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Amplifon Interim / Quarterly Report 2019

Aug 6, 2019

4030_ir_2019-08-06_ffed256b-ef71-450c-95a5-17c804272fdf.pdf

Interim / Quarterly Report

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Interim Financial Report as at 30 June 2019 Interim Financial Report as at 30 June 2019

DRAFT

INDEX

PREFACE
4
INTERIM MANAGEMENT REPORT AS AT 30 JUNE 2019
5
CHANGES IN ACCOUNTING POLICIES
6
PERIOD HIGHLIGHTS
7
MAIN ECONOMIC AND FINANCIAL FIGURES
8
INDICATORS10
SHAREHOLDER INFORMATION
12
RECLASSIFIED CONSOLIDATED INCOME STATEMENT
14
RECLASSIFIED CONSOLIDATED BALANCE SHEET
19
CONDENSED RECLASSIFIED CONSOLIDATED CASH
FLOW STATEMENT21
INCOME STATEMENT REVIEW
22
BALANCE SHEET REVIEW43
ACQUISITION OF COMPANIES AND BUSINESSES
53
OUTLOOK
53
CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS AS AT 30
JUNE 201954
CONSOLIDATED STATEMENT OF FINANCIAL POSITION55
CONSOLIDATED INCOME STATEMENT
57
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
58
STATEMENT OF CHANGES
IN CONSOLIDATED EQUITY 59
STATEMENT OF CONSOLIDATED CASH FLOWS
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 assets69
6. Tangible fixed assets
70
7. Right-of-use assets71
8. Share capital71
9. Net financial position
72
10. Financial liabilities74
11. Lease liabilities
78
12. Revenues from sales and services78
13. Taxes78
14. Non-recurring significant events79
15. Earnings (loss) per share
79
16. Transactions with parent companies and related parties80
17. Contingent liabilities
81
18. Financial risk management
81
19. Translation of foreign companies' financial statements82
20. Segment reporting
83
21. Accounting policies
88
22. Subsequent events91
ANNEXES 92
Consolidation scope92
Declaration of the Executive Responsible for Corporate Accounting Information pursuant
to Article 154-bis of Legislative Decree 58/1998 (Consolidated finance act)96
INDEPENDENT AUDITOR'S REVIEW REPORT AS AT 30 JUNE 2019
97

PREFACE

This interim financial report as at and for the six months ended 30 June 2019 has been prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) endorsed by the European Union and must be read together with the Group's consolidated financial statements as at and for the year ended 31 December 2018 that includes additional information on the risks and uncertainties that could impact the Group's operating results or its financial position.

INTERIM MANAGEMENT REPORT

AS AT 30 JUNE 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 six months of 2019 before the application of IFRS 16, unless stated otherwise.

PERIOD HIGHLIGHTS

In the first half of 2019 Amplifon confirmed the excellent trend in revenue growth and improvement in profitability even after the integration of GAES. The outstanding performance is attributable to the above-market organic growth, the efficacy of the continuous and sizeable investments in marketing, robust operating leverage and the important contribution of the GAES group acquisition, which has been contributing to the income statement since the beginning of the year and reported excellent results, above expectations.

The first six months of the year closed with:

  • turnover of €832,035 thousand, an increase of +26.1% compared to the same period of the prior year (+25.0% at constant exchange rates) with double-digit growth thanks to the contribution of GAES in both EMEA and the Americas;
  • a gross operating profit (EBITDA) of €180,760 thousand, calculated based on the new accounting standard (IFRS 16). If the new accounting standard had not been applied, recurring EBITDA would have reached €135,391 thousand, 28.4% higher than in the first six months of 2018 and the EBITDA margin would have reached 17.0% (+0.3 p.p. against the comparison period);
  • Group net profit for the period of €54,492 thousand, based on the new accounting standard. If IFRS 16 had not been applied, recurring net profit would have come to €61,891 thousand, (an increase of 31.6% against the first six months of the previous year).

Net financial indebtedness amounted to €841,067 thousand at 30 June 2019, largely unchanged with respect to 31 December 2018, after absorbing net investments in acquisitions of €27,747 thousand, as well as a dividend payment of the €30,939 thousand.

Ordinary operations confirmed the excellent level of cash flow generation with free cash flow reaching €57,852 thousand (versus €44,490 thousand in the first half of the prior year) after absorbing net capital expenditure of €41,966 thousand (€25,950 thousand in the first half of 2018) and a non-recurring cash-out of €6,981 thousand.

MAIN ECONOMIC AND FINANCIAL FIGURES

(€ thousands) First Half 2019
First Half 2018
Recurring Non
recurring
Total % on
recurring
Recurring Non
recurring
Total % on
recurring
Change %
on
recurring
Economic figures:
Revenues from sales and
services
832,035 - 832,035 100.0% 659,605 - 659,605 100.0% 26.1%
Gross operating profit (loss)
(EBITDA)
186,565 (5,805) 180,760 22.4% 109,949 - 109,949 16.7% 69.7%
Operating profit (loss)
before the depreciation and
amortization of PPA related
assets (EBITA)
113,896 (5,805) 108,091 13.7% 86,258 - 86,258 13.1% 32.0%
Operating profit (loss)
(EBIT)
95,373 (5,870) 89,503 11.5% 76,057 - 76,057 11.5% 25.4%
Profit (loss) before tax 82,557 (5,870) 76,687 9.9% 66,260 - 66,260 10.0% 24.6%
Group net profit (loss) 59,363 (4,871) 54,492 7.1% 47,038 - 47,038 7.1% 26.2%
(€ thousands) First Half w/o IFRS 16 (*) First Half 2018
Recurring Non
recurring
Total % on
recurring
Recurring Non
recurring
Total % on
recurring
Change %
on
recurring
Economic figures:
Revenues from sales and
services
832,035 - 832,035 100.0% 659,605 - 659,605 100.0% 26.1%
Gross operating profit (loss)
(EBITDA)
141,196 (5,805) 135,391 17.0% 109,949 - 109,949 16.7% 28.4%
Operating profit (loss)
before the depreciation and
amortization of PPA related
assets (EBITA)
111,302 (5,805) 105,497 13.4% 86,258 - 86,258 13.1% 29.0%
Operating profit (loss)
(EBIT)
92,779 (5,870) 86,909 11.2% 76,057 - 76,057 11.5% 22.0%
Profit (loss) before tax 85,640 (5,870) 79,770 10.3% 66,260 - 66,260 10.0% 29.2%
Group net profit (loss) 61,891 (4,871) 57,020 7.4% 47,038 - 47,038 7.1% 31.6%
(€ thousands) 30/06/2019 31/12/2018 (**) Change 30/06/2019
w/o
IFRS 16 (*)
Financial figures:
Non-current assets 2,244,722 1,778,239 466,483 1,811,622
Net invested capital 1,902,577 1,436,803 465,774 1,470,589
Group net equity 624,417 594,919 29,498 626,947
Total net equity 625,546 595,947 29,599 628,082
Net financial indebtedness 841,067 840,856 211 842,507
Lease liabilities 435,964 - 435,964 -
Total lease liabilities and net financial
indebtedness
1,277,031 840,856 436,175 842,507

(*) 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 Half 2019 First Half 2018
Free cash flow 57,852 44,490
Cash flow generated from (absorbed by) business combinations (27,747) (37,973)
(Purchase) sale of other investments and securities - 388
Cash flow provided by (used in) financing activities (29,659) (30,628)
Net cash flow from the period 446 (23,723)
Effect of discontinued operations on the net financial position - 24
Effect of exchange rate fluctuations on the net financial position (657) 318
Net cash flow from the period with changes for exchange rate fluctuations
and discontinued operations
(211) (23,381)
  • 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

30/06/2019 31/12/2018 (*) 30/06/2018
Net financial indebtedness (€ thousands) 841,067 840,856 319,646
Net Equity (€ thousands) 625,546 595,947 550,215
Group Net Equity (€ thousands) 624,417 594,919 549,942
Net financial indebtedness/Net Equity 1.34 (**) 1.24 (***) 0.58
Net financial indebtedness/Group Net Equity 1.35 (**) 1.24 (***) 0.58
Net financial indebtedness/EBITDA 2.23 (**) 3.11 (***) 1.40 (****)
EBITDA/Net financial expenses 25.88 (**) 20.41 (***) 12.95 (****)
Earnings per share (EPS) (€) 0.24665 0.45706 0.21477
Diluted EPS (€) 0.24180 0.44801 0.21005
EPS (€) adjusted for non-recurring transactions and amortization/depreciation
related to purchase price allocations to tangible and intangible assets
0.32978 0.52578 0.24772
Group Net Equity per share (€) 2.808 2.696 2.502
Period-end price (€) 20.560 14.050 17.760
Highest price in period (€) 22.120 20.700 17.930
Lowest price in period (€) 13.610 12.590 12.590
Share price/net equity per share 7.322 5.211 7.099
Market capitalization (€ millions) 4,571.84 3,180.27 4,019.86
Number of shares outstanding 222,365,750 220,637,875 219,829,197

(*) 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 June 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 June 2019 are:

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 4,022,870 1.8% 1.2%
Market 120,650,747 53.3% 36.9%
Total 226,388,620 (*) 100.0% 100.0%

(*) Number of shares related to the share capital registered with the Company registrar on 30 June 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 12 July 2019.

As at 30 June 2019 market capitalization was €4,571.84 million.

Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 2 January 2019 – 28 June 2019, showed:

  • average daily value: €11,416,070.48;
  • average daily volume: 647,614 shares;
  • total volume traded of 80,951,811 shares, or 36.4% of the total number of shares comprising the share capital, net of treasury shares.

RECLASSIFIED CONSOLIDATED INCOME STATEMENT

(€ thousands) First Half 2019 First Half 2018
Recurring Non
recurring (*)
Total % on
recurring
Recurring Non
recurring (*)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
832,035 - 832,035 100.0% 659,605 - 659,605 100.0% 26.1%
Operating costs (646,294) (5,805) (652,099) -77.7% (551,065) - (551,065) -83.5% -17.3%
Other costs and revenues 824 - 824 0.1% 1,409 - 1,409 0.2% -41.5%
Gross operating profit (loss)
(EBITDA)
186,565 (5,805) 180,760 22.4% 109,949 - 109,949 16.7% 69.7%
Depreciation and write
downs of non-current assets
(72,669) - (72,669) -8.7% (23,691) - (23,691) -3.6% -206.7%
Operating profit (loss)
before the depreciation and
amortization of PPA related
assets (EBITA)
113,896 (5,805) 108,091 13.7% 86,258 - 86,258 13.1% 32.0%
PPA related depreciation and
amortization
(18,523) (65) (18,588) -2.2% (10,201) - (10,201) -1.5% -81.6%
Operating profit (loss) (EBIT) 95,373 (5,870) 89,503 11.5% 76,057 - 76,057 11.5% 25.4%
Income, expenses, valuation
and adjustments of financial
assets
193 - 193 0.0% 158 - 158 0.0% 22.2%
Net financial expenses (13,121) - (13,121) -1.6% (9,501) - (9,501) -1.4% -38.1%
Exchange differences and
non-hedge accounting
instruments
112 - 112 0.0% (454) - (454) -0.1% 124.7%
Profit (loss) before tax 82,557 (5,870) 76,687 9.9% 66,260 - 66,260 10.0% 24.6%
Tax (23,199) 999 (22,200) -2.8% (19,273) - (19,273) -2.9% -20.4%
Net profit (loss) 59,358 (4,871) 54,487 7.1% 46,987 - 46,987 7.1% 26.3%
Profit (loss) of minority
interests
(5) - (5) 0.0% (51) - (51) 0.0% 90.2%
Net profit (loss) attributable
to the Group
59,363 (4,871) 54,492 7.1% 47,038 - 47,038 7.1% 26.2%

(*) See table at page 18 for details of non-recurring transactions.

(€ thousands) First Half 2019 w/o IFRS 16 (*) First Half 2018
Recurring Non
recurring (**)
Total % on
recurring
Recurring Non
recurring (**)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
832,035 - 832,035 100.0% 659,605 - 659,605 100.0% 26.1%
Operating costs (691,668) (5,805) (697,473) -83.1% (551,065) - (551,065) -83.5% -25.5%
Other costs and revenues 829 - 829 0.1% 1,409 - 1,409 0.2% -41.2%
Gross operating profit (loss)
(EBITDA)
141,196 (5,805) 135,391 17.0% 109,949 - 109,949 16.7% 28.4%
Depreciation and write
downs of non-current assets
(29,894) - (29,894) -3.6% (23,691) - (23,691) -3.6% -26.2%
Operating profit (loss)
before the depreciation and
amortization of PPA related
assets (EBITA)
111,302 (5,805) 105,497 13.4% 86,258 - 86,258 13.1% 29.0%
PPA related depreciation
and amortization
(18,523) (65) (18,588) -2.2% (10,201) - (10,201) -1.5% -81.6%
Operating profit (loss) (EBIT) 92,779 (5,870) 86,909 11.2% 76,057 - 76,057 11.5% 22.0%
Income, expenses, valuation
and adjustments of financial
assets
193 - 193 0.0% 158 - 158 0.0% 22.2%
Net financial expenses (7,444) - (7,444) -0.9% (9,501) - (9,501) -1.4% 21.7%
Exchange differences and
non-hedge accounting
instruments
112 - 112 0.0% (454) - (454) -0.1% 124.7%
Profit (loss) before tax 85,640 (5,870) 79,770 10.3% 66,260 - 66,260 10.0% 29.2%
Tax (23,735) 999 (22,736) -2.9% (19,273) - (19,273) -2.9% -23.2%
Net profit (loss) 61,905 (4,871) 57,034 7.4% 46,987 - 46,987 7.1% 31.7%
Profit (loss) of minority
interests
14 - 14 0.0% (51) - (51) 0.0% 127.5%
Net profit (loss) attributable
to the Group
61,891 (4,871) 57,020 7.4% 47,038 - 47,038 7.1% 31.6%

(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.

(**) See table at page 18 for details of non-recurring transactions.

(€ thousands) Second Quarter 2019 Second Quarter 2018
Recurring Non
recurring (*)
Total % on
recurring
Recurring Non
recurring (*)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
440,062 - 440,062 100.0% 350,198 - 350,198 100.0% 25.7%
Operating costs (332,960) (4,380) (337,340) -75.6% (283,823) - (283,823) -81.0% -17.3%
Other costs and revenues 521 - 521 0.1% 349 - 349 0.1% 49.3%
Gross operating profit (loss)
(EBITDA)
107,623 (4,380) 103,243 24.5% 66,724 - 66,724 19.1% 61.3%
Depreciation and write
downs of non-current assets
(37,259) - (37,259) -8.5% (12,077) - (12,077) -3.4% -208.5%
Operating profit (loss)
before the depreciation and
amortization of PPA related
assets (EBITA)
70,364 (4,380) 65,984 16.0% 54,647 - 54,647 15.6% 28.8%
PPA related depreciation and
amortization
(9,289) (65) (9,354) -2.1% (5,140) - (5,140) -1.5% -80.7%
Operating profit (loss) (EBIT) 61,075 (4,445) 56,630 13.9% 49,507 - 49,507 14.1% 23.4%
Income, expenses, valuation
and adjustments of financial
assets
121 - 121 0.0% 9 - 9 0.0% 1244.4%
Net financial expenses (6,627) - (6,627) -1.5% (4,904) - (4,904) -1.4% -35.1%
Exchange differences and
non-hedge accounting
instruments
272 - 272 0.1% (183) - (183) -0.1% 248.6%
Profit (loss) before tax 54,841 (4,445) 50,396 12.5% 44,429 - 44,429 12.7% 23.4%
Tax (14,281) 635 (13,646) -3.3% (11,996) - (11,996) -3.4% -19.0%
Net profit (loss) 40,560 (3,810) 36,750 9.2% 32,433 - 32,433 9.3% 25.1%
Profit (loss) of minority
interests
(20) - (20) 0.0% (3) - (3) 0.0% -566.7%
Net profit (loss) attributable
to the Group
40,580 (3,810) 36,770 9.2% 32,436 - 32,436 9.3% 25.1%

(*) See table at page 18 for details of non-recurring transactions.

(€ thousands) Second Quarter 2019
w/o IFRS 16 (*)
Recurring Non
recurring (**)
Total % on
recurring
Recurring Non
recurring (**)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
440,062 - 440,062 100.0% 350,198 - 350,198 100.0% 25.7%
Operating costs (355,734) (4,380) (360,114) -80.8% (283,823) - (283,823) -81.0% -25.3%
Other costs and revenues 527 - 527 0.1% 349 - 349 0.1% 51.0%
Gross operating profit (loss)
(EBITDA)
84,855 (4,380) 80,475 19.3% 66,724 - 66,724 19.1% 27.2%
Depreciation and write
downs of non-current assets
(15,679) - (15,679) -3.6% (12,077) - (12,077) -3.4% -29.8%
Operating profit (loss)
before the depreciation and
amortization of PPA related
assets (EBITA)
69,176 (4,380) 64,796 15.7% 54,647 - 54,647 15.6% 26.6%
PPA related depreciation
and amortization
(9,289) (65) (9,354) -2.1% (5,140) - (5,140) -1.5% -80.7%
Operating profit (loss) (EBIT) 59,887 (4,445) 55,442 13.6% 49,507 - 49,507 14.1% 21.0%
Income, expenses, valuation
and adjustments of financial
assets
121 - 121 0.0% 9 - 9 0.0% 1244.4%
Net financial expenses (3,790) - (3,790) -0.9% (4,904) - (4,904) -1.4% 22.7%
Exchange differences and
non-hedge accounting
instruments
272 - 272 0.1% (183) - (183) -0.1% 248.6%
Profit (loss) before tax 56,490 (4,445) 52,045 12.8% 44,429 - 44,429 12.7% 27.1%
Tax (14,577) 635 (13,942) -3.3% (11,996) - (11,996) -3.4% -21.5%
Net profit (loss) 41,913 (3,810) 38,103 9.5% 32,433 - 32,433 9.3% 29.2%
Profit (loss) of minority
interests
(14) - (14) 0.0% (3) - (3) 0.0% -366.7%
Net profit (loss) attributable
to the Group
41,927 (3,810) 38,117 9.5% 32,436 - 32,436 9.3% 29.3%

(*) For the sake of comparison, 2019 unaudited figures 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:

(€ thousands) H1 2019 H1 2018
Costs related to GAES integration (5,805) -
Impact of the non-recurring items on EBITDA (5,805) -
Impairment of GAES intangible asset (65) -
Impact of the non-recurring items on EBIT (5,870) -
Impact of the non-recurring items pre-tax (5,870) -
Impact of the above items on the tax burden of the period 999 -
Impact of the non-recurring items on total net result (4,871) -
(€ thousands) Q2 2019 Q2 2018
Costs related to GAES integration (4,380) -
Impact of the non-recurring items on EBITDA (4,380) -
Impairment of GAES intangible asset (65) -
Impact of the non-recurring items on EBIT (4,445) -
Impact of the non-recurring items pre-tax -
Impact of the above items on the tax burden of the period 635 -
Impact of the non-recurring items on total net result (3,810) -

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) 30/06/2019 31/12/2018 (*) Change 30/06/2019
w/o
IFRS 16 (**)
Goodwill 1,183,529 1,161,598 21,931 1,183,529
Non-competition agreements, trademarks, customer lists and
lease rights
275,865 279,406 (3,541) 275,865
Software, licenses, other intangible fixed assets, fixed assets in
progress and advances
84,515 79,996 4,519 84,515
Property, plant and equipment 196,101 188,941 7,160 196,101
Right-of-use assets 433,446 - 433,446 -
Financial fixed assets (1) 40,580 41,546 (966) 40,580
Other non-current financial assets (1) 30,686 26,752 3,934 31,032
Non-current assets 2,244,722 1,778,239 466,483 1,811,622
Inventories 67,345 61,740 5,605 67,345
Trade receivables 184,517 169,454 15,063 184,517
Other receivables 90,208 77,292 12,916 92,250
Current assets (A) 342,070 308,486 33,584 344,112
Operating assets 2,586,792 2,086,725 500,067 2,155,734
Trade payables (174,099) (173,100) (999) (174,501)
Other payables (2) (264,151) (244,986) (19,165) (264,151)
Provisions for risks and charges (current portion) (6,244) (4,916) (1,328) (6,244)
Current liabilities (B) (444,494) (423,002) (21,492) (444,896)
Net working capital (A) - (B) (102,424) (114,516) 12,092 (100,784)
Derivative instruments (3) (12,514) (10,876) (1,638) (12,514)
Deferred tax assets 78,172 75,204 2,968 77,644
Deferred tax liabilities (98,966) (98,932) (34) (98,966)
Provisions for risks and charges (non-current portion) (48,575) (49,619) 1,044 (48,575)
Liabilities for employees' benefits (non-current portion) (22,545) (20,290) (2,255) (22,545)
Loan fees (4) 2,316 3,795 (1,479) 2,316
Other non-current payables (137,609) (126,202) (11,407) (137,609)
NET INVESTED CAPITAL 1,902,577 1,436,803 465,774 1,470,589
Group net equity 624,417 594,919 29,498 626,947
Minority interests 1,129 1,028 101 1,135
Total net equity 625,546 595,947 29,599 628,082
Net medium and long-term financial indebtedness (4) 812,211 877,688 (65,477) 812,866
Net short-term financial indebtedness (4) 28,856 (36,832) 65,688 29,641
Total net financial indebtedness 841,067 840,856 211 842,507
Lease liabilities 435,964 - 435,964 -
Total lease liabilities & net financial indebtedness 1,277,031 840,856 436,175 842,507

(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.

(**) For the sake of comparison, 2019 unaudited figures 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 Half 2019 First Half 2018
Operating profit (loss) (EBIT) 89,503 76,057
Amortization, depreciation and write down 91,257 33,892
Provisions, other non-monetary items and gain/losses from disposals 12,908 9,499
Net financial expenses (11,098) (9,382)
Taxes paid (17,035) (17,177)
Changes in net working capital (26,062) (22,448)
Cash flow provided by (used in) operating activities before repayment of lease
liabilities
139,473 70,440
Repayment of lease liabilities (39,655) -
Cash flow provided by (used in) operating activities (A) 99,818 70,440
Cash flow provided by (used in) operating investing activities (B) (41,966) (25,950)
Free Cash Flow (A) + (B) 57,852 44,490
Net cash flow provided by (used in) acquisitions (C) (27,747) (37,973)
(Purchase) sale of other investment and securities (D) - 388
Cash flow provided by (used in) investing activities (B+C+D) (69,713) (63,535)
Cash flow provided by (used in) operating activities and investing activities 30,105 6,905
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
(38) 117
Hedging instruments and other changes in non-current assets 1,318 1,313
Net cash flow from the period 446 (23,723)
Net financial indebtedness as of period opening date (840,856) (296,265)
Effect of discontinued operation on financial position - 24
Effect of exchange rate fluctuations on financial position (657) 318
Change in net financial position 446 (23,723)
Net financial indebtedness as of period closing date (841,067) (319,646)

The impact of non-recurring transactions on free cash flow in the period is shown in the following table.

(€ thousands) First Half 2019 First Half 2018
Free cash flow 57,852 44,490
Free cash flow generated by non-recurring transactions (see page 54 for details) (6,981) -
Free cash flow generated by recurring transactions 64,833 44,490

INCOME STATEMENT REVIEW

Consolidated income statement by segment and geographic area (*)

(€ thousands) First Half 2019
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 607,128 131,884 91,037 1,986 832,035
Operating costs (466,168) (103,135) (63,729) (19,067) (652,099)
Other costs and revenues 531 365 (39) (33) 824
Gross operating profit (loss) (EBITDA) 141,491 29,114 27,269 (17,114) 180,760
Depreciation and write-downs of non-current
assets
(55,377) (4,511) (8,678) (4,103) (72,669)
Operating profit (loss) before the
depreciation and amortization of PPA related
assets (EBITA)
86,114 24,603 18,591 (21,217) 108,091
PPA related depreciation and amortization (14,945) (592) (2,925) (126) (18,588)
Operating profit (loss) (EBIT) 71,169 24,011 15,666 (21,343) 89,503
Income, expenses, valuation and adjustments
of financial assets
193
Net financial expenses (13,121)
Exchange differences and non-hedge
accounting instruments
112
Profit (loss) before tax 76,687
Tax (22,200)
Net profit (loss) 54,487
Profit (loss) of minority interests (5)
Net profit (loss) attributable to the Group 54,492
(€ thousands) First Half 2019 – Only recurring operations
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 607,128 131,884 91,037 1,986 832,035
Gross operating profit (loss) (EBITDA) 147,271 29,139 27,269 (17,114) 186,565
Operating profit (loss) before the depreciation
and amortization of PPA related assets (EBITA)
91,894 24,628 18,591 (21,217) 113,896
Operating profit (loss) (EBIT) 77,014 24,036 15,666 (21,343) 95,373
Profit (loss) before tax 82,557
Net profit (loss) attributable to the Group 59,363

(*) For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.

(€ thousands) First Half 2018
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 462,961 109,339 86,118 1,187 659,605
Operating costs (381,897) (88,481) (62,843) (17,844) (551,065)
Other costs and revenues 922 (13) 361 139 1,409
Gross operating profit (loss) (EBITDA) 81,986 20,845 23,636 (16,518) 109,949
Depreciation and write-downs of non
current assets
(15,233) (2,199) (3,741) (2,518) (23,691)
Operating profit (loss) before the
depreciation and amortization of PPA
related assets (EBITA)
66,753 18,646 19,895 (19,036) 86,258
PPA related depreciation and amortization (7,016) (329) (2,823) (33) (10,201)
Operating profit (loss) (EBIT) 59,737 18,317 17,072 (19,069) 76,057
Income, expenses, valuation and
adjustments of financial assets
158
Net financial expenses (9,501)
Exchange differences and non-hedge
accounting instruments
(454)
Profit (loss) before tax 66,260
Tax (19,273)
Net profit (loss) 46,987
Profit (loss) of minority interests (51)
Net profit (loss) attributable to the Group 47,038
(€ thousands) First Half 2018 – Only recurring operations
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 462,961 109,339 86,118 1,187 659,605
Gross operating profit (loss) (EBITDA) 81,986 20,845 23,636 (16,518) 109,949
Operating profit (loss) before the
depreciation and amortization of PPA
related assets (EBITA)
66,753 18,646 19,895 (19,036) 86,258
Operating profit (loss) (EBIT) 59,737 18,317 17,072 (19,069) 76,057
Profit (loss) before tax 66,260
Net profit (loss) attributable to the Group 47,038

23

(€ thousands) Second Quarter 2019
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 323,365 68,782 46,622 1,293 440,062
Operating costs (242,600) (52,618) (33,356) (8,766) (337,340)
Other costs and revenues 275 234 36 (24) 521
Gross operating profit (loss) (EBITDA) 81,040 16,398 13,302 (7,497) 103,243
Depreciation and write-downs of non-current
assets
(28,186) (2,408) (4,582) (2,083) (37,259)
Operating profit (loss) before the
depreciation and amortization of PPA related
assets (EBITA)
52,854 13,990 8,720 (9,580) 65,984
PPA related depreciation and amortization (7,510) (325) (1,455) (64) (9,354)
Operating profit (loss) (EBIT) 45,344 13,665 7,265 (9,644) 56,630
Income, expenses, valuation and adjustments
of financial assets
121
Net financial expenses (6,627)
Exchange differences and non-hedge
accounting instruments
272
Profit (loss) before tax 50,396
Tax (13,646)
Net profit (loss) 36,750
Profit (loss) of minority interests (20)
Net profit (loss) attributable to the Group 36,770
(€ thousands) Second Quarter 2019 – Only recurring operations
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 323,365 68,781 46,622 1,294 440,062
Gross operating profit (loss) (EBITDA) 85,395 16,423 13,302 (7,497) 107,623
Operating profit (loss) before the depreciation
and amortization of PPA related assets (EBITA)
57,209 14,016 8,720 (9,581) 70,364
Operating profit (loss) (EBIT) 49,763 13,691 7,265 (9,644) 61,075
Profit (loss) before tax 54,841
Net profit (loss) attributable to the Group 40,580

(*) For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.

(€ thousands) Second Quarter 2018
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 247,232 57,539 44,824 603 350,198
Operating costs (196,079) (45,650) (32,836) (9,258) (283,823)
Other costs and revenues 423 (4) (35) (35) 349
Gross operating profit (loss) (EBITDA) 51,576 11,885 11,953 (8,690) 66,724
Depreciation and write-downs of non
current assets
(7,693) (1,114) (1,974) (1,296) (12,077)
Operating profit (loss) before the
depreciation and amortization of PPA
related assets (EBITA)
43,883 10,771 9,979 (9,986) 54,647
PPA related depreciation and amortization (3,560) (172) (1,408) - (5,140)
Operating profit (loss) (EBIT) 40,323 10,599 8,571 (9,986) 49,507
Income, expenses, valuation and
adjustments of financial assets
9
Net financial expenses (4,904)
Exchange differences and non-hedge
accounting instruments
(183)
Profit (loss) before tax 44,429
Tax (11,996)
Net profit (loss) 32,433
Profit (loss) of minority interests (3)
Net profit (loss) attributable to the Group 32,436
(€ thousands) Second Quarter 2018 – Only recurring transactions
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 247,232 57,539 44,824 603 350,198
Gross operating profit (loss) (EBITDA) 51,576 11,885 11,953 (8,690) 66,724
Operating profit (loss) before the
depreciation and amortization of PPA
related assets (EBITA)
43,883 10,771 9,979 (9,986) 54,647
Operating profit (loss) (EBIT) 40,323 10,599 8,571 (9,986) 49,507
Profit (loss) before tax 44,429
Net profit (loss) attributable to the Group 32,436

Revenues from sales and services

(€ thousands) First Half 2019 First Half 2018 Change Change %
Revenues from sales and
services
832,035 659,605 172,430 26.1%
(€ thousands) First Half 2019 First Half 2018 Change Change %
Revenues from sales and
services
440,062 350,198 89,864 25.7%

Consolidated revenues from sales and services amounted to €832,035 thousand in the first six months of 2019, an increase of €172,430 thousand (+26.1%) compared to the same period of the previous year supported by the solid organic growth reported in all the geographic areas in which the Group operates. This result reflects the significant contribution of acquisitions (particularly GAES, consolidated from an income statement standpoint as of 1 January 2019) of €133,231 thousand (+20.2%), 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 €31,731 thousand (+4.8%). Net exchange rate gains came to €7,468 thousand (+1.1%) driven primarily by the strengthening of the USD against the Euro.

In the second quarter alone, consolidated revenues from sales and services amounted to €440,062 thousand, an increase of €89,864 thousand (+25.7%) compared to the same period of the previous year, driven by the significant contribution of acquisitions (particularly GAES) of €66,835 thousand (+19.1%) and strong organic growth which, including the contribution of the newly opened stores, accelerated compared to the first quarter coming in at €19,602 thousand (+5.6%). Net exchange rate gains came to €3,427 thousand (+1.0%)

Change %
in local
(€ thousands) H1 2019 % on Total H1 2018 % on Total Change Change % Exchange diff. currency
EMEA 607,128 73.0% 462,961 70.2% 144,167 31.1% 924 30.9%
Americas 131,884 15.9% 109,339 16.5% 22,545 20.6% 7,489 13.7%
Asia Pacific 91,037 10.9% 86,118 13.1% 4,919 5.7% (945) 6.8%
Corporate 1,986 0.2% 1,187 0.2% 799 67.3% - 67.3%
Total 832,035 100.0% 659,605 100.0% 172,430 26.1% 7,468 25.0%

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 Year 607,128 462,961 144,167 31.1%

Europe, Middle-East and Africa

Revenues from sales and services amounted to €607,128 thousand in the first six months of 2019, an increase of €144,167 thousand (+31.1%) with respect to the same period of the previous year explained for €25,477 thousand (+5.5%) by organic growth, including the contribution of the newly opened stores, and for €117,766 thousand (+25.4%) by acquisitions, including GAES consolidated from an income statement standpoint as of 1 January 2019, while net exchange rate gains came to €924 thousand (+0.2%).

An outstanding performance was recorded in Italy, thanks also to the continuous success of the roll-out of the Amplifon product line and the digital ecosystem which were also launched in the Netherlands and Germany where the initial results were very positive. In Spain both GAES and Amplifon businesses reported excellent double-digit organic growth, above expectations, stemming from the success of the first integration activities. Double-digit growth returned to France after a first quarter which was affected by the new regulations that established a mandatory trial period for hearing aids of at least 30 days. Double-digit growth was recorded in Germany, driven by strong organic growth and acquisitions. Strong organic growth was also reported in the Netherlands, Belux and Switzerland.

In the second quarter alone, consolidated revenues from sales and services amounted to €323,365 thousand, an increase of €76,133 thousand (+30.8%) compared to the same period of the previous year, driven by the significant contribution of acquisitions (particularly GAES) of €58,454 thousand (+23.6%) and organic growth which, including the contribution of the newly opened stores, accelerated compared to the first quarter and posted an increase of €17,089 thousand (+6.9%). Net exchange rate gains came to €590 thousand (+0.3%).

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 Year 131,884 109,339 22,545 20.6%

Revenues from sales and services amounted to €131,884 thousand in the first six months of 2019, an increase of €22,545 thousand (+20.6%) compared to the same period of the previous year, explained for €2,558 thousand (+2.3%) by organic growth, including the contribution of the newly opened stores, and for €12,498 thousand (+11.4%) by acquisitions which was driven by the consolidation of GAES's Latin American companies from an income statement standpoint as of 1 January 2019, net of the Direito de Ouvir Amplifon Brasil SA disposal made at the beginning of the second quarter of 2018. Net exchange rate gains came to €7,489 thousand (+6.9%).

The United States reported a 13.7% increase in local currency thanks mainly to Miracle-Ear and Amplifon Hearing Healthcare which more than offset the weak performance of Elite Hearing Network and Canada. GAES's Latin America companies, reported in M&A, posted double-digit organic growth.

In the second quarter alone, consolidated revenues from sales and services amounted to €68,782 thousand, an increase of €11,243 thousand (+19.5%) compared to the same period of the previous year, explained for €972 thousand (+1.7%) by organic growth, including the contribution of the newly opened stores, and for €6,901 thousand (+12.0%) by acquisitions, particularly by the consolidation of GAES's Latin American companiesfrom an income statement standpoint. Net exchange rate gains came to €3,370 thousand (+5.8%).

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 Year 91,037 86,118 4,919 5.7%

Revenues from sales and services amounted to €91,037 thousand in the first six months of 2019, an increase of €4,919 thousand (+5.7%) compared to the same period of the previous year, explained for €2,897 thousand (+3.4%) by organic growth, including the contribution of the newly opened stores, and for €2,967 thousand (+3.4%) by the Chinese acquisition (made in November 2018), while net exchange rate losses came to €945 thousand (-1.1%).

Revenues in local currency rose by +6.8% thanks to solid organic growth which outpaced the market despite the weak market environment in Australia and New Zealand (where there was also one less working day), as well as the excellent performance recorded in China where, thanks to the acquisitions referred to above, double-digit growth was recorded. A good performance was reported in Australia driven by organic growth, while revenue growth in New Zealand was still basically flat due to the regulatory changes that took place in 2013.

In the second quarter alone, consolidated revenues from sales and services amounted to €46,622 thousand, an increase of €1,798 thousand (+4.0%) compared to the same period of the previous year, explained for €851 thousand (+1.9%) by organic growth, including the contribution of the newly opened stores, and for €1,480 thousand (+3.3%) by the acquisitions in China. Net exchange rate losses came to €533 thousand (-1.2%).

Gross operating profit (EBITDA)

(€ thousands) First Half 2019 First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Gross operating profit (loss) (EBITDA) 186,565 (5,805) 180,760 109,949 - 109,949
(€ thousands) First Half 2019 w/o IFRS 16 (*) First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Gross operating profit (loss) (EBITDA) 141,196 (5,805) 135,391 109,949 - 109,949
(€ thousands) Second Quarter 2019 Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Gross operating profit (loss) (EBITDA) 107,623 (4,380) 103,243 66,724 - 66,724
(€ thousands) Second Quarter w/o IFRS 16 (*) Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Gross operating profit (loss) (EBITDA) 84,855 (4,380) 80,475 66,724 - 66,724

(*) 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 €180,760 thousand (with an EBITDA margin of 21.7%) in the first six months of 2019.

If IFRS 16 had not been applied, EBITDA would have amounted to €135,391 thousand, an increase on the same period of the previous year of €25,442 thousand (+23.1%) driven by considerable acceleration in revenues and solid operating leverage, even after the consolidation of GAES and the continuous investments in marketing. Net exchange rate gains came to €1,605 thousand.

The results posted in the period reflects non-recurring costs of €5,805 thousand relating to the integration of GAES.

Net of this item and excluding IFRS 16 application, EBITDA would have been €31,247 thousand (+28.4%) higher in the first six months of the year with an EBITDA margin of 17.0% (+0.3 p.p. compared to the same period of the previous year).

In the second quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €103,243 thousand (with an EBITDA margin of 23.5%).

Excluding the impact of IFRS 16 application, EBITDA would have amounted to €80,475 thousand, an increase on the same period of the previous year of €13,751 thousand (+20.6%), explained also by the exchange rate gains of €792 thousand. The results posted in the period reflect nonrecurring costs of €4,380 thousand relating to the integration of GAES.

Net of this item and excluding IFRS 16 application, EBITDA would have been €18,131 thousand (+27.2%) higher in the second quarter of the year with an EBITDA margin of 19.3% (+0.2 p.p. compared to the same period of the previous year).

(€ thousands) H1 2019 EBITDA
Margin
H1 2018 EBITDA
Margin
Change Change %
EMEA 141,491 23.3% 81,986 17.7% 59,505 72.6%
Americas 29,114 22.1% 20,845 19.1% 8,269 39.7%
Asia Pacific 27,269 30.0% 23,636 27.4% 3,633 15.4%
Corporate (**) (17,114) -2.1% (16,518) -2.5% (596) -3.6%
Total 180,760 21.7% 109,949 16.7% 70,811 64.4%
(€ thousands) H1 2019
w/o
IFRS 16 (*)
EBITDA
Margin
H1 2018 EBITDA
Margin
Change Change %
EMEA 103,371 17.0% 81,986 17.7% 21,385 26.1%
Americas 26,999 20.5% 20,845 19.1% 6,154 29.5%
Asia Pacific 22,135 24.3% 23,636 27.4% (1,501) -6.4%
Corporate (**) (17,114) -2.1% (16,518) -2.5% (596) -3.6%
Total 135,391 16.3% 109,949 16.7% 25,442 23.1%
(€ thousands) Q2 2019 EBITDA
Margin
Q2 2018 EBITDA
Margin
Change Change %
EMEA 81,040 25.1% 51,576 20.9% 29,464 57.1%
Americas 16,398 23.8% 11,885 20.7% 4,513 38.0%
Asia Pacific 13,302 28.5% 11,953 26.7% 1,349 11.3%
Corporate (**) (7,497) -1.7% (8,690) -2.5% 1,193 13.7%
Total 103,243 23.5% 66,724 19.1% 36,519 54.7%
(€ thousands) Q2 2019
w/o
IFRS 16 (*)
EBITDA
Margin
Q2 2018 EBITDA
Margin
Change Change %
EMEA 61,936 19.2% 51,576 20.9% 10,360 20.1%
Americas 15,309 22.3% 11,885 20.7% 3,424 28.8%
Asia Pacific 10,727 23.0% 11,953 26.7% (1,226) -10.3%
Corporate (**) (7,497) -1.7% (8,690) -2.5% 1,193 13.7%
Total 80,475 18.3% 66,724 19.1% 13,751 20.6%

The following table shows a breakdown of EBITDA by segment.

(*) 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) H1 2019 EBITDA
Margin
H1 2018 EBITDA
Margin
Change Change %
EMEA 147,271 24.3% 81,986 17.7% 65,285 79.6%
Americas 29,139 22.1% 20,845 19.1% 8,294 39.8%
Asia Pacific 27,269 30.0% 23,636 27.4% 3,633 15.4%
Corporate (**) (17,114) -2.1% (16,518) -2.5% (596) -3.6%
Total 186,565 22.4% 109,949 16.7% 76,616 69.7%
(€ thousands) H1 2019
w/o
IFRS 16 (*)
EBITDA
Margin
H1 2018 EBITDA
Margin
Change Change %
EMEA 109,151 18.0% 81,986 17.7% 27,165 33.1%
Americas 27,024 20.5% 20,845 19.1% 6,179 29.6%
Asia Pacific 22,135 24.3% 23,636 27.4% (1,501) -6.4%
Corporate (**) (17,114) -2.1% (16,518) -2.5% (596) -3.6%
Total 141,196 17.0% 109,949 16.7% 31,247 28.4%
EBITDA EBITDA
(€ thousands) Q2 2019 Margin Q2 2018 Margin Change Change %
EMEA 85,395 26.4% 51,576 20.9% 33,819 65.6%
Americas 16,423 23.9% 11,885 20.7% 4,538 38.2%
Asia Pacific 13,302 28.5% 11,953 26.7% 1,349 11.3%
Corporate (**) (7,497) -1.7% (8,690) -2.5% 1,193 13.7%
Total 107,623 24.5% 66,724 19.1% 40,899 61.3%
(€ thousands) Q2 2019
w/o
IFRS 16 (*)
EBITDA
Margin
Q2 2018 EBITDA
Margin
Change Change %
EMEA 66,291 20.5% 51,576 20.9% 14,715 28.5%
Americas 15,334 22.3% 11,885 20.7% 3,449 29.0%
Asia Pacific 10,727 23.0% 11,953 26.7% (1,226) -10.3%
Corporate (**) (7,497) -1.7% (8,690) -2.5% 1,193 13.7%

(*) 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

Gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €141,491 thousand (with an EBITDA margin of 23.3%) in the first six months of 2019.

If IFRS 16 had not been applied, EBITDA would have amounted to €103,371 thousand, an increase on the same period of the previous year of €21,385 thousand (+26.1%), including the €260 thousand in net exchange rate gains. The EBITDA margin would have reached 17.0%, a decrease of 0.7 p.p. compared to the same period of the previous year.

The results posted in the period were impacted by non-recurring costs for €5,780 thousand relating to the integration of GAES. Net of this item and excluding IFRS 16 application, EBITDA would have been €27,165 thousand higher (+33.1%) with an EBITDA margin of 18.0% (+0.3 p.p. compared to the same period of the previous year).

The results for this area highlight the continuous and strong improvement made in the EBITDA, and revenues, despite the dilutive effect of the GAES integration.

In the second quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €81,040 thousand (with an EBITDA margin of 25.1%).

Excluding the impact of IFRS 16 application, EBITDA would have amounted to €61,936 thousand, an increase on the same period of the previous year of €10,360 thousand (+20.1%), including net exchange rate gains of €178 thousand. The EBITDA margin would have reached 19.2%, a decrease of 1.7 p.p. on the same period of the previous year.

The results posted in the period reflect non-recurring costs of €4,355 thousand relating to the integration of GAES.

Net of this item and excluding IFRS 16 application, EBITDA would have been €14,715 thousand higher (+28.5%) with an EBITDA margin of 20.5% (-0.4 p.p. compared to the same period of the previous year), down slightly on the same period of the previous year due to a difference in GAES's seasonality.

Americas

Gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €29,114 thousand (with an EBITDA margin of 22.1%) in the first six months of 2019.

If IFRS 16 had not been applied, EBITDA would have amounted to €26,999 thousand, an increase on the same period of the previous year of €6,154 thousand (+29.5%), thanks also to net exchange rate gains of €1,715 thousand. The EBITDA margin would have reached 20.5%, an increase of 1.4 p.p. compared to the same period of the previous year.

The result was impacted marginally (€25 thousand) by the non-recurring costs incurred relating to the integration of GAES.

The results of this area reflect a strong operating efficiency which made it possible to absorb the dilutive effect of the consolidation of GAES's Latin American companies from an income statement standpoint and the higher marketing investments.

In the second quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €16,398 thousand (with an EBITDA margin of 23.8%).

Excluding the impact of IFRS 16 application, EBITDA would have amounted to €15,309 thousand, an increase on the same period of the previous year of €3,424 thousand (+28.8%) including net exchange rate gains of €809 thousand. The EBITDA margin would have reached 22.3%, an increase of 1.6 p.p. with respect to the same period of the previous year.

The above mentioned non-recurring costs had a marginal impact on the second quarter results.

Asia Pacific

Gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €27,269 thousand (with an EBITDA margin of 30.0%) in the first six months of 2019.

If IFRS 16 had not been applied, EBITDA would have amounted to €22,135 thousand, a decrease on the same period of the previous year of €1,501 thousand (-6.4%) attributable also to net exchange rate losses of €372 thousand. The EBITDA margin would have reached 24.3%, a decrease of 3.1 p.p. compared to the same period of the previous year.

The results reflect the greater difficulty encountered in the absorption of fixed costs in Australia and New Zealand due to a weaker market and consolidation of the Chinese joint venture.

In the second quarter alone, gross operating profit (EBITDA), determined based on the new IFRS 16, amounted to €13,302 thousand (with an EBITDA margin of 28.5%).

If IFRS 16 had not been applied, EBITDA would have amounted to €10,727 thousand, a decrease on the same period of the previous year of €1,226 thousand (-10.3%), attributable also to net exchange rate losses of €195 thousand. The EBITDA margin would have reached 23.0%, a decrease of 3.7 p.p. compared to the same period of the previous year.

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 €17,114 thousand in the first six months of 2019 (2.1% of the revenues generated by the Group's sales and services), an increase of €596 thousand with respect to the same period of the prior year.

In the second quarter alone, centralized corporate costs amounted to €7,497 thousand (1.7% of the revenues generated by Group's sales and services), a decrease of €1,193 thousand with respect to the same period of the previous year.

Operating profit (EBIT)

(€ thousands) First Half 2019 First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Operating profit (loss) (EBIT) 95,373 (5,870) 89,503 76,057 - 76,057
(€ thousands) First Half w/o IFRS 16 (*) First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Operating profit (loss) (EBIT) 92,779 (5,870) 86,909 76,057 - 76,057
(€ thousands) Second Quarter 2019 Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Operating profit (loss) (EBIT) 61,075 (4,445) 56,630 49,507 - 49,507
(€ thousands) Second Quarter w/o IFRS 16 (*) Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Operating profit (loss) (EBIT) 59,887 (4,445) 55,442 49,507 - 49,507

(*) 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 €89,503 thousand (with an EBIT margin of 10.8%) in the first six months of 2019.

If IFRS 16 had not been applied, EBIT would have reached €86,909 thousand, an increase on the same period of the previous year of €10,852 thousand (+14.3%), linked also to net exchange rate gains of €1,488 thousand. The EBIT margin would have come to 10.4%, a decrease of 1.1 p.p. compared to the same period of the previous year.

The results posted in the period were impacted by €5,780 thousand in non-recurring costs relating to the integration of GAES which had a slightly greater impact on EBIT than on EBITDA as a result of the impairment loss on an intangible asset. Net of this item and excluding IFRS 16 application, EBIT would have been €16,722 thousand higher (+22.0%) with an EBIT margin of 11.2% (-0.3 p.p. compared to the same period of the previous year).

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 €7,004 thousand.

In the second quarter alone, operating profit (EBIT), determined based on the new IFRS 16, amounted to €56,630 thousand (with an EBIT margin of 12.9%).

Excluding the impact of IFRS 16 application, EBIT would have reached €55,442 thousand, an increase on the same period of the previous year of €5,935 thousand (+12.0%) thanks also to net exchange rate gains of €745 thousand. The EBIT margin would have come to 12.6%, a decrease of 2.5 p.p. with respect to the same period of the previous year.

The results posted in the period were impacted by €4,445 thousand in non-recurring costs relating to the integration of GAES which had a slightly greater impact on EBIT than on EBITDA as a result of the impairment loss on an intangible asset. Net of this item and excluding IFRS 16 application, EBIT would have been €10,380 thousand higher (+21.0%) with an EBITDA margin of 13.6% (-0.5 p.p. compared to the same period of the previous year).

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 €3,504 thousand.

(€ thousands) H1 2019 EBIT
Margin
H1 2018 EBIT
Margin
Change Change %
EMEA 71,169 11.7% 59,737 12.9% 11,432 19.1%
Americas 24,011 18.2% 18,317 16.8% 5,694 31.1%
Asia Pacific 15,666 17.2% 17,072 19.8% (1,406) -8.2%
Corporate (**) (21,343) -2.6% (19,069) -2.9% (2,274) -11.9%
Total 89,503 10.8% 76,057 11.5% 13,446 17.7%
(€ thousands) H1 2019
w/o
IFRS 16 (*)
EBIT
Margin
H1 2018 EBIT
Margin
Change Change %
EMEA 69,216 11.4% 59,737 12.9% 9,479 15.9%
Americas 23,788 18.0% 18,317 16.8% 5,471 29.9%
Asia Pacific 15,248 16.7% 17,072 19.8% (1,824) -10.7%
Corporate (**) (21,343) -2.6% (19,069) -2.9% (2,274) -11.9%
Total 86,909 10.4% 76,057 11.5% 10,852 14.3%
(€ thousands) Q2 2019 EBIT
Margin
Q2 2018 EBIT
Margin
Change Change %
EMEA 45,344 14.0% 40,323 16.3% 5,021 12.4%
Americas 13,665 19.9% 10,599 18.4% 3,066 28.9%
Asia Pacific 7,265 15.6% 8,571 19.1% (1,306) -15.2%
Corporate (**) (9,644) -2.2% (9,986) -2.9% 342 3.4%
Total 56,630 12.9% 49,507 14.1% 7,123 14.4%

The following table shows the breakdown of EBIT by segment:

Interim Financial Report as at 30 June 2019 > Interim Management Report

(€ thousands) Q2 2019
w/o
IFRS 16 (*)
EBIT
Margin
Q2 2018 EBIT
Margin
Change Change %
EMEA 44,445 13.7% 40,323 16.3% 4,122 10.2%
Americas 13,602 19.8% 10,599 18.4% 3,003 28.3%
Asia Pacific 7,039 15.1% 8,571 19.1% (1,532) -17.9%
Corporate (**) (9,644) -2.2% (9,986) -2.9% 342 3.4%
Total 55,442 12.6% 49,507 14.1% 5,935 12.0%

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

(€ thousands) H1 2019 EBIT
Margin
H1 2018 EBIT
Margin
Change Change %
EMEA 77,014 12.7% 59,737 12.9% 17,277 28.9%
Americas 24,036 18.2% 18,317 16.8% 5,719 31.2%
Asia Pacific 15,666 17.2% 17,072 19.8% (1,406) -8.2%
Corporate (**) (21,343) -2.6% (19,069) -2.9% (2,274) -11.9%
Total 95,373 11.5% 76,057 11.5% 19,316 25.4%
(€ thousands) H1 2019
w/o
IFRS 16 (*)
EBIT
Margin
H1 2018 EBIT
Margin
Change Change %
EMEA 75,061 12.4% 59,737 12.9% 15,324 25.7%
Americas 23,813 18.1% 18,317 16.8% 5,496 30.0%
Asia Pacific 15,248 16.7% 17,072 19.8% (1,824) -10.7%
Corporate (**) (21,343) -2.6% (19,069) -2.9% (2,274) -11.9%
Total 92,779 11.2% 76,057 11.5% 16,722 22.0%
(€ thousands) Q2 2019 EBIT
Margin
Q2 2018 EBIT
Margin
Change Change %
EMEA 49,763 15.4% 40,323 16.3% 9,440 23.4%
Americas 13,691 19.9%
10,599 18.4% 3,092 29.2%
Asia Pacific 7,265 15.6% 8,571 19.1% (1,306) -15.2%
Corporate (**) (9,644) -2.2% (9,986) -2.9% 342 3.4%
Total 61,075 13.9% 49,507 14.1% 11,568 23.4%
(€ thousands) Q2 2019
w/o
IFRS 16 (*)
EBIT
Margin
Q2 2018 EBIT
Margin
Change Change %
EMEA 48,865 15.1% 40,323 16.3% 8,542 21.2%
Americas 13,627 19.8% 10,599 18.4% 3,028 28.6%
Asia Pacific 7,039 15.1% 8,571 19.1% (1,532) -17.9%
Corporate (**) (9,644) -2.2% (9,986) -2.9% 342 3.4%

(*) 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 €71,169 thousand (with an EBIT margin of 11.7%) in the first six months of 2019.

If IFRS 16 had not been applied, EBIT would have reached €69,216 thousand, an increase on the same period of the previous year of €9,479 thousand (+15.9%), including net exchange rate gains of €225 thousand. The EBIT margin would have come to 11.4% (-1.5 p.p. compared to the same period of the previous year).

The results posted in the period were impacted by €5,845 thousand in non-recurring costs relating to the integration of GAES which had a slightly greater impact on EBIT than on EBITDA as a result of the impairment loss on an intangible asset. Net of this item and excluding IFRS 16 application, EBIT would have been €15,324 thousand higher (+25.7%) with an EBIT margin of 12.4% (-0.5 p.p. compared to the same period of the previous year).

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 €6,830 thousand.

In the second quarter alone, operating profit (EBIT), determined based on the new IFRS 16, amounted to €45,344 thousand (with an EBIT margin of 14.0%).

Excluding the impact of IFRS 16 application, EBIT would have reached €44,445 thousand, an increase on the same period of the previous year of €4,122 thousand (+10.2%) thanks also to net exchange rate gains of €158 thousand. The EBIT margin would have come to 13.7%, a decrease of 2.6 p.p. with respect to the same period of the previous year.

The results posted in the period were impacted by €4,420 thousand in non-recurring costs relating to the integration of GAES which had a slightly greater impact on EBIT than on EBITDA as a result of the impairment loss described above. Net of this item and excluding IFRS 16 application, EBIT would have been €8,542 thousand higher (+21.2%) with an EBIT margin of 15.1%, a decrease of 1.2 p.p. on the same period of the previous year due to a difference in GAES's seasonality.

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 €24,011 thousand (with an EBIT margin of 18.2%) in the first six months of 2019.

If IFRS 16 had not been applied, EBIT would have reached €23,788 thousand, an increase on the same period of the previous year of €5,471 thousand (+29.9%), including net exchange rate gains of €1,559 thousand. The EBIT margin would have come to 18.0% (+1.2 p.p. compared to the same period of the previous year).

The results posted in the period were impacted marginally (€25 thousand) by the non-recurring costs described in the section on EBITDA and the impact of the increased amortization and depreciation stemming from the temporary allocation to intangible assets of part of the price paid for the GAES Group acquisition came to €174 thousand.

In the second quarter alone, operating profit (EBIT), determined based on the new IFRS 16, amounted to €13,665 thousand (with an EBIT margin of 19.9%).

If IFRS 16 had not been applied, EBIT would have reached €13,602 thousand, an increase on the same period of the previous year of €3,003 thousand (+28.3%), including net exchange rate gains of €737 thousand. The EBIT margin would have come to 19.8% (+1.4 p.p. compared to the same period of the previous year).

The results posted in the period were impacted marginally (€25 thousand) by the non-recurring costs described above 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 came to €89 thousand.

Asia Pacific

Operating profit (EBIT), determined based on the new IFRS 16, came to €15,666 thousand (with an EBIT margin of 17.2%) in the first six months of 2019.

If IFRS 16 had not been applied, EBIT would have come to €15,248 thousand, a decrease on the same period of the previous year of €1,824 thousand (-10.7%), including net exchange rate losses of €299 thousand. The EBIT margin would have come to 16.7%, a decrease of 3.1 p.p. compared to the same period of the previous year. This change is basically in line with the change in EBITDA described above.

In the second quarter alone operating profit (EBIT), determined based on the new IFRS 16, amounted to €7,265 thousand (with an EBIT margin of 15.6%).

If IFRS 16 had not been applied, EBIT would have come to €7,039 thousand, a decrease on the same period of the previous year of €1,532 thousand (-17.9%), including net exchange rate losses of €151 thousand. The EBIT margin would have come to 15.1%, down 4.0 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 €21,343 thousand in the first six months of 2019 (2.6% of the revenues generated by the Group's sales and services), an increase of €2,274 thousand with respect to the same period of the previous year.

These net costs amounted to €9,644 thousand (2.2% of the revenues generated by the Group's sales and services) in the second quarter alone, a decrease of €342 thousand with respect to the same period of the previous year.

(€ thousands) First Half 2019 First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Profit (loss) before tax 82,557 (5,870) 76,687 66,260 - 66,260
(€ thousands) First Half 2019 w/o IFRS 16 (*) First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Profit (loss) before tax 85,640 (5,870) 79,770 66,260 - 66,260
(€ thousands) Second Quarter 2019 Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Profit (loss) before tax 54,841 (4,445) 50,396 44,429 - 44,429
(€ thousands) Second Quarter w/o IFRS 16 (*) Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Profit (loss) before tax 56,490 (4,445) 52,045 44,429 - 44,429

Profit before tax

(*) For the sake of comparison, 2019 unaudited figures are shown without the application of IFRS 16.

Profit before tax, determined based on the new IFRS 16 based on which the interest paid on leased goods must be recognized, amounted to €76,687 thousand in the first six months of 2019 (with a gross profit margin of 9.2%). Based on the accounting standards applied in the prior period, profit before tax would have come to €79,770 thousand (with a gross profit margin of 9.6%), an increase of €13,510 thousand (+20.4%) compared to the profit before tax posted in the same period of the previous year. This increase is higher than the increase in EBIT described above due to a decrease in financial expense beginning in the third quarter of 2018 following 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 €5,870 thousand relating to the acquisition of the GAES Group in December 2018 and its integration, as described in the sections on EBITDA and EBIT.

Net of these one-offs and applying the same accounting standards, the increase in profit before tax reaches €19,380 thousand (+29.2%) in the first six months of 2019.

In the second quarter alone, profit before tax, determined based on the new accounting standards amounted to €50,396 thousand (with a gross profit margin of 11.5%). Based on the accounting standards applied in the prior period, profit before tax would have come to €52,045 thousand (with a gross profit margin of 11.8% excluding IFRS 16 application), an increase of €12,061 thousand (+27.1%), compared to the recurring profit before tax posted in the same period of the previous year.

(€ thousands) First Half 2019 First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Group net profit (loss) 59,363 (4,871) 54,492 47,038 - 47,038
(€ thousands) First Half 2019 w/o IFRS 16 (*) First Half 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Group net profit (loss) 61,891 (4,871) 57,020 47,038 - 47,038
(€ thousands) Second Quarter 2019 Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Group net profit (loss) 40,580 (3,810) 36,770 32,436 - 32,436
(€ thousands) Second Quarter w/o IFRS 16 (*) Second Quarter 2018
Recurring Non
recurring
Total Recurring Non
recurring
Total
Group net profit (loss) 41,927 (3,810) 38,117 32,436 - 32,436

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 effective as of 1 January, came to €54,492 thousand (with a profit margin of 6.5%) in the first six months of 2019. Based on the accounting standards applied in the prior year, the Group's net profit would have amounted to €57,020 thousand (with a profit margin of 6.9%), an increase of €9,982 thousand. Recurring net profit would have shown an increase of €14,853 thousand (+31.6%) compared to the same period of the previous year.

The Group's tax rate came to 28.9% compared to 29.1% at 30 June 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 24.4% (26.2% in the same period of the prior year).

In the second quarter alone, the Group's net profit, determined based on the new accounting standards, came to €36,770 thousand (with a profit margin of 8.4%). Based on the accounting standards applied in the prior year, the Group's net profit would have amounted to €38,117 thousand (with a profit margin of 8.7% excluding IFRS 16 application), an increase of €9,491 thousand (+29.3%) against the recurring net profit recorded in the same period of the previous year.

BALANCE SHEET REVIEW

Consolidated balance sheet by geographical area (*)

(€ thousands) 30/06/2019
EMEA Americas Asia Pacific Eliminations Total
Goodwill 814,016 123,866 245,647 - 1,183,529
Non-competition agreements,
trademarks, customer lists and lease
rights
227,488 10,197 38,180 - 275,865
Software, licenses, other intangible fixed
assets, fixed assets in progress and
advances
59,488 15,683 9,344 - 84,515
Tangible assets 157,538 13,586 24,977 - 196,101
Right-of-use assets 380,288 17,742 35,416 - 433,446
Financial fixed assets 4,518 36,062 - - 40,580
Other non-current financial assets 29,377 389 920 - 30,686
Non-current assets 1,672,713 217,525 354,484 - 2,244,722
Inventories 58,981 4,438 3,926 - 67,345
Trade receivables 130,202 39,595 18,316 (3,596) 184,517
Other receivables 72,812 11,495 5,908 (7) 90,208
Current assets (A) 261,995 55,528 28,150 (3,603) 342,070
Operating assets 1,934,708 273,053 382,634 (3,603) 2,586,792
Trade payables (121,145) (42,327) (14,223) 3,596 (174,099)
Other payables (231,504) (15,735) (16,919) 7 (264,151)
Provisions for risks and charges (current
portion)
(5,137) (1,107) - - (6,244)
Current liabilities (B) (357,786) (59,169) (31,142) 3,603 (444,494)
Net working capital (A) - (B) (95,791) (3,641) (2,992) - (102,424)
Derivative instruments (12,514) - - - (12,514)
Deferred tax assets 70,904 2,866 4,402 - 78,172
Deferred tax liabilities (69,829) (18,025) (11,112) - (98,966)
Provisions for risks and charges (non
current portion)
(20,441) (27,559) (575) - (48,575)
Liabilities for employees' benefits (non
current portion)
(20,560) (168) (1,817) - (22,545)
Loan fees 2,316 - - - 2,316
Other non-current payables (124,645) (10,704) (2,260) - (137,609)
NET INVESTED CAPITAL 1,402,153 160,294 340,130 - 1,902,577
Group net equity 624,417
Minority interests 1,129
Total net equity 625,546
Net medium and long-term financial
indebtedness
812,211
Net short-term financial indebtedness 28,856
Total net financial indebtedness 841,067
Lease liabilities 435,964
Total lease liabilities & net financial
indebtedness
1,277,031
NET EQUITY, LEASE LIABILITIES AND NET
FINANCIAL INDEBTEDNESS
1,902,577

(*) 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
advances
56,303 14,654 9,039 - 79,996
Tangible assets 155,319 9,807 23,815 - 188,941
Financial fixed assets 4,170 37,376 - - 41,546
Other non-current financial assets 25,606 298 848 - 26,752
Non-current assets 1,262,915 194,650 320,674 - 1,778,239
Inventories 53,313 5,084 3,343 - 61,740
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) 241,744 47,542 20,836 (1,636) 308,486
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) (97,516) (7,678) (9,322) - (114,516)
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, LEASE LIABILITIES 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 €2,244,722 thousand at 30 June 2019, an increase of €466,483 thousand compared to the €1,778,239 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-ofuse assets following application of IFRS 16 as of 1 January 2019; (ii) for €43,053 thousand by capital expenditure; (iii) for €34,476 thousand by right-of-use assets; (iv) for €35,094 thousand by acquisitions; (v) for €91,257 thousand by depreciation, amortization and impairment losses which includes the depreciation of the above right-of-use assets; (v) for €3,054 thousand by other net increases relating primarily to net exchange rate gains.

(€ thousands) 30/06/2019 31/12/2018 (*) Change
Goodwill 814,016 793,469 20,547
Non-competition agreements, trademarks, customer lists and lease
rights
227,488 228,048 (560)
Software, licenses, other intangible fixed assets, fixed assets in
progress and advances
59,488 56,303 3,185
EMEA Tangible assets 157,538 155,319 2,219
Right-of-use assets 380,288 - 380,288
Financial fixed assets 4,518 4,170 348
Other non-current financial assets 29,377 25,606 3,771
Non-current assets 1,672,713 1,262,915 409,798
Goodwill 123,866 122,184 1,682
Americas Non-competition agreements, trademarks, customer lists and lease
rights
10,197 10,331 (134)
Software, licenses, other intangible fixed assets, fixed assets in
progress and advances
15,683 14,654 1,029
Tangible assets 13,586 9,807 3,779
Right-of-use assets 17,742 - 17,742
Financial fixed assets 36,062 37,376 (1,314)
Other non-current financial assets 389 298 91
Non-current assets 217,525 194,650 22,875
Goodwill 245,647 245,945 (298)
Non-competition agreements, trademarks, customer lists and lease
rights
38,180 41,027 (2,847)
Software, licenses, other intangible fixed assets, fixed assets in
progress and advances
9,344 9,039 305
Asia Pacific Tangible assets 24,977 23,815 1,162
Right-of-use assets 35,416 - 35,416
Financial fixed assets - - -
Other non-current financial assets 920 848 72
Non-current assets 354,484 320,674 33,810

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 €1,672,713 thousand at 30 June 2019, an increase of €409,798 thousand compared to the €1,262,915 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 €34,491 thousand, by acquisitions;
  • for €18,150 thousand, by investments in property, plant and equipment, relating primarily to the opening of new and renewal of existing stores;
  • for €11,777 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 €23,981 thousand, by right-of-use assets;
  • for €74,551 thousand, by amortization, depreciation and impairment losses which includes the depreciation of the right-of-use assets referred to above;
  • for €3,846 thousand, by other net increases.

Americas

Non-current assets amounted to €217,525 thousand at 30 June 2019, an increase of €22,875 thousand compared to 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 €4,825 thousand, by investments in property, plant and equipment;
  • for €2,374 thousand, by investments in intangible assets;
  • for €7,833 thousand, by right-of-use assets;
  • for €603 thousand, by acquisitions;
  • for €5,103 thousand, by amortization and depreciation which includes the depreciation of the right-of-use assets referred to above;
  • for €401 thousand, by other net increases relating primarily to net exchange rate gains.

Asia Pacific

Non-current assets amounted to €354,484 thousand at 30 June 2019, an increase of €33,810 thousand compared to 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 €4,165 thousand, by investments in property, plant and equipment;
  • for €1,762 thousand, by investments in intangible assets;
  • for €2,662 thousand, by right-of-use assets;
  • for €11,603 thousand, by amortization and depreciation which includes the depreciation of the right-of-use assets referred to above;
  • for €1,193 thousand, by other net decreases relating primarily to net exchange rate losses.

Net invested capital

Net invested capital came to €1,902,577 thousand at 30 June 2019, an increase of €465,774 thousand compared to 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) 30/06/2019 31/12/2018 (*) Change
EMEA 1,402,153 1,000,957 401,196
Americas 160,294 136,970 23,324
Asia Pacific 340,130 298,876 41,254
Total 1,902,577 1,436,803 465,774

(*) 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 €1,402,153 thousand at 30 June 2019, an increase of €401,196 thousand compared to 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 nominal value of €36,899 thousand (€35,050 thousand in the same period of the prior year) and VAT credits with a nominal value of €13,646 thousand (€12,469 thousand in the same period of the prior year).

Americas

Net invested capital came to €160,294 thousand at 30 June 2019, an increase of €23,324 thousand compared to 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.

Asia Pacific

Net invested capital came to €340,130 thousand at 30 June 2019, an increase of €41,254 thousand compared to 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) 30/06/2019 31/12/2018 (*) Change
Net medium and long-term financial indebtedness 812,211 877,688 (65,477)
Net short-term financial indebtedness 157,655 53,083 104,572
Cash and cash equivalents (128,799) (89,915) (38,884)
Net financial indebtedness 841,067 840,856 211
Group net equity 624,417 594,919 29,498
Minority interests 1,129 1,028 101
Net Equity 625,546 595,947 29,599
Financial indebtedness/Group net equity 1.35 (**) 1.24 (***)
Financial indebtedness/Net equity 1.34 (**) 1.24 (***)
Financial indebtedness/EBITDA 2.23 (**) 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 €841,067 thousand at 30 June 2019, essentially unchanged with respect to 31 December 2018, after absorbing net investments in acquisitions of € 27,747 thousand.

Ordinary operations confirmed excellent cash flow generation with free cash flow reaching a positive €57,852 thousand (versus €44,490 thousand in the first six months of the prior year) after absorbing capital expenditures of €43,053 thousand (€26,703 thousand in the first half of 2018) and the payment of €30,939 thousand in dividends.

At 30 June 2019 the Group's total financial indebtedness amounted to €841,067 thousand net of cash and cash equivalents totaling €128,799 thousand.

Medium and long-term financial indebtedness amounts to €812,211 thousand, €14,231 thousand of which reflects the long-term portion of deferred payments for acquisitions. The decrease of €65,477 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 financial indebtedness) and the reclassification of a portion of the syndicated loan used to finance the GAES acquisition as short-term debt.

Short-term indebtedness amounts to €157,655 thousand, an increase of €104,572 thousand attributable mainly to the hot money and the reclassification described above.

In addition to the hot money (€100,000 thousand), short-term financial indebtedness includes the short-term portion of the syndicated loan (€33,125 thousand), the short-term portion of long-term loans (€6,666 thousand), interest payable on bank loans and the private placement

(€2,253 thousand), and the best estimate of the deferred payments for acquisitions (€10,099 thousand).

The chart below shows that the first significant maturity is in 2021 and that the cash and cash equivalents of €128.8 million, the unutilized portions of irrevocable credit lines which amount to €175 million, as well as the €52 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 €7,359 thousand at 30 June 2019, versus €9,333 thousand at 30 June 2018.

The interest payable on leases accounted for in accordance with IFRS amounted to €5,677 thousand.

Interest receivable on bank deposits came to €64 thousand at 30 June 2019, versus €214 thousand at 30 June 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 Half 2019 First Half 2018
OPERATING ACTIVITIES
Net profit (loss) attributable to the Group 54,492 47,038
Minority interests (5) (51)
Amortization, depreciation and write-downs:
- Intangible fixed assets 28,129 17,320
- Tangible fixed assets 20,353 16,572
- Right-of-use assets 42,775 -
Total amortization, depreciation and write-downs 91,257 33,892
Provisions, other non-monetary items and gain/losses from disposals 12,908 9,499
Group's share of the result of associated companies (193) (243)
Financial income and charges 13,009 10,040
Current and deferred income taxes 22,200 19,272
Change in assets and liabilities:
- Utilization of provisions (4,649) (5,861)
- (Increase) decrease in inventories (4,655) (3,324)
- Decrease (increase) in trade receivables (15,300) (6,541)
- Increase (decrease) in trade payables (736) (707)
- Changes in other receivables and other payables (722) (6,015)
Total change in assets and liabilities (26,062) (22,448)
Dividends received 125 158
Net interest charges (11,223) (9,540)
Taxes paid (17,035) (17,177)
Cash flow provided by (used in) operating activities before repayment of lease liabilities 139,473 70,440
Repayment of lease liabilities (39,655) -
Cash flow generated from (absorbed) by operating activities 99,818 70,440
INVESTING ACTIVITIES:
Purchase of intangible fixed assets (15,913) (7,107)
Purchase of tangible fixed assets (27,140) (19,596)
Consideration from sale of tangible fixed assets and businesses 1,087 753
Cash flow generated from (absorbed) by investing activities (41,966) (25,950)
Cash flow generated from operating and investing activities (Free cash flow) 57,852 44,490
Business combinations (*) (27,747) (37,973)
(Purchase) sale of other investments and securities - 388
Net cash flow generated from acquisitions (27,747) (37,585)
Cash flow generated from (absorbed) by investing activities (69,713) (63,535)

(€ thousands) First Half 2019 First Half 2018
FINANCING ACTIVITIES:
Fees paid on medium/long-term financing - (146)
Other non-current assets 1,318 1,313
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
(38) 117
Cash flow generated from (absorbed) by financing activities (29,659) (30,628)
Changes in net financial indebtedness 446 (23,723)
Net financial indebtedness at the beginning of the period (840,856) (296,265)
Effect of discontinued operations on net financial indebtedness - 24
Effect of exchange rate fluctuations on net financial indebtedness (657) 318
Changes in net indebtedness 446 (23,723)
Net financial indebtedness at the end of the period (841,067) (319,646)

(*) The item refers to the net cash flows used in the acquisition of businesses and equity investments.

The change in net financial indebtedness of €211 thousand is attributable to:

  • Investing activities:
    • capital expenditure on property, plant and equipment and intangible assets of €43,053 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 business transformation system for back office functions (Human Resources, Procurement, Administration and Finance);
    • acquisitions amounting to €27,747 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 €1,087 thousand.
  • Operating activities:
    • interest expense on financial indebtedness and other net financial expense of €11,223 thousand;
    • payment of taxes amounting to €17,035 thousand;
    • payment of principal on lease obligations of €39,655 thousand;
    • cash flows from operations of €167,731 thousand.
  • Financing activities:
    • payment of €30,939 thousand in dividends to shareholders;
    • decrease in other non-current assets of €1,318 thousand linked primarily to the repayment of loans granted to the indirect channel in the United States;
    • net proceeds from capital increases following the exercise of stock options of €148 thousand;
    • payment of €186 thousand in dividends to non-controlling interests by subsidiaries.
  • Net exchange rate losses of €657 thousand.

The non-recurring transactions described above had a negative impact on cash flow of €6,981 thousand in the first six 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 six months of 2019. 68 points of sale were acquired for a total investment of €27,747 thousand, including consolidated net financial indebtedness 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 six months:

  • 34 points of sale were acquired in Germany;
  • 31 points of sale were acquired in France;
  • 1 customer list was acquired in the United Kingdom;
  • 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 were acquired in the United States;
  • - 1 point of sale was acquired in Canada.

OUTLOOK

In the second half of 2019 the Group expects to continue recording a favorable trend in revenues, above market, 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, Germany and Canada. In 2019 the Group also expects the recurring EBITDA margin to be higher than in 2018, even after the consolidation of GAES. Lastly, the Group expects to proceed at a sustained pace with the execution of the 2020 strategic plan thanks to both the integration of GAES and the kick-off of the Amplifon Product Experience rollout in France, Australia and the United States in the third quarter.

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 JUNE 2019

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€ thousands) 30/06/2019 31/12/2018 (*) Change
ASSETS
Non-current assets
Goodwill Note 4 1,183,529 1,161,598 21,931
Intangible fixed assets with a finite useful life Note 5 360,380 359,402 978
Tangible fixed assets Note 6 196,101 188,941 7,160
Right-of-use assets Note 7 433,446 - 433,446
Investments valued at equity 2,273 2,025 248
Long-term hedging instruments 6,898 3,725 3,173
Deferred tax assets 78,172 75,204 2,968
Contract costs 6,518 5,594 924
Other assets 62,473 60,679 1,794
Total non-current assets 2,329,790 1,857,168 472,622
Current assets
Inventories 67,345 61,740 5,605
Trade receivables 184,517 169,454 15,063
Contract costs 3,816 3,853 (37)
Other receivables 86,333 73,380 12,953
Hedging instruments - - -
Other financial assets 73 60 13
Cash and cash equivalents 128,799 89,915 38,884
Current assets 470,883 398,402 72,481
TOTAL ASSETS 2,800,673 2,255,570 545,103

(*) 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) 30/06/2019 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 (35,848) (50,933) 15,085
Other reserves (28,788) (24,186) (4,602)
Retained Earnings 427,322 362,503 64,819
Profit (loss) for the period 54,491 100,443 (45,952)
Group net equity 624,417 594,919 29,498
Minority interests 1,129 1,028 101
Total net equity 625,546 595,947 29,599
Non-current liabilities
Medium/long-term financial liabilities Note 10 810,138 872,669 (62,531)
Lease liabilities Note 11 358,887 - 358,887
Provisions for risks and charges 48,575 49,619 (1,044)
Liabilities for employees' benefits 22,545 20,290 2,255
Long-term hedging instruments 6,068 1,957 4,111
Deferred tax liabilities 98,966 98,932 34
Payables for business acquisitions 14,231 16,136 (1,905)
Contract liabilities 126,517 118,791 7,726
Other long-term debt 11,092 7,411 3,681
Total non-current liabilities 1,497,019 1,185,805 311,214
Current liabilities
Trade payables 174,099 173,100 999
Payables for business acquisitions 10,099 12,643 (2,544)
Contract liabilities 95,671 93,692 1,979
Other payables 167,955 150,818 17,137
Hedging instruments 11 58 (47)
Provisions for risks and charges 6,244 4,916 1,328
Liabilities for employees' benefits 525 476 49
Short-term financial liabilities Note 10 146,427 38,115 108,312
Lease liabilities Note 11 77,077 - 77,077
Total current liabilities 678,108 473,818 204,290
TOTAL LIABILITIES 2,800,673 2,255,570 545,103

(*) 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 Half 2019 First Half 2018 (*)
Recurring Non
recurring
Total Recurring Non
recurring
Total Change
Revenues from sales and services 832,035 - 832,035 659,605 - 659,605 172,430
Operating costs (646,294) (5,805) (652,099) (551,065) - (551,065) (101,034)
Other income and costs 824 - 824 1,409 - 1,409 (585)
Gross operating profit (loss) (EBITDA) 186,565 (5,805) 180,760 109,949 - 109,949 70,811
Amortization, depreciation and
impairment
Amortization of intangible fixed assets Note 5 (27,865) - (27,865) (17,286) - (17,286) (10,579)
Depreciation of tangible fixed assets Note 6 (19,962) - (19,962) (16,465) - (16,465) (3,497)
Depreciation of right-of-use assets Note 7 (42,775) - (42,775) - - - (42,775)
Impairment and impairment reversals
of non-current assets
(590) (65) (655) (141) - (141) (514)
(91,192) (65) (91,257) (33,892) - (33,892) (57,365)
Operating profit (loss) (EBIT) 95,373 (5,870) 89,503 76,057 - 76,057 13,446
Financial income, charges and value
adjustments to financial assets
Group's share of the result of
associated companies valued at equity
193 - 193 243 - 243 (50)
Other income and charges,
impairment and revaluations of
financial assets
- - - (85) - (85) 85
Interest income and expense (7,180) - (7,180) (9,088) - (9,088) 1,908
Other financial income and expense (5,941) - (5,941) (413) - (413) (5,528)
Exchange gains and losses 457 - 457 (440) - (440) 897
Gain (loss) on assets measured at fair
value
(345) - (345) (14) - (14) (331)
(12,816) - (12,816) (9,797) - (9,797) (3,019)
Profit (loss) before tax 82,557 (5,870) 76,687 66,260 - 66,260 10,427
Current and deferred income tax Note
13
(23,199) 999 (22,200) (19,273) - (19,273) (2,927)
Total net profit (loss) 59,358 (4,871) 54,487 46,987 - 46,987 7,500
Net profit (loss) attributable to
Minority interests
(5) - (5) (51) - (51) 46
Net profit (loss) attributable to the
Group
59,363 (4,871) 54,492 47,038 - 47,038 7,454
Income (loss) and earnings per share (€ per share) Note 15 First Half 2019 First Half 2018
Earnings per share
-
Base
-
Diluted
0.24665
0.24180
0.21477
0.21005

(*) The Group has adopted IFRS 16 since 1 January 2019 applying the retrospective modified approach.

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

(€ thousands) First Half 2019 First Half 2018
Net income (loss) for the period 54,487 46,987
Other comprehensive income (expense) that will not be reclassified subsequently to profit
or loss:
Remeasurement of defined benefit plans (1,284) 394
Tax effect on items of other comprehensive income (expense) that will not be reclassified
subsequently to profit or loss
175 (61)
Total other comprehensive income (expense) that will not be reclassified subsequently to
profit or loss after the tax effect (A)
(1,109) 333
Other comprehensive income (expense) that will be reclassified subsequently to profit or
loss
Gains/(losses) on cash flow hedging instruments (1,653) (2,974)
Gains/(losses) from the foreign currency basis spread on derivatives 133 -
Net exchange rate gains (losses) from translation of financial statements of foreign entities 1,481 (6,663)
Tax effect on items of other comprehensive income (expense) that will be reclassified
subsequently to profit or loss
364 781
Total other comprehensive income (expense) that will be reclassified subsequently to
profit or loss after the tax effect (B)
325 (8,856)
Total other comprehensive expense (A)+(B) (784) (8,523)
Comprehensive income (expense) for the period 53,703 38,464
Attributable to the Group 53,630 38,507
Attributable to Minority interests 73 (43)

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
8,097
Other changes 31 10,616 (6,512)
Total comprehensive income
(expense) for the period
- Hedge accounting
- Actuarial gains (losses)
- Translation difference
- Profit for the first half of 2018
Balance at 30 June 2018 4,527 202,511 934 3,636 (57,434) 31,972
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 7,729
stock grants
Other changes
15,085 (11,470)
Total comprehensive income
(expense) for the period
- Hedge accounting
- Actuarial gains (losses)
- Translation difference
- Profit for the first half of 2019

(*) 2018 Balance Sheet has been restated for the temporary allocation of the GAES acquisition price.

Cash flow
hedge reserve
Actuarial
gains and
(losses)
Retained
earnings
Translation
difference
Profit 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)
8,097 8,097
(5,047) (912) 579 (333)
(2,193) 333 (6,671) 47,038 38,507 (43) 38,464
(2,193) (2,193) (2,193)
333 333 333
(6,671) (6,671) 8 (6,663)
47,038 47,038 (51) 46,987
(9,475) (4,991) 374,579 (43,355) 47,038 549,942 273 550,215
Foreign
Cash flow Curr. Basis Actuarial Total
hedge Spread gains and Retained Translation Profit for the Shareholders' Minority Total net
reserve reserve (losses) earnings difference 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)
7,729 7,729
657 (657) (4,685) (1,070) 28 (1,042)
(1,257) 101 (1,109) 1,404 54,491 53,630 73 53,703
(1,257) 101 (1,156) (1,156)
(1,109) (1,109) (1,109)
1,404 1,404 77 1,481
54,491 54,491 (4) 54,487
(8,612) (556) (8,232) 427,322 (46,786) 54,491 624,417 1,129 625,546

STATEMENT OF CONSOLIDATED CASH FLOWS

(€ thousands) First Half
2019
First Half
2018
OPERATING ACTIVITIES
Net profit (loss) 54,487 46,987
Amortization, depreciation and write-downs:
- intangible fixed assets 28,129 17,320
- tangible fixed assets 20,353 16,572
- right-of-use assets 42,775 -
- goodwill - -
Provisions, other non-monetary items and gain/losses from disposals 12,908 9,499
Group's share of the result of associated companies (193) (243)
Financial income and charges 13,009 10,040
Current, deferred tax assets and liabilities 22,200 19,272
Cash flow from operating activities before change in working capital 193,668 119,447
Utilization of provisions (4,649) (5,861)
(Increase) decrease in inventories (4,655) (3,324)
Decrease (increase) in trade receivables (15,300) (6,541)
Increase (decrease) in trade payables (736) (707)
Changes in other receivables and other payables (722) (6,015)
Total change in assets and liabilities (delta working capital) (26,062) (22,448)
Dividends received 125 158
Interest received (paid) (11,553) (2,523)
Taxes paid (17,035) (17,177)
Cash flow generated from (absorbed by) operating activities (A) 139,143 77,457
INVESTING ACTIVITIES:
Purchase of intangible fixed assets (15,913) (7,107)
Purchase of tangible fixed assets (27,140) (19,596)
Consideration from sale of tangible fixed assets 1,087 753
Cash flow generated from (absorbed by) operating investing activities (B) (41,966) (25,950)
Purchase of subsidiaries and business units (28,456) (39,338)
Increase (decrease) in payables through business acquisition (4,777) (351)
(Purchase) sale of other investments and securities - 388
Cash flow generated from (absorbed by) acquisition activities (C) (33,233) (39,301)
Cash flow generated from (absorbed by) investing activities (B+C) (75,199) (65,251)
FINANCING ACTIVITIES:
Increase (decrease) in financial payables 43,479 117,030
(Increase) decrease in financial receivables (119) (41)
Derivatives instruments and other non-current assets - -
Commissions paid for medium/long-term financing - (146)
Repayment of lease liabilities (39,655) -
Other non-current assets and liabilities 1,318 1,313
Treasury shares - (7,833)
Dividends distributed (30,939) (24,079)
Capital increases and minority shareholders' contributions and dividends paid to third
parties by subsidiaries
(38) 117
Cash flow generated from (absorbed by) financing activities (D) (25,954) 86,361
Net increase in cash and cash equivalents (A+B+C+D) 37,990 98,567
First Half First Half
(€ thousands) 2019 2018
Cash and cash equivalents at beginning of period 89,915 124,082
Effect of discontinued operations on cash & cash equivalents - (155)
Effect of exchange rate fluctuations on cash & cash equivalents 185 (73)
Liquid assets acquired 709 1,365
Flows of cash and cash equivalents 37,990 98,567
Cash and cash equivalents at end of period 128,799 223,786

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 Half
2019
First Half
2018
- Goodwill 20,629 28,489
- Customer lists 12,393 15,198
- Trademarks and non-competition agreements - -
- Other intangible fixed assets 184 195
- Tangible fixed assets 990 1,295
- Right-of-use assets 704 -
- Financial fixed assets 80 -
- Current assets 3,043 2,709
- Provisions for risks and charges (4) (7)
- Current liabilities (3,181) (4,406)
- Other non-current assets and liabilities (7,029) (4,691)
- Minority interests - (52)
Total investments 27,809 38,730
Net financial indebtedness acquired 647 608
Total business combinations 28,456 39,338
(Increase) decrease in payables through business acquisition 4,777 351
Purchase (sale) of other investments and securities - (388)
Cash flow absorbed by (generated from) acquisitions 33,233 39,301
(Cash and cash equivalents acquired) (709) (1,365)
Net cash flow absorbed by (generated from) acquisitions 32,524 37,936

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 June 2019) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland, with 100% of the shares, whilst Anna Maria Formiggini Holland retains usufruct.

The condensed interim consolidated financial statements at 30 June 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 June 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 June 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 June 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 June 2019 was authorized by a resolution of the Board of Directors of 30 July 2019 which approved their publication.

Pursuant to the Consob Communication of 28 July 2006, it is specified that during the first six 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
Lease liabilities 71,689 71,689 -

3. Restatement of 2018 Balance Sheet data figures according to the temporary allocation of the GAES acquisition price

During the first quarter 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.

Fair value 31/12/2018
(thousands of Euros) 31/12/2018 temporary
allocation
after temporary
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 188,651 290 188,941
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 39,173 1,857,168
Current assets
Inventories 61,770 (30) 61,740
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 (2,037) 398,402
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.

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 six months of 2019 the Group continued its external growth and finalized many acquisitions with the aim of increasing the coverage: specifically, 66 points of sale were purchased in the EMEA region and 2 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 €27,747 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 30/06/2019
Italy 540 - - - - 540
France 115,022 4,993 - - - 120,015
Spain 401,034 (*) - - - - 401,034
Portugal 13,497 - - - - 13,497
Hungary 1,018 - - - (3) 1,015
Switzerland 13,624 - - - 196 13,820
The Netherlands 32,781 - - - - 32,781
Belgium and Luxemburg 14,733 - - - - 14,733
Germany 187,817 15,377 - - - 203,194
Poland 217 - - - - 217
United Kingdom and Ireland 8,442 - - - (19) 8,423
Turkey 1,026 - - - (4) 1,022
Israel 3,720 - - - 7 3,727
USA and Canada 88,611 259 - - 1,363 90,233
Latin America 33,572 (*) - - - 60 33,632
Australia and New Zealand 227,190 - - - (313) 226,877
China 17,756 - - - - 17,756
India 998 - - - 15 1,013
Total 1,161,598 (*) 20,629 - - 1,302 1,183,529

(*) 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 30/06/2019
Accumulated
amortization
and impairment
at 30/06/2019
Carrying
amount at
30/06/2019
Software 122,838 (84,195) 38,643 132,929 (90,381) 42,548
Licenses 21,369 (11,191) 10,178 21,895 (13,033) 8,862
Non-competition agreements 6,459 (5,808) 651 7,054 (6,327) 727
Customer lists 353,108 (137,874) 215,234 365,886 (151,498) 214,388
Trademarks and concessions 81,495 (18,875) 62,620 81,585 (21,715) 59,870
Other 25,541 (10,100) 15,441 26,102 (10,691) 15,411
Fixed assets in progress and
advances
16,635 - 16,635 18,574 - 18,574
Total 627,445 (268,043) 359,402 654,025 (293,645) 360,380
(€ thousands) Carrying
amount at
31/12/2018
(*)
Investments Disposals Amortization Business
combinations
Impairment Other
net
changes
Carrying
amount at
30/06/2019
Software 38,643 2,457 (6) (8,373) 8 - 9,819 42,548
Licenses 10,178 459 - (1,846) 5 - 66 8,862
Non-competition
agreements
651 270 - (498) - - 304 727
Customer lists 215,234 - - (13,492) 12,393 - 253 214,388
Trademarks and
concessions
62,620 - - (2,784) - - 34 59,870
Other 15,441 812 (229) (918) 171 (199) 333 15,411
Fixed assets in
progress and
advances
16,635 11,915 - - - (65) (9,911) 18,574
Total 359,402 15,913 (235) (27,911) 12,577 (264) 898 360,380

(*) 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 €12,245 thousand to the temporary allocation of the considerations paid for the acquisitions made in EMEA;
  • For €332 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) Historical cost
at 31/12/2018
(*)
Accumulated
depreciation
and
impairment at
31/12/2018 (*)
Carrying
amount at
31/12/2018 (*)
Historical cost
at 30/06/2019
Accumulated
depreciation
and
impairment at
30/06/2019
Carrying
amount at
30/06/2019
Land
Buildings, construction and
leasehold improvements
168
223,218
-
(135,555)
168
87,663
167
229,306
-
(143,063)
167
86,243
Plant and machinery 54,097 (38,577) 15,520 56,933 (40,617) 16,316
Industrial and commercial
equipment
48,368 (33,612) 14,756 50,007 (35,548) 14,459
Motor vehicles 5,931 (4,238) 1,693 5,953 (3,955) 1,998
Computers and office
machinery
53,823 (41,131) 12,692 57,111 (43,853) 13,258
Furniture and fittings 114,341 (72,675) 41,666 119,639 (76,582) 43,057
Other tangible fixed assets 2,273 (1,295) 978 2,305 (1,369) 936
Fixed assets in progress and
advances
13,805 - 13,805 19,667 - 19,667
Total 516,024 (327,083) 188,941 541,088 (344,987) 196,101
Carrying
amount at
31/12/2018
Business Other
net
Carrying
amount at
(€ thousands) (*) Investments Disposals Depreciation combinations Impairment changes 30/06/2019
Land 168 - - - - - (1) 167
Buildings, construction and
leasehold improvements
87,663 6,858 - (8,610) 221 (253) 364 86,243
Plant and machinery 15,520 2,064 (48) (1,800) 352 (82) 310 16,316
Industrial and commercial
equipment
14,756 1,368 (32) (1,722) 53 (1) 37 14,459
Motor vehicles 1,693 588 (13) (378) - - 108 1,998
Computers and office
machinery
12,692 3,083 (22) (3,097) 36 (1) 567 13,258
Furniture and fittings 41,666 4,524 (1) (4,209) 328 (41) 790 43,057
Other tangible fixed assets 978 112 - (146) - (13) 5 936
Fixed assets in progress and
advances
13,805 8,543 (30) - - - (2,651) 19,667
Total 188,941 27,140 (146) (19,962) 990 (391) (471) 196,101

(*) 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 €977 thousand, is related to the temporary allocation of the price related to the acquisitions made in the EMEA region;
  • for €13 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 30/06/2019
impairment at
30/06/2019
amount at
30/06/2019
Stores and offices - - - 465,651 (40,457) 425,194
Motor vehicles - - - 10,109 (2,143) 7,966
Computers and office
machinery
- - - 371 (85) 286
Total - - - 476,131 (42,685) 433,446
Change
Carrying for Other Carrying
amount at IFRS 16 Business net amount at
(€ thousands) 31/12/2018 adoption Investments Disposals Depreciation combinations Impairment changes 30/06/2019
Stores and offices - 434,305 34,764 (3,715) (40,546) 702 - (316) 425,194
Motor vehicles - 7,387 3,693 (236) (2,144) 2 - (736) 7,966
Computers and
office machinery
- 371 2 - (85) - - (2) 286
Total - 442,063 38,459 (3,951) (42,775) 704 - (1,054) 433,446

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 June 2019 the share capital comprised 226,388,620 ordinary shares with a nominal value of €0.02 fully paid in and subscribed. At 31 December 2018 share capital was made of 226,353,620 shares. The increase recorded in the period is due to the exercise of 35,000 stock options, equivalent to 0.015% of the share capital.

On 7 May 2019, with reference to the Stock Grant Plan 2019-2025, the Board of Directors resolved to assign, based on the Remuneration and Appointment Committee's recommendations and pursuant to Art. 84 bis, par. 5 of Consob Regulation n. 11971/99, as amended, the first award cycle of the stock grant plan (for the period 2019-2021) which calls for the assignment of 620,000 shares.

During the period 1,692,875 performance stock grants rights were exercised. The parent transferred to the beneficiaries an equivalent number of treasury shares.

In the period there were no purchases of treasury shares. The total amount of treasury shares held at 30 June 2019 equals 4,022,870 or 1.777% of the parent's share capital.

Information relating to the treasury shares held is shown below:

No. of shares Average purchase price (Euro) Total amount
(€ thousands)
FV of transferred rights (Euro)
Held at 31 December 2018 5,715,745 8.911 50,933
Purchases - -
Transfers due to exercise of Performance Stock grants (1,692,875) 8.911 (15,085)
Total at 30 June 2019 4,022,870 8.911 35,848

9. Net financial position

In accordance with the requirements of the Consob communication dated 28 July 2006 and in compliance with the CESR (now ESMA) recommendation of 10 February 2005 "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", the Group's net financial position at 30 June 2019 was as follows:

(€ thousands) 30/06/2019 31/12/2018 Change
Liquid funds (128,799) (89,915) (38,884)
Other financial assets (14) - (14)
Payables for business acquisitions 10,099 12,643 (2,544)
Bank overdraft and other short-term loans from third
parties (including current portion of medium/long-term
debt)
141,559 34,852 106,707
Other financial payables 5,998 5,530 468
Non-hedge accounting derivative instruments 13 58 (45)
Short-term financial indebtedness 28,856 (36,832) 65,688
Private placement 2013-2025 114,236 113,537 699
Finance lease obligations - 385 (385)
Other medium/long-term debt 697,088 760,275 (63,187)
Hedging derivatives (13,344) (12,645) (699)
Medium/long-term acquisition payables 14,231 16,136 (1,905)
Net medium and long-term financial indebtedness 812,211 877,688 (65,477)
Net financial indebtedness 841,067 840,856 211
Lease liabilities (*) 435,964 - 435,964
Total lease liabilities & net financial indebtedness 1,277,031 840,856 436,175

(*) 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.

Medium/long-term financial indebtedness reached €812,211 thousand at 30 June 2019 versus €877,688 thousand at 31 December 2018, a difference of €65,477 thousand. The decrease posted in the period is attributable mainly to the substitution of revolving unsecured credit lines,

totaling €40 million, with hot money with better rates (included in short-term financial indebtedness) and the reclassification of a portion of the syndicated loan used to finance the GAES acquisition as short-term debt.

The short-term portion of the net financial position went from a positive €36,832 thousand at 31 December 2018 to a negative €28,856 thousand at 30 June 2019, a change of €65,688 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 long-term loans (€6,666 thousand), interest payable on bank loans and the private placement (€2,253 thousand), the best estimate of the deferred payments for acquisitions (€10,099 thousand), as well as cash and cash equivalents of €128,799 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) 30/06/2019
Private placement 2013-2025 114,236
Syndicated loan for GAES acquisition 483,625
Other medium/long-term debt 213,463
Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition (1,186)
Medium/long-term financial liabilities 810,138

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

(€ thousands) 30/06/2019
Bank overdraft and other short-term debt (including current portion of other long-term debt) 141,559
Other financial payables 5,998
Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition (1,130)
Short-term financial liabilities 146,427

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) 30/06/2019 31/12/2018 Change
Private placement 2013-2025 114,236 113,537 699
Syndicated loan for GAES acquisition 483,625 503,500 (19,875)
Other medium/long-term debt 213,463 256,775 (43,312)
Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES
acquisition
(1,186) (1,528) 342
Finance lease obligations - 385 (385)
Total medium/long-term financial liabilities 810,138 872,669 (62,531)
Short term debt 146,427 38,115 108,312
- of which current portion for the financing for GAES acquisition 33,125 26,500 6,625
- 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
(1,130) (2,268) 1,138
- of which current-portion of lease obligations - 837 (837)
Total short-term financial liabilities 146,427 38,115 108,312
Total financial liabilities 956,565 910,784 45,781

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
30/06/2019
(/000)
Fair value
(/000)
Nominal
interest rate (*)
18/12/2018 Amplifon S.p.A. 28/09/2023 265,000 251,750 251,750 1.582%
18/12/2018 Amplifon S.p.A. 28/03/2020
extendable to
28/09/2023
265,000 265,000 265,000 0.689%
Total in Euro 530,000 516,750 516,750

(*) 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.

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.

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 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 7,253 4.10% 3.39%
30/05/2013 Amplifon USA 31/07/2023 US\$ 8,000 9,006 4.71% 3.90%
31/07/2013 Amplifon USA 31/07/2020 US\$ 13,000 13,479 4.15% 3.42%
31/07/2013 Amplifon USA 31/07/2023 US\$ 52,000 58,651 4.76% 3.90%-3.94%
31/07/2013 Amplifon USA 31/07/2025 US\$ 50,000 59,209 4.91% 4.00%-4.05%
Total 130,000 147,597

(*) 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 Maturity Currency Nominal value
(/000)
Fair value
(/000)
Nominal
interest rate
Euro (*)
28/09/2017 Amplifon S.p.A. Bullet financing 28/09/2021 100,000 101,312 0.987%
24/10/2017 Amplifon S.p.A. Amortizing
financing
31/10/2022 50,000 51,178 1.329%
23/03/2018 Amplifon S.p.A. Bullet financing 22/03/2022 30,000 30,555 1.00%
11/01/2018 Amplifon S.p.A. Bullet financing 11/01/2022 20,000 20,220 1.04%
21/12/2016 Amplifon S.p.A. Revolving line 21/12/2021 20,000 20,000 0.75%
Total in Euro 220,000 223,265

(*) 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 200 million medium/long-term bilateral loans with top-tier banks;
  • the EUR 195 million in medium/long-term revolving irrevocable credit lines with top-tier banks, of which EUR 20 million received at 30 June 2019,

are subject to the covenants listed below:

  • the ratio of Group net financial indebtedness to Group 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 3.26 through 30 June 2019 and 2.85 in the following periods;
  • 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 standards IFRS 9, 15 and 16, which resulted in significant adjustments to the amounts recognized in the financial statements, Amplifon redefined the covenants with banks and financial investors in order to preserve the same headroom for Amplifon and the same protection level to lenders.

As at 30 June 2019 the ratios, which confirm the covenant requirements, were as follows:

Value at
30/06/2019
Net financial indebtedness/Group net equity 1.35
Net financial indebtedness/EBITDA for the last 4 quarters 2.23
EBITDA for the last 4 quarters/Net financial expenses 25.88

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 nine months of 2018.

Value at
(€ thousands) 30/06/2019
Group EBITDA first half year 180,760
EBITDA July-December 2018 without IFRS 16 115,518
IFRS 16 impact on EBITDA July-December 2018 36,356
Fair value of share-based payments (July 2018-June 2019) 15,523
EBITDA normalized (from acquisitions and disposals) 5,342
IFRS 16 impact on EBITDA related to acquisitions 7,013
Acquisitions and non-recurring costs 16,543
EBITDA for covenant calculation 377,055

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 €0.2 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:

30/06/2019 Effect of first-time IFRS 16
application as of
01/01/2019
Short-term lease liabilities 77,077 71,689
Long-term lease liabilities 358,887 368,117
Lease liabilities 435,964 439,806

During the reporting period the following expense items were recognized in the income statement:

First Half 2019
Interest paid on leased assets 5,677
Costs relating to short-term and low-value leases 5,502

12. Revenues from sales and services

(€ thousands) First Half 2019 First Half 2018 Change
Revenues from sales of products 739,217 584,682 154,535
Revenues from services 92,818 74,923 17,895
Revenues from sales and services 832,035 659,605 172,430

Consolidated revenues from sales and services amounted to €832,035 thousand in the first six months of 2019, an increase of €172,430 thousand (+26.1%) 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 €133,231 thousand (+20.2%), 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 €31,731 thousand (+4.8%). Net exchange rate gains came to €7,468 thousand (+1.1%) driven primarily by the strengthening of the USD against the Euro.

13. Taxes

The Group's tax rate came to 28.9% compared to 29.1% at 30 June 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 24.4% (26.2% 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 Half 2019 First Half 2018
Operating costs GAES integration costs (5,805) -
Impairment and impairment
reversals of non-current
assets
Impairment of GAES intangible asset (65) -
Profit before tax (5,870) -
Tax Impact of the above items on the tax burden for the period 999 -
Total (4,871) -

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 Half 2019 First Half 2018
Net profit (loss) attributable to ordinary shareholders (€ thousand) 54,492 47,038
Average number of shares outstanding in the period 220,928,080 219,013,756
Average earnings per share (€ per share) 0.24665 0.21477

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 Half 2019 First Half 2018
Average number of shares outstanding in the period 220,928,080 219,013,756
Weighted average of potential and diluting ordinary shares 4,436,127 4,922,503
Weighted average of shares potentially subject to options in the period 225,364,207 223,936,259

The diluted earnings per share were determined as follows:

Diluted earnings per share First Half 2019 First Half 2018
Net profit attributable to ordinary shareholders (€ thousand) 54,492 47,038
Average number of shares outstanding in the period 225,364,207 223,936,259
Average diluted earnings per share (€) 0.24180 0.21005

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 June 2019) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland, with 100% of the shares, whilst Anna Maria Formiggini Holland retains usufruct.

The transactions with related parties, including intercompany transactions do not qualify as atypical or unusual, and fall within the Group's normal course of business and are conducted at arm's-length as dictated by the nature of the goods and services provided.

(€ thousands) 30/06/2019 First Half 2019 Trade receivables Trade payable Other receivables Other payables Other assets Revenues for sales and services Operating costs Interest income and expense Amplifin S.p.A. 5 1,122 232 (7) 11 Total – Parent 5 - 1,122 232 - - (7) 11 Comfoor BV (The Netherlands) 299 (1,746) 125 Comfoor GmbH (Germany) 6 (15) Ruti Levinson Institute Ltd (Israel) 261 123 Afik - Test Diagnosis & Hearing Aids Ltd (Israel) 61 22 235 (11) Total – Other related parties 322 305 - - 22 358 (1,772) 125 Total 327 305 1,122 232 22 358 (1,779) 136 Total as per financial statements 184,517 174,099 86,333 167,955 62,473 832,035 (652,099) (7,180) % of financial statements total 0.18% 0.18% 1.30% 0.14% 0.04% 0.04% 0.27% -1.89%

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;
  • 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, joint ventures from which hearing protection devices are purchased and then distributed in Group stores;
  • existing agreements with the parent Amplifin S.p.A. for:
    • the lease of the property in Milan at Via Ripamonti No. 133, the registered office and Corporate headquarters of Amplifon S.p.A. and ancillary services including routine property maintenance, cafeteria, office cleaning, porters and security;
    • the rental of retail store space.

The other payables refer to withholding tax on foreign income made by Amplifon S.p.A. during the period when the tax consolidation agreement was still in place (2014 – 2016) and not recovered by the consolidator Amplifin S.p.A. In accordance with the Consolidated income tax act, the tax credit was reallocated to Amplifon S.p.A. upon termination of the tax consolidation agreement.

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 June 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 June 2019 2018 30 June 2018
Average
exchange rate
As at
30 June
As at
31 December
Average
exchange rate
As at
30 June
Panamanian balboa 1.130 1.138 1.145 1.210 1.166
Australian dollar 1.600 1.624 1.622 1.569 1.579
Canadian dollar 1.507 1.489 1.561 1.546 1.544
New Zealand dollar 1.682 1.696 1.706 1.691 1.725
Singapore dollar 1.536 1.540 1.559 1.605 1.590
US dollar 1.130 1.138 1.145 1.210 1.166
Hungarian florin 320.420 323.39 320.98 314.113 329.77
Swiss franc 1.130 1.111 1.127 1.170 1.157
Egyptian lira 19.566 19.001 20.511 21.458 20.866
Turkish lira 6.356 6.566 6.059 4.957 5.339
New Israeli shekel 4.090 4.061 4.297 4.258 4.263
Argentine peso 46.800 48.568 43.159 24.182 24.819
Chilean peso 763.39 773.850 794.370 740.190 744.580
Colombian peso 3,602.82 3,638.99 3,721.81 3,513.45 3,439.76
Mexican peso 21.654 21.820 22.492 23.037 22.525
Brazilian real 4.342 4.351 4.444 4.142 4.488
Chinese renminbi 7.668 7.819 7.875 7.815 7.747
Indian rupee 79.124 78.524 79.730 79.490 79.813
British pound 0.874 0.897 0.895 0.880 0.886
Polish zloty 4.292 4.250 4.301 4.221 4.373

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.

ASIA
(€ thousands) EMEA AMERICAS PACIFIC ELIM. CONSOLIDATED
Goodwill 814,016 123,866 245,647 - 1,183,529
Intangible fixed assets with a finite useful life 286,976 25,880 47,524 - 360,380
Tangible fixed assets 157,538 13,586 24,977 - 196,101
Right-of-use assets 380,288 17,742 35,416 - 433,446
Investments valued at equity 2,273 - - - 2,273
Hedging instruments 6,898 - - - 6,898
Deferred tax assets 70,904 2,866 4,402 - 78,172
Contract costs 6,263 184 71 - 6,518
Other assets 25,358 36,266 849 - 62,473
Total non-current assets 2,329,790
Inventories 58,981 4,438 3,926 - 67,345
Receivables 199,321 50,991 24,141 (3,603) 270,850
Contract costs 3,634 99 83 - 3,816
Other financial assets 73
Cash and cash equivalents 128,799
Total current assets 470,883
TOTAL ASSETS 2,800,673
Net Equity 625,546
Medium/long-term financial liabilities 810,138
Lease liabilities 358,887
Provisions for risks and charges 20,441 27,559 575 - 48,575
Liabilities for employees' benefits 20,560 168 1,817 - 22,545
Hedging instruments 6,068 - - - 6,068
Deferred tax liabilities 69,829 18,025 11,112 - 98,966
Payables for business acquisitions 13,920 311 - - 14,231
Contract liabilities 117,051 7,690 1,776 - 126,517
Other long-term debt 7,594 3,014 484 - 11,092
Total non-current liabilities 1,497,019
Trade payables 121,145 42,327 14,223 (3,596) 174,099
Payables for business acquisitions 9,545 349 205 - 10,099
Contract costs 79,962 8,052 7,657 - 95,671
Other payables 151,083 7,617 9,262 (7) 167,955
Hedging instruments 11 - - - 11
Provisions for risks and charges 5,137 1,107 - - 6,244
Liabilities for employees' benefits 459 66 - - 525
Short-term financial liabilities 146,427
Lease liabilities 77,077
Total current liabilities 678,108
TOTAL LIABILITIES 2,800,673

Statement of Financial Position as at 30 June 2019 (*)

(*) 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 155,319 9,807 23,815 - 188,941
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 1,857,168
Inventories 53,313 5,084 3,343 - 61,740
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 398,402
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 Half 2019 (*)

Frist Half 2019
(€ thousands) EMEA AMERICAS ASIA PACIFIC CORPORATE CONSOLIDATED
Revenues from sales and services 607,128 131,884 91,037 1,986 832,035
Operating costs (466,168) (103,135) (63,729) (19,067) (652,099)
Other income and costs 531 365 (39) (33) 824
Gross operating profit (loss) by segment
(EBITDA)
141,491 29,114 27,269 (17,114) 180,760
Amortization, depreciation and impairment
Amortization of intangible fixed assets (17,557) (2,354) (4,347) (3,607) (27,865)
Depreciation of tangible fixed assets (16,003) (856) (2,481) (622) (19,962)
Depreciation of right-of-use assets (36,167) (1,893) (4,715) - (42,775)
Impairment and impairment reversals of non
current assets
(595) - (60) - (655)
(70,322) (5,103) (11,603) (4,229) (91,257)
Operating profit (loss) by segment (EBIT) 71,169 24,011 15,666 (21,343) 89,503
Financial income, expense and value
adjustments to financial assets
Group's share of the result of associated
companies valued at equity
Other income and expense, impairment and
193 - - - 193
revaluations of financial assets -
Interest income and expense (7,180)
Other financial income and expense (5,941)
Exchange gains and losses 457
Gain (loss) on assets measured at fair value (345)
(12,816)
Net profit (loss) before tax 76,687
Current and deferred income tax (22,200)
Total net profit (loss) 54,487
Minority interests (5)
Net profit (loss) attributable to the Group 54,492

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

Income Statement – First Half 2018 (*)

First Half 2018
(€ thousands) EMEA AMERICAS ASIA PACIFIC CORPORATE CONSOLIDATED
Revenues from sales and services 462,961 109,339 86,118 1,187 659,605
Operating costs (381,897) (88,481) (62,843) (17,844) (551,065)
Other income and costs 922 (13) 361 139 1,409
Gross operating profit (loss) by segment
(EBITDA)
81,986 20,845 23,636 (16,518) 109,949
Amortization, depreciation and impairment
Amortization of intangible fixed assets (9,156) (1,925) (3,962) (2,243) (17,286)
Depreciation of tangible fixed assets (13,016) (603) (2,538) (308) (16,465)
Impairment and impairment reversals of non
current assets
(77) - (64) - (141)
(22,249) (2,528) (6,564) (2,551) (33,892)
Operating profit (loss) by segment (EBIT) 59,737 18,317 17,072 (19,069) 76,057

Financial income, expense and value

adjustments to financial assets
Group's share of the result of associated
companies valued at equity
243
-
-
-
243
Other income and expense, impairment and
revaluations of financial assets
(85)
Interest income and expense (9,088)
Other financial income and expense (413)
Exchange gains and losses (440)
Gain (loss) on assets measured at fair value (14)
(9,797)
Net profit (loss) before tax 66,260
Current and deferred income tax (19,273)
Total net profit (loss) 46,987
Minority interests (51)
Net profit (loss) attributable to the Group 47,038

(*) 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 June 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 '17 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 19 July 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

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 July, the group has continued its external growth through acquisitions and purchased about 6 stores in Germany and Switzerland (where also a customer list was purchased).

After 30 June 2019 the group continued its stock grant remuneration program and granted 154,986 treasury shares as at 30 July 2019. As at the date of the above financial statements, the total of treasury shares in portfolio is 3,867,884, corresponding to 1.709% of the company share capital.

Milan, 30 July 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 June 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
30/06/2019
Amplifon Rete Milan (Italy) D EUR 11,500 4.4%
Amplifon France SAS Arcueil (France) D EUR 48,550,898 100.0%
SCI Eliot Leslie Lyon (France) I EUR 610 100.0%
Aides Auditives de France SAS Clermont-Ferrand
(France)
D EUR 30,000 100.0%
Audio-Conseil SAS Angers (France) D EUR 100,000 100.0%
Ré Audition SAS La Rochelle (France) I EUR 400,000 100.0%
Acoustique Rey Sarl La Rochelle (France) I EUR 7,623 100.0%
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%
Amplifon Iberica SA Barcelona (Spain) D EUR 26,578,809 100.0%
Fundación Amplifon Iberica Madrid (Spain) I EUR 30,000 100.0%
GAES S.A. Barcelona (Spain) D EUR 332,112 100.0%
Instituto Valenciano De La Sordera S.L. Valencia (Spain) D EUR 12,020 100.0%
Microson S.A. Barcelona (Spain) D EUR 61,752 100.0%
Company name Head office Direct/Indirect
ownership
Currency Share
Capital
% held as at
30/06/2019
Blambos S.L. Barcelona (Spain) I EUR 5,959,600 100.0%
Circulo Famex 25 S.L. Barcelona (Spain) I EUR 847,523 100.0%
Centro de Audioprotesistas Españoles
S.L.
Girona (Spain) I EUR 120,200 100.0%
Centre Auditiu Badalona S.L. Barcelona (Spain) I EUR 75,000 100.0%
Centre Auditiu Vic S.L. Barcelona (Spain) I EUR 37,500 100.0%
Oidos Audionatur S.L. Barcelona (Spain) I EUR 90,000 100.0%
Nostar 22 S.L. Barcelona (Spain) I EUR 3,012 100.0%
Noalia Plus S.L. Barcelona (Spain) I EUR 3,012 100.0%
Nicer Beta S.L. Barcelona (Spain) I EUR 33,012 100.0%
Boston Audit S.L. Barcelona (Spain) I EUR 77,820 100.0%
Instituto Gallego de la Audición S.L. Barcelona (Spain) I EUR 10,000 100.0%
Centeralia S.L. Barcelona (Spain) I EUR 3,012 100.0%
Centro Auditivo Benidorm S.L. Barcelona (Spain) I EUR 3,005 100.0%
Servicios Audiologicos Castilla y Leon
S.L.
Barcelona (Spain) I EUR 27,900 100.0%
Auditiva 2014 S.A. Andorra la Vella
(Andorra)
I EUR 3,000 100.0%
Amplifon Portugal SA Lisbon (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 Brussels (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%
Egger Hörgeräte + Gehörschutz GmbH,
Kempten
Kempten (Germany) I EUR 25,100 100.0%
Egger Hörgeräte + Gehörschutz
Oberstdorf GmbH
Oberstdorf (Germany) I EUR 25,000 100.0%
Egger Hörgeräte + Gehörschutz GmbH,
Amberg
Amberg (Germany) I EUR 26,000 100.0%
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%
Company name Head office Direct/Indirect
ownership
Currency Share
Capital
% held as at
30/06/2019
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%
6793798 Manitoba Ltd Winnipeg (Canada) I CAD 0 100.0%
Amplifon South America Holding LTDA São Paulo (Brazil) 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 Bogotà (Colombia) I COP 10,000,000,000 100.0%
Soluciones Audiologicas de Colombia
SAS
Bogotà (Colombia) I COP 45,000,000 100.0%
Audiovital S.A. Quito (Ecuador) I USD 430,337 100.0%
Centros Auditivos GAES Mexico sa de cv Ciudad de México
(Mexico)
I MXN 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%
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%
Company name Head office Direct/Indirect
ownership
Currency Share
Capital
% held as at
30/06/2019
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., despite being owned by Amplifon at 51%, is 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 at
30/06/2019
B2C SAS (in liquidation) Ajaccio (France) I EUR 16,165 21.0%
Comfoor BV Doesburg (The
Netherlands)
I EUR 18,000 50.0%
Comfoor GmbH Emmerich am Rhein
(Germania)
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)

We, the undersigned, Enrico Vita, Chief Executive Officer, and Gabriele Galli, Executive Responsible for Corporate Accounting Information for Amplifon S.p.A., taking into account the provisions of article 154-bis, paragraphs 3 and 4 of Law 58/98, certify:

  • the adequacy, by reference to the characteristics of the business;
  • the effective application of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements during the period from 1 January to 30 June 2019.

We also certify that the condensed interim consolidated financial statements at 30 June 2019:

  • have been prepared in accordance with the International Financial Reporting Standards recognized in the European Union under the EC regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002;
  • correspond to the underlying accounting entries and records;
  • provides a true and fair view of the financial performance and financial position of the issuer and of all of the companies included in the consolidation scope.

The management report includes a reliable operating and financial analysis of the parent and all the companies included in the consolidation scope as well as a description of the main risks and uncertainties to which they are exposed.

Milan, 30 July 2019

CEO Executive Responsible for Corporate Accounting Information

Enrico Vita Gabriele Galli