current liabilities
Trade payables 67,532 37,219 11,080 (2,488) 113,343
Payables for business acquisitions 4,515 66 - - 4,581
Other payables 107,140 3,546 19,729 (8) 130,407
Hedging instruments 6 - - - 6
Provisions for risks and charges 1,378 - - - 1,378
Liabilities for employees' benefits 937 88 - - 1,025
Short-term financial liabilities 14,205
Total current liabilities 264,945
TOTAL LIABILITIES 1,286,985

Income Statement – First nine months 2016

(€ thousands) EMEA AMERICAS ASIA
PACIFIC
CORPORATE ELIM. CONSOLIDATED
Revenues from sales and services 526,507 157,007 119,767 659 - 803,940
Operating costs (450,810) (128,386) (83,163) (18,678) - (681,037)
Other income and costs (1,084) (80) (117) (2,497) - (3,778)
Gross operating profit (EBITDA) 74,613 28,541 36,487 (20,516) - 119,125
Amortisation, depreciation and impairment
Amortisation (7,746) (2,650) (5,336) (2,838) - (18,570)
Depreciation (16,005) (612) (2,863) (247) - (19,727)
Impairment and impairment reversals of
non-current assets
(240) - (48) - - (288)
(23,991) (3,262) (8,247) (3,085) - (38,585)
Operating result 50,622 25,279 28,240 (23,601) - 80,540
Financial income, charges and value
adjustments to financial assets
Group's share of the result of associated
companies valued at equity
351 - - - - 351
Other income and charges, impairment and
revaluations of financial assets
(73)
Interest income and charges (13,203)
Other financial income and charges (783)
Exchange gains and losses (1,568)
Gain (loss) on assets measured at fair value 1,386
(13,890)
Net profit (loss) before tax 66,650
Current and deferred income tax
Current income tax (29,670)
Deferred tax 2,458
(27,212)
Total net profit (loss) 39,438
Minority interests 101
Net profit (loss) attributable to the Group 39,337

For the purposes of reporting on economic data by geographic area, please note that the Corporate structures are included in EMEA.

Income Statement – First nine months 2015 (*)

ASIA
(€ thousands) EMEA AMERICAS PACIFIC CORPORATE ELIM. CONSOLIDATED
Revenues from sales and services 477,706 145,047 110,826 169 - 733,748
Operating costs (420,104) (116,945) (75,915) (20,720) - (633,684)
Other income and costs 526 3,090 (215) 39 - 3,440
Gross operating profit (EBITDA) 58,128 31,192 34,696 (20,512) - 103,504
Amortisation, depreciation and impairment
Amortisation (7,748) (2,813) (5,182) (2,036) - (17,779)
Depreciation (15,728) (544) (3,137) (445) - (19,854)
Impairment and impairment reversals of
non-current assets
(285) (69) (16) - - (370)
(23,761) (3,426) (8,335) (2,481) - (38,003)
Operating result 34,367 27,766 26,361 (22,993) - 65,501
adjustments to financial assets
Group's share of the result of associated
companies valued at equity
Other income and charges, impairment and
(4) - - - - (4)
revaluations of financial assets 1,475
Interest income and charges (19,039)
Other financial income and charges 515
Exchange gains and losses 1,715
Gain (loss) on assets measured at fair value (2,859)
(18,197)
Net profit (loss) before tax 47,304
Current and deferred income tax
Current income tax (25,532)
Deferred tax 3,387
(22,145)
Total net profit (loss) 25,159
Minority interests (164)
Net profit (loss) attributable to the Group 25,323

(*) The figures for First nine months 2015, in line with the specific managerial responsibilities and as a result of the change in the reports periodically analyzed by the Chief Executive Officer and the Group's Top Management, were reclassified in order to show the Corporate overhead previously charged to EMEA separately.

5. Acquisitions and goodwill

During the first nine months of 2016 the Group continued its external growth and finalized a number of acquisitions of small regional chains with the aim of increasing the coverage: in detail 146 points of sale were purchased in the EMEA region and 29 in the Americas.

The total investment amounted to €70,400 thousand, including debt consolidated 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 is provided in the following table.

(€ thousands) EMEA Americas Asia Pacific Total
Cost of acquisitions of the period 60,359 6,119 - 66,478
Assets and liabilities acquired – Book value
Current assets 7,165 479 - 7,644
Current liabilities (9,447) (604) - (10,051)
Net working capital (2,282) (125) - (2,407)
Other intangible and tangible assets 2,932 889 - 3,821
Provisions for risks and charges (1,734) - - (1,734)
Other non-current assets and liabilities 107 (4) - 103
Non-current assets and liabilities 1,305 885 - 2,190
Net invested capital (977) 760 - (217)
Minority interests
Net financial position (2,214) (1,708) - (3,922)
NET EQUITY ACQUIRED - BOOK VALUE (3,191) (948) - (4,139)
DIFFERENCE TO BE ALLOCATED 63,550 7,067 - 70,617
ALLOCATIONS
Customer lists 19,567 731 - 20,298
Deferred tax assets 808 41 - 849
Deferred tax liabilities (6,202) (183) - (6,385)
Total allocations 14,172 589 - 14,761
TOTAL GOODWILL 49,378 6,478 - 55,856

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

Net carrying
value at
Business Other net Net carrying
value at
(€ thousands) 31/12/2015 combinations Disposals Impairment changes 30/09/2016
Italy 540 - - - - 540
France 63,902 4,419 - - (27) 68,294
Iberian Peninsula 23,975 - - - - 23,975
Hungary 1,025 - - - 8 1,033
Switzerland 13,226 372 - - (81) 13,517
The Netherlands 32,781 - - - - 32,781
Belgium and Luxembourg 9,444 1,000 - - - 10,444
Germany 84,215 43,551 - - - 127,766
Poland 217 - - - - 217
United Kingdom and Ireland 16,693 - - - (2,405) 14,288
Turkey 1,049 11 - - (4) 1,056
Israel 3,647 25 - - 1 3,673
USA and Canada 74,125 6,478 - - (1,643) 78,960
Australia and New Zealand 247,311 - - - 4,116 251,427
Goodwill 572,150 55,856 - - (35) 627,971

The item "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 losses.

6. Intangible fixed assets

The following table shows the changes in intangible fixed assets:

(€ thousands) Historical cost at
31/12/2015
Accumulated
amortisation
and write
downs at
31/12/2015
Net book value
at 31/12/2015
Historical cost at
30/09/2016
Accumulated
amortisation
and write
downs at
30/09/2016
Net book value
at 30/09/2016
Software 77,302 (54,375) 22,927 82,599 (59,508) 23,091
Licenses 9,992 (8,365) 1,627 10,460 (8,894) 1,566
Non-competition
agreements
3,684 (3,684) - 4,485 (3,968) 517
Customer lists 178,612 (100,357) 78,255 197,132 (106,829) 90,303
Trademarks and
concessions
31,946 (12,644) 19,302 32,710 (14,992) 17,718
Other 18,884 (5,814) 13,070 20,934 (6,657) 14,277
Fixed assets in progress
and advances
6,232 - 6,232 7,350 - 7,350
Total 326,652 (185,239) 141,413 355,670 (200,848) 154,822
Net book
value at
Business Other
net
Net book
value at
(€ thousands) 31/12/2015 Investments Disposals Amortisation combinations Impairment changes 30/09/2016
Software 22,927 2,863 (1) (5,639) 6 - 2,935 23,091
Licenses 1,627 324 - (568) 15 - 168 1,566
Non-competition
agreements
- 886 - (369) - - - 517
Customer lists 78,255 37 - (8,957) 20,298 - 670 90,303
Trademarks and
concessions
19,302 - - (1,993) - - 409 17,718
Other 13,070 1,696 (318) (1,044) 672 (5) 206 14,277
Fixed assets in
progress and
advances
6,232 4,127 (81) - 313 - (3,241) 7,350
Total 141,413 9,933 (400) (18,570) 21,304 (5) 1,147 154,822

Changes in "business combinations" refer to the provisional purchase price allocation of the acquisitions performed in the period.

The increases of the period in intangible fixed assets are mainly due to the investments in back-office systems and to new implementations on front office and sale support systems.

The item "other net changes" is mainly due to exchange rate fluctuations occurred during the period and to the allocation of the fixed assets in progress and advances completed in the period to the related fixed assets lines.

7. Tangible fixed assets

The following table shows the changes in tangible fixed assets:

Historical cost Accumulated
amortisation
and write
Accumulated
amortisation
and write
(€ thousands) at
31/12/2015
downs at
31/12/2015
Net book value
at 31/12/2015
Historical cost at
30/09/2016
downs at
30/09/2016
Net book value
at 30/09/2016
Land 162 - 162 162 - 162
Buildings, constructions and
leasehold improvements
115,835 (75,551) 40,284 124,071 (82,274) 41,797
Plant and machines 33,685 (25,976) 7,709 37,900 (28,586) 9,314
Industrial and commercial
equipment
40,648 (27,039) 13,609 48,027 (31,219) 16,808
Motor vehicles 6,588 (3,410) 3,178 6,293 (3,503) 2,790
Computers and office machinery 35,507 (28,043) 7,464 37,565 (30,145) 7,420
Furniture and fittings 74,639 (49,391) 25,248 81,192 (53,930) 27,262
Other tangible fixed assets 4,148 (3,032) 1,116 468 (335) 133
Fixed assets in progress and
advances
3,905 - 3,905 3,364 - 3,364
Total 315,117 (212,442) 102,675 339,042 (229,992) 109,050
Net book Other Net book
value at Business net value at
(€ thousands) 31/12/2015 Investments Disposals Amortisation combinations Impairment changes 30/09/2016
Land 162 - - - - - - 162
Buildings, constructions and
leasehold improvements
40,284 8,865 (355) (7,815) 417 (78) 479 41,797
Plant and machines 7,709 2,364 (30) (1,699) 707 (27) 290 9,314
Industrial and commercial
equipment
13,609 3,177 (6) (2,118) 502 (67) 1,711 16,808
Motor vehicles 3,178 901 (97) (852) 12 - (352) 2,790
Computers and office
machinery
7,464 1,974 (21) (2,470) 85 (54) 442 7,420
Furniture and fittings 25,248 5,180 (17) (4,724) 1,086 (57) 546 27,262
Other tangible fixed assets 1,116 87 (1) (49) 6 - (1,026) 133
Fixed assets in progress and
advances
3,905 3,106 (48) - - - (3,599) 3,364
Total 102,675 25,654 (575) (19,727) 2,815 (283) (1,509) 109,050

The investments of the period refer primarily to the enlargement of the network with the opening of shops and to the existing shops' renewal program on the basis of the concept store. This program includes expenditure on opening, renovating and in some cases relocating stores under the Group's strategy of increasing customer focus and increasing operative efficiency.

Changes in "business combinations" refer to the provisional purchase price allocation of the acquisitions performed in the period.

Other net changes were mainly due to exchange rate fluctuations during the period and to the allocation of the fixed assets in progress and advances completed in the period to the related other fixed assets lines.

8. Share capital

At 30 September 2016 the fully paid in and subscribed share capital consisted of 226,041,802 ordinary shares with a par value of €0.02.

At 31 December 2015 share capital was made up of 225,497,697 shares. The increase recorded in the period is due to the exercise of 544,105 stock options, equivalent to 0.2% of the share capital.

During the period, continued the share buy-back program started following the resolution of the Shareholders Meetings held on 21 April 2015 and 18 April 2016 when the Assembly authorized (after revoking the current shares buy-back plan due to expire in October 2016) a new plan of shares buy-back and disposal, pursuant the dispositions of articles 2357 and 2357 ter of the Italian Civil Code and of Legislative Decree n. 58 of 24 February 1998, effective for a period of 18 months starting from 18 April 2016.

The program has the purpose to increase treasury shares in order to service stock-based incentive plans and, if necessary, to 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.

In 2016 1,440,000 shares were purchased under this program at an average price of €8.337.

A total of 1,299,917 of the performance stock grant rights were exercised in the period, as a result of which the Company transferred the same number of treasury shares to the beneficiaries.

At 30 September 2016 the treasury shares held amounted to 6,403,833 or 2.83% of the Company's share capital.

Information relating to the treasury shares held purchased in 2005, 2006, 2007, 2014, 2015, 2016, as well as sold in 2016, is provided below.

N. of shares Average purchase
price (Euro)
Total amount
FV of transferred
rights (Euro)
(€ thousands)
Held at 31 December 2015 6,263,750 6.345 39,740
Purchases 1,440,000 8.337 12,005
Transfers due to exercise of Performance Stock grants (1,299,917) 4.120 (5,357)
Total at 30 September 2016 6,403,833 46,388

9. Net financial position

The Group's net financial position at 30 September 2016 was as follows:

(€ thousands) 30/09/2016 31/12/2015 Change
Liquid funds (150,226) (196,714) 46,488
Payables for business acquisitions 14,565 4,581 9,984
Other short term loans- third parties (including current
portion)
1,392 967 425
Other financial payables 20,234 13,978 6,256
Non hedge accounting derivative instruments 21 (443) 464
Short-term financial position (114,014) (177,631) 63,617
Private placement 2013-2025 116,477 119,408 (2,931)
Eurobond 2013-2018 275,000 275,000 -
Finance lease obligations 1,264 1,130 134
Other medium/long-term debt 289 70 219
Hedging derivatives (15,585) (18,516) 2,931
Medium/long-term acquisition payables 2,424 5,450 (3,026)
Net medium and long-term indebtedness 379,869 382,542 (2,673)
Net financial indebtedness 265,855 204,911 60,944

In order to reconcile the above items with the statutory statement of financial position, the breakdown of the following items is provided.

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

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

(€ thousands) 30/09/2016
Private placement 2013-2025 116,477
Eurobond 2013-2018 275,000
Finance lease obligations 1,264
Other medium/long-term debt 289
Loan, private placement 2013-2025 and Eurobond 2013-2018 fees (914)
Medium/long-term financial liabilities 392,116

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

(€ thousands) 30/09/2016
Short term debt 19,043
Current portion of finance lease obligations 1,191
Other short term financial liabilities 20,234
Other short term debt (including current portion of other long- term debt) 1,392
Loan, private placement 2013-2025 and Eurobond fees (728)
Short-term financial liabilities 20,898

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 €379,869 thousand at 30 September 2016 versus €382,542 thousand at 31 December 2015. The change of €2,673 thousand is strictly related to the reclassification to the short term of debts for acquisitions due within a year.

The short-term net financial position has registered a negative variation of €63,617 thousand from a positive value of €177,631 thousand at 31 December 2015 to an always positive value of €114,014 thousand at 30 September 2016. The change of the period is mainly explained by € 70,400 thousand related to acquisition investments utilizing the available liquidity.

10. Financial liabilities

Financial liabilities break down as follows:

(€ thousands) 30/09/2016 31/12/2015 Change
Private placement 2013-2025 116,477 119,408 (2,931)
Eurobond 2013-2018 275,000 275,000 -
Long-term financing liabilities 391,477 394,408 (2,931)
Loan, private placement 2013-2025 and Eurobond 2013-2018 fees (914) (1,456) 542
Other medium long term debt 289 70 219
Finance lease obligations 1,264 1,130 134
Total medium/long-term financial liabilities 392,116 394,152 (2,036)
Short term debt: 20,898 14,205 6,693
- of which loan, private placement 2013-2025 and Eurobond 2013-2018 fees (728) (740) 12
- of which current-portion of lease obligations 1,191 1,201 (10)
Total short-term financial liabilities 20,898 14,205 6,693
Total financial debt 413,014 408,357 4,657

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-18 275,000 299,070 4.875%
Total in Euro 275,000 299,070 4.875%

- Private placement 2013-2025

A USD 130 million private placement issued in the USA by Amplifon USA.

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 7,762 3.85% 3.39%
30-May-13 Amplifon USA 31-Jul-23 USD 8,000 9,713 4.46% 3.90%
31-Jul-13 Amplifon USA 31-Jul-20 USD 13,000 14,440 3.90% 3.42%
31-Jul-13 Amplifon USA 31-Jul-23 USD 52,000 63,317 4.51% 3.90%-3.94%
31-Jul-13 Amplifon USA 31-Jul-25 USD 50,000 63,932 4.66% 4.00%-4.05%
Total 130,000 159,164

(*)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 thousand.

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

(€ thousands)
Debtor Nominal
amount
Average
rate
Repayments Business Short Medium
Maturity 2016 Amount at Exchange as at New combinati Amount at term and LT
Repayments date /360 31/12/2015 rate effect 30/09/2016 loans ons 30/09/2016 portion portion
Eurobond EUR 275,000 4.88% 275,000 275,000 275,000
Bullet 16/7/2018 16/07/2018
Private placement
2013-2025 Amplifon USA (*) USD 7,000
Instalments at 31/1 and 31/7 31/07/2020 3.85% 6,430 (158) 6,272 6,272
from 31/1/2014
Private placement
2013-2025 Amplifon USA (*) USD 8,000 7,168 7,168
Instalments at 31/1 and 31/7 31/07/2023 4.46% 7,348 (180)
from 31/1/2014
Private placement USD 13,000
2013-2025 Amplifon USA (*) 3.90%
11,941
(293) 11,648 11,648
Instalments at 31/1 and 31/7 31/07/2020
from 31/1/2014
Private placement USD 52,000
2013-2025 Amplifon USA (*) 4.51% 47,763 (1,172) 46,591 46,591
Instalments at 31/1 and 31/7 31/07/2023
from 31/1/2014
Private placement USD 50,000
2013-2025 Amplifon USA (*) 4.66% 45,926 (1,128) 44,798 44,798
Instalments at 31/1 and 31/7 31/07/2025
from 31/1/2014
TOTAL LONG TERM DEBT 394,408 (2,931) 391,477 391,477
Other 480 43 (57) 75 153 694 405 289
TOTAL 394,888 (2,888) (57) 75 153 392,171 405 391,766

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

As highlighted in the table almost all Group's financial debt is long term, with the first significant reimbursement due in 2018.

The following table shows the maturities of medium/long-term debt at 30 September 2016 based on contractual obligations:

(€ thousands) Private placement
2013-2025 (*)
Eurobond
2013-2018
Other Total
289 289
2018 275,000 275,000
2020 15,522 15,522
2023 46,566 46,566
2025 38,804 38,804
Total 100,892 275,000 289 376,181

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

11. Non recurring significant events

The result of the period was affected by the following non recurring events:

(€ thousands) First nine
months 2016
First nine
months 2015
Operating costs Transition of the leadership of the Group - (6,792)
Other costs and revenues Advisory fees and expenses related to an acquisition process which
was not completed
(2,502) -
Other costs and revenues Restructuring costs incurred in the Netherlands - (528)
Other costs and revenues Income generated in the United States as a result of early
termination of commercial partnership
- 2,533
Other income and charges,
impairment and revaluations of
financial assets
Income due to Dilworth Hearing Ltd step up acquisition - 1,267
Interest income and charges Income generated in the United States by eliminating the
discounting of receivables entirely repaid by a partner following
early termination of the commercial partnership
- 1,429
Interest income and charges Private placement 2006-2016 advanced repayment - (4,271)
Operating result (2,502) (6,362)
Current tax
Deferred tax Fiscal impact of above mentioned items 786 2,382
Total (1,716) (3,980)

12. Earnings per share

Basic EPS

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

Earnings per share are determined as follows:

Earnings per share from operating activities First nine months
2016
First nine months
2015
Net profit (loss) pertaining to ordinary shareholders (€ thousand) 39,337 25,323
Average number of shares outstanding in the year 219,258,685 217,751,701
Average earnings per share (€ per share) 0.17941 0.11629

Diluted earnings per share

Diluted earnings per share is obtained by dividing the net income for the year pertaining to ordinary shareholders of the Parent company by the weighted-average number of shares outstanding during the year adjusted by the diluting effects of potential shares. In the calculation of shares outstanding, purchases and sales of treasury shares are considered as cancellation or issue of shares.

The 'potential ordinary share' categories refer to the possible conversion of Group employees' stock options and stock grants. The computation of the average number of outstanding potential shares is based on the average fair value of shares for the period; stock options and stock grants are excluded from the calculation since they have anti-diluting effects.

Weighted average diluted number of shares outstanding First nine months
2016
First nine months
2015
Average number of shares outstanding in the year 219,258,685 217,751,701
Weighted average of potential and diluting ordinary shares 5,912,194 7,284,305
Weighted average of shares potentially subject to options in the period 225,170,879 225,036,006

The diluted earnings per share were determined as follows:

Diluted earnings per share First nine months
2016
First nine months
2015
Net profit pertaining to ordinary shareholders (€ thousand) 39,337 25,323
Average number of shares outstanding in the period 225,170,879 225,036,006
Average diluted earnings per share (€) 0.17470 0.11270

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 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.

(€ thousands) 30/09/2016 First nine months 2016
Trade
receivables
Trade
payables
Other
receivables
Financial
liabilities
Financial
payables
Tax
payables
Revenues
from sales
and
services
Operating
costs
Interest
income
and
charges
Amplifin S.p.A. 130 1,521 (1,259)
Total - Parent Company 130 1,521 (1,259)
Comfoor BV (The Netherlands) 17 178 43 (2,304)
Comfoor GmbH (Germany) 10 (32)
Medtechnica Ortophone Shaked
Ltd (Israel)
136 5 199
Ruti Levinson Institute Ltd
(Israel)
368 339 (26)
Afik - Test Diagnosis & Hearing
Aids Ltd (Israel)
189 3 248
Total - Related parties 710 191 5 - - - 829 (2,362) -
Bardissi Import (Egypt) 65 101 (852)
Meders (Turkey) 1,419 14 (2,040) (4)
Nevo (Israel) 55
Ortophone (Israel) 6 (240)
Moti Bahar (Israel) (308)
Asher Efrati (Israel) (253)
Arigcom (Israel) (56)
Tera (Israel) 114 (39) 7
Frederico Abrahao (Brazil) 135 291 (32)
Other 30 30
Total - Other related parties 61 1,484 144 135 406 - - (3,758) (29)
Total - Related parties 901 1,675 149 135 406 1,521 829 (7,380) (29)
Total as per financial statements 113,894 105,342 45,244 392,116 20,898 127,729 803,940 (681,037) (13,203)
% of financial statement totals 0.79% 1.59% 0.33% 0.03% 1.95% 1.19% 0.10% 1.08% 0.22%

The following table details transactions with related parties.

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 trade payables and operating costs refer primarily to:

  • commercial transactions with Comfoor BV and Comfoor GmbH, joint ventures from which hearing protection devices are purchased and then distributed in Group stores;
  • commercial transactions involving the purchase of hearing aids, other products and services in Turkey and Egypt with, respectively, Meders and Bardissi Import (both companies that belong to their minority shareholders). These companies distribute hearing aids in their respective countries and the purchase conditions applied, defined in the Group's framework agreement, are in line with market conditions;
  • existing agreements with the parent company Amplifin S.p.A. for:
  • the lease of the property in Milan at Via Ripamonti No. 133, the registered office and Corporate headquarters of Amplifon S.p.A. and ancillary services including routine property maintenance, cafeteria, office cleaning, porters and security;
  • the rental of retail store space;
  • the recharge of personnel costs to the Israeli subsidiary by the minority shareholders Moti Bahar and Asher Efrati, as well as rents, administrative and commercial services by Ortophone (Israel).

The tax payables refer to the IRES (Corporate income tax) payable by Amplifon S.p.A. to the parent company as a result of the tax consolidation agreement entered into for the three year period 2014-2016.

Financial transactions refer primarily to loans granted to Group companies in Turkey, Egypt and Brazil by their respective minority shareholders and a long-term receivable payable by an affiliate in Israel.

14. Current and deferred income taxes

Tax rate for the period amounts to 40.8%. Net of losses from subsidiaries for which according to the principle of prudence deferred tax assets are not recognized and profits on which taxes are not paid because of prior tax not recorded in the financial statements due to carried forward tax losses, the tax rate would amount to 34.2% compared to 36.4% in the first nine months of 2015 determined again without taking into account the losses in those subsidiaries.

15. Translation of foreign companies' financial statements

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

30 September 2016 2015 30 September 2015
Average As at 30
September
31 December Average As at 30
September
Australian dollar 1.505 1.466 1.490 1.463 1.594
Canadian dollar 1.475 1.469 1.512 1.404 1.503
New Zealand dollar 1.613 1.537 1.592 1.576 1.757
US dollar 1.116 1.116 1.089 1.114 1.120
Hungarian florin 312.133 309.790 315.980 309.092 313.450
Swiss franc 1.094 1.088 1.084 1.062 1.092
Egyptian lira 9.604 9.907 8.520 8.524 8.765
Turkish lira 3.277 3.358 3.177 2.971 3.390
New Israeli sheqel 4.287 4.200 4.248 4.334 4.400
Brazilian real 3.956 3.621 4.312 3.526 4.481
Indian rupee 74.916 74.366 72.022 70.855 73.481
British pound 0.803 0.861 0.734 0.727 0.739
Polish zloty 4.358 4.319 4.264 4.157 4.245

16. Guarantees provided, commitments and contingent liabilities

Obligations with regard to future rent instalments amounted at the 30 September 2016 to €201,911 thousand, of which €178,016 thousand relates to the lease of stores, €12,263 thousand relates to the rent of offices, € 8,986 thousand relates to the operating leasing of cars and € 2,646 thousand relates to other operating leasing. The average lease term is equal to 3.7 years.

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 few hundreds of thousand Euros.

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

17. Subsequent events

The main events that took place after the end of the period are described below.

In October 2016 execution of the buyback program approved during the Shareholders' Meeting held on 18 April 2016 continued and between the end of the third quarter and the date of this report a total of 120,000 shares were purchased at an average price of € 9.197.

Milan, 26 October 2016

On behalf of the Board of Directors CEO Enrico Vita

Annexes

Consolidation Area

As required by §§ 38 and 39 of Law 127/91 and § 126 of Consob's resolution 11971 dated 14 May 1999, as amended by resolution 12475 dated 6 April 2000, the following is the list of companies included in the consolidation area of Amplifon S.p.A. at 30 September 2016.

Parent company:

Company name Head office Currency Share
Capital
Amplifon S.p.A. Milan (Italy) EUR 4,520,836

Subsidiaries consolidated using the line-by-line method:

Company name Head office Direct/ Indirect Currency Share % held at
ownership Capital 30/09/2016
Amplifon Groupe France SA Arcueil (France) D EUR 48,550,898 100.0%
SCI Eliot Leslie Lyon (France) I EUR 610 100.0%
Pierre Vertier Audition SAS Nice (France) I EUR 100,000 100.0%
Audiopro SAS Migennes (France) I EUR 8,000 100.0%
AJ2C SAS Montargis (France) I EUR 8,000 100.0%
Lugot Audition Sarl Alni (France) I EUR 5,000 100.0%
Amplifon Iberica SA Barcelona (Spain) D EUR 26,578,809 100.0%
Fundación Amplifon Iberica Madrid (Spain) I EUR 30,000 100.0%
Amplifon Portugal SA Lisboa (Portugal) I EUR 720,187 100.0%
Amplifon Magyarország Kft Budapest (Hungary) D HUF 3,500,000 100.0%
Amplibus Magyarország Kft Budaörs (Hungary) I HUF 3,000,000 100.0%
Amplifon AG Baar (Switzerland) D CHF 1,000,000 100.0%
Hörhilfe Walter Blättler AG Luzern (Switzerland) D CHF 100,000 100.0%
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 (Luxembourg) I EUR 50,000 100.0%
Amplifon Deutschland GmbH Hamburg (Germany) D EUR 6,026,000 100.0%
Amplifon München GmbH München (Germany) I EUR 1,245,000 100.0%
Amplifon Bayern GmbH München (Germany) I EUR 30,000 100.0%
Sanomed GmbH Hamburg (Germany) I EUR 25,000 100.0%
die Hörmeister GmbH Hamburg (Germany) I EUR 25,000 100.0%
die Hörmeister Nord GmbH Hamburg (Germany) I EUR 25,000 100.0%

Interim Report as at 30 September 2016 > Consolidated financial statements

Company name Head office Direct/ Indirect
ownership
Currency Share % held at
Capital 30/09/2016
Focus Hören AG Willroth (Germany) I EUR 485,555 99.7%
focus hören Deutschland GmbH Willroth (Germany) I EUR 25,000 99.7%
Amplifon Poland Sp.z o.o. Lodz (Poland)
Manchester (United
D PLN 3,342,640 100.0%
Amplifon UK Ltd Kingdom) D GBP 69,100,000 100.0%
Amplifon Ltd Manchester (United
Kingdom)
I GBP 1,800,000 100.0%
Ultra Finance Ltd Manchester (United
Kingdom)
I GBP 75 100.0%
Amplifon Ireland Ltd Wexford (Ireland) I EUR 1,000 100.0%
Amplifon Cell Ta' Xbiex (Malta) D EUR 1,000,125 100.0%
Makstone İşitme Ürünleri Perakende
Satış A.Ş.
Istanbul (Turkey) D TRY 300,000 51.0%
Medtechnica Ortophone Ltd (*) Tel Aviv (Israel) D ILS 1,000 60.0%
Bon Ton Hearing & Speech Ltd Sderot (Israel) I ILS 100 60.0%
Kolan Ashdod Speech & Hearing Inst.
Ltd
Ashdod (Israel) I ILS 100 60.0%
Matan Rishon Ltd Rishon LeZion (Israel) I ILS 200 60.0%
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%
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%
Miracle Ear Canada Ltd. Vancouver (Canada) I CAD 11,000,200 100.0%
Audiomedica Hearing Clinic Inc. Calgary (Canada) I CAD 0 100.0%
Hear More Canada, Inc. Burlington (Canada) I CAD 0 100.0%
Amplifon South America Holding LTDA São Paulo (Brazil) D BRL 3,636,348 100.0%
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%
ACN 119430018 Pty Ltd (on
liquidation)
Sydney (Australia) I AUD 0 100.0%
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 0 100.0%
Dilworth Hearing Ltd Auckland (New Zealand) I NZD 0 100.0%
Amplifon India Pvt Ltd New Delhi (India) I INR 750,000,000 100.0%
NHanCe Hearing Care LLP (on
liquidation) (**)
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 noncontrolling interest due to the put-call option to be exercised in 2017 and related to the purchase of the remaining 40%.

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

Companies valued using the equity method:

Company name Head office Direct/ Indirect
ownership
Currency Share
Capital
% held at
30/09/2016
Comfoor BV Doesburg (The Netherlands) I EUR 18,000 50.0%
Comfoor GmbH Emmerich am Rhein
(Germany)
I EUR 25,000 50.0%
Medtechnica Ortophone Shaked Ltd Tel Aviv (Israel) I ILS 1,001 30.0%
Ruti Levinson Institute Ltd Ramat HaSharon (Israel) I ILS 105 12.0%
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%

Declaration of the Executive Responsible for Corporate Accounting Information pursuant to Article 154-bis of Legislative Decree 58/1998 (Testo Unico della Finanza)

The undersigned Ugo Giorcelli, Chief Financial Officer of the Amplifon Group, as Executive Responsible for Corporate Financial Information hereby declares that the quarterly report at 30 September 2016 corresponds to the results documented in the books, accounting and other records of the Company.

Milan, 26 October 2016

CEO Executive Responsible for Corporate

Enrico Vita

Accounting Information

Ugo Giorcelli