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Amplifon — Interim / Quarterly Report 2019
Nov 5, 2019
4030_ir_2019-11-05_1b57da2e-74be-4c84-ac53-c4785b1105ca.pdf
Interim / Quarterly Report
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Interim Financial Report as at 30 September 2019
| PREFACE 4 |
|---|
| INTERIM MANAGEMENT REPORT AS AT 30 SEPTEMBER 2019 5 |
| CHANGES IN ACCOUNTING POLICIES 6 |
| PERIOD HIGHLIGHTS 7 |
| MAIN ECONOMIC AND FINANCIAL FIGURES 8 |
| INDICATORS 10 |
| SHAREHOLDER INFORMATION 12 |
| RECLASSIFIED CONSOLIDATED INCOME STATEMENT 14 |
| RECLASSIFIED CONSOLIDATED BALANCE SHEET 19 |
| CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT 21 |
| INCOME STATEMENT REVIEW 22 |
| BALANCE SHEET REVIEW 43 |
| ACQUISITION OF COMPANIES AND BUSINESSES 53 |
| OUTLOOK 53 |
| CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2019 54 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 55 |
| CONSOLIDATED INCOME STATEMENT 57 |
| STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME 58 |
| STATEMENT OF CHANGES IN CONSOLIDATED EQUITY (*) 59 |
| CONSOLIDATED CASH FLOW STATEMENT 61 |
| SUPPLEMENTARY INFORMATION TO STATEMENT OF CONSOLIDATED CASH FLOWS 62 |
| NOTES 63 | ||
|---|---|---|
| 1. | General Information 63 |
|
| 2. | Changes in the accounting policies64 | |
| 3. | Restatement of 2018 Balance Sheet data figures according to the temporary allocation of | |
| the GAES acquisition price 66 |
||
| 4. | Acquisitions and goodwill 68 |
|
| 5. | Intangible assets 69 |
|
| 6. | Tangible fixed assets70 | |
| 7. | Right-of-use assets71 | |
| 8. | Share capital71 | |
| 9. | Net financial position72 | |
| 10. | Financial liabilities74 | |
| 11. | Lease liabilities78 | |
| 12. | Revenues from sales and services 78 |
|
| 13. | Taxes 78 |
|
| 14. | Non-recurring significant events79 | |
| 15. | Earnings (loss) per share79 | |
| 16. | Transactions with parent companies and related parties80 | |
| 17. | Contingent liabilities81 | |
| 18. | Financial risk management81 | |
| 19. | Translation of foreign companies' financial statements 82 |
|
| 20. | Segment reporting 83 |
|
| 21. | Accounting policies88 | |
| 22. | Subsequent events91 | |
| ANNEXES 92 | ||
| Consolidation scope92 | ||
| Declaration of the Executive Responsible for Corporate Accounting Information pursuant to Article | ||
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 2018 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 2019
CHANGES IN ACCOUNTING POLICIES
New accounting standards
The Group has adopted IFRS 16 "Leases" effective 1 January 2019 which resulted in changes to the accounting policies and adjustments to the amounts recognized in the financial statements.
Based on IFRS 16, the right-of-use assets which fall under the scope of the standard must be recognized as an asset and the related payable must be recognized as a lease liability.
The comparative figures were not restated and the figures for this reporting period are also shown without applying IFRS 16. The comparative figures refer to the first nine months of 2019 before the application of IFRS 16, unless stated otherwise.
PERIOD HIGHLIGHTS
In the first nine months of 2019 Amplifon confirmed the excellent trend in revenue growth and the improvement in profitability even after the integration of GAES. The outstanding performance is attributable to above market organic growth, robust operating leverage and the extraordinary contribution of acquisitions, attributable to both the bolt-on acquisitions made mainly in France and Germany and the consolidation of GAES, which reported higher than expected results and double-digit organic growth.
The first nine months of the year closed with:
- turnover of €1,224,741 thousand, an increase of +27.2% compared to the same period of the prior year (+26.1% at constant exchange rates) with double-digit growth achieved thanks also to the contribution of GAES;
- a gross operating margin (EBITDA) of €244,238 thousand, calculated based on the new accounting standard (IFRS 16). If the new accounting standard had not been applied, recurring EBITDA would have reached €176,093 thousand, 29.3% higher than in the first nine months of 2018 and the EBITDA margin would have reached 15.9% (+0.3 p.p. against the comparison period);
- Group net profit of €61,663 thousand, based on the new accounting standard. If the new IFRS 16 had not been applied, recurring net profit would have come to €79,559 thousand, (an increase of 28.3% against the first nine months of the previous year).
Net financial debt amounted to €856,751 thousand at 30 September 2019 (compared to €840,856 thousand at 31 December 2018), after absorbing net investments in acquisitions of €53,008 thousand, as well as a dividend payment of €30,939 thousand.
Ordinary operations confirmed the excellent level of cash flow generation with free cash flow reaching €68,627 thousand (versus €50,801 thousand in the comparison period) after absorbing net capital expenditure of €60,634 thousand (€43,562 thousand in the first nine months of 2018) and non-recurring cash-outs of €9,500 thousand.
MAIN ECONOMIC AND FINANCIAL FIGURES
| (€ thousands) | First nine months 2019 | First nine months 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | % on recurring |
Recurring | Non recurring |
Total | % on recurring |
Change % on recurring |
|
| Economic figures: | |||||||||
| Revenues from sales and services |
1,224,741 | - 1,224,741 | 100.0% | 962,771 | - | 962,771 | 100.0% | 27.2% | |
| Gross operating profit (loss) (EBITDA) |
262,610 | (18,372) | 244,238 | 21.4% | 150,565 | (6,004) | 144,561 | 15.6% | 74.4% |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
152,416 | (18,736) | 133,680 | 12.4% | 114,294 | (6,004) | 108,290 | 11.9% | 33.4% |
| Operating profit (loss) (EBIT) |
124,709 | (18,736) | 105,973 | 10.2% | 98,810 | (6,004) | 92,806 | 10.3% | 26.2% |
| Profit (loss) before tax | 104,993 | (18,736) | 86,257 | 8.6% | 86,763 | (6,071) | 80,692 | 9.0% | 21.0% |
| Group net profit (loss) | 75,682 | (14,019) | 61,663 | 6.2% | 62,015 | (4,377) | 57,638 | 6.4% | 22.0% |
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) |
First nine months 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | % on recurring |
Recurring | Non recurring |
Total | % on recurring |
Change % on recurring |
|
| Economic figures: | |||||||||
| Revenues from sales and services |
1,224,741 | - 1,224,741 | 100.0% | 962,771 | - | 962,771 | 100.0% | 27.2% | |
| Gross operating profit (loss) (EBITDA) |
194,643 | (18,550) | 176,093 | 15.9% | 150,565 | (6,004) | 144,561 | 15.6% | 29.3% |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
148,852 | (18,748) | 130,104 | 12.2% | 114,294 | (6,004) | 108,290 | 11.9% | 30.2% |
| Operating profit (loss) (EBIT) |
121,144 | (18,748) | 102,396 | 9.9% | 98,810 | (6,004) | 92,806 | 10.3% | 22.6% |
| Profit (loss) before tax | 109,911 | (18,748) | 91,163 | 9.0% | 86,763 | (6,071) | 80,692 | 9.0% | 26.7% |
| Group net profit (loss) | 79,559 | (14,029) | 65,530 | 6.5% | 62,015 | (4,377) | 57,638 | 6.4% | 28.3% |
| (€ thousands) | 30/09/2019 | 31/12/2018 (**) | Change | 30/09/2019 w/o IFRS 16 (*) |
|---|---|---|---|---|
| Financial figures: | ||||
| Non-current assets | 2,267,353 | 1,778,266 | 489,087 | 1,838,521 |
| Net invested capital | 1,926,976 | 1,436,803 | 490,173 | 1,498,726 |
| Group net equity | 635,486 | 594,919 | 40,567 | 639,407 |
| Total net equity | 636,737 | 595,947 | 40,790 | 640,667 |
| Net financial indebtedness | 856,751 | 840,856 | 15,895 | 858,059 |
| Lease liabilities | 433,488 | - | 433,488 | - |
| Total lease liabilities and net financial indebtedness |
1,290,239 | 840,856 | 449,383 | 858,059 |
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
(**) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.
| (€ thousands) | First nine months 2019 | First nine months 2018 |
|---|---|---|
| Free cash flow | 68,627 | 50,801 |
| Cash flow generated from (absorbed by) business combinations | (53,008) | (72,688) |
| (Purchase) sale of other investments and securities | 3 | 397 |
| Cash flow provided by (used in) financing activities | (31,025) | (30,812) |
| Net cash flow from the period | (15,403) | (52,302) |
| Effect of discontinued operations on the net financial position | - | 22 |
| Effect of exchange rate fluctuations on the net financial position | (492) | (71) |
| Net cash flow from the period with changes for exchange rate fluctuations and discontinued operations |
(15,895) | (52,351) |
- EBITDA is the operating result before charging amortization, depreciation and impairment of both tangible and intangible fixed assets.
- EBITA is the operating result before amortization and impairment of customer lists, trademarks, non-competition agreements and other fixed assets arising from business combinations.
- EBIT is the operating result before financial income and charges and taxes.
- Free cash flow represents the cash flow of operating and investing activities before the cash flows used in acquisitions and payment of dividends and the cash flows from or used in other financing activities.
INDICATORS
| 30/09/2019 | 31/12/2018 (*) | 30/09/2018 | |
|---|---|---|---|
| Net financial indebtedness (€ thousands) | 856,751 | 840,856 | 348,616 |
| Net Equity (€ thousands) | 636,737 | 595,947 | 560,927 |
| Group Net Equity (€ thousands) | 635,486 | 594,919 | 560,719 |
| Net financial indebtedness/Net Equity | 1.35 (**) | 1.41 (***) | 0.62 |
| Net financial indebtedness/Group Net Equity | 1.35 (**) | 1.41 (***) | 0.62 |
| Net financial indebtedness/EBITDA | 2.20 (**) | 3.11 (***) | 1.52 (****) |
| EBITDA/Net financial expenses | 31.22 (**) | 20.41 (***) | 14.86 (****) |
| Earnings per share (EPS) (€) | 0.27839 | 0.45706 | 0.26264 |
| Diluted EPS (€) | 0.27309 | 0.44801 | 0.25733 |
| EPS (€) adjusted for non-recurring transactions and amortization/depreciation related to purchase price allocations to tangible and intangible assets |
0.43241 | 0.52578 | 0.33252 |
| Group Net Equity per share (€) | 2.853 | 2.696 | 2.541 |
| Period-end price (€) | 22.500 | 14.050 | 19.140 |
| Highest price in period (€) | 24.260 | 20.700 | 20.700 |
| Lowest price in period (€) | 13.610 | 12.590 | 12.590 |
| Share price/net equity per share | 7.887 | 5.211 | 7.532 |
| Market capitalization (€ millions) | 5,012.10 | 3,180.27 | 4,332.22 |
| Number of shares outstanding | 222,760,040 | 220,637,875 | 220,661,807 |
(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.
(**) Indicators re-defined together with the banks and the financial investors after the adoption of IFRS 9, 15 and 16.
(***) Indicators calculated in compliance with the previous definitions included in the syndicated loan for the GAES acquisition, before the adoption of IFRS 9, 15 and 16.
(****) Indicators determined in compliance with the definitions as at 30 September 2018 before the adoption of IFRS 16.
- Net financial indebtedness/net equity is the ratio of net financial indebtedness to total net equity.
- Net financial indebtedness/Group net equity is the ratio of the net financial indebtedness to the Group's net equity.
- Net financial indebtedness/EBITDA is the ratio of net financial indebtedness to EBITDA for the last four quarters (determined with reference to recurring operations only, based on pro forma figures in case of significant changes to the structure of the Group).
- EBITDA/net financial expenses ratio is the ratio of EBITDA for the last four quarters (determined with reference to recurring operations only, based on restated figures in case of significant changes to the structure of the Group) to net interest payable and receivable of the same last four quarters.
- Earnings per share (EPS) (€) is the net profit for the period attributable to the parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period, considering purchases and sales of treasury shares as cancellations or issues of shares, respectively.
- Diluted earnings per share (EPS) (€) is the net profit for the period attributable to the parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period adjusted for the dilution effect of potential shares. In the
calculation of outstanding shares, purchases and sales of treasury shares are considered as cancellations and issues of shares, respectively.
- Earnings per share (EPS) adjusted for non-recurring transactions and amortization/depreciation related to purchase price allocations to tangible and intangible assets (€) is the profit for the year from recurring operations attributable to the parent's ordinary shareholders divided by the weighted average number of outstanding shares in the period adjusted to reflect the amortization of purchase price allocations. When calculating the number of outstanding shares, the purchases and sales of treasury shares are considered cancellations and share issues, respectively.
- Net Equity per share (€) is the ratio of Group equity to the number of outstanding shares.
- 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 capitalization is the closing price on the last stock exchange trading day of the period multiplied by the number of outstanding shares.
- The number of shares outstanding is the number of shares issued less treasury shares.
SHAREHOLDER INFORMATION
Main Shareholders
The main Shareholders of Amplifon S.p.A. as at 30 September 2019 are:
AMPLITER S.r.l. Treasury shares Market
| Shareholder | No. of ordinary shares |
% held | % of the total share capital in voting rights |
|---|---|---|---|
| Ampliter S.r.l. | 101,715,003 | 44.9% | 61.9% |
| Treasury shares | 3,628,580 | 1.6% | 1.1% |
| Market | 121,045,037 | 53.5% | 37.0% |
| Total | 226,388,620 (*) | 100.0% | 100.0% |
(*) Number of shares related to the share capital registered with the Company registrar on 30 September 2019.
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 Ampliter S.r.l. or other indirect parents.
The shares of the parent 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 since 27 December 2018.
The chart shows the performance of the Amplifon share price and its trading volumes from 2 January 2019 to 11 October 2019.
As at 30 September 2019 market capitalization was € 5,012.10 million.
Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 2 January 2019 – 30 September 2019, showed:
- average daily value: € 14,073,462.01;
- average daily volume: 735,635 shares;
- total volume traded of 139,770,744 shares, or 62.7% of the total number of shares comprising the share capital, net of treasury shares.
RECLASSIFIED CONSOLIDATED INCOME STATEMENT
| (€ thousands) | First nine months 2019 | First nine months 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (*) |
Total | % on recurring |
Recurring | Non recurring (*) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
1,224,741 | - | 1,224,741 | 100.0% | 962,771 | - | 962,771 | 100.0% | 27.2% |
| Operating costs | (963,216) | (18,372) | (981,588) | -78.6% | (814,850) | (262) | (815,112) | -84.6% | -18.2% |
| Other costs and revenues | 1,085 | - | 1,085 | 0.1% | 2,644 | (5,742) | (3,098) | 0.3% | -59.0% |
| Gross operating profit (EBITDA) |
262,610 | (18,372) | 244,238 | 21.4% | 150,565 | (6,004) | 144,561 | 15.6% | 74.4% |
| Depreciation and write downs of non-current assets |
(45,424) | (198) | (45,622) | -3.7% | (36,271) | - | (36,271) | -3.8% | -25.2% |
| Right-of-use depreciation | (64,770) | (166) | (64,936) | -5.3% | - | - | - | 0.0% | - |
| Operating result before the amortization and impairment of PPA related assets (EBITA) |
152,416 | (18,736) | 133,680 | 12.4% | 114,294 | (6,004) | 108,290 | 11.9% | 33.4% |
| PPA related depreciation and impairment |
(27,707) | - | (27,707) | -2.3% | (15,484) | - | (15,484) | -1.6% | -78.9% |
| Operating profit (EBIT) | 124,709 | (18,736) | 105,973 | 10.2% | 98,810 | (6,004) | 92,806 | 10.3% | 26.2% |
| Income, expenses, revaluation and adjustments of financial assets |
220 | - | 220 | 0.0% | 253 | - | 253 | 0.0% | -13.0% |
| Net financial expenses | (19,699) | - | (19,699) | -1.6% | (11,689) | (67) | (11,756) | -1.2% | -68.5% |
| Exchange differences and non-hedge accounting instruments |
(237) | - | (237) | 0.0% | (611) | - | (611) | -0.1% | 61.2% |
| Profit (loss) before tax | 104,993 | (18,736) | 86,257 | 8.6% | 86,763 | (6,071) | 80,692 | 9.0% | 21.0% |
| Tax | (29,281) | 4,717 | (24,564) | -2.4% | (24,838) | 1,694 | (23,144) | -2.6% | -17.9% |
| Net profit (loss) | 75,712 | (14,019) | 61,693 | 6.2% | 61,925 | (4,377) | 57,548 | 6.4% | 22.3% |
| Profit (loss) of minority interests |
30 | - | 30 | 0.0% | (90) | - | (90) | 0.0% | 133.3% |
| Net profit (loss) attributable to the Group |
75,682 | (14,019) | 61,663 | 6.2% | 62,015 | (4,377) | 57,638 | 6.4% | 22.0% |
(*) See table at page 18 for details of non-recurring transactions.
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) | First nine months 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (**) |
Total | % on recurring |
Recurring | Non recurring (**) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
1,224,741 | - | 1,224,741 | 100.0% | 962,771 | - | 962,771 | 100.0% | 27.2% |
| Operating costs | (1,031,170) | (18,550) | (1,049,720) | -84.2% | (814,850) | (262) | (815,112) | -84.6% | -26.5% |
| Other costs and revenues | 1,072 | - | 1,072 | 0.1% | 2,644 | (5,742) | (3,098) | 0.3% | -59.5% |
| Gross operating profit (EBITDA) |
194,643 | (18,550) | 176,093 | 15.9% | 150,565 | (6,004) | 144,561 | 15.6% | 29.3% |
| Depreciation and write downs of non-current assets |
(45,791) | (198) | (45,989) | -3.7% | (36,271) | - | (36,271) | -3.8% | -26.2% |
| Operating result before the amortization and impairment of PPA related assets (EBITA) |
148,852 | (18,748) | 130,104 | 12.2% | 114,294 | (6,004) | 108,290 | 11.9% | 30.2% |
| PPA related depreciation and impairment |
(27,708) | - | (27,708) | -2.3% | (15,484) | - | (15,484) | -1.6% | -78.9% |
| Operating profit (EBIT) | 121,144 | (18,748) | 102,396 | 9.9% | 98,810 | (6,004) | 92,806 | 10.3% | 22.6% |
| Income, expenses, revaluation and adjustments of financial assets |
220 | - | 220 | 0.0% | 253 | - | 253 | 0.0% | -13.0% |
| Net financial expenses | (11,217) | - | (11,217) | -0.9% | (11,689) | (67) | (11,756) | -1.2% | 4.0% |
| Exchange differences and non-hedge accounting instruments |
(236) | - | (236) | 0.0% | (611) | - | (611) | -0.1% | 61.4% |
| Profit (loss) before tax | 109,911 | (18,748) | 91,163 | 9.0% | 86,763 | (6,071) | 80,692 | 9.0% | 26.7% |
| Tax | (30,295) | 4,719 | (25,576) | -2.5% | (24,838) | 1,694 | (23,144) | -2.6% | -22.0% |
| Net profit (loss) | 79,616 | (14,029) | 65,587 | 6.5% | 61,925 | (4,377) | 57,548 | 6.4% | 28.6% |
| Profit (loss) of minority interests |
57 | - | 57 | 0.0% | (90) | - | (90) | 0.0% | 163.3% |
| Net profit (loss) attributable to the Group |
79,559 | (14,029) | 65,530 | 6.5% | 62,015 | (4,377) | 57,638 | 6.4% | 28.3% |
(*) For the sake of comparison, 2019 data are shown without the application of IFRS 16.
(**) See table at page 18 for details of non-recurring transactions.
Interim Financial Report as at 30 September 2019 > Interim Management Report
| (€ thousands) | Third quarter 2019 | Third quarter 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (*) |
Total | % on recurring |
Recurring | Non recurring (*) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
392,705 | - | 392,705 | 100.0% | 303,167 | - | 303,167 | 100.0% | 29.5% |
| Operating costs | (316,922) | (12,567) | (329,489) | -80.7% | (263,785) | (262) | (264,047) | -87.0% | -20.1% |
| Other costs and revenues | 262 | - | 262 | 0.1% | 1,234 | (5,742) | (4,508) | 0.4% | -78.8% |
| Gross operating profit (EBITDA) |
76,045 | (12,567) | 63,478 | 19.4% | 40,616 | (6,004) | 34,612 | 13.4% | 87.2% |
| Depreciation and write downs of non-current assets |
(15,595) | (133) | (15,728) | -4.0% | (12,579) | - | (12,579) | -4.1% | -24.0% |
| Right-of-use depreciation | (21,995) | (166) | (22,161) | -5.6% | - | - | - | 0.0% | - |
| Operating result before the amortization and impairment of PPA related assets (EBITA) |
38,455 | (12,866) | 25,589 | 9.8% | 28,037 | (6,004) | 22,033 | 9.2% | 37.2% |
| PPA related depreciation and impairment |
(9,118) | - | (9,118) | -2.3% | (5,284) | - | (5,284) | -1.7% | -72.6% |
| Operating profit (EBIT) | 29,337 | (12,866) | 16,471 | 7.5% | 22,753 | (6,004) | 16,749 | 7.5% | 28.9% |
| Income, expenses, revaluation and adjustments of financial assets |
27 | - | 27 | 0.0% | 95 | - | 95 | 0.0% | -71.6% |
| Net financial expenses | (6,579) | - | (6,579) | -1.7% | (2,188) | (67) | (2,255) | -0.7% | -200.7% |
| Exchange differences and non-hedge accounting instruments |
(349) | - | (349) | -0.1% | (157) | - | (157) | -0.1% | -122.3% |
| Profit (loss) before tax | 22,436 | (12,866) | 9,570 | 5.7% | 20,503 | (6,071) | 14,432 | 6.8% | 9.4% |
| Tax | (6,081) | 3,718 | (2,363) | -1.5% | (5,565) | 1,694 | (3,871) | -1.8% | -9.3% |
| Net profit (loss) | 16,355 | (9,148) | 7,207 | 4.2% | 14,938 | (4,377) | 10,561 | 4.9% | 9.5% |
| Profit (loss) of minority interests |
35 | - | 35 | 0.0% | (38) | - | (38) | 0.0% | 192.1% |
| Net profit (loss) attributable to the Group |
16,320 | (9,148) | 7,172 | 4.2% | 14,976 | (4,377) | 10,599 | 4.9% | 9.0% |
(*) See table at page 18 for details of non-recurring transactions.
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) | Third quarter 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (**) |
Total | % on recurring |
Recurring | Non recurring (**) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
392,705 | - | 392,705 | 100.0% | 303,167 | - | 303,167 | 100.0% | 29.5% |
| Operating costs | (339,501) | (12,745) | (352,246) | -86.5% | (263,785) | (262) | (264,047) | -87.0% | -28.7% |
| Other costs and revenues | 243 | - | 243 | 0.1% | 1,234 | (5,742) | (4,508) | 0.4% | -80.3% |
| Gross operating profit (EBITDA) |
53,447 | (12,745) | 40,702 | 13.6% | 40,616 | (6,004) | 34,612 | 13.4% | 31.6% |
| Depreciation and write downs of non-current assets |
(15,962) | (133) | (16,095) | -4.1% | (12,579) | - | (12,579) | -4.1% | -26.9% |
| Operating result before the amortization and impairment of PPA related assets (EBITA) |
37,485 | (12,878) | 24,607 | 9.5% | 28,037 | (6,004) | 22,033 | 9.2% | 33.7% |
| PPA related depreciation and impairment |
(9,119) | - | (9,119) | -2.3% | (5,284) | - | (5,284) | -1.7% | -72.6% |
| Operating profit (EBIT) | 28,366 | (12,878) | 15,488 | 7.2% | 22,753 | (6,004) | 16,749 | 7.5% | 24.7% |
| Income, expenses, revaluation and adjustments of financial assets |
27 | - | 27 | 0.0% | 95 | - | 95 | 0.0% | -71.6% |
| Net financial expenses | (3,774) | - | (3,774) | -1.0% | (2,188) | (67) | (2,255) | -0.7% | -72.5% |
| Exchange differences and non-hedge accounting instruments |
(348) | - | (348) | -0.1% | (157) | - | (157) | -0.1% | -121.7% |
| Profit (loss) before tax | 24,271 | (12,878) | 11,393 | 6.2% | 20,503 | (6,071) | 14,432 | 6.8% | 18.4% |
| Tax | (6,560) | 3,720 | (2,840) | -1.7% | (5,565) | 1,694 | (3,871) | -1.8% | -17.9% |
| Net profit (loss) | 17,711 | (9,158) | 8,553 | 4.5% | 14,938 | (4,377) | 10,561 | 4.9% | 18.6% |
| Profit (loss) of minority interests |
43 | - | 43 | 0.0% | (38) | - | (38) | 0.0% | 213.2% |
| Net profit (loss) attributable to the Group |
17,668 | (9,158) | 8,510 | 4.5% | 14,976 | (4,377) | 10,599 | 4.9% | 18.0% |
(*) For the sake of comparison, 2019 data are shown without the application of IFRS 16.
(**) See table at page 18 for details of non-recurring transactions.
The details of the non-recurring transactions included in the previous tables are shown below:
| First nine months 2019 |
First nine months 2019 |
First nine months |
|
|---|---|---|---|
| (€ thousands) | w/o IFRS 16 | 2018 | |
| GAES acquisition and integration costs | (18,372) | (18,550) | (6,004) |
| Impact of the non-recurring items on EBITDA | (18,372) | (18,550) | (6,004) |
| Depreciation and impairment of GAES intangible assets | (364) | (198) | - |
| Impact of the non-recurring items on EBIT | (18,736) | (18,748) | (6,004) |
| Financial expenses related to the financing of GAES acquisition | - | - | (67) |
| Impact of the non-recurring items on profit before tax | (18,736) | (18,748) | (6,071) |
| Impact of the above items on the tax burden for the period | 4,717 | 4,719 | 1,694 |
| Impact of the non-recurring items on net profit | (14,019) | (14,029) | (4,377) |
| (€ thousands) | Third quarter 2019 |
Third quarter 2019 w/o IFRS 16 |
Third quarter 2018 |
|---|---|---|---|
| GAES acquisition and integration costs | (12,567) | (12,745) | (6,004) |
| Impact of the non-recurring items on EBITDA | (12,567) | (12,745) | (6,004) |
| Depreciation and impairment of GAES intangible assets | (299) | (133) | - |
| Impact of the non-recurring items on EBIT | (12,866) | (12,878) | (6,004) |
| Financial expenses related to the financing of GAES acquisition | - | - | (67) |
| Impact of the non-recurring items on profit before tax | (12,866) | (12,878) | (6,071) |
| Impact of the above items on the tax burden for the period | 3,718 | 3,720 | 1,694 |
| Impact of the non-recurring items on net profit | (9,148) | (9,158) | (4,377) |
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) | 30/09/2019 | 31/12/2018 (*) | Change | 30/09/2019 w/o IFRS 16 (**) |
|---|---|---|---|---|
| Goodwill | 1,205,795 | 1,161,598 | 44,197 | 1,205,795 |
| Customer lists, non-compete agreements, trademarks and location rights |
274,210 | 279,406 | (5,196) | 274,210 |
| Software charges, licenses, other int.ass., wip and advances | 87,859 | 79,996 | 7,863 | 87,859 |
| Tangible assets | 195,469 | 188,968 | 6,501 | 196,205 |
| Right-of-use assets | 429,760 | - | 429,760 | - |
| Fixed financial assets (1) | 43,403 | 41,546 | 1,857 | 43,161 |
| Other non-current financial assets (1) | 30,857 | 26,752 | 4,105 | 31,291 |
| Total fixed assets | 2,267,353 | 1,778,266 | 489,087 | 1,838,521 |
| Inventories | 71,956 | 61,713 | 10,243 | 71,956 |
| Trade receivables | 181,569 | 169,454 | 12,115 | 181,569 |
| Other receivables | 88,242 | 77,292 | 10,950 | 90,521 |
| Current assets (A) | 341,767 | 308,459 | 33,308 | 344,046 |
| Total assets | 2,609,120 | 2,086,725 | 522,395 | 2,182,567 |
| Trade payables | (167,558) | (173,100) | 5,542 | (168,046) |
| Other payables (2) | (253,579) | (244,986) | (8,593) | (253,659) |
| Provisions for risks (current portion) | (17,101) | (4,916) | (12,185) | (17,222) |
| Short term liabilities (B) | (438,238) | (423,002) | (15,236) | (438,927) |
| Working capital (A) – (B) | (96,471) | (114,543) | 18,072 | (94,881) |
| Derivative instruments (3) | (12,394) | (10,876) | (1,518) | (12,394) |
| Deferred tax assets | 82,530 | 75,204 | 7,326 | 81,522 |
| Deferred tax liabilities | (100,211) | (98,932) | (1,279) | (100,211) |
| Provisions for risks (non-current portion) | (51,166) | (49,619) | (1,547) | (51,166) |
| Employee benefits (non-current portion) | (23,626) | (20,290) | (3,336) | (23,626) |
| Loan fees (4) | 1,853 | 3,795 | (1,942) | 1,853 |
| Other long-term payables | (140,892) | (126,202) | (14,690) | (140,892) |
| NET INVESTED CAPITAL | 1,926,976 | 1,436,803 | 490,173 | 1,498,726 |
| Shareholders' equity | 635,486 | 594,919 | 40,567 | 639,407 |
| Third parties' equity | 1,251 | 1,028 | 223 | 1,260 |
| Net equity | 636,737 | 595,947 | 40,790 | 640,667 |
| Long-term net financial debt (4) | 803,687 | 877,688 | (74,001) | 801,433 |
| Short-term net financial debt (4) | 53,064 | (36,832) | 89,896 | 56,626 |
| Total net financial debt | 856,751 | 840,856 | 15,895 | 858,059 |
| Lease liabilities | 433,488 | - | 433,488 | - |
| Total lease liabilities & net financial debt | 1,290,239 | 840,856 | 449,383 | 858,059 |
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL DEBT | 1,926,976 | 1,436,803 | 490,173 | 1,498,726 |
(*) 2018 Balance Sheet has been revised for the provisional allocation of the GAES acquisition price.
(**) For the sake of comparison, 2019 data are shown without the application of IFRS 16.
Notes for reconciling the condensed balance sheet with the statutory balance sheet:
- (1) "Financial fixed assets" and "Other non-current financial assets" include equity interests valued by using the net equity method, financial assets at fair value through profit and loss and other non-current assets;
- (2) "Other payables" includes other liabilities, accrued liabilities and deferred income, current portion of liabilities for employees' benefits and tax liabilities;
- (3) "Derivatives" includes cash flow hedging instruments not included in the item "Net medium and long-term financial indebtedness";
- (4) The item "loan fees" is presented in the balance sheet as a direct reduction of the short-term and medium/longterm components of the items "financial payables" and "financial liabilities" for the short-term and long-term portions, respectively.
CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT
The condensed consolidated cash flow statement is a summarized version of the reclassified statement of cash flows set out in the following pages and its purpose is, starting from the EBIT, to detail the cash flows from or used in operating, investing and financing activities.
| (€ thousands) | First nine months 2019 | First nine months 2018 |
|---|---|---|
| EBIT | 105,973 | 92,806 |
| Amortization, depreciation and write-downs | 138,265 | 51,755 |
| Provisions, other non-monetary items and gain/losses from disposals | 27,515 | 12,734 |
| Net financial expenses | (17,374) | (11,687) |
| Taxes paid | (29,833) | (27,423) |
| Changes in net working capital | (37,537) | (25,154) |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities |
187,009 | 93,031 |
| Repayment of lease liabilities | (59,647) | - |
| Cash flow provided by (used in) operating activities (A) | 127,362 | 93,031 |
| Cash flow provided by (used in) operating investing activities (B) | (58,735) | (42,230) |
| Free Cash Flow (A) + (B) | 68,627 | 50,801 |
| Net cash flow provided by (used in) acquisitions (C) | (53,008) | (72,688) |
| (Purchase) sale of other investment and securities (D) | 3 | 397 |
| Cash flow provided by (used in) investing activities (B+C+D) | (111,740) | (114,521) |
| Cash flow provided by (used in) operating activities and investing activities | 15,622 | (21,490) |
| Dividends | (30,939) | (24,079) |
| Fees paid on medium/long-term financing | - | (146) |
| Treasury shares | - | (7,833) |
| Capital increases, third parties' contributions and dividends paid by subsidiaries to third parties |
(53) | 26 |
| Hedging instruments and other changes in non-current assets | (33) | 1,220 |
| Net cash flow from the period | (15,403) | (52,302) |
| Net financial indebtedness as of period opening date | (840,856) | (296,265) |
| Effect of discontinued operation on financial position | - | 22 |
| Effect of exchange rate fluctuations on financial position | (492) | (71) |
| Change in net financial position | (15,403) | (52,302) |
| Net financial indebtedness as of period closing date | (856,751) | (348,616) |
The impact of non-recurring transactions on free cash flow in the period is shown in the following table.
| (€ thousands) | First nine months 2019 | First nine months 2018 |
|---|---|---|
| Free cash flow | 68,627 | 50,801 |
| Free cash flow generated by non-recurring transactions (see page 53 for details) | (9,500) | (206) |
| Free cash flow generated by recurring transactions | 78,127 | 51,007 |
INCOME STATEMENT REVIEW
Consolidated income statement by segment and geographic area (*)
| (€ thousands) | First nine months 2019 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |
| Revenues from sales and services | 877,827 | 203,382 | 140,218 | 3,314 | 1,224,741 |
| Operating costs | (691,449) | (159,105) | (98,446) | (32,588) | (981,588) |
| Other costs and revenues | 668 | 476 | (118) | 59 | 1,085 |
| Gross operating profit (loss) (EBITDA) | 187,046 | 44,753 | 41,654 | (29,215) | 244,238 |
| Depreciation and write-downs of non-current assets |
(28,769) | (4,039) | (6,299) | (6,515) | (45,622) |
| Right-of-use depreciation | (54,944) | (2,795) | (7,197) | - | (64,936) |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
103,333 | 37,919 | 28,158 | (35,730) | 133,680 |
| PPA related depreciation and amortization | (22,334) | (881) | (4,366) | (126) | (27,707) |
| Operating profit (loss) (EBIT) | 80,999 | 37,038 | 23,792 | (35,856) | 105,973 |
| Income, expenses, revaluation and adjustments of financial assets |
220 | ||||
| Net financial expenses | (19,699) | ||||
| Exchange differences and non-hedge accounting instruments |
(237) | ||||
| Profit (loss) before tax | 86,257 | ||||
| Tax | (24,564) | ||||
| Net profit (loss) | 61,693 | ||||
| Profit (loss) of minority interests | 30 | ||||
| Net profit (loss) attributable to the Group | 61,663 |
| (€ thousands) | First nine months 2019 – Only recurring operations | ||||||
|---|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |||
| Revenues from sales and services | 877,827 | 203,382 | 140,218 | 3,314 | 1,224,741 | ||
| Gross operating profit (loss) (EBITDA) | 205,394 | 44,777 | 41,654 | (29,215) | 262,610 | ||
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
122,045 | 37,943 | 28,158 | (35,730) | 152,416 | ||
| Operating profit (loss) (EBIT) | 99,711 | 37,062 | 23,792 | (35,856) | 124,709 | ||
| Profit (loss) before tax | 104,993 | ||||||
| Net profit (loss) attributable to the Group | 75,682 |
(*) For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.
| (€ thousands) | First nine months 2018 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |
| Revenues from sales and services | 661,423 | 168,023 | 131,585 | 1,740 | 962,771 |
| Operating costs | (554,681) | (135,914) | (96,927) | (27,590) | (815,112) |
| Other costs and revenues | 2,134 | 168 | 285 | (5,685) | (3,098) |
| Gross operating profit (loss) (EBITDA) | 108,876 | 32,277 | 34,943 | (31,535) | 144,561 |
| Depreciation and write-downs of non current assets |
(23,169) | (3,340) | (5,883) | (3,879) | (36,271) |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
85,707 | 28,937 | 29,060 | (35,414) | 108,290 |
| PPA related depreciation and amortization | (10,676) | (504) | (4,208) | (96) | (15,484) |
| Operating profit (loss) (EBIT) | 75,031 | 28,433 | 24,852 | (35,510) | 92,806 |
| Income, expenses, revaluation and adjustments of financial assets |
253 | ||||
| Net financial expenses | (11,756) | ||||
| Exchange differences and non-hedge accounting instruments |
(611) | ||||
| Profit (loss) before tax | 80,692 | ||||
| Tax | (23,144) | ||||
| Net profit (loss) | 57,548 | ||||
| Profit (loss) of minority interests | (90) | ||||
| Net profit (loss) attributable to the Group | 57,638 |
| (€ thousands) | First nine months 2018 – Only recurring operations | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |
| Revenues from sales and services | 661,423 | 168,023 | 131,585 | 1,740 | 962,771 |
| Gross operating profit (loss) (EBITDA) | 108,876 | 32,277 | 34,943 | (25,531) | 150,565 |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
85,707 | 28,937 | 29,060 | (29,410) | 114,294 |
| Operating profit (loss) (EBIT) | 75,031 | 28,433 | 24,852 | (29,506) | 98,810 |
| Profit (loss) before tax | 86,763 | ||||
| Net profit (loss) attributable to the Group | 62,015 |
| (€ thousands) | Third quarter 2019 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |
| Revenues from sales and services | 270,699 | 71,498 | 49,181 | 1,327 | 392,705 |
| Operating costs | (225,281) | (55,971) | (34,717) | (13,520) | (329,489) |
| Other costs and revenues | 137 | 110 | (79) | 94 | 262 |
| Gross operating profit (loss) (EBITDA) | 45,555 | 15,637 | 14,385 | (12,099) | 63,478 |
| Depreciation and write-downs of non-current assets |
(9,559) | (1,418) | (2,337) | (2,414) | (15,728) |
| Right-of-use depreciation | (18,777) | (903) | (2,481) | - | (22,161) |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
17,219 | 13,316 | 9,567 | (14,513) | 25,589 |
| PPA related depreciation and amortization | (7,389) | (289) | (1,440) | - | (9,118) |
| Operating profit (loss) (EBIT) | 9,830 | 13,027 | 8,127 | (14,513) | 16,471 |
| Income, expenses, revaluation and adjustments of financial assets |
27 | ||||
| Net financial expenses | (6,579) | ||||
| Exchange differences and non-hedge accounting instruments |
(349) | ||||
| Profit (loss) before tax | 9,570 | ||||
| Tax | (2,363) | ||||
| Net profit (loss) | 7,207 | ||||
| Profit (loss) of minority interests | 35 | ||||
| Net profit (loss) attributable to the Group | 7,172 |
| (€ thousands) | Third quarter 2019 – Only recurring operations | ||||||
|---|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |||
| Revenues from sales and services | 270,699 | 71,498 | 49,181 | 1,327 | 392,705 | ||
| Gross operating profit (loss) (EBITDA) | 58,122 | 15,637 | 14,385 | (12,099) | 76,045 | ||
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
30,085 | 13,316 | 9,567 | (14,513) | 38,455 | ||
| Operating profit (loss) (EBIT) | 22,696 | 13,027 | 8,127 | (14,513) | 29,337 | ||
| Profit (loss) before tax | 22,436 | ||||||
| Net profit (loss) attributable to the Group | 16,320 |
(*) For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.
| (€ thousands) | Third quarter 2018 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | ||
| Revenues from sales and services | 198,462 | 58,684 | 45,467 | 554 | 303,167 | |
| Operating costs | (172,783) | (47,433) | (34,085) | (9,746) | (264,047) | |
| Other costs and revenues | 1,211 | 181 | (76) | (5,824) | (4,508) | |
| Gross operating profit (loss) (EBITDA) | 26,890 | 11,432 | 11,306 | (15,016) | 34,612 | |
| Depreciation and write-downs of non current assets |
(7,936) | (1,141) | (2,141) | (1,361) | (12,579) | |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
18,954 | 10,291 | 9,165 | (16,377) | 22,033 | |
| PPA related depreciation and amortization | (3,659) | (175) | (1,386) | (64) | (5,284) | |
| Operating profit (loss) (EBIT) | 15,295 | 10,116 | 7,779 | (16,441) | 16,749 | |
| Income, expenses, revaluation and adjustments of financial assets |
95 | |||||
| Net financial expenses | (2,255) | |||||
| Exchange differences and non-hedge accounting instruments |
(157) | |||||
| Profit (loss) before tax | 14,432 | |||||
| Tax | (3,871) | |||||
| Net profit (loss) | 10,561 | |||||
| Profit (loss) of minority interests | (38) | |||||
| Net profit (loss) attributable to the Group | 10,599 |
| (€ thousands) | Third quarter 2018 – Only recurring operations | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | ||
| Revenues from sales and services | 198,462 | 58,684 | 45,467 | 554 | 303,167 | |
| Gross operating profit (loss) (EBITDA) | 26,890 | 11,432 | 11,306 | (9,012) | 40,616 | |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
18,954 | 10,291 | 9,165 | (10,373) | 28,037 | |
| Operating profit (loss) (EBIT) | 15,295 | 10,116 | 7,779 | (10,437) | 22,753 | |
| Profit (loss) before tax | 20,503 | |||||
| Net profit (loss) attributable to the Group | 14,976 |
Revenues from sales and services
| (€ thousands) | First nine months 2019 |
First nine months 2018 |
Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services |
1,224,741 | 962,771 | 261,970 | 27.2% |
| (€ thousands) | Third quarter 2019 | Third quarter 2018 | Change | Change % |
| Revenues from sales and services |
392,705 | 303,167 | 89,538 | 29.5% |
Consolidated revenues from sales and services amounted to €1,224,741 thousand in the first nine months of 2019, an increase of €261,970 thousand (+27.2%) against the comparison period thanks to the solid performances reported in all the geographic areas in which the Group operates. This result reflects the significant contribution of acquisitions (particularly GAES, consolidated beginning 1 January 2019) of €191,375 thousand (+19.9%), net of the disposal of Direito de Ouvir Amplifon Brasil SA finalized at the beginning of second quarter 2018, and the above market organic growth which, including the contribution of the newly opened stores, amounted to €59,756 thousand (+6.2%). The foreign exchange differences had a positive impact of €10,839 thousand (+1.1%) driven primarily by the strengthening of the USD against the Euro.
In the third quarter alone, consolidated revenues from sales and services amounted to €392,705 thousand, an increase of €89,538 thousand (+29.5%) against the comparison period, driven by the significant contribution of acquisitions (particularly GAES) of €58,144 thousand (+19.2%) and strong organic growth which, including the contribution of the newly opened stores, accelerated against the first six months coming in at €28,023 thousand (+9.2%). The foreign exchange differences had a positive impact of €3,371 thousand (+1.0%)
| (€ thousands) | First nine months 2019 |
% on Total | First nine months 2018 |
% on Total |
Change | Change % | Exchange diff. | Change % in local currency |
|---|---|---|---|---|---|---|---|---|
| EMEA | 877,827 | 71.7% | 661,423 | 68.7% | 216,404 | 32.7% | 1,789 | 32.4% |
| Americas | 203,382 | 16.6% | 168,023 | 17.5% | 35,359 | 21.0% | 10,273 | 14.9% |
| Asia Pacific | 140,218 | 11.4% | 131,585 | 13.7% | 8,633 | 6.6% | (1,223) | 7.5% |
| Corporate | 3,314 | 0.3% | 1,740 | 0.1% | 1,574 | 90.5% | - | 90.5% |
| Total | 1,224,741 | 100.0% | 962,771 | 100.0% | 261,970 | 27.2% | 10,839 | 26.1% |
The following table shows the breakdown of revenues from sales and services by segment.
| Period (€ thousands) | 2019 | 2018 | Change | Change % |
|---|---|---|---|---|
| I quarter | 283,763 | 215,729 | 68,034 | 31.5% |
| II quarter | 323,365 | 247,232 | 76,133 | 30.8% |
| I half | 607,128 | 462,961 | 144,167 | 31.1% |
| III quarter | 270,699 | 198,462 | 72,237 | 36.4% |
| First nine months | 877,827 | 661,423 | 216,404 | 32.7% |
Europe, Middle-East and Africa
Revenues from sales and services amounted to €877,827 thousand in the first nine months of 2019, an increase of €216,404 thousand (+32.7%) with respect to the comparison period explained for €48,025 thousand (+7.3%) by organic growth, including the contribution of the newly opened stores, and for €166,590 thousand (+25.1%) by acquisitions, including GAES consolidated as of 1 January 2019, while the foreign exchange differences had a positive impact of €1,789 thousand (+0.3%).
An outstanding performance was recorded in Italy, thanks to the Amplifon brand products and the successful new marketing campaign. In Spain both GAES and the Amplifon business reported excellent double-digit organic growth, above expectations. The excellent trend in revenues, driven by strong organic growth and acquisitions, continued in France and Germany. The successful launch continued of the Amplifon brand products which today are present in four core European markets: Italy, Germany, the Netherlands and France.
In the third quarter alone, consolidated revenues from sales and services amounted to €270,699 thousand, an increase of €72,237 thousand or +36.4% against the comparison period, driven by the significant contribution of acquisitions (particularly GAES) of €48,824 thousand (+24.6%) and organic growth which, including the contribution of the newly opened stores, accelerated during the third quarter posting an increase of €22,548 thousand (+11.4%). The foreign exchange differences had a positive impact of €865 thousand (+0.4%).
Americas
| Period (€ thousands) | 2019 | 2018 | Change | Change % |
|---|---|---|---|---|
| I quarter | 63,102 | 51,800 | 11,302 | 21.8% |
| II quarter | 68,782 | 57,539 | 11,243 | 19.5% |
| I half | 131,884 | 109,339 | 22,545 | 20.6% |
| III quarter | 71,498 | 58,684 | 12,814 | 21.8% |
| First nine months | 203,382 | 168,023 | 35,359 | 21.0% |
Revenues from sales and services amounted to €203,382 thousand in the first nine months of 2019, an increase of €35,359 thousand (+21.0%) against the comparison period explained for €4,930 thousand (+2.9%) by organic growth, including the contribution of the newly opened stores, and for €20,156 thousand (+12.0%) by acquisitions which was driven by the consolidation of GAES's Latin American companies as of 1 January 2019, net of the Direito de Ouvir Amplifon Brasil SA disposal made at the beginning of second quarter 2018. The foreign exchange differences had a positive impact of €10,273 thousand (+6.1%).
The Americas reported a strong increase in local currency of 14.9% thanks to solid organic growth, that accelerated in the third quarter, driven by Miracle-Ear and Amplifon Hearing Healthcare which more than offset the weak performance of Elite Hearing Network, and the good performance of GAES's Latin American companies, reported in M&A. The Amplifon Product Experience was also launched in the United States.
In the third quarter alone, consolidated revenues from sales and services amounted to €71,498 thousand, an increase of €12,814 thousand (+21.8%) against the comparison period explained for €2,372 thousand (+4.0%) by organic growth, including the contribution of the newly opened stores, and for €7,658 thousand (+13.0%) by acquisitions, particularly the consolidation of GAES's Latin American companies. The foreign exchange differences had a positive impact of €2,784 thousand (+4.7%).
Asia Pacific
| Period (€ thousands) | 2019 | 2018 | Change | Change % |
|---|---|---|---|---|
| I quarter | 44,415 | 41,295 | 3,120 | 7.6% |
| II quarter | 46,622 | 44,824 | 1,798 | 4.0% |
| I half | 91,037 | 86,118 | 4,919 | 5.7% |
| III quarter | 49,181 | 45,467 | 3,714 | 8.2% |
| First nine months | 140,218 | 131,585 | 8,633 | 6.6% |
Revenues from sales and services amounted to €140,218 thousand in the first nine months of 2019, an increase of €8,633 thousand (+6.6%) against the comparison period explained for €5,227 thousand (+4.0%) by organic growth, including the contribution of the newly opened stores, and for €4,629 thousand (+3.5%) by the Chinese acquisition (made in November 2018), while the foreign exchange differences had a negative impact of €1,223 thousand (-0.9%).
Revenues in local currency rose by +7.5% thanks to solid organic growth which outpaced the market and accelerated in the third quarter, despite what is still a very soft market. A good, above market performance was reported in Australia driven by organic growth, while revenue growth in New Zealand improved despite the regulatory changes that took place in 2013. The Amplifon Product Experience was also launched in Australia.
In the third quarter alone, consolidated revenues from sales and services amounted to €49,181 thousand, an increase of €3,714 thousand (+8.2%) against the comparison period explained for €2,330 thousand (+5.1%) by organic growth, including the contribution of the newly opened stores, and for €1,662 thousand (+3.7%) by the acquisition in China. The foreign exchange differences had a negative impact of €278 thousand (-0.6%).
Gross operating profit (EBITDA)
| (€ thousands) | First nine months 2019 | First nine months 2018 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
| Gross operating profit (EBITDA) | 262,610 | (18,372) | 244,238 | 150,565 | (6,004) | 144,561 |
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) | First nine months 2018 | ||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
| Gross operating profit (EBITDA) | 194,643 | (18,550) | 176,093 | 150,565 | (6,004) | 144,561 |
| (€ thousands) | Third quarter 2019 | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
| Gross operating profit (EBITDA) | 76,045 | (12,567) | 63,478 | 40,616 | (6,004) | 34,612 |
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
| Gross operating profit (EBITDA) | 53,447 | (12,745) | 40,702 | 40,616 | (6,004) | 34,612 |
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
Gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €244,238 thousand (with an EBITDA margin of 19.9%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBITDA would have amounted to €176,093 thousand, an increase against the comparison period of €31,532 thousand (+21.8%) driven by the considerable acceleration in revenues and solid operating leverage, even after the consolidation of GAES and the continuous investments in marketing. The foreign exchange differences had a positive impact of €2,265 thousand.
The result posted in the period reflects non-recurring costs of €18,550 thousand relating to the integration of GAES. The comparison period was also impacted, for €6,004 thousand, by nonrecurring costs relating to the GAES acquisition.
Net of these non-recurring items and excluding IFRS 16 application, EBITDA would have been €44,078 thousand (+29.3%) with an EBITDA margin of 15.9% (+0.3 p.p. against the comparison period).
In the third quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €63,478 thousand (with an EBITDA margin of 16.2%).
Excluding the impact of IFRS 16 application, EBITDA would have amounted to €40,702 thousand, an increase against the comparison period of €6,090 thousand (+17.6%) explained also by the positive foreign exchange differences of €660 thousand.
The result posted in the period reflects non-recurring costs of €12,745 thousand relating to the integration of GAES. The comparison period was also impacted, for €6,004 thousand, by the nonrecurring costs described above.
Net of these non-recurring items and excluding IFRS 16 application, EBITDA would have been €12,831 thousand (+31.6%) higher with an EBITDA margin of 13.6% (+0.2 p.p. against the comparison period).
| (€ thousands) | First nine months 2019 |
EBITDA Margin | First nine months 2018 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 187,046 | 21.3% | 108,876 | 16.5% | 78,170 | 71.8% |
| Americas | 44,753 | 22.0% | 32,277 | 19.2% | 12,476 | 38.7% |
| Asia Pacific | 41,654 | 29.7% | 34,943 | 26.6% | 6,711 | 19.2% |
| Corporate (**) | (29,215) | -2.4% | (31,535) | -3.3% | 2,320 | 7.4% |
| Total | 244,238 | 19.9% | 144,561 | 15.0% | 99,677 | 69.0% |
The following table shows a breakdown of EBITDA by segment.
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) |
EBITDA Margin | First nine months 2018 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 129,852 | 14.8% | 108,876 | 16.5% | 20,976 | 19.3% |
| Americas | 41,534 | 20.4% | 32,277 | 19.2% | 9,257 | 28.7% |
| Asia Pacific | 33,922 | 24.2% | 34,943 | 26.6% | (1,021) | -2.9% |
| Corporate (**) | (29,215) | -2.4% | (31,535) | -3.3% | 2,320 | 7.4% |
| Total | 176,093 | 14.4% | 144,561 | 15.0% | 31,532 | 21.8% |
| (€ thousands) | Third quarter 2019 |
EBITDA Margin | Third quarter 2018 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 45,555 | 16.8% | 26,890 | 13.5% | 18,665 | 69.4% |
| Americas | 15,637 | 21.9% | 11,432 | 19.5% | 4,205 | 36.8% |
| Asia Pacific | 14,385 | 29.2% | 11,306 | 24.9% | 3,079 | 27.2% |
| Corporate (**) | (12,099) | -3.1% | (15,016) | -5.0% | 2,917 | 19.4% |
| Total | 63,478 | 16.2% | 34,612 | 11.4% | 28,866 | 83.4% |
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) |
EBITDA Margin | Third quarter 2018 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 26,481 | 9.8% | 26,890 | 13.5% | (409) | -1.5% |
| Americas | 14,534 | 20.3% | 11,432 | 19.5% | 3,102 | 27.1% |
| Asia Pacific | 11,786 | 24.0% | 11,306 | 24.9% | 480 | 4.2% |
| Corporate (**) | (12,099) | -3.1% | (15,016) | -5.0% | 2,917 | 19.4% |
| Total | 40,702 | 10.4% | 34,612 | 11.4% | 6,090 | 17.6% |
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
(**) Centralized costs are shown as a percentage of the Group's total sales.
The table below shows the breakdown of the EBITDA by segment with reference to the recurring operations.
| (€ thousands) | First nine months 2019 |
EBITDA Margin | First nine months 2018 |
EBITDA Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 205,394 | 23.4% | 108,876 | 16.5% | 96,518 | 88.6% |
| Americas | 44,777 | 22.0% | 32,277 | 19.2% | 12,500 | 38.7% |
| Asia Pacific | 41,654 | 29.7% | 34,943 | 26.6% | 6,711 | 19.2% |
| Corporate (**) | (29,215) | -2.4% | (25,531) | -2.7% | (3,684) | -14.4% |
| Total | 262,610 | 21.4% | 150,565 | 15.6% | 112,045 | 74.4% |
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) |
EBITDA Margin | First nine months 2018 |
EBITDA Margin | Change | Change % |
| EMEA | 148,377 | 16.9% | 108,876 | 16.5% | 39,501 | 36.3% |
| Americas | 41,559 | 20.4% | 32,277 | 19.2% | 9,282 | 28.8% |
| Asia Pacific | 33,922 | 24.2% | 34,943 | 26.6% | (1,021) | -2.9% |
| Corporate (**) | (29,215) | -2.4% | (25,531) | -2.7% | (3,684) | -14.4% |
| Total | 194,643 | 15.9% | 150,565 | 15.6% | 44,078 | 29.3% |
| Third quarter | Third quarter | EBITDA Margin | Change | Change % | ||
| (€ thousands) | 2019 | EBITDA Margin | 2018 | |||
| EMEA | 58,122 | 21.5% | 26,890 | 13.5% | 31,232 | 116.2% |
| Americas | 15,637 | 21.9% | 11,432 | 19.5% | 4,205 | 36.8% |
| Asia Pacific | 14,385 | 29.2% | 11,306 | 24.9% | 3,079 | 27.2% |
| Corporate (**) | (12,099) | -3.1% | (9,012) | -3.0% | (3,087) | -34.2% |
| Total | 76,045 | 19.4% | 40,616 | 13.4% | 35,429 | 87.2% |
| Third quarter 2019 w/o |
EBITDA Margin | Third quarter 2018 |
EBITDA Margin | Change | Change % | |
| (€ thousands) EMEA |
IFRS 16 (*) 39,226 |
14.5% | 26,890 | 13.5% | 12,336 | 45.9% |
| Americas | 14,534 | 20.3% | 11,432 | 19.5% | 3,102 | 27.1% |
| Asia Pacific | 11,786 | 24.0% | 11,306 | 24.9% | 480 | 4.2% |
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
(**) Centralized costs are shown as a percentage of the Group's total sales.
Total 53,447 13.6% 40,616 13.4% 12,831 31.6%
Europe, Middle-East and Africa
Gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €187,046 thousand (with an EBITDA margin of 21.3%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBITDA would have amounted to €129,852 thousand, an increase against the comparison period of €20,976 thousand (+19.3%), including the €445 thousand in foreign exchange gains. The EBITDA margin would have reached 14.8%, a decrease of 1.7 p.p. against the comparison period.
The result posted in the period was impacted by the €18,525 thousand in non-recurring costs relating to the integration of GAES.
Net of this item and excluding IFRS 16 application, EBITDA would have been €39,501 thousand higher (+36.3%) with an EBITDA margin of 16.9% (+0.4 p.p. against the comparison period).
The contribution of EMEA to the Group's profitability continues to be very significant, the region's result highlights the strong and continuous improvement made in the EBITDA margin despite the dilutive effect of the GAES consolidation.
In the third quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €45,555 thousand (with an EBITDA margin of 16.8%).
Excluding the impact of IFRS 16 application, EBITDA would have amounted to €26,481 thousand, a decrease against the comparison period of €409 thousand (-1.5%), including the positive foreign exchange differences of €185 thousand. The EBITDA margin would have reached 9.8%, a decrease of 3.7 p.p. against the comparison period.
The result posted in the period reflects non-recurring costs of €12,745 thousand relating to the integration of GAES.
Net of this item and excluding IFRS 16 application, EBITDA would have been €12,336 thousand higher (+45.9%) with an EBITDA margin of 14.5% (+1.0 p.p. against the comparison period).
Americas
Gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €44,753 thousand (with an EBITDA margin of 22.0%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBITDA would have amounted to €41,534 thousand, an increase against the comparison period of €9,257 thousand (+28.7%), thanks also to positive foreign exchange differences of €2,326 thousand. The EBITDA margin would have reached 20.4%, an increase of 1.2 p.p. against the comparison period.
The result was impacted marginally (€25 thousand) by the non-recurring costs incurred relating to the integration of GAES.
The result for this area reflects strong operating efficiency which made it possible to absorb the dilutive effect of the consolidation of GAES's Latin American companies.
In the third quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €15,637 thousand (with an EBITDA margin of 21.9%).
Excluding the impact of IFRS 16 application, EBITDA would have amounted to €14,534 thousand, an increase against the comparison period of €3,102 thousand (+27.1%) including the positive foreign exchange differences of €611 thousand. The EBITDA margin would have reached 20.3%, an increase of 0.8 p.p. with respect to the comparison period.
Asia Pacific
Gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €41,654 thousand (with an EBITDA margin of 29.7%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBITDA would have amounted to €33,922 thousand, a decrease against the comparison period of €1,021 thousand (-2.9%) attributable also to negative foreign exchange differences of €507 thousand. The EBITDA margin would have reached 24.2%, a decrease of 2.4 p.p. against the comparison period.
The result reflects the greater difficulty encountered in the absorption of fixed costs in Australia and New Zealand due to a softer market and consolidation of the Chinese joint venture.
In the third quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €14,385 thousand (with an EBITDA margin of 29.2%).
If IFRS 16 had not been applied, EBITDA would have amounted to €11,786 thousand, an increase against the comparison period of €480 thousand (+4.2%) despite the negative foreign exchange differences of €135 thousand. The EBITDA margin would have reached 24.0%, a decrease of 0.9 p.p. against the comparison period.
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 €29,215 thousand in the first nine months of 2019 (2.4% of the revenues generated by the Group's sales and services), a decrease of €2,320 thousand with respect to the same period of the prior year.
The result posted in the comparison period was impacted by the €6,004 thousand in nonrecurring costs relating to the GAES acquisition. Net of this item the centralized corporate costs would have been €3,684 thousand higher, reaching 2.4% of the revenues generated by the Group's sales versus 2.7% in the comparison period.
In the third quarter alone, centralized corporate costs amounted to €12,099 thousand (3.1% of the revenues generated by Group's sales and services), a decrease of €2,917 thousand with respect to the comparison period.
The result posted in the comparison period reflects the non-recurring costs referred to above which amounted to €6,004 thousand. Net of this item the centralized corporate costs were €3,087 thousand higher or 3.1% of the revenues generated by the Group's sales versus 3.0% in the comparison period.
Operating profit (EBIT)
| (€ thousands) | First nine months 2019 | First nine months 2018 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Operating profit (loss) (EBIT) | 124,709 | (18,736) | 105,973 | 98,810 | (6,004) | 92,806 |
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) | First nine months 2018 | ||||
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Operating profit (loss) (EBIT) | 121,144 | (18,748) | 102,396 | 98,810 | (6,004) | 92,806 |
| (€ thousands) | Third quarter 2019 | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Operating profit (loss) (EBIT) | 29,337 | (12,866) | 16,471 | 22,753 | (6,004) | 16,749 |
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Operating profit (loss) (EBIT) | 28,366 | (12,878) | 15,488 | 22,753 | (6,004) | 16,749 |
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
Operating profit (EBIT), determined based on the new IFRS 16, came to €105,973 thousand (with an EBIT margin of 8.7%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBIT would have reached €102,396 thousand, an increase against the comparison period of €9,590 thousand (+10.3%), linked also to the positive foreign exchange differences of €2,091 thousand. The EBIT margin would have come to 8.4%, a decrease of 1.2 p.p. against the comparison period.
The result posted in the period was impacted by €18,748 thousand in non-recurring costs relating to the integration of GAES, different than those described in the section on EBITDA, tied to the write-down of a few non-current assets. The comparison period was also impacted by the same non-recurring costs of €6,004 thousand described in the section on EBITDA.
Net of these items and excluding IFRS 16 application, EBIT would have been €22,334 thousand higher (+22.6%) with an EBIT margin of 9.9% (-0.4 p.p. against the comparison period).
With respect to the gross operating profit (EBITDA), EBIT was also influenced by higher depreciation and amortization as a result of the opening of new stores, investments in IT systems and, above all, the temporary allocation of the price paid for the GAES Group's tangible and intangible assets of €10,501 thousand.
In the third quarter alone operating profit (EBIT), determined based on the new IFRS 16, amounted to €16,471 thousand (with an EBIT margin of 4.2%).
Excluding the impact of IFRS 16 application, EBIT would have reached €15,488 thousand, a decrease against the comparison period of €1,261 thousand (-7.5%) despite the positive foreign exchange differences of €604 thousand. The EBIT margin would have come to 3.9%, a decrease of 1.6 p.p. with respect to the comparison period.
The result posted in the period was impacted by €12,878 thousand in non-recurring costs relating to the integration of GAES, different than those described in the section on EBITDA, tied to the write-down of a few non-current assets. The comparison period was also impacted by the same non-recurring costs of €6,004 thousand described in the section on EBITDA.
Net of these items and excluding IFRS 16 application, EBIT would have been €5,613 thousand higher (+24.7%) with an EBITDA margin of 7.2% (-0.3 p.p. against the comparison period).
The impact of the increased amortization and depreciation stemming from the temporary allocation to tangible and intangible assets of part of the price paid for the GAES Group acquisition came to €3,497 thousand.
| (€ thousands) | First nine months 2019 |
EBIT Margin | First nine months 2018 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 80,999 | 9.2% | 75,031 | 11.3% | 5,968 | 8.0% |
| Americas | 37,038 | 18.2% | 28,433 | 16.9% | 8,605 | 30.3% |
| Asia Pacific | 23,792 | 17.0% | 24,852 | 18.9% | (1,060) | -4.3% |
| Corporate (**) | (35,856) | -2.9% | (35,510) | -3.7% | (346) | -1.0% |
| Total | 105,973 | 8.7% | 92,806 | 9.6% | 13,167 | 14.2% |
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) |
EBIT Margin | First nine months 2018 |
EBIT Margin | Change | Change % |
The following table shows a breakdown of EBIT by segment.
| First nine months 2019 w/o |
EBIT Margin | First nine months 2018 |
EBIT Margin | Change | Change % | |
|---|---|---|---|---|---|---|
| (€ thousands) | IFRS 16 (*) | |||||
| EMEA | 78,381 | 8.9% | 75,031 | 11.3% | 3,350 | 4.5% |
| Americas | 36,614 | 18.0% | 28,433 | 16.9% | 8,181 | 28.8% |
| Asia Pacific | 23,257 | 16.6% | 24,852 | 18.9% | (1,595) | -6.4% |
| Corporate (**) | (35,856) | -2.9% | (35,510) | -3.7% | (346) | -1.0% |
| Total | 102,396 | 8.4% | 92,806 | 9.6% | 9,590 | 10.3% |
Interim Financial Report as at 30 September 2019 > Interim Management Report
| (€ thousands) | Third quarter 2019 |
EBIT Margin | Third quarter 2018 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 9,830 | 3.6% | 15,295 | 7.7% | (5,465) | -35.7% |
| Americas | 13,027 | 18.2% | 10,116 | 17.2% | 2,911 | 28.8% |
| Asia Pacific | 8,127 | 16.5% | 7,779 | 17.1% | 348 | 4.5% |
| Corporate (**) | (14,513) | -3.7% | (16,441) | -5.4% | 1,928 | 11.7% |
| Total | 16,471 | 4.2% | 16,749 | 5.5% | (278) | -1.7% |
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) |
EBIT Margin | Third quarter 2018 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 9,165 | 3.4% | 15,295 | 7.7% | (6,130) | -40.1% |
| Americas | 12,827 | 17.9% | 10,116 | 17.2% | 2,711 | 26.8% |
| Asia Pacific | 8,010 | 16.3% | 7,779 | 17.1% | 231 | 3.0% |
| Corporate (**) | (14,514) | -3.7% | (16,441) | -5.4% | 1,927 | 11.7% |
| Total | 15,488 | 3.9% | 16,749 | 5.5% | (1,261) | -7.5% |
The following table shows the breakdown of EBIT by segment with reference to the recurring transactions:
| (€ thousands) | First nine months 2019 |
EBIT Margin | First nine months 2018 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 99,711 | 11.4% | 75,031 | 11.3% | 24,680 | 32.9% |
| Americas | 37,062 | 18.2% | 28,433 | 16.9% | 8,629 | 30.4% |
| Asia Pacific | 23,792 | 17.0% | 24,852 | 18.9% | (1,060) | -4.3% |
| Corporate (**) | (35,856) | -2.9% | (29,506) | -3.1% | (6,350) | -21.5% |
| Total | 124,709 | 10.2% | 98,810 | 10.3% | 25,899 | 26.2% |
| (€ thousands) | First nine months 2019 w/o IFRS 16 (*) |
EBIT Margin | First nine months 2018 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 97,104 | 11.1% | 75,031 | 11.3% | 22,073 | 29.4% |
| Americas | 36,639 | 18.0% | 28,433 | 16.9% | 8,206 | 28.9% |
| Asia Pacific | 23,257 | 16.6% | 24,852 | 18.9% | (1,595) | -6.4% |
| Corporate (**) | (35,856) | -2.9% | (29,506) | -3.1% | (6,350) | -21.5% |
| Total | 121,144 | 9.9% | 98,810 | 10.3% | 22,334 | 22.6% |
| (€ thousands) | Third quarter 2019 |
EBIT Margin | Third quarter 2018 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 22,696 | 8.4% | 15,295 | 7.7% | 7,401 | 48.4% |
| Americas | 13,027 | 18.2% | 10,116 | 17.2% | 2,911 | 28.8% |
| Asia Pacific | 8,127 | 16.5% | 7,779 | 17.1% | 348 | 4.5% |
| Corporate (**) | (14,513) | -3.7% | (10,437) | -3.4% | (4,076) | -39.1% |
| Total | 29,337 | 7.5% | 22,753 | 7.5% | 6,584 | 28.9% |
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) |
EBIT Margin | Third quarter 2018 |
EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 22,043 | 8.1% | 15,295 | 7.7% | 6,748 | 44.1% |
| Americas | 12,827 | 17.9% | 10,116 | 17.2% | 2,711 | 26.8% |
| Asia Pacific | 8,010 | 16.3% | 7,779 | 17.1% | 231 | 3.0% |
| Corporate (**) | (14,514) | -3.7% | (10,437) | -3.4% | (4,077) | -39.1% |
| Total | 28,366 | 7.2% | 22,753 | 7.5% | 5,613 | 24.7% |
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
(**) Centralized costs are shown as a percentage of the Group's total sales.
Europe, Middle-East and Africa
Operating profit (EBIT), determined based on the new IFRS 16, came to €80,999 thousand (with an EBIT margin of 9.2%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBIT would have reached €78,381 thousand, an increase against the comparison period of €3,350 thousand (+4.5%), including the positive foreign exchange differences of €386 thousand. The EBIT margin would have come to 8.9% (-2.4 p.p. against the comparison period).
The result posted in the comparison period was impacted by €18,723 thousand in non-recurring costs relating to the integration of GAES, different than those described in the section on EBITDA, tied to the write-down of a few non-current assets.
Net of this item and excluding IFRS 16 application, EBIT would have been €22,073 thousand higher (+29.4%) with an EBIT margin of 11.1% (-0.2 p.p. against the comparison period).
The impact of the increased amortization and depreciation stemming from the temporary allocation to tangible and intangible assets of part of the price paid for the GAES Group acquisition came to €10,245 thousand.
In the third quarter alone operating profit (EBIT), determined based on the new IFRS 16, amounted to €9,830 thousand (with an EBIT margin of 3.6%).
Excluding the impact of IFRS 16 application, EBIT would have reached €9,165 thousand, a decrease against the comparison period of €6,130 thousand (-40.1%) including the positive foreign exchange differences of €161 thousand. The EBIT margin would have come to 3.4%, a decrease of 4.3 p.p. with respect to the comparison period.
The result posted in the period was impacted by €12,878 thousand in non-recurring costs relating to the integration of GAES, different than those described in the section on EBITDA, tied to the write-down of a few non-current assets.
Net of these items and excluding IFRS 16 application, EBIT would have been €6,748 thousand higher (+44.1%) with an EBIT margin of 8.1% (+0.4 p.p. against the comparison period).
The impact of the increased amortization and depreciation stemming from the temporary allocation to tangible and intangible assets of part of the price paid for the GAES Group acquisition came to €3,415 thousand.
Americas
Operating profit (EBIT), determined based on the new IFRS 16, came to €37,038 thousand (with an EBIT margin of 18.2%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBIT would have reached €36,614 thousand, an increase against the comparison period of €8,181 thousand (+28.8%) attributable also to the positive foreign exchange differences of €2,113 thousand. The EBIT margin would have come to 18.0% (+1.1 p.p. against the comparison period).
The result posted in the period was impacted marginally (€25 thousand) by the non-recurring costs described above in the section on EBITDA and the impact of the increased amortization and depreciation stemming from the temporary allocation to tangible and intangible assets of part of the price paid for the GAES Group acquisition which came to €256 thousand.
In the third quarter alone operating profit (EBIT), determined based on the new IFRS 16, amounted to €13,027 thousand (with an EBIT margin of 18,2%).
If IFRS 16 had not been applied, EBIT would have reached €12,827 thousand, an increase against the comparison period of €2,711 thousand (+26.8%), including the positive foreign exchange differences of €554 thousand. The EBIT margin would have come to 17.9% (+0.7 p.p. against the comparison period).
The impact of the increased amortization and depreciation stemming from the temporary allocation to tangible and intangible assets of part of the price paid for the GAES Group acquisition came to €82 thousand.
Asia Pacific
Operating profit (EBIT), determined based on the new IFRS 16, came to €23,792 thousand (with an EBIT margin of 17.0%) in the first nine months of 2019.
If IFRS 16 had not been applied, EBIT would have come to €23,257 thousand, a decrease against the comparison period of €1,595 thousand (-6.4%), including the negative foreign exchange differences of €409 thousand. The EBIT margin would have come to 16.6%, a decrease of 2.3 p.p. against the comparison period. This change is basically in line with the change in EBITDA described above.
In the third quarter alone operating profit (EBIT), determined based on the new IFRS 16, amounted to €8,127 thousand (with an EBIT margin of 16.5%).
If IFRS 16 had not been applied, EBIT would have come to €8,010 thousand, an increase against the comparison period of €231 thousand (+3.0%), including the negative foreign exchange differences of €110 thousand. The EBIT margin would have come to 16.3%, down 0.8 p.p. due largely to the decrease in EBITDA described above.
Corporate
The net costs of centralized Corporate functions at the EBIT level amounted to €35,856 thousand in the first nine months of 2019 (2.9% of the revenues generated by the Group's sales and services), an increase of €346 thousand with respect to the comparison period. The comparison period was impacted by the same €6,004 thousand non-recurring costs described in the section on EBITDA. Excluding this item, the net costs of centralized corporate functions would have been €6,350 thousand higher or 2.9% of Group revenues versus 3.1% in the comparison period.
These net costs amounted to €14,513 thousand (3.7% of the revenues generated by the Group's sales and services) in the third quarter alone, a decrease of €1,927 thousand with respect to the comparison period. Net of the same non-recurring item described above, the corporate costs would have been €4,077 thousand higher or 3.7% of the Group revenues versus 3.4% in the comparison period.
| (€ thousands) | First nine months 2019 | First nine months 2018 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
| Profit (loss) before tax | 104,993 | (18,736) | 86,257 | 86,763 | (6,071) | 80,692 |
| (€ thousands) | First nine months w/o IFRS 16 (*) | First nine months 2018 | ||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
| Profit (loss) before tax | 109,911 | (18,748) | 91,163 | 86,763 | (6,071) | 80,692 |
| (€ thousands) | Third quarter 2019 | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
| Profit (loss) before tax | 22,436 | (12,866) | 9,570 | 20,503 | (6,071) | 14,432 |
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | |
Profit before tax
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
Profit before tax, determined in accordance with the new IFRS 16 based on which the interest paid on leased goods must be recognized, amounted to €86,257 thousand in the first nine months of 2019 (with a gross profit margin of 7.0%). Based on the accounting standards applied in the prior year, profit before tax would have come to €91,163 thousand (with a gross profit
margin of 7.4%), an increase of €10,471 thousand (+13.0%) compared to the profit before tax posted in the comparison period. This increase is higher than the increase in EBIT described above due to a decrease in financial expenses beginning in the third quarter of 2018 following the repayment of the Eurobond on 16 July 2018 financed using new long-term credit lines granted at rates which are significantly better than those of the Eurobond, as was the debt used to finance the GAES Group acquisition on 18 December.
The period under examination was impacted by non-recurring costs of €18,748 thousand relating to the acquisition of the GAES Group in December 2018 and its integration, as described in the sections on EBITDA and EBIT. The comparison period was also impacted by non-recurring costs relating to GAES of €6,071 thousand.
Net of these one-offs and based on the same accounting standards, the increase in profit before tax reaches €23,148 thousand (+26.7%) in the first nine months of 2019.
In the third quarter alone, profit before tax, determined based on the new accounting standards amounted to €9,570 thousand (with a gross profit margin of 2.4%).
Financial expenses were slightly higher compared to the comparison period due to the interest payable on the loan granted in December 2018 for the GAES acquisition, while in the comparison period the Eurobond had been repaid early July.
Based on the accounting standards applied in the prior year, profit before tax would have come to €11,393 thousand (with a gross profit margin of 2.9%), an increase of €3,768 thousand (+18.4%), compared to the Group's recurring profit before tax posted in the comparison period.
| (€ thousands) | First nine months 2019 | First nine months 2018 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Group net profit (loss) | 75,682 | (14,019) | 61,663 | 62,015 | (4,377) | 57,638 |
| (€ thousands) | First nine months w/o IFRS 16 (*) | First nine months 2018 | ||||
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Group net profit (loss) | 79,559 | (14,029) | 65,530 | 62,015 | (4,377) | 57,638 |
| (€ thousands) | Third quarter 2019 | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Group net profit (loss) | 16,320 | (9,148) | 7,172 | 14,976 | (4,377) | 10,599 |
| (€ thousands) | Third quarter 2019 w/o IFRS 16 (*) | Third quarter 2018 | ||||
| Recurring | Non recurring |
Total | Non recurring |
Recurring | Total | |
| Group net profit (loss) | 17,668 | (9,158) | 8,510 | 14,976 | (4,377) | 10,599 |
Net profit attributable to the Group
(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.
The Group's net profit, determined based on the new accounting standards in effect as of January 1st, came to €61,663 thousand (with a profit margin of 5.0%) in the first nine months of 2019. Based on the accounting standards applied in the prior year, the Group's net profit would have amounted to €65,530 thousand (with a profit margin of 5.4%), an increase of €7,892 thousand. Recurring net profit would have shown an increase of €17,544 thousand (+28.3%) against the Group's recurring net profit in the comparison period.
The tax rate came to 28.5% compared to 28.7% at 30 September 2018. Net of the losses recorded by subsidiaries for which, in accordance with the principle of prudence, deferred tax assets are not recognized, the tax rate would have been 23.6% (24.6% in the same period of the prior year).
In the third quarter alone, the Group's net profit, determined based on the new accounting standards, came to €7,172 thousand (with a profit margin of 1.8%). Based on the accounting standards applied in the prior year, the Group's net profit would have amounted to €8,510 thousand (with a profit margin of 2.2%), an increase of €2,692 thousand (+18.0%) against the recurring net profit recorded by the Group in the comparison period.
BALANCE SHEET REVIEW
Consolidated balance sheet by geographical area (*)
| (€ thousands) | 30/09/2019 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Eliminations | Total | |
| Goodwill | 834,339 | 124,230 | 247,226 | - | 1,205,795 |
| Non-competition agreements, trademarks, customer lists and lease rights |
227,304 | 10,203 | 36,703 | - | 274,210 |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
61,802 | 16,484 | 9,573 | - | 87,859 |
| Tangible assets | 156,283 | 13,507 | 25,679 | - | 195,469 |
| Right-of-use assets | 376,636 | 17,715 | 35,409 | - | 429,760 |
| Financial fixed assets | 4,418 | 38,985 | - | - | 43,403 |
| Other non-current financial assets | 29,281 | 657 | 919 | - | 30,857 |
| Non-current assets | 1,690,063 | 221,781 | 355,509 | - | 2,267,353 |
| Inventories | 63,492 | 4,710 | 3,754 | - | 71,956 |
| Trade receivables | 127,909 | 40,390 | 21,282 | (8,012) | 181,569 |
| Other receivables | 71,805 | 10,278 | 6,166 | (7) | 88,242 |
| Current assets (A) | 263,206 | 55,378 | 31,202 | (8,019) | 341,767 |
| Operating assets | 1,953,269 | 277,159 | 386,711 | (8,019) | 2,609,120 |
| Trade payables | (116,697) | (42,256) | (16,617) | 8,012 | (167,558) |
| Other payables | (218,073) | (16,762) | (18,751) | 7 | (253,579) |
| Provisions for risks and charges (current portion) |
(16,073) | (1,028) | - | - | (17,101) |
| Current liabilities (B) | (350,843) | (60,046) | (35,368) | 8,019 | (438,238) |
| Net working capital (A) - (B) | (87,637) | (4,668) | (4,166) | - | (96,471) |
| Derivative instruments | (12,394) | - | - | - | (12,394) |
| Deferred tax assets | 74,886 | 3,076 | 4,568 | - | 82,530 |
| Deferred tax liabilities | (70,790) | (18,725) | (10,696) | - | (100,211) |
| Provisions for risks and charges (non current portion) |
(20,549) | (30,090) | (527) | - | (51,166) |
| Liabilities for employees' benefits (non current portion) |
(21,491) | (129) | (2,006) | - | (23,626) |
| Loan fees | 1,853 | - | - | - | 1,853 |
| Other non-current payables | (127,292) | (11,257) | (2,343) | - | (140,892) |
| NET INVESTED CAPITAL | 1,426,649 | 159,988 | 340,339 | - | 1,926,976 |
| Group net equity | 635,486 | ||||
| Minority interests | 1,251 | ||||
| Total net equity | 636,737 | ||||
| Net medium and long-term financial indebtedness |
803,687 | ||||
| Net short-term financial indebtedness | 53,064 | ||||
| Total net financial indebtedness | 856,751 | ||||
| Lease liabilities | 433,488 | ||||
| Total lease liabilities & net financial indebtedness |
1,290,239 | ||||
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL INDEBTEDNESS |
1,926,976 |
(*) The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.
| (€ thousands) | 31/12/2018 (**) | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Eliminations | Total | |
| Goodwill | 793,469 | 122,184 | 245,945 | - | 1,161,598 |
| Non-competition agreements, | |||||
| trademarks, customer lists and lease rights |
228,048 | 10,331 | 41,027 | - | 279,406 |
| Software, licenses, other intangible fixed | |||||
| assets, fixed assets in progress and | 56,303 | 14,654 | 9,039 | - | 79,996 |
| advances | |||||
| Tangible assets | 155,346 | 9,807 | 23,815 | - | 188,968 |
| Financial fixed assets | 4,170 | 37,376 | - | - | 41,546 |
| Other non-current financial assets | 25,606 | 298 | 848 | - | 26,752 |
| Non-current assets | 1,262,942 | 194,650 | 320,674 | - | 1,778,266 |
| Inventories | 53,286 | 5,084 | 3,343 | - | 61,713 |
| Trade receivables | 124,424 | 33,247 | 13,412 | (1,629) | 169,454 |
| Other receivables | 64,007 | 9,211 | 4,081 | (7) | 77,292 |
| Current assets (A) | 241,717 | 47,542 | 20,836 | (1,636) | 308,459 |
| Operating assets | 1,504,659 | 242,192 | 341,510 | (1,636) | 2,086,725 |
| Trade payables | (123,002) | (39,716) | (12,011) | 1,629 | (173,100) |
| Other payables | (212,445) | (14,401) | (18,147) | 7 | (244,986) |
| Provisions for risks and charges (current portion) |
(3,813) | (1,103) | - | - | (4,916) |
| Current liabilities (B) | (339,260) | (55,220) | (30,158) | 1,636 | (423,002) |
| Net working capital (A) - (B) | (97,543) | (7,678) | (9,322) | - | (114,543) |
| Derivative instruments | (10,876) | - | - | - | (10,876) |
| Deferred tax assets | 69,295 | 1,624 | 4,285 | - | 75,204 |
| Deferred tax liabilities | (69,677) | (17,337) | (11,918) | - | (98,932) |
| Provisions for risks and charges (non current portion) |
(21,862) | (27,240) | (517) | - | (49,619) |
| Liabilities for employees' benefits (non current portion) |
(18,368) | (177) | (1,745) | - | (20,290) |
| Loan fees | 3,795 | - | - | - | 3,795 |
| Other non-current payables | (116,749) | (6,872) | (2,581) | - | (126,202) |
| NET INVESTED CAPITAL | 1,000,957 | 136,970 | 298,876 | - | 1,436,803 |
| Group net equity | 594,919 | ||||
| Minority interests | 1,028 | ||||
| Total net equity | 595,947 | ||||
| Net medium and long-term financial indebtedness |
877,688 | ||||
| Net short-term financial indebtedness | (36,832) | ||||
| Total net financial indebtedness | 840,856 | ||||
| NET EQUITY AND NET FINANCIAL INDEBTEDNESS |
1,436,803 |
(**) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.
Non-current assets
Non-current assets amounted to €2,267,353 thousand at 30 September 2019, an increase of €489,087 thousand against the €1,778,266 thousand recorded at 31 December 2018, which includes the temporary purchase price allocated to the non-current assets and liabilities relating to the GAES Group acquisition. IFRS 16 was applied using the modified retrospective approach which does not call for the restatement of 2018 figures.
The changes in the period are explained (i) for €442,063 thousand by the recognition of right-of use assets following application of IFRS 16 as of 1 January 2019; (ii) for €60,634 thousand by capital expenditure; (iii) for €52,369 thousand by right-of-use assets; (iv) for €65,224 thousand by acquisitions; (v) for €138,265 thousand by depreciation, amortization and impairment which includes the amortization of the above right-of-use assets; (v) for €7,062 thousand by other net increases relating primarily to foreign exchange gains.
| (€ thousands) | 30/09/2019 | 31/12/2018 (*) |
Change | |
|---|---|---|---|---|
| Goodwill | 834,339 | 793,469 | 40,870 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
228,048 | (744) | ||
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
61,802 | 56,303 | 5,499 | |
| EMEA | Tangible assets | 156,283 | 155,346 | 937 |
| Right-of-use assets | 376,636 | - | 376,636 | |
| Financial fixed assets | 4,418 | 4,170 | 248 | |
| Other non-current financial assets | 29,281 | 25,606 | 3,675 | |
| Non-current assets | 1,690,063 | 1,262,942 | 427,121 | |
| Goodwill | 124,230 | 122,184 | 2,046 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
10,203 | 10,331 | (128) | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
16,484 | 14,654 | 1,830 | |
| Americas | Tangible assets | 13,507 | 9,807 | 3,700 |
| Right-of-use assets | 17,715 | - | - | |
| Financial fixed assets | 38,985 | 37,376 | 1,609 | |
| Other non-current financial assets | 657 | 298 | 359 | |
| Non-current assets | 221,781 | 194,650 | 27,131 | |
| Goodwill | 247,226 | 245,945 | 1,281 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
36,703 | 41,027 | (4,324) | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
9,573 | 9,039 | 534 | |
| Asia Pacific | Tangible assets | 25,679 | 23,815 | 1,864 |
| Right-of-use assets | 35,409 | - | 35,409 | |
| Financial fixed assets | - | - | 0 | |
| Other non-current financial assets | 919 | 848 | 71 | |
| Non-current assets | 355,509 | 320,674 | 34,835 |
The following table shows the breakdown of non-current assets by geographical segment:
(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.
Europe, Middle-East and Africa
Non-current assets amounted to €1,690,063 thousand at 30 September 2019, an increase of €427,121 thousand against the €1,262,942 thousand recorded at 31 December 2018 which includes the temporary purchase price allocated to the non-current assets and liabilities acquired from the GAES Group.
The increase is explained:
- for €392,104 thousand, by the recognition of right-of-use assets following application of IFRS 16 beginning 1 January 2019;
- for €63,493 thousand, by acquisitions;
- for €25,866 thousand, by investments in plant, property and equipment, relating primarily to the opening of new and renewal of existing stores;
- for €16,310 thousand, by investments in intangible assets, relating primarily to further improvements of the CRM systems, digital marketing and a new business transformation system for back office functions (Human Resources, Procurement, Administration and Finance);
- for €38,733 thousand, by right-of-use assets;
- for €112,690 thousand, by amortization, depreciation and impairment which includes the amortization and depreciation of the right-of-use assets referred to above;
- for €3,305 thousand, by other net increases.
Americas
Non-current assets amounted to €221,781 thousand at 30 September 2019, an increase of €27,131 thousand against the €194,650 thousand recorded at 31 December 2018 which includes the temporary purchase price allocated to the non-current assets and liabilities acquired from the GAES Group.
The increase is explained:
- for €11,942 thousand, by the recognition of right-of-use assets following application of IFRS 16 beginning 1 January 2019;
- for €5,389 thousand, by investments in plant, property and equipment;
- for €3,776 thousand, by investments in intangible assets;
- for €8,489 thousand, by right-of-use assets;
- for €1,731 thousand, by acquisitions;
- for €7,715 thousand, by amortization and depreciation which includes the amortization and depreciation of the right-of-use assets referred to above;
- for €3,519 thousand, by other net increases relating primarily to foreign exchange gains.
Asia Pacific
Non-current assets amounted to €355,509 thousand at 30 September 2019, an increase of €34,835 thousand against the €320,674 thousand recorded at 31 December 2018. The increase is explained:
- for €38,017 thousand, by the recognition of right-of-use assets following application of IFRS 16 beginning 1 January 2019;
- for €6,262 thousand, by investments in plant, property and equipment;
- for €3,031 thousand, by investments in intangible assets;
- for €5,147 thousand, by right-of-use assets;
- for €17,860 thousand, by amortization and depreciation which includes the amortization and depreciation of the right-of-use assets referred to above;
- for €238 thousand, by other net increases relating primarily to foreign exchange gains.
Net invested capital
Net invested capital came to €1,926,976 thousand at 30 September 2019, an increase of €490,173 thousand against the €1,436,803 thousand recorded at 31 December 2018 which includes the temporary purchase price allocated to the non-current assets and liabilities acquired from the GAES Group. IFRS 16 was applied using the modified retrospective approach which does not call for the restatement of 2018 figures.
This increase is attributable to the change in non-current assets described above and the improvement in working capital which was partially offset by the increase in contract liabilities.
The following table shows the breakdown of net invested capital by geographical area.
| (€ thousands) | 30/09/2019 | 31/12/2018 (*) | Change |
|---|---|---|---|
| EMEA | 1,426,649 | 1,000,957 | 425,692 |
| Americas | 159,988 | 136,970 | 23,018 |
| Asia Pacific | 340,339 | 298,876 | 41,463 |
| Total | 1,926,976 | 1,436,803 | 490,173 |
(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.
Europe, Middle-East and Africa
Net invested capital came to €1,426,649 thousand at 30 September 2019, an increase of €425,692 thousand against the €1,000,957 thousand recorded at 31 December 2018 which includes the temporary purchase price allocated to the non-current assets and liabilities acquired from the GAES Group.
This increase is attributable to the change in non-current assets described above and the improvement in working capital which was partially offset by the increase in contract liabilities.
Factoring without recourse in the period involved trade receivables with a face value of €53,413 thousand (€50,274 thousand in the same period of the prior year) and tax credits (VAT and IRES) with a face value of €22,451 thousand (€19,025 thousand in the same period of the prior year).
Americas
Net invested capital came to €159,988 thousand at 30 September 2019, an increase of €23,018 thousand against the €136,970 thousand recorded at 31 December 2018.
The increase is attributable to the change in non-current assets described above and the rise in working capital which was partially offset by the increase in contract liabilities.
Asia Pacific
Net invested capital came to €340,399 thousand at 30 September 2019, an increase of €41,463 thousand against the €298,876 thousand recorded at 31 December 2018. The increase is attributable to the change in non-current assets described above and the rise in working capital.
| (€ thousands) | 30/09/2019 | 31/12/2018 (*) | Change |
|---|---|---|---|
| Net medium and long-term financial indebtedness | 803,687 | 877,688 | (74,001) |
| Net short-term financial indebtedness | 178,309 | 53,083 | 125,226 |
| Cash and cash equivalents | (125,245) | (89,915) | (35,330) |
| Net financial indebtedness | 856,751 | 840,856 | 15,895 |
| Group net equity | 635,486 | 594,919 | 40,567 |
| Minority interests | 1,251 | 1,028 | 223 |
| Net Equity | 636,737 | 595,947 | 40,790 |
| Financial indebtedness/Group net equity | 1.35 (**) | 1.41 (***) | |
| Financial indebtedness/Net equity | 1.35 (**) | 1.41 (***) | |
| Financial indebtedness/EBITDA | 2.20 (**) | 3.11 (***) |
Net financial indebtedness
(*) The statement of financial position as at 31 December 2018 has been restated for the temporary allocation of the GAES acquisition price. (**) Indicators re-defined together with the banks and the financial investors after the adoption of IFRS 9, 15 and 16, determining the covenants
Financial indebtedness/Net equity at 1,65x (before 1,5x) and Financial indebtedness/EBITDA at 2,85x (before 3,5x). (***) Indicators calculated in compliance with the previous definitions included in the syndicated loan for the GAES acquisition, before the adoption of IFRS 9, 15 and 16.
Net financial indebtedness amounted to €856,751 thousand at 30 September 2019 reporting an increase of €15,895 thousand with respect to the amount at 31 December 2018.
The increase in debt is the direct consequence of the acquisitions made in the period (€53,008 thousand) and the payment of dividends to shareholders (€30,939 thousand).
Ordinary operations confirmed the excellent level of cash flow generation with free cash flow reaching a positive €68,627 thousand (versus €50,801 thousand in the first nine months of the prior year) after absorbing capital expenditure of €60,634 thousand (€43,562 thousand in the first nine months of 2018).
At 30 September 2019 the Group's total financial indebtedness amounted to €856,751 thousand net of cash and cash equivalents totaling €125,245 thousand.
Long-term debt amounts to €803,687 thousand, €14,691 thousand of which reflects the longterm portion of deferred payments for acquisitions. The decrease of €74,001 thousand is attributable mainly to the substitution of revolving long-term credit lines, totaling €40 million, with hot money at a better rate (included in short-term debt) and the reclassification of a portion of the syndicated loan used to finance the GAES acquisition as short-term debt, along with a portion of the private placement and other borrowings.
Short-term debt amounts to €178,309 thousand, an increase of €125,226 thousand attributable mainly to the decrease in long-term debt described above.
In addition to the hot money (€100,000 thousand), short-term debt includes the short-term portion of the syndicated loan (€33,125 thousand), the short-term portion of the private placement (€15,522 thousand), the short term portion of other long-term bank loans (€6,666
thousand), interest payable on bank loans and the private placement (€3,182 thousand) and the best estimate of the deferred payments for acquisitions (€13,339 thousand).
The chart below shows that the first significant maturity is in 2021 and that the cash and cash equivalents of €125.2 million, the unutilized portions of irrevocable credit lines which amount to €165 million, as well as the €53 million in other available credit lines, 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 €11,020 thousand at 30 September 2019, versus €11,691 thousand at 30 September 2018.
The interest payable on leases accounted for in accordance with IFRS 16 amounted to €8,516 thousand.
Interest receivable on bank deposits came to €101 thousand at 30 September 2019, versus €367 thousand at 30 September 2018.
The reasons for the changes in net financial indebtedness are described 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 consolidated financial statements include a statement of cash flows that shows the change in cash and cash equivalents from the beginning to the end of the period.
| (€ thousands) | First nine months 2019 |
First nine months 2018 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net profit (loss) attributable to the Group | 61,663 | 57,638 |
| Minority interests | 30 | (90) |
| Amortization, depreciation and write-downs: | ||
| - Intangible fixed assets | 42,593 | 26,333 |
| - Tangible fixed assets | 30,736 | 25,422 |
| - Right-of-use assets | 64,936 | - |
| Total amortization, depreciation and write-downs | 138,265 | 51,755 |
| Provisions, other non-monetary items and gain/losses from disposals | 27,515 | 12,734 |
| Group's share of the result of associated companies | (217) | (330) |
| Financial income and charges | 19,933 | 12,444 |
| Current and deferred income taxes | 24,564 | 23,144 |
| Change in assets and liabilities: | ||
| - Utilization of provisions | (6,574) | (6,386) |
| - (Increase) decrease in inventories | (7,179) | (8,259) |
| - Decrease (increase) in trade receivables | (10,705) | (1,471) |
| - Increase (decrease) in trade payables | (9,832) | (1,803) |
| - Changes in other receivables and other payables | (3,247) | (7,235) |
| Total change in assets and liabilities | (37,537) | (25,154) |
| Dividends received | 127 | 159 |
| Net interest charges | (17,501) | (11,846) |
| Taxes paid | (29,833) | (27,423) |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities | 187,009 | 93,031 |
| Repayment of lease liabilities | (59,647) | - |
| Cash flow generated from (absorbed) by operating activities | 127,362 | 93,031 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (23,117) | (11,802) |
| Purchase of tangible fixed assets | (37,517) | (31,760) |
| Consideration from sale of tangible fixed assets and businesses | 1,899 | 1,332 |
| Cash flow generated from (absorbed) by investing activities | (58,735) | (42,230) |
| Cash flow generated from operating and investing activities (Free cash flow) | 68,627 | 50,801 |
| Business combinations (*) | (53,008) | (72,688) |
| (Purchase) sale of other investments and securities | 3 | 397 |
| Net cash flow generated from acquisitions | (53,005) | (72,291) |
| Cash flow generated from (absorbed) by investing activities | (111,740) | (114,521) |
| (€ thousands) | First nine months 2019 |
First nine months 2018 |
|---|---|---|
| FINANCING ACTIVITIES: | ||
| Fees paid on medium/long-term financing | - | (146) |
| Other non-current assets | (33) | 1,220 |
| Dividends | (30,939) | (24,079) |
| Treasury shares | - | (7,833) |
| Capital increases (reduction), third parties' contributions in subsidiaries and dividends paid to third parties by the subsidiaries |
(53) | 26 |
| Cash flow generated from (absorbed) by financing activities | (31,025) | (30,812) |
| Changes in net financial indebtedness | (15,403) | (52,302) |
| Net financial indebtedness at the beginning of the period | (840,856) | (296,265) |
| Effect of discontinued operations on net financial indebtedness | - | 22 |
| Effect of exchange rate fluctuations on net financial indebtedness | (492) | (71) |
| Changes in net indebtedness | (15,403) | (52,302) |
| Net financial indebtedness at the end of the period | (856,751) | (348,616) |
(*) The item refers to the net cash flows used in the acquisition of businesses and equity investments.
The change in net financial debt of €15,895 thousand is attributable to:
- Investing activities:
- capital expenditure on property, plant and equipment and intangible assets of €60,634 thousand relating primarily to the opening, renewal and repositioning of stores consistent with Amplifon's new brand image, CRM systems, digital marketing, as well as a new ERP system for back office functions (Human Resources, Procurement, Administration and Finance);
- acquisitions amounting to €53,008 thousand, including the impact of the acquired companies' debt and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years;
- net proceeds from the disposal of assets of €1,902 thousand.
- Operating activities:
- interest payable on financial indebtedness and other net financial expenses of €17,501 thousand;
- payment of taxes amounting to €29,833 thousand;
- payment of principle on lease obligations of €59,647 thousand;
- cash flow generated by operations of €174,696 thousand.
- Financing activities:
- payment of €30,939 thousand in dividends to shareholders;
- increase in other non-current assets of €33 thousand;
- net proceeds from capital increases following the exercise of stock options of €148 thousand;
- payment of €201 thousand in dividends to minorities by subsidiaries.
- Exchange losses of €492 thousand.
The non-recurring transactions described above had a negative impact on cash flow of €9,500 thousand in the first nine months of 2019, attributable to the costs incurred for the GAES acquisition made at the end of 2018 and its integration.
ACQUISITION OF COMPANIES AND BUSINESSES
The Group's external growth continued in the first nine months of 2019. 97 points of sale were acquired for a total investment of €53,008 thousand, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years.
More in detail, in the first nine months:
- 52 points of sale were acquired in Germany;
- 37 points of sale were acquired in France;
- 2 points of sale and 2 customer lists were acquired in Switzerland;
- 1 customer list was acquired in the United Kingdom;
- 1 point of sale was acquired in Israel;
- 1 point of sale was acquired in Andorra;
- 1 point of sale that was previously part of the indirect channel and a customer list relating to one store was acquired in the United States;
- - 3 points of sale were acquired in Canada.
OUTLOOK
Amplifon expects to continue recording a favorable, above market trend in revenues in the last quarter of 2019 thanks to the contribution of all the geographic areas in which it operates, driven by solid organic growth, the integration of GAES and the contribution of acquisitions, mainly in France and Germany. In 2019, the Company also expects the recurring EBITDA margin to be higher than in 2018, even after the consolidation of GAES. Lastly, Amplifon expects to proceed at a steady pace with the execution of its strategic plan for 2020 thanks, above all, to the progressive roll-out of the Amplifon Product Experience in other countries and the integration of GAES. The current results for GAES are exceeding expectations and the restructuring carried out is expected to generate significant synergies in the future.
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.
CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS AS AT 30 SEPTEMBER 2019
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| (€ thousands) | 30/09/2019 | 31/12/2018 (*) |
Change | |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Goodwill | Note 4 | 1,205,795 | 1,161,598 | 44,197 |
| Intangible fixed assets with a finite useful life | Note 5 | 362,069 | 359,402 | 2,667 |
| Tangible fixed assets | Note 6 | 195,469 | 188,968 | 6,501 |
| Right-of-use assets | Note 7 | 429,760 | - | 429,760 |
| Investments valued at equity | 2,224 | 2,025 | 199 | |
| Long-term hedging instruments | 10,504 | 3,725 | 6,779 | |
| Deferred tax assets | 82,530 | 75,204 | 7,326 | |
| Contract costs | 6,874 | 5,594 | 1,280 | |
| Other assets | 65,162 | 60,679 | 4,483 | |
| Total non-current assets | 2,360,387 | 1,857,195 | 503,192 | |
| Current assets | ||||
| Inventories | 71,956 | 61,713 | 10,243 | |
| Trade receivables | 181,570 | 169,454 | 12,116 | |
| Contract costs | 3,706 | 3,853 | (147) | |
| Other receivables | 84,476 | 73,380 | 11,096 | |
| Hedging instruments | 2,633 | - | 2,633 | |
| Other financial assets | 60 | 200 | ||
| Cash and cash equivalents | 89,915 | 35,330 | ||
| Current assets | 469,846 | 398,375 | 71,471 | |
| TOTAL ASSETS | 2,830,233 | 2,255,570 | 574,663 |
(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price. The Group has adopted IFRS 16 since 1 January 2019 applying the retrospective modified approach.
| (€ thousands) | 30/09/2019 | 31/12/2018 (*) |
Change | |
|---|---|---|---|---|
| LIABILITIES | ||||
| Net Equity | ||||
| Share capital | Note 8 | 4,528 | 4,527 | 1 |
| Share premium reserve | 202,712 | 202,565 | 147 | |
| Treasury shares | (30,834) | (50,933) | 20,099 | |
| Other reserves | (26,531) | (24,186) | (2,345) | |
| Retained earnings | 423,948 | 362,503 | 61,445 | |
| Profit (loss) for the period | 61,663 | 100,443 | (38,780) | |
| Group net equity | 635,486 | 594,919 | 40,567 | |
| Minority interests | 1,251 | 1,028 | 223 | |
| Total net equity | 636,737 | 595,947 | 40,790 | |
| Non-current liabilities | ||||
| Medium/long-term financial liabilities | Note 10 | 803,576 | 872,669 | (69,093) |
| Lease liabilities | Note 11 | 355,138 | - | 355,138 |
| Provisions for risks and charges | 51,166 | 49,619 | 1,547 | |
| Liabilities for employees' benefits | 23,626 | 20,290 | 3,336 | |
| Long-term hedging instruments | 7,037 | 1,957 | 5,080 | |
| Deferred tax liabilities | 100,211 | 98,932 | 1,279 | |
| Payables for business acquisitions | 14,691 | 16,136 | (1,445) | |
| Contract liabilities | 129,783 | 118,791 | 10,992 | |
| Other long-term debt | 11,109 | 7,411 | 3,698 | |
| Total non-current liabilities | 1,496,337 | 1,185,805 | 310,532 | |
| Current liabilities | ||||
| Trade payables | 167,558 | 173,100 | (5,542) | |
| Payables for business acquisitions | 13,339 | 12,643 | 696 | |
| Contract liabilities | 95,218 | 93,692 | 1,526 | |
| Other payables | 157,875 | 150,818 | 7,057 | |
| Hedging instruments | - | 58 | (58) | |
| Provisions for risks and charges | 17,101 | 4,916 | 12,185 | |
| Liabilities for employees' benefits | 486 | 476 | 10 | |
| Short-term financial liabilities | Note 10 | 167,232 | 38,115 | 129,117 |
| Lease liabilities | Note 11 | 78,350 | - | 78,350 |
| Total current liabilities | 697,159 | 473,818 | 223,341 | |
| TOTAL LIABILITIES | 2,830,233 | 2,255,570 | 574,663 |
(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price. The Group has adopted IFRS 16 since 1 January 2019 applying the retrospective modified approach.
CONSOLIDATED INCOME STATEMENT
| (€ thousands) | First nine months 2019 | First nine months 2018 (*) | ||||||
|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | Change | ||
| Revenues from sales and services | 1,224,741 | - | 1,224,741 | 962,771 | - | 962,771 | 261,970 | |
| Operating costs | (963,216) | (18,372) | (981,588) | (814,850) | (262) | (815,112) | (166,476) | |
| Other income and costs | 1,085 | - | 1,085 | 2,644 | (5,742) | (3,098) | 4,183 | |
| Gross operating profit (loss) (EBITDA) | 262,610 | (18,372) | 244,238 | 150,565 | (6,004) | 144,561 | 99,677 | |
| Amortization, depreciation and impairment |
||||||||
| Amortization of intangible fixed assets Note 5 | (42,110) | - | (42,110) | (26,254) | - | (26,254) | (15,856) | |
| Depreciation of tangible fixed assets | Note 6 | (30,047) | (166) | (30,213) | (25,202) | - | (25,202) | (5,011) |
| Depreciation of right-of-use assets | Note 7 | (64,936) | - | (64,936) | - | - | - | (64,936) |
| Impairment and impairment reversals of non-current assets |
(808) | (198) | (1,006) | (299) | - | (299) | (707) | |
| (137,901) | (364) | (138,265) | (51,755) | - | (51,755) | (86,510) | ||
| Operating profit (loss) (EBIT) | 124,709 | (18,736) | 105,973 | 98,810 | (6,004) | 92,806 | 13,167 | |
| Financial income, charges and value adjustments to financial assets |
||||||||
| Group's share of the result of associated companies valued at equity |
217 | - | 217 | 330 | - | 330 | (113) | |
| Other income and charges, impairment and revaluations of financial assets |
3 | - | 3 | (77) | - | (77) | 80 | |
| Interest income and expense | (10,672) | - | (10,672) | (11,226) | (67) | (11,293) | 621 | |
| Other financial income and expense | (9,027) | - | (9,027) | (463) | - | (463) | (8,564) | |
| Exchange gains and losses | 108 | - | 108 | (542) | - | (542) | 650 | |
| Gain (loss) on assets measured at fair value |
(345) | - | (345) | (69) | - | (69) | (276) | |
| (19,716) | - | (19,716) | (12,047) | (67) | (12,114) | (7,602) | ||
| Profit (loss) before tax | 104,993 | (18,736) | 86,257 | 86,763 | (6,071) | 80,692 | 5,565 | |
| Current and deferred income tax | Note 13 |
(29,281) | 4,717 | (24,564) | (24,838) | 1,694 | (23,144) | (1,420) |
| Total net profit (loss) | 75,712 | (14,019) | 61,693 | 61,925 | (4,377) | 57,548 | 4,145 | |
| Net profit (loss) attributable to Minority interests |
30 | - | 30 | (90) | - | (90) | 120 | |
| Net profit (loss) attributable to the Group |
75,682 | (14,019) | 61,663 | 62,015 | (4,377) | 57,638 | 4,025 | |
| Income (loss) and earnings per share (€ per share) | Note 15 | First nine months 2019 |
First nine months 2018 |
|||||
| Earnings per share - Base - Diluted |
0.27839 0.27309 |
0.26264 0.25733 |
(*) The Group has adopted IFRS 16 since 1 January 2019 applying the retrospective modified approach.
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
| (€ thousands) | 30/09/2019 | 30/09/2018 |
|---|---|---|
| Net income (loss) for the period | 61,693 | 57,548 |
| Other comprehensive income (expense) that will not be reclassified subsequently to profit or loss: |
||
| Remeasurement of defined benefit plans | (1,730) | 282 |
| Tax effect on items of other comprehensive income (expense) that will not be reclassified subsequently to profit or loss |
312 | (21) |
| Total other comprehensive income (expense) that will not be reclassified subsequently to profit or loss after the tax effect (A) |
(1,418) | 261 |
| Other comprehensive income (expense) that will be reclassified subsequently to profit or loss |
||
| Gains/(losses) on cash flow hedging instruments | (1,441) | (2,989) |
| Gains/(losses) from the foreign currency basis spread on derivatives | 170 | - |
| Net exchange rate gains (losses) from translation of financial statements of foreign entities | 3,180 | (10,171) |
| Tax effect on items of other comprehensive income (expense) that will be reclassified subsequently to profit or loss |
305 | 717 |
| Total other comprehensive income (expense) that will be reclassified subsequently to profit or loss after the tax effect (B) |
2,214 | (12,443) |
| Total other comprehensive expense (A)+(B) | 796 | (12,182) |
| Comprehensive income (expense) for the period | 62,489 | 45,366 |
| Attributable to the Group | 62,359 | 45,425 |
| Attributable to Minority interests | 130 | (59) |
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY (*)
| Share | Share premium |
Legal | Other | Treasury shares |
Stock option and stock |
|
|---|---|---|---|---|---|---|
| (€ thousands) | capital | reserve | reserve | reserves | reserve | grant reserve |
| Balance at 1 January 2018 as reported |
4,527 | 202,412 | 934 | 3,636 | (60,217) | 30,387 |
| Variation for introduction of new | ||||||
| accounting standards Balance at 1 January 2018 |
||||||
| restated | 4,527 | 202,412 | 934 | 3,636 | (60,217) | 30,387 |
| Allocation of profit for 2017 | ||||||
| Share capital increase | 68 | |||||
| Treasury shares | (7,833) | |||||
| Dividend distribution | ||||||
| Notional cost of stock options and stock grants |
11,941 | |||||
| Other changes | 31 | 17,947 | (11,242) | |||
| Total comprehensive income (expense) for the period |
||||||
| - Hedge accounting | ||||||
| - Actuarial gains (losses) | ||||||
| - Translation difference | ||||||
| - Profit for the first nine months of 2018 |
||||||
| Balance at 30 September 2018 | 4,527 | 202,511 | 934 | 3,636 | (50,103) | 31,086 |
| Share | Treasury | Stock option | ||||
| Share | premium | Legal | Other | shares | and stock | |
| (€ thousands) Balance at 1 January 2019 |
capital 4,527 |
reserve 202,565 |
reserve 934 |
reserves 3,636 |
reserve (50,933) |
grant reserve 34,569 |
| Allocation of profit for 2018 | ||||||
| Share capital increase | 1 | 147 | ||||
| Treasury shares | ||||||
| Dividend distribution | ||||||
| Notional cost of stock options and | ||||||
| stock grants | 11,106 | |||||
| Other changes | 20,099 | (14,147) | ||||
| Total comprehensive income (expense) for the period |
||||||
| - Hedge accounting | ||||||
| - Actuarial gains (losses) | ||||||
| - Translation difference | ||||||
| - Profit for the first nine months of 2019 |
||||||
| Balance at 30 September 2019 | 4,528 | 202,712 | 934 | 3,636 | (30,834) | 31,528 |
(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.
| 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 |
|---|---|---|---|---|---|---|---|
| (7,282) | (5,324) | 355,714 | (36,684) | 100,578 | 588,681 | (263) | 588,418 |
| (52,587) | (52,587) | (52,587) | |||||
| (7,282) | (5,324) | 303,127 | (36,684) | 100,578 | 536,094 | (263) | 535,831 |
| 100,578 | (100,578) | - | - | ||||
| 68 | 68 | ||||||
| (7,833) | (7,833) | ||||||
| (24,079) | (24,079) | (24,079) | |||||
| 11,941 | 11,941 | ||||||
| (7,633) | (897) | 530 | (367) | ||||
| (2,272) | 261 | (10,202) | 57,638 | 45,425 | (59) | 45,366 | |
| (2,272) | (2,272) | (2,272) | |||||
| 261 | 261 | 261 | |||||
| (10,202) | (10,202) | 31 | (10,171) | ||||
| 57,638 | 57,638 | (90) | 57,548 | ||||
| (9,554) | (5,063) | 371,993 | (46,886) | 57,638 | 560,719 | 208 | 560,927 |
| Foreign | ||||||||
|---|---|---|---|---|---|---|---|---|
| Cash flow | Curr. Basis | Actuarial | Profit (loss) | Total | ||||
| hedge | Spread | gains and | carried | Translation | Profit (loss) | Shareholders' | Minority | Total net |
| reserve | reserve | (losses) | forward | difference | for the period | equity | interests | equity |
| (8,012) | - | (7,123) | 362,503 | (48,190) | 100,443 | 594,919 | 1,028 | 595,947 |
| 100,443 | (100,443) | - | - | |||||
| 148 | 148 | |||||||
| - | - | |||||||
| (30,939) | (30,939) | (30,939) | ||||||
| 11,106 | 11,106 | |||||||
| 689 | (689) | (8,059) | (2,107) | 93 | (2,014) | |||
| (1,095) | 129 | (1,418) | 3,080 | 61,663 | 62,359 | 130 | 62,489 | |
| (1,095) | 129 | (966) | (966) | |||||
| (1,418) | (1,418) | (1,418) | ||||||
| 3,080 | 3,080 | 100 | 3,180 | |||||
| 61,663 | 61,663 | 30 | 61,693 | |||||
| (8,418) | (560) | (8,541) | 423,948 | (45,110) | 61,663 | 635,486 | 1,251 | 636,737 |
CONSOLIDATED CASH FLOW STATEMENT
| OPERATING ACTIVITIES Net profit (loss) 61,693 Amortization, depreciation and write-downs: - intangible fixed assets 42,593 - tangible fixed assets 30,736 - right-of-use assets 64,936 - goodwill - Provisions, other non-monetary items and gain/losses from disposals 27,515 Group's share of the result of associated companies (217) Financial income and charges 19,933 Current, deferred tax assets and liabilities 24,564 Cash flow from operating activities before change in working capital 271,753 Utilization of provisions (6,574) (Increase) decrease in inventories (7,179) Decrease (increase) in trade receivables (10,705) Increase (decrease) in trade payables (9,832) Changes in other receivables and other payables (3,247) Total change in assets and liabilities (delta working capital) (37,537) Dividends received 127 Interest received (paid) (17,145) Taxes paid (29,833) Cash flow generated from (absorbed by) operating activities (A) 187,365 INVESTING ACTIVITIES: Purchase of intangible fixed assets (23,117) Purchase of tangible fixed assets (37,517) Consideration from sale of tangible fixed assets 1,899 Cash flow generated from (absorbed by) operating investing activities (B) (58,735) (42,230) Purchase of subsidiaries and business units (54,065) Increase (decrease) in payables through business acquisition 924 (Purchase) sale of other investments and securities 3 Cash flow generated from (absorbed by) acquisition activities (C) (53,138) Cash flow generated from (absorbed by) investing activities (B+C) (111,873) FINANCING ACTIVITIES: Increase (decrease) in financial payables 51,556 35,239 (Increase) decrease in financial receivables (3,654) Derivatives instruments and other non-current assets - Commissions paid for medium/long-term financing - (146) Repayment of lease liabilities (59,647) Other non-current assets and liabilities (33) Treasury shares - (7,833) Dividends distributed (30,939) (24,079) Capital increases and minority shareholders' contributions and dividends paid to third (53) parties by subsidiaries Cash flow generated from (absorbed by) financing activities (D) (42,770) Net increase in cash and cash equivalents (A+B+C+D) 32,722 |
First nine months | First nine months | |
|---|---|---|---|
| (€ thousands) | 2019 | 2018 | |
| 57,548 | |||
| 26,333 | |||
| 25,422 | |||
| - | |||
| - | |||
| 12,734 | |||
| (330) | |||
| 12,444 | |||
| 23,144 | |||
| 157,295 | |||
| (6,386) | |||
| (8,259) | |||
| (1,471) | |||
| (1,803) | |||
| (7,235) | |||
| (25,154) | |||
| 159 | |||
| (18,241) | |||
| (27,423) | |||
| 86,638 | |||
| (11,802) | |||
| (31,760) | |||
| 1,332 | |||
| (74,633) | |||
| (1,302) | |||
| 397 | |||
| (75,538) | |||
| (117,768) | |||
| (92) | |||
| - | |||
| - | |||
| 1,220 | |||
| 26 | |||
| 4,335 | |||
| (26,795) |
| First nine months | First nine months | |
|---|---|---|
| (€ thousands) | 2019 | 2018 |
| Cash and cash equivalents at beginning of period | 89,915 | 124,082 |
| Effect of discontinued operations on cash & cash equivalents | - | (150) |
| Effect of exchange rate fluctuations on cash & cash equivalents | 1,551 | (200) |
| Liquid assets acquired | 1,057 | 1,945 |
| Flows of cash and cash equivalents | 32,722 | (26,795) |
| Cash and cash equivalents at end of period | 125,245 | 98,882 |
Related-party transactions refer 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 expenses and loans. They are detailed in Note 16. The impact of these transactions on the Group's cash flows is not material.
SUPPLEMENTARY INFORMATION TO STATEMENT OF CONSOLIDATED CASH FLOWS
The fair value of the assets and liabilities acquired are summarized in the following table:
| (€ thousands) | First nine months 2019 |
First nine months 2018 |
|---|---|---|
| - Goodwill | 41,464 | 37,084 |
| - Customer lists | 18,581 | 19,715 |
| - Trademarks and non-competition agreements | - | - |
| - Other intangible fixed assets | 2,156 | 182 |
| - Tangible fixed assets | 1,385 | 2,203 |
| - Right-of-use assets | 1,478 | - |
| - Financial fixed assets | - | 24,853 |
| - Current assets | 4,385 | 3,522 |
| - Provisions for risks and charges | (4) | (2) |
| - Current liabilities | (2,575) | (6,887) |
| - Other non-current assets and liabilities | (11,684) | (6,598) |
| - Minority interests | - | (52) |
| Total investments | 55,186 | 74,020 |
| Net financial indebtedness acquired | (1,121) | 613 |
| Total business combinations | 54,065 | 74,633 |
| (Increase) decrease in payables through business acquisition | (924) | 1,302 |
| Purchase (sale) of other investments and securities | (3) | (397) |
| Cash flow absorbed by (generated from) acquisitions | 53,138 | 75,538 |
| (Cash and cash equivalents acquired) | (1,057) | (1,945) |
| Net cash flow absorbed by (generated from) acquisitions | 52,081 | 73,593 |
NOTES
1. General Information
The Amplifon Group is a global leader in the distribution of hearing solutions and the fitting of customized products.
The parent, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is controlled directly by Ampliter S.r.l. which is owned through a majority stake (93,82% as at 30 September 2019) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.
The condensed interim consolidated financial statements at 30 September 2019 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 2019. The International Accounting Standards endorsed after that date and before the preparation of these condensed interim consolidated financial statements are adopted in the preparation of the condensed interim consolidated financial statements only if early adoption is allowed by the Endorsing Regulation and the standard itself and if the Group has elected to do so.
The condensed interim consolidated financial statements at 30 September 2019 do not include all the additional information required by the annual financial statements, and must be read together with the annual consolidated financial statements of the Group at 31 December 2018.
The condensed interim consolidated financial statements at 30 September 2019 have been prepared in accordance with the new standard IFRS 16 "Leases" which resulted in changes to the accounting policies and related adjustments to amounts recognized in the financial statements. The modifications introduced are illustrated in the following section. No modifications were made to the other standards with respect to those used in preparing the consolidated financial statements at 31 December 2018.
The publication of the condensed interim consolidated financial statements of the Amplifon Group at 30 September 2019 was authorized by a resolution of the Board of Directors of 30 October 2019 which approved their publication.
Pursuant to the Consob Communication of 28 July 2006, it is specified that during the first nine months of 2019 the Group did not carry out atypical and/or unusual transactions, as defined by the Communication itself.
2. Changes in the accounting policies
IFRS 16 "Leases" replaced the accounting rules called for in IAS 17, as well as the interpretation of IFRIC 4 "Determining whether an Arrangement contains a Lease", SIC-15 "Operating Leases - Incentives" and SIC-27 "Evaluating the Substance of Transactions involving the Legal Form of a Lease" and was applied as of 1 January 2019.
Pursuant to the new standard, the lessee must recognize an asset, namely the right-of-use of the leased asset over the duration of the lease (the right-of-use asset) and a liability, namely the lease payments that must be made in the future (the lease liability) as of the lease's effective date.
The interest on lease liabilities and the depreciation of the right-of-use assets are accounted for separately in the income statement.
There are two exceptions to which the standard does not apply: low-value and short-term leases.
Scope of application:
The Amplifon Group contracts that fall within the scope of the standard include mainly the lease of stores, headquarters, warehouses, cars and other electronic machinery.
Transition method:
The Amplifon Group opted to transition using the modified retrospective approach.
More in detail, based on the modified retrospective approach for the leases classified previously as operating leases:
- the lessee must assume the leasing liabilities like the present value of remaining payments over the remaining lease term discounted using the incremental borrowing rate at the initial application date;
- the lessee must recognize a right-of-use asset at the date of initial application for leases classified previously as operating leases. As allowed under the standard, the Amplifon Group opted to value the right-of-use asset as a lease lability, adjusted by the amount of any prepaid or accrued lease payments recognized in the latest statement of financial position prior to initial adoption.
In accordance with the standard, the Group opted for the following practical expedients:
- to exclude the initial direct costs stemming from the right-of-use measurement as at 1 January 2019;
- not to apply the standard to low-value assets like computers, printers, electronic equipment (IFRS 16.5.b) and short-term contracts (IFRS 16.5.a). For these contracts, the introduction of IFRS 16 will not result in the recognition of the lease liability and the related right-of-use, but the lease paid will be recognized in the income statement on a straight-line basis over the lease term.
Use of estimates:
The transition to IFRS 16 required certain professional judgements to be made including the definition of a few accounting policies and the use of assumptions and estimates relating to the lease term, as well as the determination of the incremental borrowing rate, as summarized below:
- lease term: the duration was determined on a lease-by-lease basis and is comprised of the "non-cancellable" period along with the impact of any extension or early termination clauses if exercise of that clause is reasonably certain. This property valuation took into account circumstances and facts specific to each asset;
- incremental borrowing rate: in most of the lease agreements stipulated by the Group, there is no implicit interest rate, therefore the discount rate applied to future rent payments was determined using the risk-free rate in the country where the agreement was executed, with expirations consistent with the term of the specific lease agreement plus the parent's credit spread (deduced from the main financing agreements negotiated by the parent for the Group) and any costs for additional guarantees.
Impact:
Adoption of the standard as of 1 January 2019 resulted in an increase in the right-of-use assets and lease liabilities equal to the present value of future installments payable over the lease term, as shown below. Upon first application, the right-of-use was also adjusted to reflect any prepayments made at 1 January 2019.
| (thousands of Euros) | 01/01/2019 | Change for IFRS 16 adoption |
01/01/2019 w/o IFRS 16 |
|---|---|---|---|
| Non-current assets | |||
| Right-of-use assets | 442,063 | 442,063 | - |
| Current assets | |||
| Non-financial prepayments and accrued income | 71,123 | (2,257) | 73,380 |
| (thousands of Euros) | 01/01/2019 | Change for IFRS 16 adoption |
01/01/2019 w/o IFRS 16 |
| Non-current liabilities | |||
| Lease liabilities | 368,117 | 368,117 | - |
| Current liabilities | |||
3. Restatement of 2018 Balance Sheet data figures according to the temporary allocation of the GAES acquisition price
During the first six months of 2019, with the support of an independent expert, a temporary but essentially complete fair value was recognized for the assets acquired and liabilities assumed relating to the acquisition of GAES occurred at the end of 2018. Therefore, the comparison figures in the consolidated financial statements at 31 December 2018 were restated as summarized below.
| 31/12/2018 | Fair value temporary |
31/12/2018 after temporary |
|
|---|---|---|---|
| (thousands of Euros) | allocation | allocation | |
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 1,258,848 (*) | (97,250) | 1,161,598 |
| Intangible fixed assets with a finite useful life | 223,832 | 135,570 (**) | 359,402 |
| Tangible fixed assets | 188,651 | 317 | 188,968 |
| Investments valued at equity | 2,025 | - | 2,025 |
| Long-term hedging instruments | 3,725 | - | 3,725 |
| Deferred tax assets | 74,641 | 563 | 75,204 |
| Contract costs | 5,594 | - | 5,594 |
| Other assets | 60,679 | - | 60,679 |
| Total non-current assets | 1,817,995 | 39,200 | 1,857,195 |
| Current assets | |||
| Inventories | 61,770 | (57) | 61,713 |
| Trade receivables | 169,454 | - | 169,454 |
| Contract costs | 3,853 | - | 3,853 |
| Other receivables | 75,387 | (2,007) | 73,380 |
| Hedging instruments | - | - | - |
| Other assets | 60 | - | 60 |
| Cash and cash equivalents | 89,915 | - | 89,915 |
| Current assets | 400,439 | (2,064) | 398,375 |
| TOTAL ASSETS | 2,218,434 | 37,136 | 2,255,570 |
(*) Considering that the GAES acquisition was finalized at the end of 2018, a temporary goodwill of €513,286 thousand was recognized in the consolidated Balance Sheet.
(**) The temporary allocation to intangible assets with a finite useful life is detailed as follows: customer lists for €76,170 thousand, trademarks for € 49,000 thousand, licenses for €7,400 thousand and software for €3,000 thousand.
Interim Report as at 30 September 2019 > Consolidated Financial Statements
| Fair value | 31/12/2018 | ||
|---|---|---|---|
| (€ thousands) | 31/12/2018 | temporary allocation |
after temporary allocation |
| LIABILITIES | |||
| Net Equity | |||
| Share capital | 4,527 | - | 4,527 |
| Share premium reserve | 202,565 | - | 202,565 |
| Treasury shares | (50,933) | - | (50,933) |
| Other reserves | (24,186) | - | (24,186) |
| Retained earnings | 362,503 | - | 362,503 |
| Profit for the period | 100,443 | - | 100,443 |
| Group net equity | 594,919 | - | 594,919 |
| Minority interests | 1,183 | (155) | 1,028 |
| Total net equity | 596,102 | (155) | 595,947 |
| Non-current liabilities | |||
| Medium/long-term financial liabilities | 872,669 | - | 872,669 |
| Provisions for risks and charges | 48,043 | 1,576 | 49,619 |
| Liabilities for employees' benefits | 20,290 | - | 20,290 |
| Long-term hedging instruments | 1,957 | - | 1,957 |
| Deferred tax liabilities | 64,885 | 34,047 | 98,932 |
| Payables for business acquisitions | 16,136 | - | 16,136 |
| Contract liabilities | 118,791 | - | 118,791 |
| Other long-term debt | 7,411 | - | 7,411 |
| Total non-current liabilities | 1,150,182 | 35,623 | 1,185,805 |
| Current liabilities | |||
| Trade payables | 173,649 | (549) | 173,100 |
| Payables for business acquisitions | 12,643 | - | 12,643 |
| Contract liabilities | 93,692 | - | 93,692 |
| Other payables | 150,749 | 69 | 150,818 |
| Hedging instruments | 58 | - | 58 |
| Provisions for risks and charges | 2,768 | 2,148 | 4,916 |
| Liabilities for employees' benefits | 476 | - | 476 |
| Short-term financial liabilities | 38,115 | - | 38,115 |
| Total current liabilities | 472,150 | 1,668 | 473,818 |
| TOTAL LIABILITIES | 2,218,434 | 37,136 | 2,255,570 |
The temporary purchase price allocation did not impact the consolidated income statement at 31 December 2018 as the transaction was completed at the end of December.
4. Acquisitions and goodwill
During the first nine months of 2019 the Group continued its external growth and finalized many acquisitions with the aim of increasing the coverage: specifically, 93 points of sale were purchased in the EMEA region and 4 in the Americas.
The total investment, including the debt consolidated and the best estimate of the net change in the earn-out linked to sales and profitability targets payable over the next few years, amounted to €53,008 thousand.
The variations of goodwill and of the amounts recognized as such, stemming from the acquisitions performed during the period, are reported in the table below and shown by cash generating unit.
| Net carrying | ||||||
|---|---|---|---|---|---|---|
| Value at | Business | Other net | value at | |||
| (€ thousands) | 31/12/2018 | combinations | Disposals | Impairment | changes | 30/09/2019 |
| Italy | 540 | 8,025 | - | - | - | 8,565 |
| France | 115,022 | 9,532 | - | - | - | 124,554 |
| Spain | 401,034 (*) | - | - | - | - | 401,034 |
| Portugal | 13,497 | - | - | - | - | 13,497 |
| Hungary | 1,018 | - | - | - | (17) | 1,001 |
| Switzerland | 13,624 | 229 | - | - | 520 | 14,373 |
| The Netherlands | 32,781 | - | - | - | - | 32,781 |
| Belgium and Luxemburg | 14,733 | - | - | - | - | 14,733 |
| Germany | 187,817 | 21,988 | - | - | - | 209,805 |
| Poland | 217 | - | - | - | - | 217 |
| United Kingdom and Ireland | 8,442 | - | - | - | 84 | 8,526 |
| Turkey | 1,026 | - | - | - | (1) | 1,025 |
| Israel | 3,720 | 464 | - | - | 46 | 4,230 |
| USA and Canada | 88,611 | 1,226 | - | - | 5,245 | 95,082 |
| Latin America | 33,572 (*) | - | - | - | (4,425) | 29,147 |
| Australia and New Zealand | 227,190 | - | - | - | 1,248 | 228,438 |
| China | 17,756 | - | - | - | - | 17,756 |
| India | 998 | - | - | - | 33 | 1,031 |
| Total | 1,161,598 (*) | 41,464 | - | - | 2,733 | 1,205,795 |
(*) 2018 balances were restated according to the Purchase Price Allocation relating to GAES acquisition as described in note 3.
"Business combinations" refers to the temporary allocation to goodwill relating to the portion of the purchase price paid which is not directly attributable to the fair value of assets and liabilities but is rather based on the positive contribution to cash flow that is expected to be made for an indefinite period of time.
The item "Other net changes" is almost entirely related to differences in exchange rates.
5. Intangible assets
The following table shows the changes in intangible assets.
| (€ thousands) | Historical cost at 31/12/2018 (*) |
Accumulated amortization and impairment at 31/12/2018 (*) |
Carrying amount at 31/12/2018 (*) |
Historical cost at 30/09/2019 |
Accumulated amortization and impairment at 30/09/2019 |
Carrying amount at 30/09/2019 |
|---|---|---|---|---|---|---|
| Software | 122,838 | (84,195) | 38,643 | 142,585 | (96,205) | 46,380 |
| Licenses | 21,369 | (11,191) | 10,178 | 21,961 | (14,002) | 7,959 |
| Non-competition agreements | 6,459 | (5,808) | 651 | 7,336 | (6,639) | 698 |
| Customer lists | 353,108 | (137,874) | 215,234 | 373,212 | (159,032) | 214,180 |
| Trademarks and concessions | 81,495 | (18,875) | 62,620 | 81,378 | (22,883) | 58,495 |
| Other | 25,541 | (10,100) | 15,441 | 26,852 | (11,420) | 15,432 |
| Fixed assets in progress and advances |
16,635 | - | 16,635 | 18,925 | - | 18,925 |
| Total | 627,445 | (268,043) | 359,402 | 672,249 | (310,180) | 362,069 |
| Carrying | ||||||||
|---|---|---|---|---|---|---|---|---|
| amount at | Other | Carrying | ||||||
| (€ thousands) | 31/12/2018 (*) |
Investments | Disposals | Amortization | Business combinations |
Impairment | net changes |
amount at 30/09/2019 |
| Software | 38,643 | 8,325 | (6) | (13,007) | 1,909 | - | 10,516 | 46,380 |
| Licenses | 10,178 | 509 | - | (2,811) | 15 | - | 68 | 7,959 |
| Non-competition agreements |
651 | 400 | - | (659) | - | - | 306 | 698 |
| Customer lists | 215,234 | - | - | (20,260) | 18,581 | - | 625 | 214,180 |
| Trademarks and concessions |
62,620 | - | - | (4,072) | - | - | (53) | 58,495 |
| Other | 15,441 | 1,262 | (250) | (1,368) | 232 | (217) | 332 | 15,432 |
| Fixed assets in progress and advances |
16,635 | 12,621 | - | - | - | (65) | (10,266) | 18,925 |
| Total | 359,402 | 23,117 | (256) | (42,177) | 20,737 | (282) | 1,528 | 362,069 |
(*) 2018 balances were restated according to the Purchase Price Allocation relating to GAES acquisition as described in note 3.
The variation of the item "Business combinations" is detailed as follows:
- For €20,286 thousand to the temporary allocation of the considerations paid for the acquisitions made in EMEA;
- For €451 thousand to the temporary allocation of the consideration paid for the acquisitions made in the Americas.
The increase in intangible assets in the period is attributable primarily to investments in CRM systems, in digital marketing and in the new system of business transformation for the backoffice functions (HR, Procurement and Administration and Finance).
"Other net changes" refers primarily to exchange rate fluctuations during the period and to the recognition of work in progress completed in the period and relating to the specific items in the financial statements.
6. Tangible fixed assets
The following table shows the changes in tangible fixed assets.
| (€ thousands) Land |
Historical cost at 31/12/2018 (*) 168 |
Accumulated depreciation and impairment at 31/12/2018 (*) - |
Carrying amount at 31/12/2018 (*) 168 |
Historical cost at 30/09/2019 166 |
Accumulated depreciation and impairment at 30/09/2019 - |
Carrying amount at 30/09/2019 166 |
|---|---|---|---|---|---|---|
| Buildings, construction and leasehold improvements |
223,218 | (135,555) | 87,663 | 236,941 | (148,334) | 88,607 |
| Plant and machinery | 54,124 | (38,577) | 15,547 | 58,101 | (41,739) | 16,362 |
| Industrial and commercial equipment |
48,368 | (33,612) | 14,756 | 50,548 | (36,431) | 14,117 |
| Motor vehicles | 5,931 | (4,238) | 1,693 | 3,136 | (2,066) | 1,070 |
| Computers and office machinery |
53,823 | (41,131) | 12,692 | 58,714 | (45,629) | 13,085 |
| Furniture and fittings | 114,341 | (72,675) | 41,666 | 122,068 | (79,085) | 42,983 |
| Other tangible fixed assets | 2,273 | (1,295) | 978 | 2,433 | (1,403) | 1,030 |
| Fixed assets in progress and advances |
13,805 | - | 13,805 | 18,049 | - | 18,049 |
| Total | 516,051 | (327,083) | 188,968 | 550,156 | (354,687) | 195,469 |
| Carrying amount at 31/12/2018 |
Business | Other net |
Carrying amount at |
|||||
|---|---|---|---|---|---|---|---|---|
| (€ thousands) | (*) | Investments | Disposals | Depreciation | combinations | Impairment | changes | 30/09/2019 |
| Land | 168 | - | - | - | - | - | (2) | 166 |
| Buildings, construction and leasehold improvements |
87,663 | 11,355 | (639) | (13,247) | 344 | (411) | 3,542 | 88,607 |
| Plant and machinery | 15,547 | 2,821 | - | (2,767) | 382 | (146) | 525 | 16,362 |
| Industrial and commercial equipment |
14,756 | 1,812 | (33) | (2,574) | 89 | (1) | 68 | 14,117 |
| Motor vehicles | 1,693 | 133 | (42) | (196) | 8 | - | (526) | 1,070 |
| Computers and office machinery |
12,692 | 4,362 | (31) | (4,739) | 60 | (6) | 747 | 13,085 |
| Furniture and fittings | 41,666 | 6,685 | (6) | (6,496) | 437 | (143) | 840 | 42,983 |
| Other tangible fixed assets | 978 | 255 | (1) | (194) | - | (17) | 9 | 1,030 |
| Fixed assets in progress and advances |
13,805 | 10,094 | (31) | - | 65 | - | (5,884) | 18,049 |
| Total | 188,968 | 37,517 | (783) | (30,213) | 1,385 | (724) | (681) | 195,469 |
(*) 2018 balances were restated according to the Purchase Price Allocation relating to GAES acquisition as described in note 3.
The investments made in the period refer primarily to network expansion with the opening of new stores and renewal of existing ones based on the Group's new brand image.
The variation of the item "Business combinations" is related:
- for €1,330 thousand, is related to the temporary allocation of the price related to the acquisitions made in the EMEA region;
- for €55 thousand, is related to the temporary allocation of the price related to the acquisitions made in the Americas region.
"Other net changes" refers primarily to exchange rate fluctuations during the period and to the recognition of work in progress completed in the period and relating to the specific items in the financial statements.
7. Right-of-use assets
The right-of-use assets are detailed as follows:
| Accumulated depreciation |
Accumulated depreciation |
|||||
|---|---|---|---|---|---|---|
| and | Carrying | and | Carrying | |||
| (€ thousands) | Historical cost at 31/12/2018 |
impairment at 31/12/2018 |
amount at 31/12/2018 |
Historical cost at 30/09/2019 |
impairment at 30/09/2019 |
amount at 30/09/2019 |
| Stores and offices | - | - | - | 481,134 | (61,192) | 419,942 |
| Motor vehicles | - | - | - | 14,851 | (5,290) | 9,561 |
| Computers and office machinery |
- | - | - | 323 | (66) | 257 |
| Total | - | - | - | 496,308 | (66,548) | 429,760 |
| Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Carrying | for new | Other | Carrying | ||||||
| amount at | standards | Business | net | amount at | |||||
| (€ thousands) | 31/12/2018 | adoption | Investments | Disposals | Depreciation | combinations | Impairment | changes | 30/09/2019 |
| Stores and offices |
- | 434,305 | 50,224 | (3,947) | (61,312) | 1,476 | - | (804) | 419,942 |
| Motor vehicles | - | 7,387 | 6,032 | (206) | (3,559) | 2 | - | (95) | 9,561 |
| Computers and office machinery |
- | 371 | 2 | (53) | (65) | - | - | 2 | 257 |
| Total | - | 442,063 | 56,258 | (4,206) | (64,936) | 1,478 | - | (897) | 429,760 |
The Group has adopted IFRS 16 since 1 January 2019 applying the retrospective modified approach, determining the recognition of right-of-use assets as of 1 January 2019 without the restatement of previous period figures.
8. Share capital
At 30 September 2019 the share capital comprised 226,388,620 ordinary shares with a par value of €0.02, fully paid in and subscribed. The share capital at 31 December 2018 comprised 226,353,620 shares. The increase recorded in the period is attributable to the exercise of 35,000 stock options, equivalent to 0.015% of the share capital.
In relation to the Stock Grant Plan 2019-2025, on 7 May 2019, the Board of Directors resolved to assign, based on the recommendations of the Remuneration and Appointments Committee and pursuant to Art. 84 bis, par. 5 of Consob Regulation n. 11971/1999, as amended, the first award cycle of the stock grant (for the period 2019-2021) which calls for the assignment of 620,000 shares per target.
A total of 2,087,165 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.
In the period there were no purchases of treasury shares.
The total amount of treasury shares held at 30 September 2019 equals 3,628,580 or 1.603% of the parent's share capital.
Information relating to the treasury shares held is shown below:
| Average purchase price (Euro) | Total amount | |||
|---|---|---|---|---|
| No. of shares | FV of transferred rights (Euro) | (€ thousands) | ||
| Held at 31 December 2018 | 5,715,745 | 8.911 | 50,933 | |
| Purchases | - | - | - | |
| Transfers due to exercise of Performance Stock grants | (2,087,165) | 8.911 | (18,599) | |
| Total at 30 September 2019 | 3,628,580 | 8.911 | 32,334 |
9. Net financial position
In accordance with the requirements of the Consob communication dated 28 July 2006 and in compliance with the CESR (now ESMA) recommendation of 10 February 2005 "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", the Group's net financial position at 30 September 2019 was as follows:
| (€ thousands) | 30/09/2019 | 31/12/2018 | Change |
|---|---|---|---|
| Liquid funds | (125,245) | (89,915) | (35,330) |
| Other financial assets | (200) | - | (200) |
| Private placement 2013-2025 | 18,367 | - | 18,367 |
| Payables for business acquisitions | 13,339 | 12,643 | 696 |
| Bank overdraft and other short-term loans from third parties (including current portion of medium/long-term debt) |
142,601 | 34,852 | 107,749 |
| Other financial payables | 7,047 | 5,530 | 1,517 |
| Non-hedge accounting derivative instruments | (2,845) | 58 | (2,903) |
| Short-term financial indebtedness | 53,064 | (36,832) | 89,896 |
| Private placement 2013-2025 | 101,019 | 113,537 | (12,518) |
| Finance lease obligations | - | 385 | (385) |
| Other medium/long-term debt | 703,626 | 760,275 | (56,649) |
| Hedging derivatives | (15,649) | (12,645) | (3,004) |
| Medium/long-term acquisition payables | 14,691 | 16,136 | (1,445) |
| Net medium and long-term financial indebtedness | 803,687 | 877,688 | (74,001) |
| Net financial indebtedness | 856,751 | 840,856 | 15,895 |
| Lease liabilities (*) | 433,488 | - | 433,488 |
| Total lease liabilities & net financial indebtedness | 1,290,239 | 840,856 | 1,290,239 |
(*) The Group has adopted IFRS 16 since 1 January 2019 applying to the retrospective modified approach, determining the recognition of rightof-use assets as of 1 January 2019 without the restatement of previous period figures.
The medium/long-term portion of the net financial position reached €803,687 thousand at 30 September 2019 versus €877,688 thousand at 31 December 2018, a difference of €74,001 thousand. The decrease posted in the period is attributable mainly to the substitution of revolving unsecured credit lines, totaling €40 million, with hot money at better rates (included in short-term debt) and the reclassification as short-term debt of a portion of the syndicated loan used to finance the GAES acquisition and other long-term loans.
The short-term portion of the net financial position went from a positive €36,832 thousand at 31 December 2018 to a negative €53,064 thousand at 30 September 2019, a change of €89,896 thousand. The short-term portion refers primarily to hot money (€100,000 thousand), the shortterm portion of the syndicated loan (€33,125 thousand), the short-term portion of the private placement (€15,522 thousand), the short term portion of other long-term bank loans (€6,666 thousand), interest payable on bank loans and the private placement (€3,182 thousand), the best estimate of the deferred payments for acquisitions (€13,339 thousand), as well as cash and cash equivalents of €125,245 thousand.
In order to reconcile the above items with the statement of financial position, a breakdown of the following items is provided.
Long-term bank loans and the private placement 2013-2025 are shown in the statement of financial position:
a. under the caption "Medium/long-term financial liabilities" for the non-current portion.
| (€ thousands) | 30/09/2019 |
|---|---|
| Private placement 2013-2025 | 101,019 |
| Syndicated loan for GAES acquisition | 483,625 |
| Other medium/long-term debt | 220,000 |
| Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition | (1,068) |
| Medium/long-term financial liabilities | 803,576 |
b. under the caption "Short-term financial liabilities" for the current portion.
| (€ thousands) | 30/09/2019 |
|---|---|
| Bank overdraft and other short-term debt (including current portion of other long-term debt) | 142,601 |
| Private placement 2013-2025 | 18,367 |
| Other financial payables | 7,047 |
| Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition | (783) |
| Short-term financial liabilities | 167,232 |
All the other items in the net financial indebtedness table correspond to items in the statement of financial position.
10. Financial liabilities
Long-term financial liabilities breakdown is as follows:
| (€ thousands) | 30/09/2019 | 31/12/2018 | Change |
|---|---|---|---|
| Private placement 2013-2025 | 101,019 | 113,537 | (12,518) |
| Syndicated loan for GAES acquisition | 483,625 | 503,500 | (19,875) |
| Other medium/long-term debt | 220,000 | 256,775 | (36,775) |
| Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition |
(1,068) | (1,528) | 460 |
| Finance lease obligations | - | 385 | (385) |
| Total medium/long-term financial liabilities | 803,576 | 872,669 | (69,093) |
| Short term debt | 167,232 | 38,115 | 129,117 |
| - of which current portion for the financing for GAES acquisition | 33,125 | 26,500 | 6,625 |
| - of which current portion of private placement 2013-2025 | 18,367 | - | 18,367 |
| - of which current portion of other short-term bank loans | 6,666 | 3,538 | 3,128 |
| - of which fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition |
(783) | (2,268) | 1,485 |
| - of which current-portion of lease obligations | - | 837 | (837) |
| Total short-term financial liabilities | 167,232 | 38,115 | 129,117 |
| Total financial liabilities | 970,808 | 910,784 | 60,024 |
The main financial liabilities are detailed below.
- Syndicated loan for the GAES acquisition
An unsecured syndicated bank loan negotiated with five top-tier banks for the acquisition of GAES comprised of two tranches:
- a first tranche (Facility A), a €265 million amortizing loan which expires on 28 September 2023;
- a second tranche (Facility B), a €265 million 18-month bullet loan which may be extended through 28 September 2023 at Amplifon's discretion by exercising the option before 28 March 2020 in order to ensure both the certainty of long-term financing and the flexibility to refinance through debt capital market issues or other forms of financing.
| Issue Date | Debtor | Maturity | Nominal value at negotiation date (/000) |
Nominal value at 30/09/2019 (/000) |
Nominal interest rate (*) |
|---|---|---|---|---|---|
| 18/12/2018 | Amplifon S.p.A. | 28/09/2023 | 265,000 | 251,750 | 1.582% |
| 18/12/2018 | Amplifon S.p.A. | 28/03/2020 extendable to 28/09/2023 |
265,000 | 265,000 | 0.689% |
| Total in Euro | 530,000 | 516,750 |
(*) The nominal interest rate is equal to Euribor plus a spread.
The initial spread is 1.45% for Facility A and 0.80% for Facility B.
With regard to the first tranche, the floating Euribor rate will be converted into a fixed rate of 0.132% effective 18 June 2019. The spread applied to Facility A depends on the Group's net financial indebtedness/EBITDA ratio while for Facility B the spread is 0.8% for the first six months, 1.0% for the second 6 months and 1.35% for the last 6 months. If the loan is extended the spread will depend on the Group's net debt/EBITDA ratio.
The following table shows the applicable rates depending on the ratio of net financial position over Group EBITDA:
| Ratio between the Group's net financial position and EBITDA | Facility A | Facility B |
|---|---|---|
| Higher than 3.50x | 1.65% | 1.85% |
| Less or equal than 3.50x but higher than 3.00x | 1.45% | 1.65% |
| Less or equal than 3.00x but higher than 2.50x | 1.25% | 1.45% |
| Less or equal than 2.50x but higher than 2.00x | 1.10% | 1.30% |
| Less or equal than 2.00x | 0.95% | 1.15% |
- Private placement 2013-2025 It is a US\$130 million private placement made in the US by Amplifon USA.
| Issue Date | Issuer | Maturity | Currency | Nominal value (/000) |
Fair value (/000) |
Nominal interest rate |
Euro interest rate after hedging (*) |
|---|---|---|---|---|---|---|---|
| 30/05/2013 | Amplifon USA | 31/07/2020 | US\$ | 7,000 | 7,171 | 4.10% | 3.39% |
| 30/05/2013 | Amplifon USA | 31/07/2023 | US\$ | 8,000 | 8,929 | 4.71% | 3.90% |
| 31/07/2013 | Amplifon USA | 31/07/2020 | US\$ | 13,000 | 13,324 | 4.15% | 3.42% |
| 31/07/2013 | Amplifon USA | 31/07/2023 | US\$ | 52,000 | 58,083 | 4.76% | 3.90%-3.94% |
| 31/07/2013 | Amplifon USA | 31/07/2025 | US\$ | 50,000 | 59,138 | 4.91% | 4.00%-4.05% |
| Total | 130,000 | 146,645 |
(*) 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.
- Bank loans
4 medium/long-term unsecured bank loans totaling €200 million and a medium/long-term revolving credit line as shown in the following table.
| Issue Date | Issuer | Type | Maturity | Nominal value at negotiation date (/000) |
Nominal value at 30/09/2019 (/000) |
Fair value (/000) |
Effective rate (*) |
|---|---|---|---|---|---|---|---|
| 28/09/2017 | Amplifon S.p.A. | Bullet financing | 28/09/2021 | 100,000 | 100,000 | 101,411 | 0.987% |
| 24/10/2017 | Amplifon S.p.A. | Amortizing financing |
31/10/2022 | 50,000 | 50,000 | 51,235 | 1.329% |
| 23/03/2018 | Amplifon S.p.A. | Bullet financing | 22/03/2022 | 30,000 | 30,000 | 30,591 | 1.00% |
| 11/01/2018 | Amplifon S.p.A. | Bullet financing | 11/01/2022 | 20,000 | 16,667 | 16,850 | 1.04% |
| 19/12/2016 | Amplifon S.p.A. | Revolving line | 19/12/2021 | 20,000 | 20,000 | 20,000 | 0.543% |
| 21/12/2016 | Amplifon S.p.A. | Revolving line | 21/12/2021 | 10,000 | 10,000 | 10,000 | 0.75% |
| Total in Euro | 230,000 | 226,667 | 230,087 |
(*) With reference to the financing, the rate is composed of the fixed rate plus the applicable margin.
The following loans:
- the USD 130 million private placement 2013-2025 (equal to €100.9 million including the fair value of the currency hedges which set the €/USD exchange rate at 1.2885);
- the EUR 196,7 million medium/long-term bilateral loans with top-tier banking institutions;
- the EUR 195 million in medium/long-term revolving irrevocable credit lines of which 30 million issued at 30 September 2019
are subject to the covenants listed below:
- the ratio of Group net financial indebtedness to Group shareholders' equity must not exceed 1.65;
- the ratio of net financial indebtedness to EBITDA recorded in the last four quarters (determined excluding the fair value of the share-based payments and based only on recurring business and restated if the Group's structure should change significantly) must not exceed 2.85.
In the event of relevant acquisitions, the above ratios may be increased to 2.20 and 3.26 respectively, for a period of not more than 12 months, 2 times over the life of the respective loans.
The syndicated loan granted for the GAES acquisition, amounting to €530 million, is subject to the following covenants:
- the ratio of net financial indebtedness to EBITDA recorded in the last four quarters (determined excluding the fair value of the share-based payments and based only on the recurring business and restated if the Group's structure should change significantly) must not exceed 2.85;
- the ratio of EBITDA recorded in the last four quarters (determined excluding the fair value of the share-based payments and based only on the recurring business and restated if the Group's structure should change significantly) and net interest paid in the last 4 quarters must exceed 4.9. As this last covenant is more restrictive it also applied to the private placement.
Following the recent introduction of the new accounting principles IFRS 9, 15 and 16, which resulted in significant adjustments to the amounts recognized in the financial statements, Amplifon re-defined the covenants with banks and financial investors in order to preserve same headroom for Amplifon and same protection level to lenders.
As at 30 September 2019 the ratios, which confirm the covenant requirements, were as follows:
| Value at | |
|---|---|
| 30/09/2019 | |
| Net financial indebtedness/Group net equity | 1.35 |
| Net financial indebtedness/EBITDA for the last 4 quarters | 2.20 |
| EBITDA for the last 4 quarters/Net financial expenses | 31.22 |
The above-mentioned ratios were determined based on EBITDA restated for the main changes in the Group structure and normalized for the application of the new IFRS 16 to the figures of the last quarter of 2018.
| (€ thousands) | Value at 30/09/2019 |
|---|---|
| Group EBITDA first nine months 2019 | 244,238 |
| EBITDA October-December 2018 without IFRS 16 | 80,906 |
| IFRS 16 impact on EBITDA October-December 2018 | 19,008 |
| Fair value of share-based payments (October 2018-September 2019) | 15,057 |
| EBITDA normalized (from acquisitions and disposals) | 4,816 |
| IFRS 16 impact on EBITDA related to acquisitions | 3,082 |
| Acquisitions and non-recurring costs | 22,487 |
| EBITDA for covenant calculation | 389,594 |
The same agreements are also subject to other covenants applied in current international practice which limit the ability to issue guarantees, complete sale and lease back operations and execute extraordinary transactions involving the sale of assets.
The remaining €0.1 million in medium/long-term financial indebtedness, including the shortterm portion, is not subject to any covenants.
11. Lease liabilities
Lease liabilities stem from lease agreements. These liabilities are equal to the present value of future rents payable over the lease term.
The financial lease liabilities are shown in the statement of financial position as follows:
| (€ thousands) | 30/09/2019 | Effect of first-time IFRS 16 application as of 01/01/2019 |
|---|---|---|
| Short-term lease liabilities | 78,350 | 71,689 |
| Long-term lease liabilities | 355,138 | 368,117 |
| Lease liabilities | 433,488 | 439,806 |
During the reporting period the following expense items were recognized in the income statement:
| (€ thousands) | 30/09/2019 |
|---|---|
| Interest paid on leased assets | 8,516 |
| Costs relating to short-term and low-value leases | 8,479 |
12. Revenues from sales and services
| (€ thousands) | First nine months 2019 | First nine months 2018 | Change |
|---|---|---|---|
| Revenues from sales of products | 1,082,950 | 851,679 | 231,271 |
| Revenues from services | 141,791 | 111,092 | 30,699 |
| Revenues from sales and services | 1,224,741 | 962,771 | 261,970 |
Consolidated revenues from sales and services amounted to €1,224,741 thousand in the first nine months of 2019, an increase of €261,970 thousand (+27.2%) compared to the same period of the previous year. This result reflects the significant contribution of acquisitions (particularly GAES, consolidated from an income statement standpoint as of 1 January 2019) of €191.375 thousand (+19.9%), net of the disposal of Direito de Ouvir Amplifon Brazil SA finalized at the beginning of the second quarter of 2018, and the above market organic growth which, including the contribution of the newly opened stores, amounted to €59,756 thousand (+6.2%). Net exchange rate gains came to €10,839 thousand (+1.1%) driven primarily by the strengthening of the USD against the Euro.
13. Taxes
The Group's tax rate came to 28.5% compared to 28.7% at 30 September 2018. Net of the losses recorded by subsidiaries for which, in accordance with the principle of prudence, deferred tax assets are not recognized, the tax rate would have been 23.6% (24.6% in the same period of the prior year).
14. Non-recurring significant events
The period was impacted by the following non-recurring items:
| (€ thousands) | First nine months 2019 | First nine months 2018 | |
|---|---|---|---|
| Operating costs | GAES acquisition and integration costs | (18,372) | (6,004) |
| Amortization, depreciation and impairment |
Depreciation and impairment of GAES intangible assets |
(364) | - |
| Financial expenses | Financial expenses related to the financing of GAES acquisition |
- | (67) |
| Profit before tax | (18,736) | (6,071) | |
| Tax | Impact of the above items on the tax burden for the period |
4,717 | 1,694 |
| Total | (14,019) | (4,377) |
15. Earnings (loss) per share
Basic Earnings (loss) per share
Basic earnings (loss) per share is obtained by dividing the net profit for the year attributable to the ordinary shareholders of the parent company by the weighted average number of shares outstanding in the year, considering purchases and disposals of own shares as cancellations and issues of shares.
Earnings per share are determined as follows:
| Earnings per share | First nine months 2019 | First nine months 2018 |
|---|---|---|
| Net profit (loss) attributable to ordinary shareholders (€ thousand) | 61,663 | 57,638 |
| Average number of shares outstanding in the period | 221,502,419 | 219,459,488 |
| Average earnings per share (€ per share) | 0.27839 | 0.26264 |
Diluted earnings (loss) per share
Diluted earnings (loss) per share is obtained by dividing the net profit for the period attributable to the ordinary shareholders of the parent 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' attribution. 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 2019 | First nine months 2018 |
|---|---|---|
| Average number of shares outstanding in the period | 221,502,419 | 219,459,488 |
| Weighted average of potential and diluting ordinary shares | 4,294,741 | 4,527,443 |
| Weighted average of shares potentially subject to options in the period | 225,797,159 | 223,986,931 |
The diluted earnings per share were determined as follows:
| Diluted earnings per share | First nine months 2019 | First nine months 2018 |
|---|---|---|
| Net profit attributable to ordinary shareholders (€ thousand) | 61,663 | 57,638 |
| Average number of shares outstanding in the period | 225,797,159 | 223,986,931 |
| Average diluted earnings per share (€) | 0.27309 | 0.25733 |
16. Transactions with parent companies and related parties
The parent, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is controlled directly by Ampliter S.r.l. which is owned through a majority stake (93.82% as at 30 September 2019) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.
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) | 30/09/2019 | First nine months 2019 | ||||||
|---|---|---|---|---|---|---|---|---|
| Trade receivables |
Trade payable |
Other receivables |
Other assets |
Revenues for sales and services |
Operating costs |
Interest income and expense |
||
| Amplifin S.p.A. | 232 | 1,748 | (5) | 17 | ||||
| Total – Parent | 232 | - | 1,748 | - | - | (5) | 17 | |
| Comfoor BV (The Netherlands) | 246 | (2,428) | 125 | |||||
| Comfoor GmbH (Germany) | 1 | (21) | ||||||
| Ruti Levinson Institute Ltd (Israel) | 186 | 204 | (17) | |||||
| Afik - Test Diagnosis & Hearing Aids Ltd (Israel) |
61 | 22 | 365 | |||||
| Total – Other related parties | 247 | 247 | - | 22 | 569 | (2,466) | 125 | |
| Total | 479 | 247 | 1,748 | 22 | 569 | (2,471) | 142 | |
| Total as per financial statements | 181,570 | 167,558 | 84,476 | 65,162 | 1,224,741 | (981,588) | (10,672) | |
| % of financial statements total | 0.26% | 0.15% | 2.07% | 0.03% | 0.05% | 0.25% | -1.33% |
The following table details transactions with related parties:
The trade and other receivables, revenues from sales and services and other income with related parties refer primarily to:
- the recovery of maintenance costs and building fees and the recharge of personnel expense to Amplifin S.p.A.;
- the receivables due by Amplifin S.p.A. for the renovation of the headquarters based on modern and efficient standards for the use of workspaces;
- the trade receivables due 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 and to joint ventures from which hearing protection devices are purchased and then distributed in Group stores.
17. Contingent liabilities
Currently the Group is not exposed to any other particular risks or uncertainties.
18. Financial risk management
The condensed interim consolidated financial statements at 30 September 2019 do not include all the additional information on financial risk management that is required in annual financial statements, therefore reference is made to the consolidated financial statements of the Group at 31 December 2018 for a detailed analysis of financial risk management.
19. Translation of foreign companies' financial statements
The exchange rates used to translate non-Euro zone companies' financial statements are as follows:
| 30 September 2019 | 2018 | 30 September 2018 | |||
|---|---|---|---|---|---|
| Average exchange rate |
As at 30 September |
As at 31 December |
Average exchange rate |
As at 30 September |
|
| Panamanian balboa | 1.1236 | 1.0889 | 1.145 | 1.1942 | 1.1576 |
| Australian dollar | 1.6077 | 1.6126 | 1.622 | 1.576 | 1.605 |
| Canadian dollar | 1.4935 | 1.4426 | 1.561 | 1.537 | 1.506 |
| New Zealand dollar | 1.6928 | 1.7375 | 1.706 | 1.707 | 1.751 |
| Singapore dollar | 1.5332 | 1.506 | 1.559 | 1.600 | 1.584 |
| US dollar | 1.1236 | 1.0889 | 1.145 | 1.194 | 1.158 |
| Hungarian florin | 323.0732 | 334.83 | 320.98 | 317.514 | 324.370 |
| Swiss franc | 1.1179 | 1.0847 | 1.127 | 1.161 | 1.132 |
| Egyptian lira | 19.1576 | 17.738 | 20.511 | 21.239 | 20.755 |
| Turkish lira | 6.339 | 6.1491 | 6.059 | 5.510 | 6.965 |
| New Israeli shekel | 4.0313 | 3.7877 | 4.297 | 4.248 | 4.212 |
| Argentine peso | 49.8762 | 62.3995 | 43.159 | 29.7336 | 46.0503 |
| Chilean peso | 770.61 | 791.24 | 794.370 | 750.71 | 764.18 |
| Colombian peso | 3,640.8 | 3,768.25 | 3,721.81 | 3,446.49 | 3,457.21 |
| Mexican peso | 21.6336 | 21.4522 | 22.492 | 22.7381 | 21.78 |
| Brazilian real | 4.3646 | 4.5288 | 4.444 | 4.297 | 4.654 |
| Chinese renminbi | 7.7135 | 7.7784 | 7.875 | 7.7789 | 7.9662 |
| Indian rupee | 78.8301 | 77.1615 | 79.730 | 80.191 | 83.916 |
| British pound | 0.88346 | 0.88573 | 0.895 | 0.884 | 0.887 |
| Polish zloty | 4.3011 | 4.3782 | 4.301 | 4.249 | 4.277 |
20. Segment reporting
In accordance with IFRS 8 "Operating Segments", the schedules related to each operating segment are shown below.
The Amplifon Group's business (distribution and customization of hearing solutions) is organized into 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), Americas (USA, Canada, Chile, Argentina, Ecuador, Colombia, Panama and Mexico) and Asia-Pacific (Australia, New Zealand, India and China).
The Group also operates via centralized Corporate functions (Corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8.
These areas of responsibility, which coincide with the geographical 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 by using the equity method. Financial expenses are not monitored insofar as they are based on corporate decisions regarding the financing of each region (own funds versus borrowings) and, consequently, neither are taxes. Items in the statement of financial position are analyzed by geographical area without being separated from the Corporate functions which remain part of EMEA. All the information relating to the income statement and the statement of financial position is determined using the same criteria and accounting standards used to prepare the consolidated financial statements.
Statement of Financial Position as at 30 September 2019 (*)
| (€ thousands) | EMEA | AMERICAS | ASIA PACIFIC |
ELIM. | CONSOLIDATED |
|---|---|---|---|---|---|
| Goodwill | 834,339 | 124,230 | 247,226 | - | 1,205,795 |
| Intangible fixed assets with a finite useful life | 289,106 | 26,687 | 46,276 | - | 362,069 |
| Tangible fixed assets | 156,283 | 13,507 | 25,679 | - | 195,469 |
| Right-of-use assets | 376,636 | 17,715 | 35,409 | - | 429,760 |
| Investments valued at equity | 2,224 | - | - | - | 2,224 |
| Hedging instruments | 10,504 | - | - | - | 10,504 |
| Deferred tax assets | 74,886 | 3,076 | 4,568 | - | 82,530 |
| Contract costs | 6,598 | 203 | 73 | - | 6,874 |
| Other assets | 24,877 | 39,438 | 847 | - | 65,162 |
| Total non-current assets | 2,360,387 | ||||
| Inventories | 63,492 | 4,710 | 3,754 | - | 71,956 |
| Receivables | 196,146 | 50,558 | 27,361 | (8,019) | 266,046 |
| Contract costs | 3,508 | 110 | 88 | - | 3,706 |
| Hedging instruments | 2,633 | - | - | - | 2,633 |
| Other assets | 260 | ||||
| Cash and cash equivalents | 125,245 | ||||
| Total current assets | 469,846 | ||||
| TOTAL ASSETS | 2,830,233 | ||||
| Net Equity | 636,737 | ||||
| Medium/long-term financial liabilities | 803,576 | ||||
| Lease liabilities | 355,138 | ||||
| Provisions for risks and charges | 20,549 | 30,090 | 527 | - | 51,166 |
| Liabilities for employees' benefits | 21,491 | 129 | 2,006 | - | 23,626 |
| Hedging instruments | 7,037 | - | - | - | 7,037 |
| Deferred tax liabilities | 70,790 | 18,725 | 10,696 | - | 100,211 |
| Payables for business acquisitions | 14,417 | 274 | - | - | 14,691 |
| Contract liabilities | 119,515 | 8,400 | 1,868 | - | 129,783 |
| Other long-term debt | 7,777 | 2,857 | 475 | - | 11,109 |
| Total non-current liabilities | 1,496,337 | ||||
| Trade payables | 116,697 | 42,256 | 16,617 | (8,012) | 167,558 |
| Payables for business acquisitions | 12,530 | 607 | 202 | - | 13,339 |
| Contract costs | 78,664 | 8,449 | 8,105 | - | 95,218 |
| Other payables | 138,992 | 8,244 | 10,646 | (7) | 157,875 |
| Hedging instruments | - | - | - | - | - |
| Provisions for risks and charges | 16,073 | 1,028 | - | - | 17,101 |
| Liabilities for employees' benefits | 417 | 69 | - | - | 486 |
| Short-term financial liabilities | 167,232 | ||||
| Lease liabilities | 78,350 | ||||
| Total current liabilities | 697,159 | ||||
| TOTAL LIABILITIES | 2,830,233 |
(*) The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.
Statement of Financial Position as at 31 December 2018 (*)
| (€ thousands) | EMEA | AMERICAS | ASIA PACIFIC |
ELIM. | CONSOLIDATED |
|---|---|---|---|---|---|
| Goodwill | 793,469 | 122,184 | 245,945 | - | 1,161,598 |
| Intangible fixed assets with finite useful life | 284,351 | 24,985 | 50,066 | - | 359,402 |
| Tangible fixed assets | 155,346 | 9,807 | 23,815 | - | 188,968 |
| Investments valued at equity | 2,025 | - | - | - | 2,025 |
| Hedging instruments | 3,725 | - | - | - | 3,725 |
| Deferred tax assets | 69,295 | 1,624 | 4,285 | - | 75,204 |
| Contract costs | 5,391 | 137 | 66 | 5,594 | |
| Other assets | 22,360 | 37,537 | 782 | - | 60,679 |
| Total non-current assets | 1,857,195 | ||||
| Inventories | 53,286 | 5,084 | 3,343 | - | 61,713 |
| Receivables | 184,712 | 42,338 | 17,420 | (1,636) | 242,834 |
| Contract costs | 3,660 | 120 | 73 | - | 3,853 |
| Other financial assets | 60 | ||||
| Cash and cash equivalents | 89,915 | ||||
| Total current assets | 398,375 | ||||
| TOTAL ASSETS | 2,255,570 | ||||
| Net Equity | 595,947 | ||||
| Medium/long-term financial liabilities | 872,669 | ||||
| Provisions for risks and charges | 21,862 | 27,240 | 517 | - | 49,619 |
| Liabilities for employees' benefits | 18,368 | 177 | 1,745 | - | 20,290 |
| Hedging instruments | 1,957 | - | - | - | 1,957 |
| Deferred tax liabilities | 69,677 | 17,337 | 11,918 | - | 98,932 |
| Payables for business acquisitions | 15,827 | 309 | - | - | 16,136 |
| Contract liabilities | 110,228 | 6,859 | 1,704 | - | 118,791 |
| Other long-term debt | 6,521 | 13 | 877 | - | 7,411 |
| Total non-current liabilities | 1,185,805 | ||||
| Trade payables | 123,002 | 39,716 | 12,011 | (1,629) | 173,100 |
| Payables for business acquisitions | 11,732 | 711 | 200 | - | 12,643 |
| Contract costs | 77,977 | 7,606 | 8,109 | - | 93,692 |
| Other payables | 134,058 | 6,729 | 10,038 | (7) | 150,818 |
| Hedging instruments | 58 | - | - | - | 58 |
| Provisions for risks and charges | 3,813 | 1,103 | - | - | 4,916 |
| Liabilities for employees' benefits | 410 | 66 | - | - | 476 |
| Short-term financial liabilities | 38,115 | ||||
| Total current liabilities | 473,818 | ||||
| TOTAL LIABILITIES | 2,255,570 |
(*) The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.
Moreover, 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.
Income Statement – First nine months 2019 (*)
| First nine months 2019 | |||||
|---|---|---|---|---|---|
| (€ thousands) | EMEA | AMERICAS | ASIA PACIFIC | CORPORATE | CONSOLIDATED |
| Revenues from sales and services | 877,827 | 203,382 | 140,218 | 3,314 | 1,224,741 |
| Operating costs | (691,449) | (159,105) | (98,446) | (32,588) | (981,588) |
| Other income and costs | 668 | 476 | (118) | 59 | 1,085 |
| Gross operating profit (loss) by segment (EBITDA) |
187,046 | 44,753 | 41,654 | (29,215) | 244,238 |
| Amortization, depreciation and impairment | |||||
| Amortization of intangible fixed assets | (26,263) | (3,613) | (6,758) | (5,476) | (42,110) |
| Depreciation of tangible fixed assets | (23,934) | (1,307) | (3,807) | (1,165) | (30,213) |
| Depreciation of right-of-use assets | (54,944) | (2,795) | (7,197) | - | (64,936) |
| Impairment and impairment reversals of non current assets |
(906) | - | (100) | - | (1,006) |
| (106,047) | (7,715) | (17,862) | (6,641) | (138,265) | |
| Operating profit (loss) by segment (EBIT) | 80,999 | 37,038 | 23,792 | (35,856) | 105,973 |
| Financial income, expense and value adjustments to financial assets |
|||||
| Group's share of the result of associated companies valued at equity |
217 | - | - | - | 217 |
| Other income and expense, impairment and revaluations of financial assets |
3 | ||||
| Interest income and expense | (10,672) | ||||
| Other financial income and expense | (9,027) | ||||
| Exchange gains and losses | 108 | ||||
| Gain (loss) on assets measured at fair value | (345) | ||||
| (19,716) | |||||
| Net profit (loss) before tax | 86,257 | ||||
| Current and deferred income tax | (24,564) | ||||
| Total net profit (loss) | 61,693 | ||||
| Minority interests | 30 | ||||
| Net profit (loss) attributable to the Group | 61,663 |
(*) For the purposes of reporting on economic figures by geographic area, please note that the Corporate structures are included in EMEA.
Income Statement – First nine months 2018 (*)
| First nine months 2018 | |||||||
|---|---|---|---|---|---|---|---|
| (€ thousands) | EMEA | AMERICAS | ASIA PACIFIC | CORPORATE | CONSOLIDATED | ||
| Revenues from sales and services | 661,423 | 168,023 | 131,585 | 1,740 | 962,771 | ||
| Operating costs | (554,681) | (135,914) | (96,927) | (27,590) | (815,112) | ||
| Other income and costs | 2,134 | 168 | 285 | (5,685) | (3,098) | ||
| Gross operating profit (loss) by segment (EBITDA) |
108,876 | 32,277 | 34,943 | (31,535) | 144,561 | ||
| Amortization, depreciation and impairment | |||||||
| Amortization of intangible fixed assets | (13,896) | (2,935) | (5,919) | (3,504) | (26,254) | ||
| Depreciation of tangible fixed assets | (19,735) | (909) | (4,087) | (471) | (25,202) | ||
| Impairment and impairment reversals of non current assets |
(214) | - | (85) | - | (299) | ||
| (33,845) | (3,844) | (10,091) | (3,975) | (51,755) | |||
| Operating profit (loss) by segment (EBIT) | 75,031 | 28,433 | 24,852 | (35,510) | 92,806 | ||
| Financial income, expense and value adjustments to financial assets |
|||||||
| Group's share of the result of associated companies valued at equity |
330 | - | - | - | 330 | ||
| Other income and expense, impairment and revaluations of financial assets |
(77) | ||||||
| Interest income and expense | (11,293) | ||||||
| Other financial income and expense | (463) | ||||||
| Exchange gains and losses | (542) | ||||||
| Gain (loss) on assets measured at fair value | (69) | ||||||
| (12,114) | |||||||
| Net profit (loss) before tax | 80,692 | ||||||
| Current and deferred income tax | (23,144) | ||||||
| Total net profit (loss) | 57,548 | ||||||
| Minority interests | (90) | ||||||
| Net profit (loss) attributable to the Group | 57,638 |
(*) For the purposes of reporting on economic figures by geographic area, please note that the Corporate structures are included in EMEA.
21. Accounting policies
21.1 Presentation of the financial statements
The condensed interim consolidated financial statements at 30 September 2019 were prepared in accordance with the historical cost method with the exception of derivatives, a few financial investments measured at fair value and assets and liabilities hedged against changes in fair value, as explained in more detail in this report, as well as on an ongoing concern basis.
With regard to reporting formats:
- in the statement of financial position, the Group distinguishes between non-current and current assets and liabilities;
- in the income statement, the Group classifies costs by nature insofar as this is deemed to more accurately represent the primarily commercial and distribution activities carried out by the Group;
- in addition to the net profit for the period, the statement of comprehensive income also shows the impact of exchange rate differences, changes in the hedging reserve and actuarial gains and losses that are recognized directly in equity; these items are subdivided based on whether they may subsequently be reclassified to profit or loss;
- in the statement of changes in net equity, the Group reports all the changes in net equity, including those deriving from shareholder transactions (payment of dividends and capital increases);
- the statement of cash flows is prepared using the indirect method to determine cash flow from operations.
21.2 Use of estimates in preparing the financial statements
The preparation of the financial statements and explanatory notes requires the use of estimates and assumptions particularly with regard to the following items:
- revenues from services rendered over time recognized based on the effort or the input expended to satisfy the performance obligation;
- allowances for impairment made based on the asset's estimated realizable value;
- provisions for risks and charges made based on a reasonable estimate of the amount of the potential liability, including with regard to any counterparty claims;
- provisions for obsolete inventory in order to align the carrying value of inventory with the estimated realizable value;
- provisions for employee benefits, calculated based on actuarial valuations;
- amortization and depreciation of intangible and tangible fixed assets recognized based on the estimated remaining useful life and the recoverable amount;
- income tax recognized based on the best estimate of the tax rate for the full year;
- IRSs and currency swaps (instruments not traded on regulated markets), marked to market at the reporting date based on the yield curve and market exchange rates, which are subject to credit/debit valuation adjustments based on market prices;
-
the lease term duration was determined on a lease-by-lease basis and is comprised of the "non-cancellable" period along with the impact of any extension or early termination clauses if exercise of that clause is reasonably certain. This property valuation took into account circumstances and facts specific to each asset;
-
the discount rate (incremental borrowing rate) applied to future rent payments was determined using the risk-free rate in the country where the agreement was executed, with expirations consistent with the term of the specific lease agreement plus the parent's credit spread and any costs for additional guarantees.
Estimates and assumptions are periodically reviewed, and any changes made, following the change of the circumstances or the availability of better information, are recognized in the income statement. The use of reasonable estimates is essential to the preparation of the financial statements and does not affect their overall reliability.
The Group tests goodwill for impairment at least once a year and quarterly if there are indicators of impairment. This calls for an estimate of the value in use of the cash-generating unit to which the goodwill has been allocated based on the estimated future cash flows and the after-tax discount rate consistent with market conditions at the date of the valuation.
International accounting standards and interpretations approved by the IASB and endorsed in Europe
| Description | Endorsement date |
Publication | Effective date | Effective date for Amplifon |
|---|---|---|---|---|
| IFRS 16 "Leases" | 31 Oct '17 | 9 Nov '17 | Periods beginning on or after 1 Jan '19 |
1 Jan '19 |
| Amendments to IFRS 9 "Financial instruments – Prepayment features with negative compensation" |
22 Mar '18 | 26 Mar '18 | Periods beginning on or after 1 Jan '19 |
1 Jan '19 |
| IFRIC 23 "Uncertainty over income tax treatments" |
23 Oct '18 | 24 Oct '18 | Periods beginning on or after 1 Jan '19 |
1 Jan '19 |
| Annual Improvements to IFRS Standards 2015-2017 Cycle |
14 Mar '19 | 15 Mar '19 | Periods beginning on or after 1 Jan '19 |
1 Jan '19 |
| Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28) |
8 Feb '19 | 11 Feb '19 | Periods beginning on or after 1 Jan '19 |
1 Jan '19 |
| Plan Amendment, Curtailment or Settlement (Amendments to IAS 19) |
13 Mar '19 | 14 Mar '19 | Periods beginning on or after 1 Jan '19 |
1 Jan '19 |
The following table lists the IFRS/interpretations approved by the IASB, endorsed in Europe and applied for the first time this year.
Please see note 2 for more information about the impact of IFRS 16 adoption.
During the year the Amplifon Group adopted the provisions of IFRS 9 relating to hedge accounting, for which IAS 39 had previously been used, which did not impact the valuation of the Group's assets, liabilities, costs and revenues.
With regard to the other standards and interpretations described above, adoption did not have a material impact on the valuation of the Group's assets, liabilities, costs and revenues.
Future accounting standards and interpretations
International Financial Reporting Standards and interpretations approved by the IASB but not yet endorsed in Europe
The International Financial Reporting Standards, interpretations and amendments to existing standards and interpretations approved by IASB, but not yet endorsed for adoption in Europe at 30 October 2019 are listed below:
| Description | Effective date |
|---|---|
| IFRS 17 "Insurance Contracts" (issued on 18 May 2017) | Periods beginning on or after 1 Jan '21 |
| Revised version of the IFRS Conceptual Framework (issued on 29 March 2018) |
Periods beginning on or after 1 Jan '20 |
| Amendments to IFRS 3: "Business Combinations" (issued on 22 October 2018) |
Periods beginning on or after 1 Jan '20 |
| Amendments to IAS 1 and IAS 8: "Definition of Material" (issued on 31 October 2018) |
Periods beginning on or after 1 Jan '20 |
| Amendments to IFRS 9, IAS 39 and IFRS 7: "Interest Rate Benchmark Reform" (issued on 26 September 2019) |
Periods beginning on or after 1 Jan '20 |
The adoption of the standards and interpretations above is not expected to have a material impact on the valuation of the Group's assets, liabilities, costs and revenues.
22. Subsequent events
The main events that took place after the end of the year are described below.
During the month of October, the group has continued its external growth through acquisitions and purchased about 16 stores in Spain, Germany, France, Switzerland and Canada.
After 30 September 2019 the group continued its stock grant remuneration program and granted 30,461 treasury shares as at 30 October 2019. As at the date of the above financial statements, the total of treasury shares in portfolio is 3,598,119 corresponding to 1.589% of the company share capital.
Milan, 30 October 2019
On behalf of the Board of Directors CEO Enrico Vita
Annexes
Consolidation scope
As required by articles 38 and 39 of Law 127/91 and article 126 of Consob's resolution 11971 dated 14 May 1999, as amended by resolution 12475 dated 6 April 2000, the following is the list of companies included in the consolidation scope of Amplifon S.p.A. at 30 September 2019.
Parent company:
| Company name | Head office | Currency | Share capital |
|---|---|---|---|
| Amplifon S.p.A. | Milan (Italy) | EUR | 4,527,772 |
Subsidiaries consolidated using the line-by-line method:
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at 30/09/2019 |
|---|---|---|---|---|---|
| Amplifon Rete | Milan (Italy) | D | EUR | 11,500 | 4.4% |
| Otohub S.r.l. | Naples (Italy) | D | EUR | 28,571 | 100.0% |
| Amplifon France SAS | Arcueil (France) | D | EUR | 98,550,898 | 100.0% |
| SCI Eliot Leslie | Lyon (France) | I | EUR | 610 | 100.0% |
| Aides Auditives de France SAS | Clermont-Ferrand (France) |
I | EUR | 30,000 | 100.0% |
| Audio-Conseil SAS | Angers (France) | I | EUR | 100,000 | 100.0% |
| Conversons Paris 19 Sarl | Paris (France) | I | EUR | 1,000 | 100.0% |
| Conversons Couëron SAS | Paris (France) | I | EUR | 1,000 | 100.0% |
| Audiosons Nantes SAS | Paris (France) | I | EUR | 16,000 | 100.0% |
| Amplifon France Holding | Arcueil (France) | D | EUR | 1 | 100.0% |
| OLM SAS | Paris (France) | I | EUR | 5,000 | 100.0% |
| Conversons 91 | Paris (France) | I | EUR | 14,000 | 100.0% |
| Conversons 93 Sarl | Paris (France) | I | EUR | 10,000 | 100.0% |
| Conversons Lyon SAS | Paris (France) | I | EUR | 1,000 | 100.0% |
| Entendre - Blandine Lannee SAS | Dax (France) | I | EUR | 4,000 | 100.0% |
| Cap Audition SAS | La Rochelle (France) | I | EUR | 10,000 | 100.0% |
| Laboratoire d'Audiologie Eric Hans SAS | Belfort (France) | I | EUR | 380,000 | 100.0% |
| Audiolor SAS | Thionville (France) | I | EUR | 7,125 | 100.0% |
| Audition Paca SAS | Thionville (France) | I | EUR | 5,000 | 100.0% |
| Acovoux SAS | Paris (France) | I | EUR | 50,000 | 100.0% |
| Audition-Assas.com Sarl | Paris (France) | I | EUR | 201,000 | 100.0% |
| Espace de Correction Auditive SAS | Thionville (France) | I | EUR | 7,500 | 100.0% |
| Amplifon Iberica SA | Zaragoza (Spain) | D | EUR | 26,578,809 | 100.0% |
| Fundación Amplifon Iberica | Madrid (Spain) | I | EUR | 30,000 | 100.0% |
| Microson S.A. | Barcelona (Spain) | D | EUR | 61,752 | 100.0% |
| Blambos S.L. | Barcelona (Spain) | I | EUR | 5,959,600 | 100.0% |
| Oidos Audionatur S.L. | Alicante (Spain) | I | EUR | 90,000 | 100.0% |
| Nicer Beta S.L. | Barcelona (Spain) | I | EUR | 33,012 | 100.0% |
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at |
|---|---|---|---|---|---|
| Centeralia S.L. | Barcelona (Spain) | I | EUR | 3,012 | 30/09/2019 100.0% |
| Servicios Audiologicos Castilla y Leon S.L. |
Valladolid (Spain) | I | EUR | 27,900 | 100.0% |
| Auditiva 2014 S.A. | Andorra la Vella (Andorra) |
I | EUR | 3,000 | 100.0% |
| Amplifon Portugal SA | Lisboa (Portugal) | I | EUR | 5,720,187 | 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% |
| Amplifon Nederland BV | Doesburg (The Netherlands) |
D | EUR | 74,212,052 | 100.0% |
| Auditech BV | Doesburg (The Netherlands) |
I | EUR | 22,500 | 100.0% |
| Electro Medical Instruments BV | Doesburg (The Netherlands) |
I | EUR | 16,650 | 100.0% |
| Beter Horen BV | Doesburg (The Netherlands) |
I | EUR | 18,000 | 100.0% |
| Amplifon Customer Care Service BV | Elst (The Netherlands) | I | EUR | 18,000 | 100.0% |
| Amplifon Belgium NV | Bruxelles (Belgium) | D | EUR | 495,800 | 100.0% |
| Amplifon Luxemburg Sarl | Luxemburg (Luxemburg) | I | EUR | 50,000 | 100.0% |
| Amplifon RE SA | Luxemburg (Luxemburg) | D | EUR | 3,700,000 | 100.0% |
| Amplifon Deutschland GmbH | Hamburg (Germany) | D | EUR | 6,026,000 | 100.0% |
| Focus Hören AG | Willroth (Germany) | I | EUR | 485,555 | 100.0% |
| Focus Hören Deutschland GmbH | Willroth (Germany) | I | EUR | 25,000 | 100.0% |
| Amplifon Poland Sp. z o.o. | Lodz (Poland) | D | PLN | 3,343,580 | 100.0% |
| Amplifon UK Ltd | Manchester (UK) | D | GBP | 76,600,000 | 100.0% |
| Amplifon Ltd | Manchester (UK) | I | GBP | 1,800,000 | 100.0% |
| Ultra Finance Ltd | Manchester (UK) | I | GBP | 75 | 100.0% |
| Amplifon Ireland Ltd | Wexford (Ireland) | I | EUR | 1,000 | 100.0% |
| Amplifon Cell | Ta' Xbiex (Malta) | D | EUR | 1,000,125 | 100.0% |
| Makstone İşitme Ürünleri Perakende Satış A.Ş. |
Istanbul (Turkey) | D | TRY | 300,000 | 51.0% |
| Medtechnica Ortophone Ltd (*) | Tel Aviv (Israel) | D | ILS | 1,000 | 80.0% |
| Medtechnica Ortophone Shaked Ltd (*) | Tel Aviv (Israel) | I | ILS | 1,001 | 80.0% |
| Amplifon Middle East SAE | Cairo (Egypt) | D | EGP | 3,000,000 | 51.0% |
| Miracle Ear Inc. | St. Paul (USA) | I | USD | 5 | 100.0% |
| Elite Hearing, LLC | Minneapolis (USA) | I | USD | 1,000 | 100.0% |
| Amplifon USA Inc. | Dover (USA) | D | USD | 52,500,010 | 100.0% |
| Amplifon Hearing Health Care, Inc. | St. Paul (USA) | I | USD | 10 | 100.0% |
| Ampifon IPA, LLC | New York (USA) | I | USD | 1,000 | 100.0% |
| ME Pivot Holdings LLC | Minneapolis (USA) | I | USD | 2,000,000 | 100.0% |
| Miracle Ear Canada Ltd. | Vancouver (Canada) | I | CAD | 53,000,200 | 100.0% |
| Sound Authority, Inc. | Orangeville (Canada) | I | CAD | 0 | 100.0% |
| 2332325 Ontario, Ltd. | Strathroy (Canada) | I | CAD | 0 | 100.0% |
| 6793798 Manitoba Ltd | Winnipeg (Canada) | I | CAD | 0 | 100.0% |
| Grand River Tinnitus and Hearing Centre Ltd |
Kitchener (Canada) | I | CAD | 0 | 100.0% |
Interim Report as at 30 September 2019 > Consolidated Financial Statements
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at 30/09/2019 |
|---|---|---|---|---|---|
| Amplifon South America Holding LTDA | São Paulo (Brasil) | D | BRL | 3,636,348 | 100.0% |
| GAES S.A. | Santiago de Chile (Chile) | D | CLP | 1,381,655,108 | 100.0% |
| GAES Servicios Corporativo de Latinoamerica Spa |
Santiago de Chile (Chile) | I | CLP | 10,000,000 | 100.0% |
| GAES S.A. | Buenos Aires (Argentina) | D | ARS | 1,057,770 | 100.0% |
| GAES Colombia SAS | Bogota (Colombia) | I | COP | 10,000,000,000 | 100.0% |
| Soluciones Audiologicas de Colombia SAS |
Bogota (Colombia) | I | COP | 45,000,000 | 100.0% |
| Audiovital S.A. | Quito (Ecuador) | I | USD | 430,337 | 100.0% |
| Centros Auditivos GAES Mexico sa de cv | Ciudad de México (Mexico) |
I | MXN | 50,000 | 100.0% |
| Compañía de Audiologia y Servicios Medicos sa de cv |
Aguascalientes (Mexico) | I | MXN | 43,306,212 | 66.4% |
| GAES Panama S.A. | Panama (Panama) | I | PAB | 10,000 | 100.0% |
| Amplifon Australia Holding Pty Ltd | Sydney (Australia) | D | AUD | 392,000,000 | 100.0% |
| National Hearing Centres Pty Ltd | Sydney (Australia) | I | AUD | 100 | 100.0% |
| National Hearing Centres Unit Trust | Sydney (Australia) | I | AUD | 0 | 100.0% |
| Otohub Unit Trust (on liquidation) | Brisbane (Australia) | D | AUD | 0 | 100.0% |
| Otohub Australasia Pty Ltd | Brisbane (Australia) | D | AUD | 10 | 100.0% |
| Amplifon Asia Pacific Pte Limited | Singapore (Singapore) | I | SGD | 1,000,000 | 100.0% |
| Amplifon NZ Ltd | Takapuna (New Zealand) | I | NZD | 130,411,317 | 100.0% |
| Bay Audiology Ltd | Takapuna (New Zealand) | I | NZD | 0 | 100.0% |
| Dilworth Hearing Ltd | Auckland (New Zealand) | I | NZD | 0 | 100.0% |
| Amplifon India Pvt Ltd | Gurgaon (India) | I | INR | 1,230,000,000 | 100.0% |
| NHanCe Hearing Care LLP (on liquidation) (**) |
Gurgaon (India) | I | INR | 1,000,000 | 0.0% |
| Beijing Cohesion Hearing Science &Technology Co. Ltd (***) |
Běijīng (China) | D | CNY | 2,000,000 | 100.0% |
| Tianjin Cohesion Hearing Science &Technology Co. Ltd (***) |
Tianjin (China) | I | CNY | 500,000 | 100.0% |
| Shijiazhuang Cohesion Hearing Science &Technology Co. Ltd (***) |
Shijiazhuang (China) | I | CNY | 100,000 | 100.0% |
(*) Medtechnica Ortophone Ltd and its subsidiary Medtechnica Ortophone Shaked Ltd, despite being owned by Amplifon at 80%, are consolidated at 100% without exposure of non-controlling interest due to the put-call option exercisable from 2019 and related to the purchase of the remaining 20%.
(**) Consolidated company because the Amplifon Group has de facto control.
(***) Beijing Cohesion Hearing Science &Technology Co. Ltd. and its subsidiaries (Tianjin Cohesion Hearing Science &Technology Co. Ltd and Shijiazhuang Cohesion Hearing Science &Technology Co. Ltd), despite being owned by Amplifon at 51%, are consolidated at 100% without exposure of non-controlling interest due to the put-call option exercisable from 2022 and related to the purchase of the remaining 49%.
Companies valued using the equity method:
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at 30/09/2019 |
|---|---|---|---|---|---|
| Comfoor BV | Doesburg (The Netherlands) |
I | EUR | 18,000 | 50.0% |
| Comfoor GmbH | Emmerich am Rhein (Germany) |
I | EUR | 25,000 | 50.0% |
| Ruti Levinson Institute Ltd | Ramat HaSharon (Israel) | I | ILS | 105 | 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 (Consolidated finance act)
The undersigned Gabriele Galli, Chief Financial Officer of the Amplifon Group, as Executive Responsible for Corporate Accounting Information hereby declares that the quarterly report at 30 September 2019 corresponds to the results documented in the books, accounting and other records of the Company.
Milan, 30 October 2019
Executive Responsible for Corporate Accounting Information
Gabriele Galli