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Amplifon Interim / Quarterly Report 2020

Aug 6, 2020

4030_ir_2020-08-06_2043d830-67f0-46b9-bd9a-3b1ccedadf84.pdf

Interim / Quarterly Report

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INDEX

PREFACE
4
INTERIM MANAGEMENT REPORT AS AT 30 JUNE 2020
5
HIGHLIGHTS
6
MAIN ECONOMIC AND FINANCIAL FIGURES
10
INDICATORS12
SHAREHOLDER INFORMATION
14
RECLASSIFIED CONSOLIDATED INCOME STATEMENT
16
RECLASSIFIED CONSOLIDATED BALANCE SHEET
19
CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT21
INCOME STATEMENT REVIEW
22
BALANCE SHEET REVIEW42
ACQUISITION OF COMPANIES AND BUSINESSES
53
OUTLOOK
54
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT 30 JUNE 2020
57
CONSOLIDATED STATEMENT OF FINANCIAL POSITION57
CONSOLIDATED INCOME STATEMENT
59
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
60
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY61
STATEMENT OF CONSOLIDATED CASH FLOWS
63
SUPPLEMENTARY INFORMATION TO THE STATEMENT OF CONSOLIDATED CASH FLOWS
64
NOTES65
1. General Information65
2. Impacts of COVID-19 emergency on the Group's performance and financial position,
measures adopted, risks and areas of uncertainty66
3. Acquisitions and goodwill
70
4. Intangible fixed assets with finite useful life73
5. Tangible fixed assets
74
6. Right-of-use assets75
7. Share capital76
8. Net financial position
77
9. Financial liabilities79
10. Lease liabilities
82
11. Revenues from sales and services83
12. Income taxes83
13. Non-recurring significant events84
14. Earnings (loss) per share
84
15. Transactions with parents and other related parties
85
16. Financial risk management
86
17. Contingent liabilities
86
18. Translation of foreign companies' financial statements87
19. Segment reporting
88
20. Accounting policies
93
21. Subsequent events97
ANNEXES 98
Consolidation scope98
Declaration of the Executive Responsible for Corporate Accounting Information pursuant
to Article 154-bis of Legislative Decree 58/1998 (Consolidated Finance Act)102
INDEPENDENT AUDITOR'S REPORT ON REVIEW OF CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS AT 30 JUNE 2020 103

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.

PREFACE

This Interim Financial Report was prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) endorsed by the European Union with the exception of the amendment to IFRS 16 "Leases Covid-19 - Related Rent Concessions" approved by the IASB on 28 May 2020 which, despite the favorable opinions of both the EFRAG and the European Council, has yet to be endorsed by the European Union. However, this amendment was applied in this interim financial report in order to provide a more accurate and complete representation of the half-year results. This amendment introduces a practical expedient based on which any concessions obtained as a result of Covid-19 related renegotiations such as a reduction in lease payments for the period through 30 June 2021, are not viewed as lease modifications, but as variable lease payments, which positively impacts the income statement.

This Interim Financial Report should be read together with the Group's consolidated financial statements as at and for the year ended 31 December 2019 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 2020

HIGHLIGHTS

The Covid-19 health crisis, which had a material impact beginning in March and peaked in April, interrupted the positive growth trend the Group had recorded since 2014 which was also confirmed in the first two months of the year when double-digit growth was recorded. Even though hearing care services were categorized as essential services by the authorities in the majority of the countries in which Amplifon operates and the stores could, therefore, continue to operate, the severe lockdown measures adopted caused a generalized, significant drop in traffic and the stores' hours of operation. Revenue, consequently, fell by 26.2% in the first half of the year as a result of the sharp 43.1% contraction recorded in the second quarter during which revenue in April, the most difficult month, plummeted by 65%. In subsequent months, as the lockdown measures were eased, sales showed marked recovery with an encouraging trend that even exceeded initial expectations, with a rapid acceleration in sales that brought the difference against the prior year to around -45% in May,-20% in June and, finally, to growth in July with respect to the same month of 2019.

In order to offset the pandemic's impact on financial and economic results, the Group immediately adopted a timely plan of action, beginning in March, in order to reduce costs, generate cash and safeguard its net financial position, which was already solid. Amplifon further strengthened its financial structure by completing important refinancing at market rates in order to guarantee ample headroom (over €650 million in cash on balance sheet and undrawn committed revolving credit facilities) which, in addition to helping during the difficult economic situation, particularly in the second quarter, provides the Group with a safety net in the event of further lockdown measures should the pandemic worsen again.

The measures implemented to contain and optimize costs include those relative to the cost of labor (activation of government social schemes, voluntary salary reduction by management, hiring freeze), marketing costs (cancellation of most activities and planned investments) and other costs (suspension of discretionary costs and renegotiation of different contracts, including leases). The Group also limited investments to essential capex (approximately 20-25% of the average annual capex) and temporarily suspended all M&A. Lastly, but just as important, the entire profit for 2019 was allocated to retained earnings and dividends were not distributed to shareholders.

Along with the actions aimed at safeguarding the Group's economic-financial results, important measures were also adopted to protect the health of its employees and guarantee the full safety of its customers. More in detail, thanks to the collaboration of expert virologists and in compliance with the mandatory restrictions in the different countries, new protocols were developed and adopted not only for the Group's sales network, but also at headquarters in preparation for the gradual return of back office personnel to the workplace.

The effective and timely implementation of the measures described above made it possible for the Group to significantly limit the impact that the strong contraction in sales had on profitability, posting a recurring EBITDA of €131,299 thousand in the first six months of the year with an EBITDA margin of 21.4%, a drop of just 1 p.p. against the first half of 2019. The result

also benefitted from the Covid-19-related concessions (discounts or exemption from payment) obtained by Amplifon when renegotiating the leases for its distribution network which amounted to €7,042 thousand.

The International Accounting Standards Board (IASB) approved an amendment to IFRS 16 which provides a practical expedient based on which any concessions obtained as a result of Covid-19 related renegotiations such as a reduction in leases owed for the period through 30 June 2021, are not viewed as lease modifications but as variable lease payments which positively impacts the income statement. While this amendment has not yet been endorsed by the European Union, the Group applied it anyway in order to better represent the results for the reporting period.

If the practical expedient had not been applied, Amplifon would have reported an EBITDA of €124,256 thousand in the first half of the year, with an EBITDA margin of 20.2%, down 2.2 p.p. against the recurring margin posted in the first half of 2019.

Despite the strong drop in revenues, the second quarter was positively impacted by the Group's actions on costs and closed with an EBITDA of €66,444 thousand and a margin of 26.5%, 2.0 p.p. higher than in second quarter of 2019 on a recurring basis. If the amendment described above had not been applied, EBITDA would have reached €59,402 thousand in the quarter, with an EBITDA margin of 23.7%, just 0.8 p.p. less than in the second quarter of 2019 on a recurring basis.

In the different markets in which it operates, the Group also sought to access the subsidies and benefits made available by the different governmental authorities and other public bodies as a result of the unfavorable economic situation caused by the pandemic. These benefits, relating mainly to subsidies for the cost of labor and business relief, had a positive impact on the income statement of around €30.7 million while the renegotiated leases recognized pursuant to the IFRS 16 amendment approved by IASB on 28 May 2020 had a positive impact of €7 million. On the other hand, the Group incurred a series of costs totaling around €5.9 million related directly to the Covid-19 outbreak which relate to the cost of personal protective equipment for personnel and customers, sanitization costs, the cost of personnel at stores closed during the lockdown not covered by social plans, expenses for consultants and logistics costs for sales and remote repairs, as well as the cancellation of planned events and programs and advertising/communication expenses relating specifically to the consequences of Covid-19. In terms of cash flows, while cash outflows were up by roughly €6.2 million due to the pandemic, the group benefitted from approximately €77.8 million in government subsidies for the cost of labor and business relief, delayed tax and pension payments, as well as lower leases due to the renegotiation of leases.

Performance in the different geographic areas in which the Group operates varied based on the timing of the outbreak, as well as the gradual adoption of the different restrictive measures adopted by the governmental authorities in each country. In EMEA, specifically, Italy was the first country to be affected by Covid-19 and the relative containment measures, followed by Spain and France and the other markets, with the exception of Germany.

In the United States, the situation varied noticeably including as a result of measures that, at least initially, differed from state to state. In most of the USA hearing care is considered an essential service but, at the same time, the restrictive measures adopted as of the end of March caused business to slow. Subsequently, in the latter part of the first half of the year, thanks to the easing of the restrictions, sales in the US market showed the strongest speed of recovery. In Canada and Latin America, where the pandemic materialized later in the second quarter, the recovery in still slow.

Lastly, APAC was the first to be impacted by the negative effects of the pandemic. In China, after a first quarter that was strongly impacted by the lockdown measures, business returned to growth in the second quarter. New Zealand suffered a clear contraction in business due to the mandatory closure of network stores beginning in March through mid-May, but then showed strong recovery as the restrictive measures were eased. Australia reported the least affected performance thanks to less severe restrictive measures and despite the negative impact of the bushfires in the first quarter.

The first six months of the year closed with:

  • turnover of €613,899 thousand, a drop of 26.2% compared to the same period of the prior year (-26.0% at constant exchange rates) with negative organic growth of €231,258 thousand (-27,8%). This decline is concentrated in the second quarter when revenues fell by 43.1% against the comparison period;
  • a gross operating margin (EBITDA) of €131,299 thousand, 29.6% lower on a recurring basis compared to the first six months of 2019, with an EBITDA margin of 21.4% (-1.0 p.p. against the comparison period). If the IFRS 16 amendment had not been applied, EBITDA would have amounted to €124,256 thousand with an EBITDA margin of 20.2%, 2.2 p.p. lower on a recurring basis than in first half 2019;
  • Group net profit of €12,577 thousand, 78.8% lower than the recurring net profit recorded in first half 2019, due to the significant drop in sales and the increase in depreciation, amortization and financial expenses. Net profit as reported was 76.9% lower than in the first half of 2019.

Net financial indebtedness, excluding lease liabilities, was €765,345 thousand, showing an improvement compared to both the €786,698 thousand recorded at 31 December 2019 and the €790,744 thousand posted at 31 March 2020, confirming not only the Group's solidity, in an unprecedented economic situation, but also the efficacy of the actions taken to contain costs and maximize cash generation. Free cash flow, thanks also to the quick use of tax relief and benefits), reached a positive €72,075 thousand (compared to €57,852 thousand in the first six months of the prior year) after absorbing net capital expenditure of €21,804 thousand (€41,966 thousand in the comparison period). Cash outflows for acquisitions amounted to €41,815 thousand and refer mainly to the acquisition of Attune Hearing Pty Ltd (Australia) in the first quarter (€27,747 thousand in the first half of 2019).

Lastly, at the beginning of February, Amplifon began refinancing the next debt financial maturities well in advance and successfully completed the placement of a €350 million sevenyear Eurobond. Furthermore, when the first signs of the pandemic materialized, new long-term

borrowings (term loan and revolving facilities), totaling €343 million expiring between 2023 and 2025 were secured at excellent conditions in order to protect the Group. €180 million in existing bilateral loans were renegotiated and the maturities extended to 2024-2025 and the expiration of €60 million in revolving credit facilities was extended to 2025. The Group, therefore, further strengthened its financial structure by extending the average maturity to around four and a half years and ensuring significant liquidity with cash on balance sheet of €427 million and undrawn irrevocable credit lines of €235 million.

(€ thousands) First Half 2020 First Half 2019
Recurring Non
recurring
Total % on
recurring
Recurring Non
recurring
Total % on
recurring
Change %
on
recurring
Economic figures:
Revenues from sales and
services
613,899 - 613,899 100.0% 832,035 - 832,035 100.0% -26.2%
Gross operating profit (loss)
(EBITDA)
131,299 - 131,299 21.4% 186,565 (5,805) 180,760 22.4% -29.6%
Operating profit (loss)
before the depreciation and
amortization of PPA related
assets (EBITA)
51,103 - 51,103 8.3% 113,896 (5,805) 108,091 13.7% -56.0%
Operating profit (loss)
(EBIT)
31,526 - 31,526 5.1% 95,373 (5,870) 89,503 11.5% -66.9%
Profit (loss) before tax 17,783 - 17,783 2.9% 82,557 (5,870) 76,687 9.9% -78.5%
Group net profit (loss) 12,577 - 12,577 2.0% 59,363 (4,871) 54,492 7.1% -78.8%

MAIN ECONOMIC AND FINANCIAL FIGURES

(€ thousands) 06/30/2020 12/31/2019 Change
Financial figures:
Non-current assets 2,277,648 2,275,196 2,452
Net invested capital 1,908,088 1,907,438 650
Group net equity 699,166 695,031 4,135
Total net equity 700,044 696,115 3,929
Net financial indebtedness 765,345 786,698 (21,353)
Lease liabilities 442,699 424,625 18,074
Total lease liabilities and net financial indebtedness 1,208,044 1,211,323 (3,279)
(€ thousands) First Half 2020 First Half 2019
Free cash flow 72,075 57,852
Cash flow generated from (absorbed by) business combinations (41,816) (27,747)
(Purchase) sale of other investments and securities - -
Cash flow provided by (used in) financing activities (7,658) (29,659)
Net cash flow from the period 22,601 446
Effect of discontinued operations on the net financial position - -
Effect of exchange rate fluctuations on the net financial position (1,248) (657)
Net cash flow from the period with changes for exchange rate fluctuations
and discontinued operations
21,353 (211)
  • EBITDA is the operating result before charging amortization, depreciation, impairment of both tangible and intangible fixed assets and the right of use depreciation.

  • 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

06/30/2020 12/31/2019 06/30/2019
Net financial indebtedness (€ thousands) 765,345 786,698 841,067
Lease liabilities 442,699 424,625 435,964
Total lease liabilities & net financial indebtedness 1,208,044 1,211,323 1,277,031
Net equity (€ thousands) 700,044 696,115 625,546
Group Net Equity (€ thousands) 699,166 695,031 624,417
Net financial indebtedness/Net Equity 1.10 1.13 1.34
Net financial indebtedness/Group Net Equity 1.10 1.13 1.35
Net financial indebtedness/EBITDA 2.18 1.90 2.23
EBITDA/Net financial expenses 22.55 28.81 25.88
Earnings per share (EPS) (€) 0.05634 0.48979 0.24665
Diluted EPS (€) 0.05564 0.48135 0.24180
EPS (€) adjusted for non-recurring transactions and amortization/depreciation
related to purchase price allocations to tangible and intangible assets
0.12079 0.70691 0.32978
Group Net Equity per share (€) 3.132 3.115 2.808
Period-end price (€) 23.710 25.640 20.560
Highest price in period (€) 30.400 26.800 22.120
Lowest price in period (€) 14.830 13.610 13.610
Share price/net equity per share 7.570 8.231 7.322
Market capitalization (€ millions) 5,301.48 5,720.78 4,571.84
Number of shares outstanding 223,596,726 223,119,533 222,365,750
  • 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 2020 are:

Shareholder No. of ordinary
shares
% held % of the total
share capital in
voting rights
Ampliter S.r.l. 101,715,003 44.93% 61.92%
Treasury shares 2,791,894 1.23% 0.85%
Market 121,881,723 53.84% 37.23%
Total 226,388,620 (*) 100.00% 100.00%

(*) Number of shares related to the share capital registered with the Company registrar on 30 June 2020.

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 its indirect parent.

The shares of the parent Amplifon S.p.A. have been listed on the screen-based stock market Mercato Telematico Azionario (MTA) since 27 June 2001 and since 10 September 2008 in the STAR segment. Amplifon is also included in the FTSE MIB index and in the Stoxx Europe 600 index.

The chart shows the performance of the Amplifon share price and its trading volumes from 2 January 2020 to 30 June 2020.

As at 30 June 2020 market capitalization was €5,301.48 million.

Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 2 January 2020 – 30 June 2020, showed:

  • average daily value: €22,332,127.33;
  • average daily volume: 952,834 shares;
  • total volume traded of 120,057,110 shares, or 53.7% of the total number of shares comprising the share capital, net of treasury shares.

RECLASSIFIED CONSOLIDATED INCOME STATEMENT

(€ thousands) First Half 2020 First Half 2019
Recurring Non
recurring (*)
Total % on
recurring
Recurring Non
recurring (*)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
613,899 - 613,899 100.0% 832,035 - 832,035 100.0% -26.2%
Operating costs (493,696) - (493,696) -80.4% (646,294) (5,805) (652,099) -77.7% 23.6%
Other income and costs 11,096 - 11,096 1.8% 824 - 824 0.1% 1,246.6%
Gross operating profit (loss)
(EBITDA)
131,299 - 131,299 21.4% 186,565 (5,805) 180,760 22.4% -29.6%
Depreciation, amortization
and impairment losses on
non-current assets
(34,231) - (34,231) -5.6% (29,894) - (29,894) -3.6% -14.5%
Right-of-use depreciation (45,965) - (45,965) -7.5% (42,775) - (42,775) -5.1% -7.5%
Operating result before the
amortization and
impairment of PPA related
assets (EBITA)
51,103 - 51,103 8.3% 113,896 (5,805) 108,091 13.7% -55.1%
PPA related depreciation,
amortization and
impairment
(19,577) - (19,577) -3.2% (18,523) (65) (18,588) -2.2% -5.7%
Operating profit (loss) (EBIT) 31,526 - 31,526 5.1% 95,373 (5,870) 89,503 11.5% -66.9%
Income, expenses, valuation
and adjustments of financial
assets
(256) - (256) 0.0% 193 - 193 0.0% -232.6%
Net financial expenses (14,219) - (14,219) -2.3% (13,121) - (13,121) -1.6% -8.4%
Exchange differences and
non-hedge accounting
instruments
732 - 732 0.1% 112 - 112 0.0% 553.6%
Profit (loss) before tax 17,783 - 17,783 2.9% 82,557 (5,870) 76,687 9.9% -78.5%
Tax (5,323) - (5,323) -0.9% (23,199) 999 (22,200) -2.8% 77.1%
Net profit (loss) 12,460 - 12,460 2.0% 59,358 (4,871) 54,487 7.1% -79.0%
Profit (loss) of minority
interests
(117) - (117) 0.0% (5) - (5) 0.0% -2,240.0%
Net profit (loss) attributable
to the Group
12,577 - 12,577 2.0% 59,363 (4,871) 54,492 7.1% -78.8%

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

Interim Financial Report as at 30 June 2020 > Interim Management Report

(€ thousands) Second Quarter 2020 Second Quarter 2019
Recurring Non
recurring (*)
Total % on
recurring
Recurring Non
recurring (*)
Total % on
recurring
Change %
on
recurring
Revenues from sales and
services
250,423 - 250,423 100.0% 440,062 - 440,062 100.0% -43.1%
Operating costs (193,794) - (193,794) -77.4% (332,960) (4,380) (337,340) -75.6% 41.8%
Other income and costs 9,815 - 9,815 3.9% 521 - 521 0.1% 1,783.9%
Gross operating profit (loss)
(EBITDA)
66,444 - 66,444 26.5% 107,623 (4,380) 103,243 24.5% -38.3%
Depreciation, amortization
and impairment losses on
non-current assets
(17,046) - (17,046) -6.7% (15,679) - (15,679) -3.6% -8.7%
Right-of-use depreciation (22,461) - (22,461) -9.0% (21,580) - (21,580) -4.9% -4.1%
Operating result before the
amortization and
impairment of PPA related
assets (EBITA)
26,937 - 26,937 10.8% 70,364 (4,380) 65,984 16.0% -61.7%
PPA related depreciation,
amortization and
impairment
(9,901) - (9,901) -4.0% (9,289) (65) (9,354) -2.1% -6.6%
Operating profit (loss) (EBIT) 17,036 - 17,036 6.8% 61,075 (4,445) 56,630 13.9% -72.1%
Income, expenses, valuation
and adjustments of financial
assets
(280) - (280) -0.1% 121 - 121 0.0% -331.4%
Net financial expenses (7,459) - (7,459) -3.0% (6,627) - (6,627) -1.5% -12.6%
Exchange differences and
non-hedge accounting
instruments
987 - 987 0.4% 272 - 272 0.1% 262.9%
Profit (loss) before tax 10,284 - 10,284 4.1% 54,841 (4,445) 50,396 12.5% -81.2%
Tax (2,895) - (2,895) -1.1% (14,281) 635 (13,646) -3.3% 79.7%
Net profit (loss) 7,389 - 7,389 3.0% 40,560 (3,810) 36,750 9.2% -81.8%
Profit (loss) of minority
interests
(45) - (45) 0.0% (20) - (20) 0.0% -850.0%
Net profit (loss) attributable
to the Group
7,434 - 7,434 3.0% 40,580 (3,810) 36,770 9.2% -81.7%

(*) 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 2020 H1 2019
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 on profit before tax - (5,870)
Impact of the above items on the tax burden of the period - 999
Impact of the non-recurring items on net profit - (4,871)
(€ thousands) Q2 2020 Q2 2019
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 on profit before tax - (4,445)
Impact of the above items on the tax burden of the period - 635
Impact of the non-recurring items on net profit - (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) 06/30/2020 12/31/2019 Change
Goodwill 1,242,099 1,215,511 26,588
Customer lists, non-compete agreements, trademarks and location rights 262,863 270,307 (7,444)
Software, licenses, other int.ass., wip and advances 95,315 97,201 (1,886)
Tangible assets 185,216 196,579 (11,363)
Right of use assets 423,757 418,429 5,328
Fixed financial assets (1) 39,446 44,887 (5,441)
Other non-current financial assets (1) 28,952 32,282 (3,330)
Total fixed assets 2,277,648 2,275,196 2,452
Inventories 67,130 64,592 2,538
Trade receivables 132,997 205,219 (72,222)
Other receivables 76,889 75,998 891
Current assets (A) 277,016 345,809 (68,793)
Total assets 2,554,664 2,621,005 (66,341)
Trade payables (139,939) (177,390) 37,451
Other payables (2) (282,757) (284,827) 2,070
Provisions for risks (current portion) (3,996) (4,242) 246
Short term liabilities (B) (426,692) (466,459) 39,767
Net working capital (A) - (B) (149,676) (120,650) (29,026)
Derivative instruments (3) (4,510) (8,763) 4,253
Deferred tax assets 77,497 81,427 (3,930)
Deferred tax liabilities (97,615) (102,111) 4,496
Provisions for risks (non-current portion) (47,084) (50,290) 3,206
Employee benefits (non-current portion) (23,861) (25,281) 1,420
Loan fees (4) 9,396 1,611 7,785
Other long-term payables (133,707) (143,701) 9,994
NET INVESTED CAPITAL 1,908,088 1,907,438 650
Shareholders' equity 699,166 695,031 4,135
Third parties' equity 878 1,084 (206)
Net equity 700,044 696,115 3,929
Long term net financial debt (4) 1,126,173 752,648 373,525
Short term net financial debt (4) (360,828) 34,050 (394,878)
Total net financial debt 765,345 786,698 (21,353)
Lease liabilities 442,699 424,625 18,074
Total lease liabilities & net financial debt 1,208,044 1,211,323 (3,279)
NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL DEBT 1,908,088 1,907,438 650

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 instruments" 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 2020 First Half 2019
Operating profit (loss) (EBIT) 31,526 89,503
Amortization, depreciation and write down 99,773 91,257
Provisions, other non-monetary items and gain/losses from disposals 475 12,908
Net financial expenses (12,336) (11,098)
Taxes paid (808) (17,035)
Changes in net working capital 2,932 (26,062)
Cash flow provided by (used in) operating activities before repayment of lease
liabilities
121,562 139,473
Repayment of lease liabilities (27,683) (39,655)
Cash flow provided by (used in) operating activities (A) 93,879 99,818
Cash flow provided by (used in) operating investing activities (B) (21,804) (41,966)
Free Cash Flow (A) + (B) 72,075 57,852
Net cash flow provided by (used in) acquisitions (C) (41,816) (27,747)
(Purchase) sale of other investment and securities (D) - -
Cash flow provided by (used in) investing activities (B+C+D) (63,620) (69,713)
Cash flow provided by (used in) operating activities and investing activities 30,259 30,105
Dividends - (30,939)
Fees paid on medium/long-term financing (7,374) -
Capital increases, third parties' contributions and dividends paid by subsidiaries to
third parties
- (38)
Hedging instruments and other changes in non-current assets (284) 1,318
Net cash flow from the period 22,601 446
Net financial indebtedness as of period opening date (786,698) (840,856)
Effect of exchange rate fluctuations on financial position (1,248) (657)
Change in net financial position 22,601 446
Net financial indebtedness as of period closing date (765,345) (841,067)

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

(€ thousands) First Half 2020 First Half 2019
Free cash flow 72,075 57,852
Free cash flow generated by non-recurring transactions (see page 54 for details) (812) (6,981)
Free cash flow generated by recurring transactions 72,887 64,833

INCOME STATEMENT REVIEW

Consolidated income statement by segment and geographic area (*)

(€ thousands) First Half 2020
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 437,470 104,601 71,828 - 613,899
Operating costs (342,808) (82,820) (50,839) (17,229) (493,696)
Other income and costs 8,204 925 1,667 300 11,096
Gross operating profit (loss) (EBITDA) 102,866 22,706 22,656 (16,929) 131,299
Depreciation, amortization and impairment of
non-current assets
(20,048) (3,638) (6,007) (4,538) (34,231)
Right-of-use depreciation (38,239) (1,969) (5,541) (216) (45,965)
Operating profit (loss) before the
depreciation and amortization of PPA related
assets (EBITA)
44,579 17,099 11,108 (21,683) 51,103
PPA related depreciation, amortization and
impairment
(15,780) (658) (3,139) - (19,577)
Operating profit (loss) (EBIT) 28,799 16,441 7,969 (21,683) 31,526
Income, expenses, revaluation and
adjustments of financial assets
(256)
Net financial expenses (14,219)
Exchange differences and non-hedge
accounting instruments
732
Profit (loss) before tax 17,783
Tax (5,323)
Net profit (loss) 12,460
Profit (loss) of minority interests (117)
Net profit (loss) attributable to the Group 12,577
(€ thousands) First Half 2020 – Only recurring operations
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 437,470 104,601 71,828 - 613,899
Gross operating profit (loss) (EBITDA) 102,866 22,706 22,656 (16,929) 131,299
Operating profit (loss) before the depreciation
and amortization of PPA related assets (EBITA)
44,579 17,099 11,108 (21,683) 51,103
Operating profit (loss) (EBIT) 28,799 16,441 7,969 (21,683) 31,526
Profit (loss) before tax 17,783
Net profit (loss) attributable to the Group 12,577

(*) 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 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 income and costs 531 365 (39) (33) 824
Gross operating profit (loss) (EBITDA) 141,491 29,114 27,269 (17,114) 180,760
Depreciation, amortization and impairment
of non-current assets
(19,210) (2,618) (3,963) (4,103) (29,894)
Right-of-use depreciation (36,167) (1,893) (4,715) - (42,775)
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, amortization and
impairment
(14,945) (592) (2,925) (126) (18,588)
Operating profit (loss) (EBIT) 71,169 24,011 15,666 (21,343) 89,503
Income, expenses, revaluation 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
First Half 2019 – Only recurring operations
EMEA Americas Asia Pacific Corporate Total
607,128 131,884 91,037 1,986 832,035
147,271 29,139 27,269 (17,114) 186,565
91,894 24,628 18,591 (21,217) 113,896
77,014 24,036 15,666 (21,343) 95,373
82,557
59,363
(€ thousands) Second Quarter 2020
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 179,204 40,246 30,973 - 250,423
Operating costs (134,206) (29,853) (20,169) (9,566) (193,794)
Other income and costs 7,347 437 1,742 289 9,815
Gross operating profit (loss) (EBITDA) 52,345 10,830 12,546 (9,277) 66,444
Depreciation, amortization and impairment of
non-current assets
(9,799) (1,738) (3,183) (2,326) (17,046)
Right-of-use depreciation (18,575) (933) (2,844) (109) (22,461)
Operating profit (loss) before the
depreciation and amortization of PPA related
assets (EBITA)
23,971 8,159 6,519 (11,712) 26,937
PPA related depreciation, amortization and
impairment
(7,959) (336) (1,606) - (9,901)
Operating profit (loss) (EBIT) 16,012 7,823 4,913 (11,712) 17,036
Income, expenses, revaluation and
adjustments of financial assets
(280)
Net financial expenses (7,459)
Exchange differences and non-hedge
accounting instruments
987
Profit (loss) before tax 10,284
Tax (2,895)
Net profit (loss) 7,389
Profit (loss) of minority interests (45)
Net profit (loss) attributable to the Group 7,434
(€ thousands) Second Quarter 2020 – Only recurring operations
EMEA Americas Asia Pacific Corporate Total
Revenues from sales and services 179,204 40,246 30,973 - 250,423
Gross operating profit (loss) (EBITDA) 52,345 10,830 12,546 (9,277) 66,444
Operating profit (loss) before the depreciation
and amortization of PPA related assets (EBITA)
23,971 8,159 6,519 (11,712) 26,937
Operating profit (loss) (EBIT) 16,012 7,823 4,913 (11,712) 17,036
Profit (loss) before tax 10,284
Net profit (loss) attributable to the Group 7,434

(*) 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 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 income and costs 275 234 36 (24) 521
Gross operating profit (loss) (EBITDA) 81,040 16,398 13,302 (7,497) 103,243
Depreciation, amortization and impairment
of non-current assets
(9,981) (1,382) (2,233) (2,083) (15,679)
Right-of-use depreciation (18,205) (1,026) (2,349) - (21,580)
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, amortization and
impairment
(7,510) (325) (1,455) (64) (9,354)
Operating profit (loss) (EBIT) 45,344 13,665 7,265 (9,644) 56,630
Income, expenses, revaluation 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
Second Quarter 2019 – Only recurring transactions
EMEA Americas Asia Pacific Corporate Total
323,365 68,782 46,622 1,293 440,062
85,395 16,423 13,302 (7,497) 107,623
57,209 14,016 8,720 (9,581) 70,364
49,763 13,691 7,265 (9,644) 61,075
54,841
40,580

Revenues from sales and services

(€ thousands) First Half 2020 First Half 2019 Change Change %
Revenues from sales and
services
613,899 832,035 (218,136) -26.2%
(€ thousands) Second Quarter 2020 Second quarter 2019 Change Change %
Revenues from sales and
services
250,423 440,062 (189,639) -43.1%

Consolidated revenues from sales and services amounted to €613,899 thousand in the first six months of 2020, a decrease of €218,136 thousand (-26.2%) against the same period of the previous year. This decline is attributable entirely to the Covid-19 outbreak, which started in China at the end of January, and then spread to Italy at the end of February, followed by the other markets in which the Group operates. The containment measures put into place by the governmental authorities resulted in a series of closures/limitations on store hours and, consequently, commercial activities, which caused revenue to fall considerably in March and April. The first half of the year, therefore, closed with organic growth that was down by €231,258 thousand (-27.8%). The acquisitions contributed €14,596 thousand (+1.8%), net of the disposal of Makstone (Turkey) completed in the fourth quarter of 2019, relating mainly to the Attune Hearing Pty Ltd acquisition (Australia). Exchange rate losses amounted to €1,474 thousand (- 0.2%).

In the second quarter alone, consolidated revenues from sales and services amounted to €250,423 thousand, a decrease of €189,639 thousand (-43.1%) against the same period of the previous year attributable entirely to the lockdown measures adopted in the Group's key markets. In the months of May and June, as the Covid-19 containment measures were eased, a gradual and consistent recovery in commercial activities and, therefore, revenue materialized. The second quarter closed with organic growth that was down by €194,014 thousand (-44.1%), while acquisitions contributed €5,651 thousand (+1.3%). Exchange rate losses amounted to €1,276 thousand (-0.3%).

(€ thousands) H1 2020 % on Total H1 2019 % on Total Change Change % Exchange diff. Change %
in local
currency
EMEA 437,470 71.3% 607,128 73.0% (169,658) -27.9% 1,355 -28.1%
Americas 104,601 17.0% 131,884 15.9% (27,283) -20.7% 219 -20.9%
Asia Pacific 71,828 11.7% 91,037 10.9% (19,209) -21.1% (3,048) -17.8%
Corporate - 0.0% 1,986 0.2% (1,986) -100.0% - -100.0%
Total 613,899 100.0% 832,035 100.0% (218,136) -26.2% (1,474) -26.0%

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

Period (€ thousands) 2020 2019 Change Change %
I quarter 258,266 283,763 (25,497) -9.0%
II quarter 179,204 323,365 (144,161) -44.6%
I Half Year 437,470 607,128 (169,658) -27.9%

Europe, Middle-East and Africa

Revenues from sales and services amounted to €437,470 thousand in the first six months of 2020, down €169,658 thousand (-27.9%) against the same period of the previous year. The decline is attributable entirely to Covid-19 which, in this area, had already begun to spread at the end of February. The first half of the year closed with organic growth that was down by €179,939 thousand (-29.6%). Acquisitions, made mainly in France and Germany and net of the disposal of Makstone (Turkey) completed in the fourth quarter of 2019, contributed €8,926 thousand (+1.5%) and exchange rate gains amounted to €1,355 thousand (+0.2%).

EMEA was affected by the pandemic beginning at the end of February, initially in Italy and then in the area's other main countries, except for Germany where the restrictions were less severe. As the anti-Covid-19 measures were eased gradually, beginning at the end of April the Group's key markets showed a speedy recovery. A robust recovery in sales was reported in France, reaching basically a flat run rate YoY in June. Italy and Spain, which were initially harder hit by the pandemic and the containment measures, reported a gradual improvement in the last two months of the second quarter.

In the second quarter alone, consolidated revenues from sales and services amounted to €179,204 thousand, a decrease of €144,161 thousand (-44.6%) against the same period of the previous year attributable entirely to Covid-19. The quarter closed with negative organic growth of €147,555 thousand (-45.7%) while acquisitions contributed €3,142 thousand (+1.0%). Exchange rate gains came to €252 thousand (+0.1%).

Americas

Period (€ thousands) 2020 2019 Change Change %
I quarter 64,355 63,102 1,253 2.0%
II quarter 40,246 68,782 (28,536) -41.5%
I Half Year 104,601 131,884 (27,283) -20.7%

Revenues from sales and services amounted to €104,601 thousand in the first six months of 2020, a decrease of €27,283 thousand (-20.7%) against the same period of the previous year attributable entirely to Covid-19 which initially struck the USA at the end of March and, subsequently, Latin America. The quarter closed with negative organic growth of €28,000 thousand (-21.3%). Acquisitions, mainly in Canada, contributed €498 thousand (+0.4%) and exchange rate gains came to €219 thousand (+0.2%).

The United States, while strongly impacted by Covid-19 and store closures in April, reported the Group's fastest pace of recovery in sales to the extent that in June the Miracle-Ear stores reported positive growth. Canada, even though it benefitted initially from the positive contribution of acquisitions, reported a clear decrease in sales in the second part of the half, as did Latin America where, after recording double-digit organic growth in the first quarter, business declined considerably.

In the second quarter alone, consolidated revenues from sales and services amounted to €40,246 thousand, a decrease of €28,536 thousand (-41.5%) comprising negative organic growth of €28,412 thousand (-41.4%) and exchange rate losses of €229 thousand (-0.3%). Acquisitions contributed €105 thousand (+0.2%).

Asia Pacific

Period (€ thousands) 2020 2019 Change Change %
I quarter 40,855 44,415 (3,560) -8.0%
II quarter 30,973 46,622 (15,649) -33.6%
I Half Year 71,828 91,037 (19,209) -21.1%

Revenues from sales and services amounted to €71,828 thousand in the first six months of the year, down €19,209 thousand (-21.1%) against the same period of the previous year due primarily to Covid-19. The first half of the year closed with organic growth that was down by €21,333 thousand (-23.5%). Acquisitions contributed €5,172 thousand (+5.7%) thanks to the Attune Hearing Pty Ltd (Australia) acquisition completed in the first part of February. Exchange rate losses came to €3,048 thousand (-3.3%).

Revenues in local currency were 17.8% lower than in the first half of the prior year. In Australia the negative performance was attributable to the bushfires, which continued throughout January and were only fully extinguished at the beginning of March, as well as the Covid-19 containment measures enacted at the end of the first quarter which were less stringent than in other markets and did not result in store closures. The containment orders in New Zealand, China and India resulted in the closure of all the network stores, albeit at different times. That said, APAC led the Group's gradual topline recovery which already began in the second quarter, driving China to reach the same level of sales reported in the prior year.

In the second quarter alone, consolidated revenues from sales and services amounted to €30,973 thousand, a decrease of €15,649 thousand (-33.6%) against the same period of the previous year, which comprised negative organic growth of €16,754 thousand (-36.0%) and exchange rate losses of €1,299 thousand (-2.8%). Acquisitions contributed €2,404 thousand (+5.2%).

Gross operating profit (EBITDA)

(€ thousands) First Half 2020 First Half 2019
Recurring Non
recurring
Total Recurring Non
recurring
Total
Gross operating profit (loss) (EBITDA) 131,299 - 131,299 186,565 (5,805) 180,760
(€ thousands) Second Quarter 2020 Second Quarter 2019
Recurring Non
recurring
Total Recurring Non
recurring
Total
Gross operating profit (loss) (EBITDA) 66,444 - 66,444 107,623 (4,380) 103,243

Gross operating profit (EBITDA) amounted to €131,299 thousand in the first six months of 2020, a drop of €49,461 thousand (-27.4%) with respect to the same period of the previous year with exchange rate losses of €387 thousand. The EBITDA margin came to 21.4%, 0.3 p.p. lower than in the same period of the previous year.

No non-recurring expenses were incurred in the reporting period, while non-recurring expenses relating to the GAES integration of €5,805 thousand were incurred in the first half of the prior year. Net of this item, EBITDA would have been down by €55,266 thousand (-29.6%) in the first six months of the year, with an EBITDA margin 1.0 p.p. lower than in the first six months of 2019.

The performance, despite the heavy impact of Covid-19 emergency, shows an excellent profitability thanks to the timely and effective measures implemented to contain and optimize costs and to the renegotiations of contracts with suppliers and lessors.

In the different markets in which it operates, the Group also accessed the subsidies and benefits made available by the different governmental authorities and other public entities relative to the cost of labor and business relief which had a positive impact of around €30,755 thousand while the renegotiated leases recognized pursuant to the IFRS 16 amendment approved by IASB on 28 May 2020 had a positive impact of €7 million.

On the other hand, the Group incurred a series of costs totaling around €5,945 thousand related directly to the Covid-19 outbreak. Please refer to note 2 of the notes for further details.

If the practical expedient introduced in the IFRS 16 amendment relating to Covid-19 concessions (discounts or exemption from payment) had not been applied, EBITDA would not have benefitted from the savings of €7,042 thousand achieved as a result of the leases renegotiated for the distribution network. EBITDA would have reached €124,256 thousand, a decrease of €56,504 thousand (-31.3%) against the comparison period with the margin at 20.2% (-1,5 p.p. versus the comparison period and -2.2 p.p. on a recurring basis).

In the second quarter alone, gross operating profit (EBITDA) amounted to €66,444 thousand (with an EBITDA margin of 26.5%), a decrease against the same period of the previous year of

€36,799 thousand, but with a noticeable increase in the margin of 3.1 p.p. which, moreover, absorbed the exchange rate losses of €396 thousand.

The result reflects the positive impact of the lease concessions, the Group's actions on cost containment and optimization implemented to defend the business, as well as the higher costs, described in the section on EBITDA in the first half of the year and tied to the economic situation caused by the Covid-19 outbreak.

No non-recurring expenses were incurred in the reporting period, while non-recurring expenses relating to the GAES integration of €4,380 thousand were incurred in the second quarter of the prior year. Net of this item, EBITDA would have been down by €41,179 thousand (-38.3%) in the second quarter of the year, with an EBITDA margin 2.1 p.p. higher than in the comparison period.

If the practical expedient introduced in the IFRS 16 amendment mentioned above had not been applied, EBITDA would have reached €59,402 thousand, a decrease of €43,841 thousand against the same period of the previous year, with the margin at 23.7% (+0.2 p.p. versus the period and -0.8 p.p. on a recurring basis).

(€ thousands) H1 2020 EBITDA
Margin
H1 2019 EBITDA
Margin
Change Change %
EMEA 102,866 23.5% 141,491 23.3% (38,625) -27.3%
Americas 22,706 21.7% 29,114 22.1% (6,408) -22.0%
Asia Pacific 22,656 31.5% 27,269 30.0% (4,613) -16.9%
Corporate (*) (16,929) -2.8% (17,114) -2.1% 185 1.1%
Total 131,299 21.4% 180,760 21.7% (49,461) -27.4%

The following table shows a breakdown of EBITDA by segment.

(€ thousands) Q2 2020 EBITDA
Margin
Q2 2019 EBITDA
Margin
Change Change %
EMEA 52,345 29.2% 81,040 25.1% (28,695) -35.4%
Americas 10,830 26.9% 16,398 23.8% (5,568) -34.0%
Asia Pacific 12,546 40.5% 13,302 28.5% (756) -5.7%
Corporate (*) (9,277) -3.7% (7,497) -1.7% (1,780) -23.7%
Total 66,444 26.5% 103,243 23.5% (36,799) -35.6%

(*) 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 2020 EBITDA
Margin
H1 2019 EBITDA
Margin
Change Change %
EMEA 102,866 23.5% 147,271 24.3% (44,405) -30.2%
Americas 22,706 21.7% 29,139 22.1% (6,433) -22.1%
Asia Pacific 22,656 31.5% 27,269 30.0% (4,613) -16.9%
Corporate (*) (16,929) -2.8% (17,114) -2.1% 185 1.1%
Total 131,299 21.4% 186,565 22.4% (55,266) -29.6%
(€ thousands) Q2 2020 EBITDA
Margin
Q2 2019 EBITDA
Margin
Change Change %
EMEA 52,345 29.2% 85,395 26.4% (33,050) -38.7%
Americas 10,830 26.9% 16,423 23.9% (5,593) -34.1%
Asia Pacific 12,546 40.5% 13,302 28.5% (756) -5.7%
Corporate (*) (9,277) -3.7% (7,497) -1.7% (1,780) -23.7%
Total 66,444 26.5% 107,623 24.5% (41,179) -38.3%

(*) Centralized costs are shown as a percentage of the Group's total sales.

Europe, Middle-East and Africa

Gross operating profit (EBITDA) amounted to €102,866 thousand in the first six months of 2020, a drop of €38,625 thousand (-27.3%) with respect to the comparison same period of the previous year and includes exchange rate gains of €394 thousand. The EBITDA margin came to 23.5%, slightly higher (+0.2 p.p. than in the first half of 2019).

Non-recurring expenses relating to the GAES integration of €5,780 thousand were incurred in the same period of the previous year. Net of this item, EBITDA would have been down by €44,405 thousand (-30.2%) in the first six months of the year, with an EBITDA margin only 0.8 p.p. lower than in the same period of the previous year.

The performance, while strongly impacted by drop in revenues caused by Covid-19, shows only a slight drop in profitability on a recurring basis thanks to the timely actions on costs implemented in the second quarter, as the crisis worsened, to the extent that recurring profitability showed marked improvement with respect to the same period of the previous year. The region benefitted from the renegotiation of leases for the distribution network of €5,708 thousand, recognized based on the IFRS 16 amendment approved by IASB on 28 May 2020, as well as the contributions and subsidies received from the different governmental authorities and other public entities which amounted to around €20,995 thousand, relating mainly to subsidies for the cost of labor and business relief, while costs incurred stemming directly from the Covid-19 crisis amounted to around €4,147 thousand.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBITDA would have reached €97,158 thousand, a decrease of €44,333 thousand against the period (- 31.3%) with the margin at 22.2% (-1.1 p.p. compared to the same period of the previous year and -2.1 p.p. on a recurring basis).

In the second quarter alone, gross operating profit (EBITDA) amounted to €52,345 thousand, a decrease against the comparison period of €28,695 thousand (-35.4%). The EBITDA margin reached 29.2%, a marked increase of 4.1 p.p. against the same quarter of the previous year which includes exchange rate gains of €116 thousand.

The second quarter of 2019 was impacted negatively for €4,355 thousand by the non-recurring expenses relating to the GAES integration. Net of this item, EBITDA would have been down by €33,050 thousand (-38.7%), with an EBITDA margin that was 2.8 p.p. higher than in the same period of the previous year.

The result reflects the positive impact of the lease concessions, the Group's actions on costs, as well as the impact of the economic situation caused by the Covid-19 outbreak described above in the comments on EBITDA in the half.

If the practical expedient introduced had not been applied, EBITDA would have reached €46,638 thousand, a decrease of €34,402 thousand against the comparison period (-42.5%), with the margin at 26.0% (+0.9 p.p. versus the comparison period and -0.4 p.p. on a recurring basis).

Americas

Gross operating profit (EBITDA) amounted to €22,706 thousand in the first six months of the year, a decrease of €6,408 thousand (-22.0%) with respect to the same period of the previous year including exchange rate gains of €196 thousand. The EBITDA margin came to 21.7%, 0.4 p.p. lower than in the first six months of 2019.

The results posted in the same period of the previous year were only marginally impacted marginally by the non-recurring expenses of €25 thousand incurred stemming from the GAES integration.

In the first six months of the year, profitability, while impacted by the decrease in sales, was largely protected by the actions taken to contain and optimize costs as the pandemic worsened and restrictive measures were implemented by the local authorities.

The region benefitted from the renegotiation of leases for the distribution network of €314 thousand, recognized based on the IFRS 16 amendment approved by IASB on 28 May 2020, and the contributions and subsidies received from the different governmental authorities and other public entities which amounted to around €1,509 million, relating mainly to subsidies for the cost of labor and business relief, while costs incurred connected directly to the Covid-19 crisis amounted to around €157 thousand.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBITDA would have reached €22,392 thousand, a decrease of €6,722 thousand against the comparison period (-23.1%), with a margin of 21.4% (-0.7 p.p. versus both the comparison period and on a recurring basis).

In the second quarter alone, gross operating profit (EBITDA) amounted to €10,830 thousand, a decrease against the same period of the previous year of €5,568 thousand (-34.0%) including exchange rate losses which had a marginal negative impact of €10 thousand.

The EBITDA margin reached 26.9%, an increase of 3.1 p.p. against the same period of the previous year.

The same quarter of the previous year was marginally impacted by the non-recurring expenses described above.

The result reflects the positive impact of the Group's actions on costs, as well as the impact of the economic situation caused by the Covid-19 outbreak described above in the comments on EBITDA in the first half of the year.

If the practical expedient introduced in the IFRS 16 amendment relating to Covid-19 rent concessions had not been applied, EBITDA would have reached €10,516 thousand, a decrease of €5,882 thousand against the comparison period (-35.9%), with the margin at 26.1% (+2.3 p.p. versus both the comparison period and on a recurring basis).

Asia Pacific

Gross operating profit (EBITDA) amounted to €22,656 thousand in the first six months of the year, a decrease of €4,613 thousand (-16.9%) with respect to the same period of the previous year. The result also reflects exchange rate losses of €980 thousand. The EBITDA margin came to 31.5%, 1.5 p.p. higher than in the first six months of 2019.

Thanks to the measures implemented, above all in the second quarter, to mitigate the impact of Covid-19 and the subsidies made available by the governmental authorities, profitability was broadly in line with the first half of 2019 driven by a robust rise in the second quarter compared to the same period of the prior year.

The region benefitted from the renegotiation of leases for the distribution network for €1,021 thousand, recognized based on the IFRS 16 amendment approved by IASB on 28 May 2020, and the contributions and subsidies received from the different governmental authorities and other public entities which amounted to around €8,252 million, relating mainly to subsidies for the cost of labor and business relief, while the group incurred costs of around €1,642 thousand in costs connected directly to the Covid-19 crisis.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBITDA would have reached €21,635 thousand, a decrease of €5,634 thousand (-20.7%) with a margin of 30.1% (+0.1 p.p. versus both the comparison period and on a recurring basis).

In the second quarter alone, gross operating profit (EBITDA) amounted to €12,546 thousand, a decrease against the prior year of €756 thousand (-5.7%) including €503 thousand in exchange rate losses.

The EBITDA margin reached 40.5%, a substantial increase of 12.0 p.p. against the same period of the previous year, due to lease concessions, the actions on costs, as well as the impact of the economic situation caused by the Covid-19 outbreak described above in the comments on EBITDA in the first half of the year.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBITDA would have reached €11,525 thousand, a decrease of €1,777 thousand (-13.4%) with a margin of 37.2% (+8.7 p.p. compared to the second quarter of 2019).

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 €16,929 thousand in the first six months of 2020 (2.8% of the revenue generated by the Group's sales and services), a decrease of €185 thousand with respect to the same period of the prior year as a result of cost containment measuresimplemented to the difficult economic environment, but also to the revised estimated cost of the company management incentive plans due to the decline in the number of assignable rights given the impact that the health crisis will have on the Group's results.

In the second quarter alone, the net cost of centralized corporate functions amounted to €9,277 thousand (3.7% of the revenues generated by the Group's sales and services), an increase of €1,780 thousand against the same period of the previous year.

Operating profit (EBIT)

(€ thousands) First Half 2020 First Half 2019
Recurring Non
Total
recurring
Recurring Non
recurring
Total
Operating profit (loss) (EBIT) 31,526 - 31,526 95,373 (5,870) 89,503
(€ thousands) Second Quarter 2020 Second Quarter 2019
Non
Recurring
Total
recurring
Recurring Non
recurring
Total
Operating profit (loss) (EBIT) 17,036 - 17,036 61,075 (4,445) 56,630

Operating profit (EBIT) amounted to €31,526 thousand in the first six months of 2020, a decrease of €57,977 thousand (-64.8%) with respect to the same period of the previous year, offset slightly by the exchange rate gains of €154 thousand.

The EBIT margin came to 5.1%, a decrease of 5.7 p.p. against the same period of the previous year.

No non-recurring expenses were incurred in the reporting period while in the first half of 2019 EBIT was impacted by non-recurring costs of €5,870 thousand relative to the integration of GAES. Net of this item EBIT would have come to €63,847 thousand (-66.9%), with an EBIT margin that was 6.4 p.p. lower than in 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 incremental investments made in 2019, the opening of new stores, investments in IT systems, as well as higher depreciation of right-of-use assets.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €24,484 thousand, a decrease of €65,019 thousand (-72,6%) with a margin of 4.0% (-6.8 p.p. the first half of 2019 and -7.5 p.p. on a recurring basis).

In the second quarter alone, operating profit (EBIT) amounted to €17,036 thousand (6.8% of sales and services), a decrease against the same period of the previous year of €39,594 thousand (-69.9%) including exchange rate gains which had a marginal impact of €5 thousand.

The EBIT margin came to 6.8%, a decrease of 6.1 p.p. against the same period of the previous year.

In the same period of the previous year, EBIT was impacted by non-recurring costs of €4,445 thousand relative to the integration of GAES.

Net of this item, EBIT would have come to €44,039 thousand (-72.1%), with an EBIT margin that was 7.1 p.p. lower than in the same period of the previous year.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €9,994 thousand, a decrease of €46,636 (-82,4%) with a margin of 4.0% (- 8.9 p.p. compared to the second half of 2019 and -9.9 p.p. on a recurring basis).

(€ thousands) H1 2020 EBIT
Margin
H1 2019 EBIT
Margin
Change Change %
EMEA 28,799 6.6% 71,169 11.7% (42,370) -59.5%
Americas 16,441 15.7% 24,011 18.2% (7,570) -31.5%
Asia Pacific 7,969 11.1% 15,666 17.2% (7,697) -49.1%
Corporate (*) (21,683) -3.5% (21,343) -2.6% (340) -1.6%
Total 31,526 5.1% 89,503 10.8% (57,977) -64.8%

The following table shows the breakdown of EBIT by segment:

(€ thousands) Q2 2020 EBIT
Margin
Q2 2019 EBIT
Margin
Change Change %
EMEA 16,012 8.9% 45,344 14.0% (29,332) -64.7%
Americas 7,823 19.4% 13,665 19.9% (5,842) -42.8%
Asia Pacific 4,913 15.9% 7,265 15.6% (2,352) -32.4%
Corporate (*) (11,712) -4.7% (9,644) -2.2% (2,068) -21.4%
Total 17,036 6.8% 56,630 12.9% (39,594) -69.9%

(*) Centralized costs are shown as a percentage of the Group's total sales.

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

(€ thousands) H1 2020 EBIT
Margin
H1 2019 EBIT
Margin
Change Change %
EMEA 28,799 6.6% 77,014 12.7% (48,215) -62.6%
Americas 16,441 15.7% 24,036 18.2% (7,595) -31.6%
Asia Pacific 7,969 11.1% 15,666 17.2% (7,697) -49.1%
Corporate (*) (21,683) -3.5% (21,343) -2.6% (340) -1.6%
Total 31,526 5.1% 95,373 11.5% (63,847) -66.9%
(€ thousands) Q2 2020 EBIT
Margin
Q2 2019 EBIT
Margin
Change Change %
EMEA 16,012 8.9% 49,763 15.4% (33,751) -67.8%
Americas 7,823 19.4% 13,691 19.9% (5,868) -42.9%
Asia Pacific 4,913 15.9% 7,265 15.6% (2,352) -32.4%
Corporate (*) (11,712) -4.7% (9,644) -2.2% (2,068) -21.4%
Total 17,036 6.8% 61,075 13.9% (44,039) -72.1%

(*) Centralized costs are shown as a percentage of the Group's total sales.

Europe, Middle-East and Africa

In the first six months of 2020, operating profit (EBIT) amounted to €28,799 thousand, a decrease of €42,370 thousand (-59.5%), including exchange rate gains of €224 thousand. The EBIT margin came to 6.6% (-5.1 p.p. against the first six months of 2019).

In the same period EBIT was impacted by non-recurring costs of €5,845 thousand relative the GAES integration. Net of this item EBIT would have been €48,215 thousand lower (-62.6%), with an EBIT margin that was 6.1 p.p. lower than in the same period of the previous year.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €23,091 thousand, a decrease of €48,078 thousand (-67,6%), with a margin of 5.3% (-6.4 p.p. compared to the second half of 2019 and -7.4 p.p. on a recurring basis).

In the second quarter alone, operating profit (EBIT) amounted to €16,012 thousand, a decrease against the same period of the previous year of €29,332 thousand (-64.7%) including exchange rate gains which had a marginal positive impact of €70 thousand. The EBIT margin fell by 5.1 p.p. with respect to the same period of the previous year, coming in at 8.9%.

The result for the period was impacted by non-recurring costs of €4,420 thousand relative to the integration of GAES. Net of this item, EBIT would been €33,751 thousand lower (-67.8%), with an EBIT margin that was 6.5 p.p. lower than in the same period of the previous year.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €10,304 thousand, a decrease of €35,040 thousand (-77.3%) with the margin at 5.8% (-8.2 p.p. compared to the second quarter of 2019 and -9.6 p.p. on a recurring basis).

Americas

In the first six months of 2020, operating profit (EBIT) was €7,570 thousand lower (-31.5%) than in the same period of the previous year, coming in at €16,441 thousand, including exchange rate gains of €384 thousand. The EBIT margin came to 15.7%, down 2.5 p.p. against the first half of 2019.

The results in the same period of the previous year were marginally impacted (€25 thousand) by the same non-recurring expenses commented on in the section about EBITDA above.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €16,127 thousand, a decrease of €7,884 thousand, with a margin of 15.4% (-2.8 p.p. compared to the first half of 2019).

In the second quarter alone, operating profit (EBIT) amounted to €7,823 thousand, a decrease against the comparison period of €5,842 thousand (-42.8%) offset slightly by the exchange rate gains of €124 thousand.

The EBIT margin fell by 0.5 p.p. against the same period of the previous year, coming in at 19.4%. If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €7,510 thousand, a decrease of €6,155 thousand, with a margin of 18.7% (- 1.2% p.p. compared to the second quarter of 2019).

Asia Pacific

In the first six months of 2020, operating profit (EBIT) fell €7,697 thousand (-49.1%) to €7,969 thousand due in part to exchange rate losses of €458 thousand. The EBIT margin came to 11.1%, down 6.1 p.p. compared to the first half of 2019.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €6,949 thousand with a margin of 9.7% (-7.5 p.p. compared to the first half of 2019).

In the second quarter alone, operating profit (EBIT) amounted to €4,913 thousand, a decrease against the same period of the previous year of €2,352 thousand (-32.4%). This operating profit also reflects exchange rate losses of €201 thousand.

The EBIT margin rose slightly against the same period of the previous year by 0.3 p.p. to 15.9%. If the practical expedient introduced in the IFRS 16 amendment had not been applied, EBIT would have reached €3,892 thousand, a decrease of €3,373 thousand, with the margin at 12.6% (-3.0 p.p. compared to the second quarter of 2019).

Corporate

The net costs of centralized Corporate functions at the EBIT level amounted to €21,683 thousand in the first six months of 2020 (3.5% of the revenues generated by the Group's sales and services), an increase of €340 thousand with respect to the same period of the previous year.

In the second quarter alone, net costs totaled €11,712 thousand (4.7% of the revenues generated by the Group's sales and services), an increase of €2,068 thousand against the same period of the previous year.

Profit before tax

(€ thousands) First Half 2020 First Half 2019
Recurring Non
recurring
Total Recurring Non
recurring
Total
Profit (loss) before tax 17,783 - 17,783 82,557 (5,870) 76,687
(€ thousands) Second Quarter 2020
Non
Second Quarter 2019
Non
Recurring recurring Total Recurring recurring Total

Profit before tax amounted to €17,783 thousand in the first six months of 2020, a drop of €58,904 thousand (-76.8%) with respect to the same period of the previous year, reflecting the decrease in EBIT described above and the increase in financial expenses stemming from the rise in gross debt following the completion of an important refinancing program aimed at safeguarding the Group by ensuring significant headroom which made it possible not only to face the difficult economic situation, particularly in the second quarter, but also to provide a safety net in the event of further lockdown measures should the pandemic worsen again. Please refer to the section on net financial debt and the relative explanatory notes for more information about the Group's new financial structure.

The result for first half 2019 was impacted by the same non-recurring costs of €5,870 thousand commented on above. Net of this item profit before tax would have been €64,774 thousand lower (-78.5%), while the gross profit margin would have reached 2.9%, a decrease of 6.3 p.p. against the same period of the previous year and 7.0 p.p. on a recurring basis.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, profit before tax would have reached €10,741 thousand, a decrease of €65,946 thousand, with a margin of 1.7% (-7.5% p.p. the first half of 2019 and -8.2 p.p. on a recurring basis).

In the second quarter alone, profit before tax amounted to €10,284 thousand, a decrease against the period of €40,112 thousand (-79.6%). The gross profit margin came to 4.1% (-7.4 p.p. against the first half of the previous year).

The result for second quarter 2019 was impacted by the same non-recurring costs of €4,445 thousand commented on above. Net of this item, profit before tax would have been €44,557 thousand lower (-81.2%), with a gross profit margin down 8.4 p.p. against the same period of the previous year.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, profit before tax would have reached €3,242 thousand, with a gross profit margin of 1.3% (-10.2 p.p. compared to the second quarter of 2019 and -11.2 p.p. on a recurring basis).

Net profit attributable to the Group

(€ thousands) First Half 2020 First Half 2019
Recurring Non
recurring
Total Recurring Non
recurring
Total
Group net profit (loss) 12,577 - 12,577 59,363 (4,871) 54,492
(€ thousands) Second Quarter 2020 Second Quarter 2019
Recurring Non
recurring
Total Recurring Non
recurring
Group net profit (loss) 7,434 - 7,434 40,580 (3,810) 36,770

The Group's net profit came to €12,577 thousand in the first six months of 2020, down €41,915 thousand (-76.9%) against the same period of the previous year, with a profit margin of 2.0% (- 4.5 p.p. compared to the same half of the prior year).

The result posted in the same period of the previous year was impacted by the same nonrecurring costs commented on above of €4,871 thousand, net of the tax effect.

The decrease in recurring profit reached €46,786 thousand (-78.8%), with a profit margin that was down 5.1 p.p. compared to the prior period. This decrease is largely in line with the profit before tax commented on above. The period tax rate for the period was 29.9% compared to 28.9% in the same period of the previous year.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, profit would have reached €7,550 thousand, with a profit margin of 1.2% (-5.3 p.p. compared to the first half of 2019 and -5.9 p.p. on a recurring basis) and the tax rate would have come to 30.8%.

In the second quarter alone, the Group's profit came to €7,434 thousand (3.0% of revenue from sales and services), a decrease of €29,336 thousand (-79.8%) against the same period of the previous year with a profit margin down by 5.4 p.p. Net of non-recurring expenses, profit would have been €33,146 thousand lower (-81.7%) with a profit margin of 6.2 p.p. against the same period of the previous year.

If the practical expedient introduced in the IFRS 16 amendment had not been applied, profit would have reached €2,407 thousand, with a profit margin of 1.0% (-7.4 p.p. compared to the second quarter of 2019 and -8.2 p.p. on a recurring basis).

BALANCE SHEET REVIEW

Consolidated balance sheet by geographical area (*)

(€ thousands) 06/30/2020
EMEA Americas Asia Pacific Eliminations Total
Goodwill 849,183 121,810 271,106 - 1,242,099
Non-competition agreements,
trademarks, customer lists and lease
rights
215,639 9,194 38,030 - 262,863
Software, licenses, other intangible fixed
assets, fixed assets in progress and
advances
67,364 19,420 8,531 - 95,315
Tangible assets 148,621 9,613 26,982 - 185,216
Right-of-use assets 368,870 16,990 37,897 - 423,757
Financial fixed assets 4,054 35,392 - - 39,446
Other non-current financial assets 27,484 428 1,040 - 28,952
Non-current assets 1,681,215 212,847 383,586 - 2,277,648
Inventories 56,611 6,999 3,520 - 67,130
Trade receivables 103,447 29,747 13,766 (13,963) 132,997
Other receivables 63,676 5,401 7,819 (7) 76,889
Current assets (A) 223,734 42,147 25,105 (13,970) 277,016
Operating assets 1,904,949 254,994 408,691 (13,970) 2,554,664
Trade payables (102,015) (32,148) (19,739) 13,963 (139,939)
Other payables (239,400) (18,311) (25,053) 7 (282,757)
Provisions for risks and charges (current
portion)
(3,489) (507) - - (3,996)
Current liabilities (B) (344,904) (50,966) (44,792) 13,970 (426,692)
Net working capital (A) - (B) (121,170) (8,819) (19,687) - (149,676)
Derivative instruments (4,510) - - - (4,510)
Deferred tax assets 71,091 694 5,712 - 77,497
Deferred tax liabilities (68,000) (18,463) (11,152) - (97,615)
Provisions for risks and charges (non
current portion)
(18,178) (28,080) (826) - (47,084)
Liabilities for employees' benefits (non
current portion)
(23,275) (123) (463) - (23,861)
Loan fees 9,396 - - - 9,396
Other non-current liabilities (124,027) (7,529) (2,151) - (133,707)
NET INVESTED CAPITAL 1,402,542 150,527 355,019 - 1,908,088
Group net equity 699,166
Minority interests 878
Total net equity 700,044
Net medium and long-term financial
indebtedness
1,126,173
Net short-term financial indebtedness (360,828)
Total net financial indebtedness 765,345
Lease liabilities 442,699
Total lease liabilities & net financial
indebtedness
1,208,044
NET EQUITY, LEASE LIABILITIES AND NET
FINANCIAL INDEBTEDNESS
1,908,088

(*) 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) 12/31/2019
EMEA Americas Asia Pacific Eliminations Total
Goodwill 839,802 126,418 249,291 - 1,215,511
Non-competition agreements,
trademarks, customer lists and lease
rights
224,288 10,189 35,830 - 270,307
Software, licenses, other intangible fixed
assets, fixed assets in progress and
advances
67,386 20,068 9,747 - 97,201
Tangible assets 158,390 10,450 27,739 - 196,579
Right-of-use assets 361,739 18,300 38,390 - 418,429
Financial fixed assets 3,797 41,090 - 44,887
Other non-current financial assets 30,833 389 1,060 - 32,282
Non-current assets 1,686,235 226,904 362,057 - 2,275,196
Inventories 55,834 4,433 4,325 - 64,592
Trade receivables 156,933 44,125 19,179 (15,018) 205,219
Other receivables 64,690 6,811 7,631 (3,134) 75,998
Current assets (A) 277,457 55,369 31,135 (18,152) 345,809
Operating assets 1,963,692 282,273 393,192 (18,152) 2,621,005
Trade payables (127,909) (40,928) (23,571) 15,018 (177,390)
Other payables (247,315) (18,056) (22,590) 3,134 (284,827)
Provisions for risks and charges (current
portion)
(3,650) (592) - (4,242)
Current liabilities (B) (378,874) (59,576) (46,161) 18,152 (466,459)
Net working capital (A) - (B) (101,417) (4,207) (15,026) - (120,650)
Derivative instruments (8,763) - - - (8,763)
Deferred tax assets 73,434 3,400 4,593 - 81,427
Deferred tax liabilities (70,398) (21,265) (10,448) - (102,111)
Provisions for risks and charges (non
current portion)
(17,620) (32,406) (264) - (50,290)
Liabilities for employees' benefits (non
current portion)
(24,143) (130) (1,008) - (25,281)
Loan fees 1,611 - - - 1,611
Other non-current liabilities (133,005) (8,714) (1,982) - (143,701)
NET INVESTED CAPITAL 1,405,934 163,582 337,922 - 1,907,438
Group net equity 695,031
Minority interests 1,084
Total net equity 696,115
Net medium and long-term financial
indebtedness
752,648
Net short-term financial indebtedness 34,050
Total net financial indebtedness 786,698
Lease liabilities 424,625
Total lease liabilities & net financial
indebtedness
1,211,323
NET EQUITY, LEASE LIABILITIES AND NET
FINANCIAL INDEBTEDNESS
1,907,438

Non-current assets

Non-current assets amounted to €2,277,648 thousand at 30 June 2020, an increase of €2,452 thousand against the €2,275,196 thousand recorded at 31 December 2019.

The changes in the period were as follows (i) €23,469 of capital expenditure (ii) €49,784 thousand for the recognition of right-of-use assets acquired in the period; (iii) €55,038 thousand for acquisitions; (iv) €99,808 thousand for depreciation, amortization and impairment losses, including the depreciation of the above right-of-use assets; (v) €26,031 thousand for other net decreases relating primarily to exchange rate losses.

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

(€ thousands) 06/30/2020 12/31/2019 Change
EMEA Goodwill 849,183 839,802 9,381
Non-competition agreements, trademarks, customer lists and lease
rights
215,639 224,288 (8,649)
Software, licenses, other intangible fixed assets, fixed assets in
progress and advances
67,364 67,386 (22)
Tangible assets 148,621 158,390 (9,769)
Right-of-use assets 368,870 361,739 7,131
Financial fixed assets 4,054 3,797 257
Other non-current financial assets 27,484 30,833 (3,349)
Non-current assets 1,681,215 1,686,235 (5,020)
Goodwill 121,810 126,418 (4,608)
Americas Non-competition agreements, trademarks, customer lists and lease
rights
9,194 10,189 (995)
Software, licenses, other intangible fixed assets, fixed assets in
progress and advances
19,420 20,068 (648)
Tangible assets 9,613 10,450 (837)
Right-of-use assets 16,990 18,300 (1,310)
Financial fixed assets 35,392 41,090 (5,698)
Other non-current financial assets 428 389 39
Non-current assets 212,847 226,904 (14,057)
Goodwill 271,106 249,291 21,815
Asia Pacific Non-competition agreements, trademarks, customer lists and lease
rights
38,030 35,830 2,200
Software, licenses, other intangible fixed assets, fixed assets in
progress and advances
8,531 9,747 (1,216)
Tangible assets 26,982 27,739 (757)
Right-of-use assets 37,897 38,390 (493)
Financial fixed assets - - -
Other non-current financial assets 1,040 1,060 (20)
Non-current assets 383,586 362,057 21,529

Europe, Middle-East and Africa

Non-current assets amounted to €1,681,215 thousand at 30 June 2020, a decrease of €5,020 thousand against the €1,686,235 thousand recorded at 31 December 2019. The change is explained as follows:

  • €15,074 thousand for acquisitions made in the period;
  • €8,700 thousand for investments in property, plant and equipment, relating primarily to the opening of new stores and the renovation of existing ones;
  • €9,153 thousand for investments in intangible assets, relating primarily to the new business transformation ERP cloud system for back office functions (Human Resources, Procurement, Administration and Finance) and upgrades of the CRM systems and digital marketing;
  • €46,467 thousand for right-of-use assets;
  • €78,824 thousand for amortization, depreciation and impairment losses, including the amortization and depreciation of the right-of-use assets referred to above;
  • €5,590 thousand for other net decreases relating mainly to exchange rate losses.

Americas

Non-current assets amounted to €212,847 thousand at 30 June 2020, a decrease of €14,057 thousand against the €226,904 thousand recorded at 31 December 2019.

The change is explained as follows:

  • €472 thousand for investments in property, plant and equipment;
  • €2,391 thousand for investments in intangible assets;
  • €1,500 thousand for right-of-use assets;
  • €6,297 thousand for amortization, depreciation and impairment losses, including the amortization and depreciation of the right-of-use assets referred to above;
  • €12,123 thousand for other net decreases relating mainly to exchange rate losses.

Asia Pacific

Non-current assets amounted to €383,586 thousand at 30 June 2020, an increase of €21,529 thousand against the €362,057 thousand recorded at 31 December 2019.

The increase is explained as follows:

  • €1,975 thousand for investments in property, plant and equipment;
  • €778 thousand for investments in intangible assets;
  • €1,817 thousand for right-of-use assets;
  • €14,687 thousand for amortization and depreciation, including the amortization and depreciation of the right-of-use assets referred to above;
  • €39,964 thousand for acquisitions;
  • €8,318 thousand for other net decreases relating mainly to exchange rate losses.

Net invested capital

Net invested capital came to €1,908,088 thousand at 30 June 2020, an increase of €649 thousand compared to the €1,907,438 thousand recorded at 31 December 2019.

This increase is attributable to the change in non-current assets described above and the improvement in working capital.

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

(€ thousands) 06/30/2020 12/31/2019 Change
EMEA 1,402,542 1,405,934 (3,392)
Americas 150,527 163,582 (13,056)
Asia Pacific 355,019 337,922 17,097
Total 1,908,088 1,907,438 649

Europe, Middle-East and Africa

Net invested capital came to €1,402,542 thousand at 30 June 2020, a decrease of €3,392 thousand against the €1,405,934 thousand recorded at 31 December 2019.

This decline is attributable to the change in non-current assets described above, along with the decrease in working capital.

Factoring without recourse in the period involved trade receivables with a face value of €36,772 thousand (€50.45 thousand in the same period of the prior year).

Americas

Net invested capital came to €150,527 thousand at 30 June 2020, a decrease of €13,056 thousand against the €163,582 thousand recorded at 31 December 2019.

This decline is attributable to the change in non-current assets described above, along with the decrease in working capital.

Asia Pacific

Net invested capital came to €355,019 thousand at 30 June 2020, an increase of €17,097 thousand against the €337,922 thousand recorded at 31 December 2019.

This increase is attributable to the change in non-current assets described above, along with the decrease in working capital.

(€ thousands) 06/30/2020 12/31/2019 Change
Net medium and long-term financial indebtedness 1,126,173 752,648 373,525
Net short-term financial indebtedness 66,386 172,421 (106,035)
Cash and cash equivalents (427,214) (138,371) (288,843)
Net financial indebtedness 765,345 786,698 (21,353)
Lease liabilities – current portion 90,007 81,585 8,422
Lease liabilities – non-current portion 352,692 343,040 9,652
Lease liabilities 442,699 424,625 18,074
Total lease liabilities & net financial indebtedness 1,208,044 1,211,323 (3,279)
Group net equity 699,166 695,031 4,135
Minority interests 878 1,084 (206)
Net Equity 700,044 696,115 3,929
Financial indebtedness/Group net equity 1.10 1.13
Financial indebtedness/Net equity 1.10 1.13
Financial indebtedness/EBITDA 2.18 1.90

Net financial indebtedness

Net financial indebtedness, excluding lease liabilities, amounted to €765,345 thousand at 30 June 2020, reporting a decrease of €21,353 thousand with respect to 31 December 2019.

In a period which was profoundly affected by the Covid-19 pandemic, Amplifon began refinancing the next debt maturities well in advance and successfully completed the placement of a €350 million seven-year Eurobond, while also implementing a series of measures and actions which made it possible for the Group to better manage its financial position, strengthening its structure and solidity. More in detail:

  • the company resolved not to proceed with the distribution of a dividend to shareholders, allocating the entire profit for 2019 to retained earnings;
  • a series of measures were adopted which focused on cost containment, reducing and redefining investments, the suspension of M&A cash-outs, quickly accessing all the tools made available by the governmental authorities, along with other operational initiatives and the management of working capital which made it possible for free cash flow to reach €72,075 thousand (€57,852 thousand in the first half of the prior year);
  • the Group's financial structure and position were strengthened as follows:
    • €180 million in existing bilateral loans were renegotiated, the maturities were extended from 2021-2022 to 2024-2025 and the amount was increased by €80 million;
    • an additional €193 million in long-term loans were stipulated, expiring between 2023 and 2025;
    • government Covid-19 loans amounting to €35.5 million (of which €30.5 million utilized and €5 million available) were requested and granted;
    • €35 million in new long-term irrevocable credit facilities (expiring in 2025) were granted and the expiration of €60 million in credit lines was extended from 2021 to 2025.

At 30 June the Group had cash and cash equivalents of €427,214 thousand compared to total net financial indebtedness €765,345 thousand, net of lease liabilities.

Long-term indebtedness amounts to €1,126,173 thousand, €22,259 thousand of which reflects the long-term portion of deferred payments for acquisitions. The increase in the period of €373,525 thousand is attributable to the transactions carried out to strengthen the financial structure described above, net the repayment of a portion of the syndicated loan used for the GAES acquisition (approximately €305 million).

The short-term portion of indebtedness amounts to €66,386 thousand and is €106,035 thousand lower due mainly to the repayment of hot money drawn at 31 December 2019 using the cash and cash equivalents derived from the transactions described above, and includes: the shortterm portion of the syndicated loan used to finance the GAES acquisition (€19,875 thousand), the short-term portion of the private placement (€17,860 thousand), the short-term portion of other long-term bank loans (€6,666 thousand), interest expense on bank loans, the Eurobond and the private placement (€2,145 thousand) and the best estimate of the deferred payments for acquisitions (€4,038 thousand).

The chart below shows the debt maturities compared to the €427 million in available cash and cash equivalents and the unutilized portions of irrevocable credit lines which amount to €235 million, as well as the €206 million in other available credit lines.

In July 2020, the Group further strengthened its financial structure, entering into agreements for new long-term loans, committed credit lines for a total of €25 million expiring in 2025 of which €10 million in term loans and €15 million in revolving facilities.

Interest payable on financial indebtedness amounted to €4,778 thousand at 30 June 2020, €3,728 thousand at 30 June 2019.

Interest payable on leases recognized in accordance with IFRS 16 amounted to €5,350 thousand versus €5,682 thousand at 30 June 2019.

Interest receivable on bank deposits came to €43 thousand at 30 June 2020 versus €34 thousand at 30 June 2019.

The reasons for the changes in net 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 2020 First Half 2019
OPERATING ACTIVITIES
Net profit (loss) attributable to the Group 12,577 54,492
Minority interests (117) (5)
Amortization, depreciation and impairment:
- Intangible fixed assets 30,498 28,129
- Tangible fixed assets 23,309 20,353
- Right-of-use assets 45,966 42,775
Total amortization, depreciation and impairment 99,773 91,257
Provisions, other non-monetary items and gain/losses from disposals 475 12,908
Group's share of the result of associated companies 256 (193)
Financial income and charges 13,487 13,009
Current and deferred income taxes 5,322 22,200
Change in assets and liabilities:
- Utilization of provisions (4,003) (4,649)
- (Increase) decrease in inventories (4,170) (4,655)
- Decrease (increase) in trade receivables 70,672 (15,300)
- Increase (decrease) in trade payables (37,010) (736)
- Changes in other receivables and other payables (22,557) (722)
Total change in assets and liabilities 2,932 (26,062)
Dividends received - 125
Net interest charges (12,336) (11,223)
Taxes paid (808) (17,035)
Cash flow provided by (used in) operating activities before repayment of lease liabilities 121,562 139,473
Repayment of lease liabilities (27,683) (39,655)
Cash flow generated from (absorbed) by operating activities 93,879 99,818
INVESTING ACTIVITIES:
Purchase of intangible fixed assets (12,322) (15,913)
Purchase of tangible fixed assets (11,147) (27,140)
Consideration from sale of tangible fixed assets and businesses 1,665 1,087
Cash flow generated from (absorbed) by investing activities (21,804) (41,966)
Cash flow generated from operating and investing activities (Free cash flow) 72,075 57,852
Business combinations (*) (41,816) (27,747)
(Purchase) sale of other investments and securities - -
Net cash flow generated from acquisitions (41,816) (27,747)
Cash flow generated from (absorbed) by investing activities (63,620) (69,713)

(€ thousands) First Half 2020 First Half 2019
FINANCING ACTIVITIES:
Fees paid on medium/long-term financing (7,374) -
Other non-current assets (284) 1,318
Dividends - (30,939)
Capital increases (reduction), third parties' contributions in subsidiaries and dividends paid to
third parties by the subsidiaries
- (38)
Cash flow generated from (absorbed) by financing activities (7,657) (29,659)
Changes in net financial indebtedness 22,601 446
Net financial indebtedness at the beginning of the period (786,698) (840,856)
Effect of discontinued operations on net financial indebtedness - -
Effect of exchange rate fluctuations on net financial indebtedness (1,248) (657)
Changes in net indebtedness 22,601 446
Net financial indebtedness at the end of the period (765,345) (841,067)

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

The change in net financial indebtedness of €22,601 thousand is attributable to:

  • Investing activities:
    • capital expenditure on property, plant and equipment and intangible assets of €23,469 thousand relating primarily to the new business transformation system for back office functions (Human Resources, Procurement, Administration and Finance), investments in CRM systems, digital marketing and the opening, renewal and repositioning of stores consistent with Amplifon's new brand image. As of March, however, the Group suspended all non-essential capex due to Covid-19 and reduced them to approximately 20-25% of the average annual capex;
    • acquisitions amounting to €41,816 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. After the acquisition of Attune Hearing Pty (Australia), made at the beginning of February, all M&A activities were temporarily suspended as of March;
    • net proceeds from the disposal of assets of €1,665 thousand.
  • Operating activities:
    • interest payable on financial indebtedness and other net financial expenses of €12,336 thousand;
    • payment of taxes amounting to €808 thousand, which benefitted from the payment extensions granted by the different governmental authorities;
    • payment of principle on lease obligations of €27,684 thousand, after concessions and deferments obtained as a result of Covid-19 lease negotiations of around €15,125 thousand;
    • cash flow generated by operations of €134,706 thousand. While the drop in sales inevitably impacted the ability to generate cash, cash flow generated by operations benefitted from the Group's actions on cash flow maximization, as well as €62,689 thousand in governmental assistance with the cost of labor, delayed tax payments and pension contributions, as well as lower rents. These benefits were, however, partially offset by higher outflows linked to

the pandemic of around €6,220 thousand (including the personal protective equipment, sanitization and the cost of personnel at closed stores not covered by social plans).

  • Financing activities, which reached a negative €7,657 thousand, relating basically to the payment of fees for the Eurobond issue (Eurobond 2020-2027) and the new credit lines (€7,374 thousand).

Net debt was also impacted by exchange losses of €1,249 thousand.

The non-recurring transactions described above had a negative impact on cash flow of €812 thousand in the first six months of 2020, attributable to the costs incurred for the GAES integration activities carried out in 2019.

ACQUISITION OF COMPANIES AND BUSINESSES

Prior to the temporary suspension of acquisitions beginning in March in order to protect cash flow from the financial impact of the Covid-19 outbreak, the Group's external growth had continued. In the first three months of 2020, 77 points of sale were acquired for a total of €43,225 thousand, including the 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 during the first six months of 2020:

  • 5 points of sale were acquired in France;
  • 12 points of sale were acquired in Germany;
  • 6 points of sale were acquired in Belgium;
  • 54 new points of sale were added to the Group as a result of the acquisition of Attune Hearing Pty Ltd in Australia.

OUTLOOK

While the risks associated with future developments in the Covid-19 outbreak call for caution, the Group believes that the most difficult phase of the pandemic is behind us. The impressive speed of recovery since the easing of restrictive measures and the positive signals given by July revenues, currently above prior year level, clearly demonstrate the resilience of the business, the solid fundamentals of the market in which the Group operates and the unchanged consumer behavior.

Therefore, although the situation remains uncertain, given the Group's recent performance and assuming no further significant re-tightening of lockdown restrictions in the near future, the Group expects to see a favorable trend in the second half of 2020 and estimates that third quarter 2020 revenues will be in line with the same period of the previous year

The Group also looks positively to the future both in terms of sales and profitability. The strong measures implemented to reduce the cost base and improve productivity will, in fact, allow the Group to be even more efficient and profitable going forward.

Milan, 29 July 2020

On behalf of the Board of Directors CEO

Enrico Vita

CONDENSED INTERIM CONSOLIDATED FINANCIAL

STATEMENTS AS AT 30 JUNE 2020

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€ thousands) 06/30/2020 12/31/2019 Change
ASSETS
Non-current assets
Goodwill Note 3 1,242,099 1,215,511 26,588
Intangible fixed assets with finite useful life Note 4 358,178 367,508 (9,330)
Tangible fixed assets Note 5 185,216 196,579 (11,363)
Right-of-use assets Note 6 423,757 418,429 5,328
Equity-accounted investments 2,058 2,314 (256)
Hedging instruments 13,816 8,153 5,663
Deferred tax assets 77,497 81,427 (3,930)
Contract costs 6,730 7,339 (609)
Other assets 59,610 67,516 (7,906)
Total non-current assets 2,368,961 2,364,776 4,185
Current assets
Inventories 67,130 64,592 2,538
Trade receivables 132,997 205,219 (72,222)
Contract costs 4,468 4,386 82
Other receivables 72,360 71,553 807
Hedging instruments 2,405 2,201 204
Other financial assets 90 240 (150)
Cash and cash equivalents
Note 8
427,214 138,371 288,843
Total current assets 706,664 486,562 220,102
TOTAL ASSETS 3,075,625 2,851,338 224,287
(€ thousands) 06/30/2020 12/31/2019 Change
LIABILITIES
Net Equity
Share capital 4,528 4,528 -
Share premium reserve 202,712 202,712 -
Treasury shares (24,879) (29,131) 4,252
Other reserves (37,254) (24,669) (12,585)
Retained earnings 541,482 432,925 108,557
Profit (loss) for the period 12,577 108,666 (96,089)
Group net equity 699,166 695,031 4,135
Minority interests 878 1,084 (206)
Total net equity 700,044 696,115 3,929
Non-current liabilities
Medium/long-term financial liabilities 1,109,523 750,719 358,804
Lease liabilities Note 9
Note 10
Provisions for risks and charges 47,084
50,290
(3,206)
Liabilities for employees' benefits 23,861 25,281 (1,420)
Hedging instruments 5,531 4,290 1,241
Deferred tax liabilities 97,615 102,111 (4,496)
Payables for business acquisitions 22,259 13,527 8,732
Contract liabilities 125,389 135,052 (9,663)
Other long-term liabilities 8,318 8,649 (331)
Total non-current liabilities 1,792,272 1,432,959 359,313
Current liabilities
Trade payables 139,939 177,390 (37,451)
Payables for business acquisitions 4,038 10,245 (6,207)
Contract liabilities 92,519 97,725 (5,206)
Tax liabilities 61,432 40,334 21,098
Other payables 127,973 146,223 (18,250)
Hedging instruments - 28 (28)
Provisions for risks and charges 3,996 4,242 (246)
Liabilities for employees' benefits 833 545 288
Short-term financial liabilities 62,572 163,947 (101,375)
Lease liabilities
Note 10
90,007 81,585 8,422
Total current liabilities 583,309 722,264 (138,955)
TOTAL LIABILITIES 3,075,625 2,851,338 224,287

CONSOLIDATED INCOME STATEMENT

(€ thousands) First Half 2020 First Half 2019
Recurring Non
recurring
Total Recurring Non
recurring
Total Change
Revenues from sales and services Note 613,899 - 613,899 832,035 - 832,035 (218,136)
11
Operating costs (493,696) - (493,696) (646,294) (5,805) (652,099) 158,403
Other income and costs 11,096 - 11,096 824 - 824 10,272
Gross operating profit (EBITDA) 131,299 - 131,299 186,565 (5,805) 180,760 (49,461)
Amortization, depreciation and
impairment
Amortization of intangible fixed assets Note
4
(30,493) - (30,493) (27,865) - (27,865) (2,628)
Depreciation of tangible fixed assets Note
5
(22,936) - (22,936) (19,962) - (19,962) (2,974)
Right-of-use depreciation Note
6
(45,966) - (45,966) (42,775) - (42,775) (3,191)
Impairment losses and reversals of non
current assets
(378) - (378) (590) (65) (655) 277
(99,773) - (99,773) (91,192) (65) (91,257) (8,516)
Operating result 31,526 - 31,526 95,373 (5,870) 89,503 (57,977)
Financial income, expenses and value
adjustments to financial assets
Group's share of the result of associated
companies valued at equity and
gains/losses on disposals of equity
investments
(256) - (256) 193 - 193 (449)
Other income and expenses,
impairment and revaluations of financial
assets
- - - - - - -
Interest income and expenses (8,459) - (8,459) (7,219) - (7,219) (1,240)
Interest expenses on lease liabilities (5,350) - (5,350) (5,682) - (5,682) 332
Other financial income and expenses (410) - (410) (220) - (220) (190)
Exchange gains and losses 726 - 726 457 - 457 269
Gain (loss) on assets accounted at fair
value
6 - 6 (345) - (345) 351
(13,743) - (13,743) (12,816) - (12,816) (927)
Profit (loss) before tax 17,783 - 17,783 82,557 (5,870) 76,687 (58,904)
Current and deferred income tax Note
12
Current tax (9.035) - (9.035) (26.684) 999 (25.685) 16.650
Deferred tax 3.712 - 3.712 3.485 - 3.485 227
(5.323) - (5.323) (23.199) 999 (22.200) 16.877
Total net profit (loss) 12,460 - 12,460 59,358 (4,871) 54,487 (42,027)
Net profit (loss) attributable to Minority
interests
(117) - (117) (5) - (5) (112)
Net profit (loss) attributable to the
Group
12,577 - 12,577 59,363 (4,871) 54,492 (41,915)
Earnings per share (€ per share) Note 14 First Half 2020 First Half 2019
Earnings per share
- Basic 0.05634 0.24665
- Diluted 0.05564 0.24180

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

(€ thousands) First Half 2020 First Half 2019
Net income (loss) for the period 12,460 54,487
Other comprehensive income (loss) that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit plans 2,187 (1,284)
Tax effect on items of other comprehensive income (expense) that will not be reclassified
subsequently to profit or loss
(317) 175
Total other comprehensive income (loss) that will not be reclassified subsequently to
profit or loss after the tax effect (A)
1,870 (1,109)
Other comprehensive income (loss) that will be reclassified subsequently to profit or loss
Gains/(losses) on cash flow hedging instruments 4,146 (1,653)
Gains/(losses) from Foreign Currency Basis Spread on hedging instruments 335 133
Gains/(losses) on exchange differences from translation of financial statements of foreign
entities
(15,163) 1,481
Tax effect on components of other comprehensive income that will be reclassified
subsequently to profit or loss
(1,076) 364
Total other comprehensive income (loss) that will be reclassified subsequently to profit or
loss after the tax effect (B)
(11,758) 325
Total other comprehensive income (loss) (A)+(B) (9,888) (784)
Comprehensive income (loss) for the period 2,572 53,703
Attributable to the Group 2,778 53,630
Attributable to Minority interests (206) 73

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY

Share Treasury Stock option
Share premium Legal Other shares and stock
(€ thousands) capital reserve reserve reserves reserve grant reserve
Balance at 1 January 2019 as
reported
4,527 202,565 934 3,636 (50,933) 34,569
Allocation of profit (loss) for 2018
Share capital increase 1 147
Treasury shares
Dividend distribution
Notional cost of stock options and
stock grants
7,729
Other changes 15,085 (11,470)
Total comprehensive income
(expense) for the period
- Hedge accounting
- Actuarial gains (losses)
- Translation differences
- Profit for the first half of 2019
Balance at 30 June 2019 4,528 202,712 934 3,636 (35,848) 30,828
Share Treasury Stock option
Share premium Legal Other shares and stock
(€ thousands) capital reserve reserve reserves reserve grant reserve
Balance at 1 January 2020 4,528 202,712 934 3,636 (29,131) 34,963
Allocation of profit (loss) for 2019
Share capital increase
Treasury shares
Dividend distribution
Notional cost of stock options and
stock grants
2,070
Other changes 4,252 (4,856)
-Stock Grant 4,252 (4,856)
-Other changes
Total comprehensive income
(expense) for the period
- Hedge accounting
- Actuarial gains (losses)
- Translation difference
- Profit for the first half of 2020
Balance at 30 June 2020 4,528 202,712 934 3,636 (24,879) 32,177
(8,612) (556) (8,232) 427,322 (46,786) 54,491 624,417 1,129 625,546
54,491 54,491 (4) 54,487
1,404 1,404 77 1,481
(1,109) (1,109) (1,109)
(1,257) 101 (1,156) (1,156)
(1,257) 101 (1,109) 1,404 54,491 53,630 73 53,703
657 (657) (4,685) (1,070) 28 (1,042)
7,729 7,729
(30,939) (30,939) (30,939)
- -
148 148
100,443 (100,443) - -
(8,012) - (7,123) 362,503 (48,190) 100,443 594,919 1,028 595,947
hedge
reserve
Spread
reserve
gains and
(losses)
Retained
earnings
Translation
difference
Profit for
the period
Shareholders'
equity
Minority
interests
Total net
equity
Cash flow Foreign
Curr. Basis
Actuarial Total
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
(5,462) (748) (11,048) 432,925 (46,944) 108,666 695,031 1,084 696,115
108,666 (108,666) - -
- -
- -
- -
2,070 2,070
(109) (713) (713)
604 - -
(713) (713) (713)
3,151 254 1,870 - (15,074) 12,577 2,778 (206) 2,572
3,151 254 3,405 3,405
1,870 1,870 1,870
(15,074) (15,074) (89) (15,163)
12,577 12,577 (117) 12,460
(2,311) (494) (9,178) 541,482 (62,018) 12,577 699,166 878 700,044

STATEMENT OF CONSOLIDATED CASH FLOWS

OPERATING ACTIVITIES
Net profit (loss)
12,460
Amortization, depreciation and impairment:
- intangible fixed assets
30,498
- tangible fixed assets
23,309
- right-of-use assets
45,966
- goodwill
-
Provisions, other non-monetary items and gain/losses from disposals
475
Group's share of the result of associated companies
256
Financial income and expenses
13,487
Current and deferred taxes
5,322
Cash flow from operating activities before change in working capital
131,773
Utilization of provisions
(4,003)
(Increase) decrease in inventories
(4,170)
Decrease (increase) in trade receivables
70,672
Increase (decrease) in trade payables
(37,010)
Changes in other receivables and other payables
(22,557)
Total change in assets and liabilities
2,932
Dividends received
-
Interest received (paid)
(10,119)
Taxes paid
(808)
Cash flow generated from (absorbed by) operating activities (A)
123,778
INVESTING ACTIVITIES:
Purchase of intangible fixed assets
(12,322)
Purchase of tangible fixed assets
(11,147)
Consideration from sale of non-current assets
1,665
Cash flow generated from (absorbed by) operating investing activities (B)
(21,804)
Purchase of subsidiaries and business units
(44,700)
Increase (decrease) in payables for business acquisitions
2,600
(Purchase) sale of other investments and securities
-
Cash flow generated from (absorbed by) acquisition activities (C)
(42,100)
Cash flow generated from (absorbed by) investing activities (B+C)
(63,904)
FINANCING ACTIVITIES:
Increase (decrease) in financial payables
263,086
(Increase) decrease in financial receivables
-
Derivative instruments and other non-current assets
(705)
Commissions paid for medium/long-term financing
(7,374)
Principal portion of lease payments
(27,683)
Other non-current assets and liabilities
421
Dividends distributed
-
Capital increases and minority shareholders' contributions and dividends paid to third
-
(€ thousands) First Half
2020
First Half
2019
54,487
28,129
20,353
42,775
-
12,908
(193)
13,009
22,200
193,668
(4,649)
(4,655)
(15,300)
(736)
(722)
(26,062)
125
(11,553)
(17,035)
139,143
(15,913)
(27,140)
1,087
(41,966)
(28,456)
(4,777)
-
(33,233)
(75,199)
43,479
(119)
-
-
(39,655)
1,318
(30,939)
parties by subsidiaries (38)
Cash flow generated from (absorbed by) financing activities (D)
227,745
(25,954)
Net increase in cash and cash equivalents (A+B+C+D)
287,619
37,990
(€ thousands) First Half
2020
First Half
2019
Cash and cash equivalents at beginning of period 138,371 89,915
Effect of exchange rate fluctuations on cash & cash equivalents (1,660) 185
Liquid assets acquired 2,884 709
Flows of cash and cash equivalents 287,619 37,990
Cash and cash equivalents at end of period 427,214 128,799

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 15. The impact of these transactions on the Group's cash flows is not material.

The Covid-19 impacts on cash flow are detailed in Note 2.

SUPPLEMENTARY INFORMATION TO THE STATEMENT OF CONSOLIDATED CASH FLOWS

The fair value of the assets and liabilities acquired are summarized in the following table:

(€ thousands) First Half
2020
First Half
2019
- Goodwill 36,636 20,629
- Customer lists 5,737 12,393
- Trademarks and non-competition agreements 5,110 -
- Other intangible fixed assets 370 184
- Tangible fixed assets 2,287 990
- Right-of-use assets 4,741 704
- Financial fixed assets - 80
- Current assets 4,760 3,043
- Provisions for risks and charges (743) (4)
- Current liabilities (7,330) (3,181)
- Other non-current assets and liabilities (6,856) (7,029)
- Minority interests - -
Total investments 44,712 27,809
Net financial debt acquired (12) 647
Total business combinations 44,700 28,456
(Increase) decrease in payables through business acquisition (2,600) 4,777
Purchase (sale) of other investments and securities - -
Cash flow absorbed by (generated from) acquisitions 42,100 33,233
(Cash and cash equivalents acquired) (2,884) (709)
Net cash flow absorbed by (generated from) acquisitions 39,216 32,524

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 company, 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 06/30/2020) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.

The condensed interim consolidated financial statements at 31 March 2020 have been prepared in accordance with Article 154-bis of Legislative Decree no. 58/1998 (Consolidated Finance Act) and subsequent amendments and 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 2020. 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.

In order to provide a more accurate representation of the half-year results at 30 June 2020, Amplifon applied the amendment to IFRS 16 "Leases Covid-19 - Related Rent Concessions" approved by IASB on 28 May 2020 which introduces a practical expedient based on which any concessions obtained as a result of Covid-19 related renegotiations are not viewed as lease modifications, but as variable lease payments which positively impacts the income statement, even though the amendment has yet to be endorsed by the European Union. For more information please see note 20.

The condensed interim consolidated financial statements at 30 June 2020 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 2019.

The publication of the condensed interim consolidated financial statements of the Amplifon Group at 30 June 2020 was authorized by a resolution of the Board of Directors of 29 July 2020 which approved their publication.

Pursuant to the Consob Communication of 28 July 2006, it is specified that during the first three months of 2020 the Group did not carry out atypical and/or unusual transactions, as defined by the Communication itself.

2. Impacts of COVID-19 emergency on the Group's performance and financial position, measures adopted, risks and areas of uncertainty

The Covid-19 pandemic and the restrictive measures adopted by the different authorities had a significant impact on the Group's results, causing total revenues to fall 26.2% in the first half of the year and 43.1% in the second quarter. April was the hardest hit by the lockdown, reporting a 65% drop in sales compared to April 2019, while as the lockdown measures were eased, the recovery improved sequentially in May and June with sales down 45% and 20% against same months of the prior year, respectively.

Europe, where lockdown measures were implemented in all the main markets with the exception of Germany, was affected the most, but then showed strong recovery beginning in May as the restrictive measures were eased. In the United States, which was also profoundly impacted by the closures in April, the recovery was quick as of the end of the same month, while APAC suffered less as there were no store closures in Australia. The post lockdown recovery in New Zealand was very speedy after stores were reopened mid-May and in China, where the impact of the closures was felt in February, the performance was already back in line with the prior year in May.

In response to the Covid-19 outbreak, the Group quickly prepared and implemented an effective plan of action aiming to:

  • ensure the health and safety of its people and its customers;
  • reduce operating costs and maximize cash generation;
  • strengthen the financial structure through an important refinancing program in order to provide enough headroom in the event of further lockdown periods.

More in detail:

Measures adopted to protect stakeholders during the Covid-19 pandemic

Since the start of the Covid-19 outbreak, the Group's priority has been to safeguard the health of its people, while, at the same time, serving customers in total safety. Amplifon, therefore, rapidly created a task force at both a Group and country level in order to coordinate and implement immediately all the preventive measures needed to ensure the health of its employees, customers and other stakeholders, in line with the safety measures indicated by the authorities in the different countries. These measures included, among other things, the development and adoption of a new Group-wide store protocol (which comprises the use of personal protective equipment by hearing care professionals and client advisers, visits on an appointment-only basis following an in-depth telephone interview in order to assess the customers' state of health, strict social distancing and sanitization procedures, etc.), smart working practices for back-office personnel, as well as protocols for returning to work, developed with the support of experts, consistent with the ordinances issued in the different countries and other safety measures.

Measures to mitigate the impact on profitability and cash flow generation

Given the negative impact that the restrictive or even general lockdown measures adopted by the governmental authorities in the various countries as a result of the Covid-19 crisis had on hearing care market demand, the Group moved very quickly and decisively to implement a series of measures to limit the impact. More in detail, Amplifon adopted the following cost containment measures:

  • Labor costs: activation of government social schemes and other employment support tools in the different countries of operation, proportional reduction in variable compensation, voluntary pay cuts by management and hiring freeze;
  • Marketing costs: cancellation of most activities and programmed investments;
  • Other costs: suspension of all discretionary costs and renegotiation of several supplier contracts and leases;
  • Suspension of all non-essential capex and M&A transactions;
  • Quick use of all forms of subsidies made available by the different governmental authorities to support business;
  • allocation of the entire profit for 2019 to retained earnings without distributing any dividends to shareholders.

Measures to strengthen the Group's financial structure

Amplifon, which had already begun refinancing the next debt maturities well in advance by issuing a €350 million seven-year Eurobond at the beginning of February, finalized a series of transactions in the second quarter aiming to strengthen the Group's financial structure. More in detail:

  • new long-term borrowings (term loan and revolving facilities), totaling €343.5 million expiring between 2023 and 2025 were secured (€35.5 million of which relate to Covid-19 emergency government financing), and an additional €40 million will be granted in the third quarter of 2020;
  • €180 million in existing bilateral loans were renegotiated and the maturities extended from 2021-2022 to 2024-2025;
  • the expiration of €60 million in revolving credit facilities was extended from 2021- 2022 to 2025.

At 30 June 2020 the Group had cash and cash equivalents of €427 million, undrawn irrevocable credit lines of €235 million and uncommitted lines of €206 million compared to total gross debt which, net of lease liabilities, amounts to €1,192.6 million without significant short-term maturities as the average maturity is 4.5 years.

The negative impact on the period results was inevitably significant, to the extent that the ability to achieve planned targets was compromised. Consequently, the Group thinks it opportune to withdraw the guidance issued in March 2018 and updated subsequently in March 2019 to reflect the GAES acquisition. The Group will provide updates in this regard as visibility of the conditions increases and it becomes possible to make more accurate estimates as to the impact of the Covid-19 outbreak.

The Group, however, still expects to out-perform the market and, above all, is confident that once the current crisis has definitively waned, its unique competitive positioning, along with the

strong fundamentals of its market and the unchanged consumer behavior, will allow the Group to once again deliver robust growth over the medium-term, thanks also to the actions on costs implemented in this difficult period.

While the risks associated with future developments in the Covid-19 outbreak call for caution, the Group believes that the most difficult phase of the pandemic is behind us. The impressive speed of recovery since the easing of restrictive measures and the positive signals given by July revenues, currently in line with the prior year, clearly demonstrate, in fact, the resilience of the business.

Accounting impact

From an accounting standpoint, Covid-19 may be construed as indicator of impairment and, therefore, the Group verified the potential impact on the recoverability of intangible assets, right-of-use and goodwill.

The current uncertainty and complexity made it impossible to prepare a new business plan before drafting this Interim Financial Report that would have included the actions, results, details and guidelines that are available only at the end of a process that normally begins in June and is completed in December. Therefore, the recoverability of assets was determined based on the prudent assumption that there will be a two-year delay in achieving the targets in the previous 2020-2022 plan used for the impairment test conducted on the financial statements at 31 December 2019. More in detail, the impairment test was developed based on the most recent forecast available for the second part of 2020, assuming that the results for 2021 will be in line with 2019 results and assuming organic growth rates for 2022 and 2023 in line with the organic growth realized by the Group in the most recent years.

In light of the uncertain economic environment due to Covid-19, the WACC applied to the above cash flows was determined taking into account three different levels of risk, each of which with different probability of occurrence, to which an additional risk coefficient was attributed.

This testing, completed using adequate sensitivity analyses, made it possible to verify that the carrying amount of the assets, including goodwill, are well below their recoverable value and that, consequently, none of the assets, including goodwill, were impaired as a result of Covid-19.

In this period of crisis, the Group benefitted from subsidies and contributions from the different governmental authorities, as well as concessions on leases, but also incurred a series of expenses attributable directly to the crisis. The impact on the income statement and cash flow by type of benefit/expense is shown below.

Impact of Covid-19 in the first six months of 2020
(€ thousands) Profit & Loss Cash Flows
CONTRIBUTIONS RECEIVED/COSTS INCURRED
Subsidies received from the governmental authorities and
other public entities
30,755 62,689
For the cost of labor 25,790 23,478
- of which relative to contributions received 20,384 18,322
- of which relative to the decrease in costs in the event the
public entity paid subsidies directly to the employee
5,406 5,156
Other business assistance 4,283 841
Tax credits, other exemptions and delays in tax payments and
pension contributions
682 38,370
Lease concessions received from landlords 7,042 15,125
Costs tied directly to the crisis (3,412) (3,882)
Costs of personal protective equipment (1,746) (2,964)
Costs incurred to sanitize offices and stores (74) (5)
Costs incurred for consultancies (virologists and other experts,
smart working, social plans)
(623) (171)
Costs for advertising and communication targeting customers (270) (88)
Logistics (304) (282)
Costs for cancelling events, advertising and other contracts (395) (372)
Cost of labor for personnel of closed stores not covered by
social plans
(2,533) (2,338)

In order to provide a more accurate representation of the half-year results at 30 June 2020, the Group applied the amendment to IFRS 16 approved by IASB on 28 May 2020 even though it has yet to be endorsed by the European Union. This amendment introduces a practical expedient based on which any concessions obtained as a result of Covid-19 related renegotiations such as a reduction in the leases owed for the period through 30 June 2021, are not viewed as lease modifications, but as variable lease payments which positively impacts the income statement. The application of this practical expedient had a positive impact of €7,042 thousand recognized as other income and costs, as a reduction of the lease liabilities.

3. Acquisitions and goodwill

The Group's external growth continued in the first six months of 2020 with a series of acquisitions designed to increase coverage: more in detail, 23 points of sale were purchased in EMEA and 54 in APAC.

The total investment, including the consolidated indebtedness and the best estimate of the net change in the earn-out linked to sales and profitability targets due over the next few years, amounted to €41,816 thousand.

The changes in goodwill and amounts recognized as a result of the acquisitions made in the period are reported in the table below and shown by cash generating unit.

(€ thousands) Value at
12/31/2019
Business
combinations
Disposals Impairment Other net changes Net carrying
value at
06/30/2020
EMEA 839,802 9,783 - - (402) 849,183
AMERICAS 126,418 - - - (4,608) 121,810
APAC 249,291 26,853 - - (5,038) 271,106
Total 1,215,511 36,636 - - (10,048) 1,242,099

"Business combinations " refer to the temporary allocation to goodwill of the portion of the purchase price paid which is not directly attributable to the fair value of assets and liabilities, but is based on the positive contribution to cash flows that is expected to be made for an indefinite period of time.

"Business combinations" refers to the temporary allocation to goodwill of the portion of the purchase price paid which is not directly attributable to the fair value of assets and liabilities, but is based on the positive contribution to cash flows that is expected to be made for an indefinite period of time.

"Other net changes" refers almost entirely to foreign exchange differences.

The Group tests for impairment losses once a year and when any impairment indicators materialize.

The Covid-19 emergency caused, primarily in March and April, the total or partial closure of a large part of Amplifon's commercial network. The containment measures implemented by the different governmental authorities limited customers' ability to go to stores. Turnover, albeit in rapid recovery since the end of the lockdown, therefore, fell significantly in the second quarter bringing budget results in the half below budget, presenting signs of impairment. Impairment tests were then conducted in order to assess the recoverability of the assets recognized in the financial statements at 30 June 2020.

The groups of Cash Generating Units recognized for the purposes of impairment testing are:

  • EMEA (Italy, France, Netherlands, Germany, Belgium and Luxembourg, Switzerland, Spain, Portugal, UK, Ireland, Hungary, Poland, Israel and Egypt);
  • AMERICAS (USA, Canada, Argentina, Chile, Mexico, Panama, Ecuador and Colombia);
  • APAC (Australia, New Zealand, India and China).

All the groups of cash generating units were subject to impairment tests based on the value in use calculated using the discounted cash flow (DCF) method net of tax consistent with the posttax discount rates used.

The value in use of the groups of cash generating units was determined by discounting the estimated future cash flows forecast in the business plan. The current uncertainty and complexity made it impossible to prepare a new business plan before drafting this Interim Financial Report that would have included the actions, results, details and guidelines that are available only at the end of a process that normally begins in June and is completed in December. Therefore, the recoverability of assets was determined based on the prudent assumption that there will be a two-year delay in achieving the targets in the previous 2020-2022 plan used for the impairment test conducted on the financial statements at 31 December 2019. More in detail, the impairment test was developed based on the most recent forecast available for the second part of 2020, assuming that the results for 2021 will be in line with 2019 results and assuming organic growth rates for 2022 and 2023 in line with the organic growth recorded in past few years.

The DCF calculation assumed a weighted average cost of capital which reflects the current market borrowing costs and takes into account, through adequate increases in the "Beta" as described below, the specific risks of each group of cash generating units, including the risk that the plan targets fail to be fully met.

The WACC applied was determined taking into account three different levels of risk, each of which with a different probability of occurrence. In order to take into account the uncertain economic environment created by Covid-19 an additional risk coefficient was used to calculate the WACC.

In accordance with international best practices, the "Beta"(the gauge of a financial asset's systemic risk) was determined based on the data found in a well-known international database relative to the sector "retail medical products and services".

The perpetual growth rate for each country was adjusted to reflect the International Monetary Fund's forecast for inflation in 2024.

EMEA AMERICAS APAC
Growth rate 1.86% 2.22% 2.45%
WACC (*) 2020 - Scenario 1 6.40% 7.47% 7.19%
WACC (*) 2020 - Scenario 2 7.12% 8.19% 7.91%
WACC (*) 2020 - Scenario 2 8.81% 9.88% 9.59%
WACC (*) 2019 5.24% 8.40% 6.67%

(*) the WACC of the Groups of CGUs was determined by weighting the WACCs of each individual CGU found in the region based on the respective EBITDA recorded in the last year of the business plan.

No impairment losses were identified as a result of impairment testing.

For all the groups of cash generating units a sensitivity analysis was also carried out to determine the change in underlying assumptions which, after considering the effect that changes in other variables might have, would result in the group of CGU's recoverable value being equal to its carrying amount.

Negative changes (percentage points) in
growth rate expected on the basis of
each business plan which would make
the group of CGU's recoverable value
equal to its carrying amount
Negative (%) changes in cash flows
expected on the basis of each business
plan which would make the group of
CGU's recoverable value equal to its
carrying amount
Changes (percentage points) in the
discount rates which would make the
group of CGU's recoverable value
equal to its carrying amount
Scenario 1 Scenario 2 Scenario 3 Scenario 1
Scenario 2
Scenario 3
Scenario 1 Scenario 2 Scenario 3
EMEA 7% 6% 4% 54% 47% 31% 5% 5% 3%
AMERICAS 49% 47% 42% 81% 78% 72% 21% 20% 18%
APAC 3% 2.2% 0.18% 34% 24% 2% 2% 1.8% 0.15%

4. Intangible fixed assets with finite useful life

The following table shows the changes in intangible assets.

(€ thousands) Historical cost
at 12/31/2019
Accumulated
amortization
and write
downs at
12/31/2019
Net book value
at 12/31/2019
Historical cost
at 06/30/2020
Accumulated
amortization
and write
downs at
06/30/2020
Net book value
at 06/30/2020
Software 151,863 (100,820) 51,043 163,265 (109,810) 53,455
Licenses 21,836 (14,762) 7,074 22,064 (16,521) 5,543
Non-competition agreements 7,342 (6,693) 649 8,227 (7,167) 1,060
Customer lists 378,407 (167,075) 211,332 381,139 (179,372) 201,767
Trademarks and concessions 82,052 (24,599) 57,453 85,708 (26,318) 59,390
Other 28,423 (12,022) 16,401 27,507 (12,894) 14,613
Fixed assets in progress and
advances
23,556 - 23,556 22,350 - 22,350
Total 693,479 (325,971) 367,508 710,260 (352,082) 358,178
Net book Other Net book
value at Business net value at
(€ thousands) 12/31/2019 Investments Disposals Amortization combinations Impairment changes 06/30/2020
Software 51,043 2,298 - (9,861) 23 (5) 9,957 53,455
Licenses 7,074 27 - (1,818) - - 260 5,543
Non-competition
agreements
649 543 - (465) - - 333 1,060
Customer lists 211,332 - - (14,275) 5,737 - (1,027) 201,767
Trademarks and
concessions
57,453 - - (2,861) 5,110 - (312) 59,390
Other 16,401 29 (135) (1,213) - - (469) 14,613
Fixed assets in
progress and
advances
23,556 9,425 - - 347 - (10,978) 22,350
Total 367,508 12,322 (135) (30,493) 11,217 (5) (2,236) 358,178

The change in "Business combinations" comprises:

  • the temporary allocation of the price paid for acquisitions made in EMEA of €4,515 thousand;
  • the temporary allocation of the price paid for acquisitions made in APAC of €6,702 thousand.

The increase in intangible fixed assets recorded in the period is mainly attributable to investments in the new business transformation system for back office functions (Human Resources, Procurement and Administration and Finance), as well as CRM systems and digital marketing.

"Other net changes" refers to exchange rate fluctuations in the period and the recognition of the work in progress completed in the period in the relative items of the financial statements.

No indications pointing to impairment losses emerged as a result of the testing conducted on the recoverability of intangible assets/right-of-use assets.

5. Tangible fixed assets

The following table shows the changes in tangible fixed assets.

(€ thousands) Historical cost
at 12/31/2019
Accumulated
amortization
and write
downs at
12/31/2019
Net book value
at 12/31/2019
Historical cost
at 06/30/2020
Accumulated
amortization
and write
downs at
06/30/2020
Net book value
at 06/30/2020
Land 209 - 209 202 - 202
Buildings, constructions and
leasehold improvements
239,688 (150,402) 89,286 237,926 (155,748) 82,178
Plant and machines 59,788 (42,305) 17,483 59,437 (42,556) 16,881
Industrial and commercial
equipment
50,506 (36,523) 13,983 50,176 (37,801) 12,375
Motor vehicles 3,127 (2,185) 942 3,076 (2,302) 774
Computers and office
machinery
62,500 (46,956) 15,544 63,273 (49,347) 13,926
Furniture and fittings 125,814 (79,300) 46,514 127,589 (83,277) 44,312
Other tangible fixed assets 3,364 (889) 2,475 3,305 (1,013) 2,292
Fixed assets in progress and
advances
10,143 - 10,143 12,276 - 12,276
Total 555,139 (358,560) 196,579 557,260 (372,044) 185,216
Net book
value at
Business Other
net
Net book
value at
(€ thousands) 12/31/2019 Investments Disposals Depreciation combinations Impairment changes 06/30/2020
Land 209 - - - - - (7) 202
Buildings, constructions
and leasehold
improvements
89,286 3,565 (14) (9,408) 53 (242) (1,062) 82,178
Plant and machines 17,483 959 (31) (2,031) 452 (9) 58 16,881
Industrial and commercial
equipment
13,983 158 (19) (1,642) 57 (12) (150) 12,375
Motor vehicles 942 - (99) (120) 62 - (11) 774
Computers and office
machinery
15,544 1,030 (566) (3,799) 778 (5) 944 13,926
Furniture and fittings 46,514 2,066 (26) (5,781) 690 (96) 945 44,312
Other tangible fixed assets 2,475 28 (18) (155) - (9) (29) 2,292
Fixed assets in progress
and advances
10,143 3,341 (77) - 195 - (1,326) 12,276
Total 196,579 11,147 (850) (22,936) 2,287 (373) (638) 185,216

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 change in "Business combinations" comprises:

  • the temporary allocation of the price paid for acquisitions made in EMEA of €492 thousand;
  • the temporary allocation of the price paid for acquisitions made in APAC of €1,795 thousand.

"Other net changes" refers primarily to exchange rate fluctuations in the period and the recognition of the work in progress completed in the period in the relative items of the consolidated financial statements.

6. Right-of-use assets

Right-of-use assets are reported here below:

(€ thousands) Historical cost
at 12/31/2019
Accumulated
amortization
and write
downs at
12/31/2019
Net book value
at 12/31/2019
Historical cost
at 06/30/2020
Accumulated
amortization
and write
downs at
06/30/2020
Net book value
at 06/30/2020
Stores and offices 490,070 (82,424) 407,646 535,492 (121,768) 413,724
Motor vehicles 16,875 (6,625) 10,250 17,885 (8,294) 9,591
Electronic machinery 694 (161) 533 669 (227) 442
Total 507,639 (89,210) 418,429 554,046 (130,289) 423,757
(€ thousands) Net book
value at
12/31/2019
Investments Disposals Depreciation Business
combinations
Impairment Other
net
changes
Net book
value at
06/30/2020
Stores and offices 407,646 53,551 (5,468) (43,357) 4,741 -
(3,389)
413,724
Motor vehicles 10,250 2,211 (246) (2,535) - -
(89)
9,591
Electronic
machinery
533 3 (3) (74) - -
(17)
442
Total 418,429 55,765 (5,717) (45,966) 4,741 -
(3,495)
423,757

7. Share capital

At 30 June 2020 the share capital comprised 226,388,620 ordinary shares with a nominal value of €0.02 fully paid up and subscribed, unchanged with respect to 31 December 2019.

A total of 477,193 of the performance stock grant rights were exercised in the period, as a result of which the Group transferred the same number of treasury shares to the beneficiaries.

In the period there were no purchases of treasury shares.

A total of 2,791,894 treasury shares, or 1.233% of the parent's share capital, were held at 30 June 2020.

Information relating to the treasury shares held is shown below.

Average purchase price (Euro) Total amount
(€ thousands)
No. of shares FV of transferred rights (Euro)
Held at 12/31/2019 3,269,087 8.911 29,131
Purchases
Transfers due to exercise of performance stock grants (477,193) 8.911 (4,252)
Held at 06/30/2020 2,791,894 8.911 24,879

8. 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 2020 was as follows:

(€ thousands) 06/30/2020 12/31/2019 Change
Cash and cash equivalents (427,214) (138,371) (288,843)
Private placement 2013-2025 17,860 17,803 57
Payables for business acquisitions 4,038 10,245 (6,207)
Bank overdraft and other short-term loans from third
parties (including current portion of medium/long-term
debt)
37,855 141,032 (103,177)
Other net financial payables 8,971 5,594 3,377
Hedging derivatives (2,338) (2,253) (85)
Short-term financial position (360,828) 34,050 (394,878)
Private placement 2013-2025 98,232 97,917 315
Eurobond 2020-2027 350,000 - 350,000
Other medium/long-term debt 668,543 653,751 14,792
Hedging derivatives (12,861) (12,547) (314)
Medium/long-term acquisition payables 22,259 13,527 8,732
Net medium and long-term financial position 1,126,173 752,648 373,525
Net financial position 765,345 786,698 (21,353)
Lease liabilities – current portion 90,007 81,585 8,422
Lease liabilities – non-current portion 352,692 343,040 9,652
Lease liabilities 442,699 424,625 18,074
Total lease liabilities & net financial debt 1,208,044 1,211,323 (3,279)

Amplifon, which had already begun refinancing the next debt maturities well in advance by issuing a €350 million seven-year Eurobond at the beginning of February, finalized a series of transactions in the second quarter aiming to strengthen the Group's financial structure and enhance cash and cash equivalents, during a period that was profoundly affected by the Covid-19 pandemic. More in detail:

  • €180 million in existing bilateral loans were renegotiated, the maturities were extended from 2021-2022 to 2024-2025 and the amount was increased by €80 million;
  • an additional €193 million in long-term loans were stipulated, expiring between 2023 and 2025;
  • government Covid-19 loans amounting to €35.5 million, of which 30.5 million utilized (€30 million in France and 0.5 million in Switzerland) and €5 million available (entirely in Switzerland), were requested and granted;
  • €35 million in new long-term irrevocable credit facilities (expiring in 2025) were granted and the expiration of €60 million in credit lines was extended from 2021 to 2025.

The medium/long-term portion of the net financial position, excluding the lease liabilities, reached €1,126,173 thousand at 30 June 2020 compared to €752,648 thousand at 31 December 2019, a difference of €373,525 thousand. The increase in the period relates primarily to the transactions described above to strengthen the financial structure net the repayment of a portion of the syndicated loan used for the GAES acquisition (around €305 million).

The short-term portion of the net financial position, excluding the lease liabilities, improved by €394,878 thousand, going from a negative €34,050 thousand at 31 December 2019 to a positive €360,828 thousand at 30 June 2020. The change is attributable mainly to the repayment of hot money utilized at 31 December 2019 using part of the new liquidity stemming from the transactions described above, and includes the short-term portion of the syndicated loan used for the GAES acquisition for a total of €19,875 thousand, the short-term portion of the private placement (€17,860 thousand), the short term portion of other long-term bank loans (€6,666 thousand), interest payable on bank loans and the private placement (€2,145 thousand), the best estimate of the deferred payments for acquisitions (€4,038 thousand), as well as cash and cash equivalents of €427,214 thousand.

Bank loans, Eurobond 2020-2027 and the private placement 2013-2025 are shown in the statement of financial position:

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

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

(€ thousands) 06/30/2020
Private placement 2013-2025 98,232
Eurobond 2020-2027 350,000
Syndicated loan for GAES acquisition 178,875
Other medium/long-term debt 489,668
Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for
GAES acquisition
(7,252)
Medium/long-term financial liabilities 1,109,523

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

(€ thousands) 06/30/2020
Bank overdraft and other short-term debt (including current portion of other long-term debt) 37,855
Private placement 2013-2025 17,860
Other financial payables 9,002
Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for
GAES acquisition
(2,145)
Short-term financial liabilities 62,572

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

9. Financial liabilities

The long-term financial liabilities breakdown is as follows:

(€ thousands) 06/30/2020 12/31/2019 Change
Private placement 2013-2025 98,232 97,917 315
Eurobond 2020-2027 350,000 - 350,000
Syndicated loan for GAES acquisition 178,875 463,750 (284,875)
Other medium long-term bank loans 489,668 190,001 299,667
Fees for bank loans, private placement 2013-2025 and syndicated loan for GAES
acquisition
(7,252) (949) (6,303)
Total medium/long-term financial liabilities 1,109,523 750,719 358,804
Short term debt 62,572 163,947 (101,375)
- of which current portion for the financing for GAES acquisition 19,875 39,750 (19,875)
- of which current portion for the private placement 2013-2025 17,860 17,803 57
- of which current portion of other short-term bank loans 6,666 6,666 -
- of which fees for bank loans, private placement 2013-2025 and syndicated loan for GAES
acquisition
(2,145) (663) (1,482)
Total short-term financial liabilities 62,572 163,947 (101,375)
Total financial liabilities 1,172,095 914,666 257,429

The main financial liabilities are detailed below.

- Eurobond 2020-2027

In February Amplifon began refinancing the next debt maturities well in advance. The refinancing was completed in the second quarter, a period which was profoundly affected by the Covid-19 pandemic. The Group issued a €350 million seven-year nonconvertible bond with a fixed annual coupon of 1.125% listed in the over the counter market of Luxembourg Stock Exchange.

Issue Date Debtor Nominal value
(€/000)
Fair Value
(€/000)
Nominal
interest
rate (*)
Euro
interest
rate after
hedging
13/02/2020 Amplifon S.p.A. 13/02/2027 350,000 344,926 1.125% N/A
Total in Euro 350,000 344,926

(*) The nominal interest rate is equal to the mid swap plus a spread.

- Syndicated loan for the GAES acquisition

An unsecured syndicated bank loan negotiated with five top-tier banks for the acquisition of GAES originally comprised of two tranches:

  • a five-year amortizing loan of €265 million (Facility A);
  • a €265 million 18-month bullet loan (Facility B) with an option to extend it to five years which may be exercised at Amplifon's discretion before the expiration date. This tranche was paid back in February 2020 thanks to the proceeds of the Eurobond issue above mentioned.
Issue Date Debtor Maturity Nominal value
(€/000)
Outstanding
debt
(€/000
Fair Value
(€/000)
Nominal
interest
rate (*)
Euro
interest
rate after
hedging
(**)
18/12/2018 Amplifon S.p.A. 28/09/2023 265,000 198,750 197,719 0.817% 1.232%
Total in Euro 265,000 198,750 197,719

(*) The nominal interest rate is equal to Euribor plus a spread.

(**) The floating Euribor rate has been converted into a fixed rate of 0.132%.

The applicable rates depend on the ratio of net financial position over Group EBITDA.

The following table shows the applicable rates (Facility A):

Ratio between net financial position and Group EBITDA Facility A
Higher than 2.85x 1.65%
Less or equal than 2.84x but higher than 2.44x 1.45%
Less or equal than 2.44x but higher than 2.04x 1.25%
Less or equal than 2.04x but higher than 1.63x 1.10%
Less or equal than 1.63x 0.95%

The margin recognized, based on the ratio between the net financial position and Group EBITDA, is applicable starting from the interest period following the one when the ratios are determined. The margin at 06.30.2020 is equal to 1.25% for Facility A.

- Private placement 2013-2025

It is a USD 130 million private placement made in the US by Amplifon USA.

Issue Date Issuer Maturity Currency Face Value
(USD/000)
Outstanding
debt
(USD/000)
Fair value
(USD/000)
Nominal
interest rate
USD (*)
Euro interest
rate after
hedging (**)
30/05/2013 Amplifon USA 31/07/2020 USD 7,000 7,000 7,133 3.85% 3.39%
30/05/2013 Amplifon USA 31/07/2023 USD 8,000 8,000 9,189 4.46% 3.90%
31/07/2013 Amplifon USA 31/07/2020 USD 13,000 13,000 13,250 3.90% 3.42%
31/07/2013 Amplifon USA 31/07/2023 USD 52,000 52,000 59,419 4.51% 3.90%-3.94%
31/07/2013 Amplifon USA 31/07/2025 USD 50,000 50,000 61,913 4.66% 4.00%-4.05%
Total 130,000 130,000 150,904

(*) Refers to the nominal interest rate at the issue.

(**) 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

In the wake of the Covid-19 pandemic, beginning in March the Group began refinancing its lines of credit in order to increase access to funding and credit lines, as well as extend the maturities of existing loans and irrevocable credit lines.

More in detail, as reported in Note 8, the Group's financial structure and position were strengthened as illustrated in the table below which shows the medium/long-term bank loans in place at 30 June 2020.

Issue Date Issuer Type Maturity Face
Value
(€/000)
Outstanding
debt
(€/000)
Fair
value
(€/000)
Effective
interest
rate (*)
Notional
amount
hedged
through
IRS
Interest
rate after
hedging
(**)
11/01/18 Amplifon S.p.A. Amortizing 11/01/22 20,000 13,334 13,910 0.367% 13,334 1.040%
30/04/20 Amplifon S.p.A. Amortizing 30/04/23 30,000 30,000 30,521 0.677%
07/04/20 Amplifon S.p.A. Bullet 22/03/24 60,000 60,000 59,546 1.267% 30,000 1.559%
06/04/20 Amplifon S.p.A. Amortizing 06/04/25 50,000 50,000 (***) 48,686 0.932% 50,000
(***)
1.012%
(***)
07/04/20 Amplifon S.p.A. Amortizing 07/04/25 150,000 150,000 149,438 1.018% 100,000 1.17%
28/04/20 Amplifon S.p.A. Amortizing 28/04/25 50,000 50,000 49,837 1.050% 50,000 1.530%
29/04/20 Amplifon S.p.A. Amortizing 29/04/25 78,000 78,000 77,598 1.480% 54,600 1.540%
23/04/20 Amplifon S.p.A. Amortizing 30/06/25 35,000 35,000 34,957 0.817% 35,000 0.990%
13/05/20 Amplifon France
SAS
Bullet 13/05/26 30,000 30,000 30,241 0.500%
Total 503,000 496,334 494,734 282,934

(*) The nominal interest rate is equal to Euribor plus a spread.

(**) An Interest Rate Swap was used to hedge these loans against interest rate risk at the IRS rate plus a spread.

(***) This loan was converted to fixed rate using an Interest Rate Swap starting from July 2020.

The loan renegotiations were recognized in accordance with the IFRS 9's "10% test", the quantitative test used to determine the impact of the amendment. The test confirmed that the changes were not substantial.

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 Euro/USD exchange rate at 1.2885);
  • the EUR 446.3 million medium/long-term bilateral loans with top-tier banking institutions;
  • the EUR 235 million in irrevocable credit lines with top-tier banking institutions;

are subject to the following covenants:

  • the Group's net debt/equity ratio must not exceed 1.65;
  • the net debt/EBITDA ration recorded in the last four quarters (determined based solely 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 no more than 12 months, twice over the life of the respective loans.

The outstanding amount of the syndicated loan granted for the GAES acquisition, which originally amounted to €530 million, came to €198,750 thousand at 30 June 2020 and a €50 million bank loan expiring in 2025 are subject to the following covenants:

  • the net indebtedness/EBITDA ratio recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 2.85;
  • the ratio of EBITDA/interest paid recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the Group's structure should change significantly) must be higher than 4.9. As

this last covenant was granted in favor of the lender, it is also applied to the private placement.

As at 30 June 2020 these ratios were as follows:

Value as at
06/30/2020
Net financial indebtedness/Group net equity 1.10
Net financial position/EBITDA for the last 4 quarters 2.18
EBITDA for the last 4 quarters/Net financial expenses 22.55

The above-mentioned ratios were determined based on an EBITDA which was restated, in order to reflect the main, normalized changes in the Group structure.

Value as at
(€ thousands) 06/30/2020
Group EBITDA first six months 2020 131,299
EBITDA July-December 2019 189,831
Fair value of stock grant assignment 10,836
EBITDA normalized (from acquisitions and disposals) 2,884
Acquisitions and non-recurring costs 17,335
EBITDA for the covenant calculation 352,185

The net indebtedness has been calculated as follows:

(€ thousands) Value as at 06/30/2020
Net financial indebtedness as from Balance Sheet 765,345
Bank guarantee issued for a commerical partner in the US 1,786
Net financial indebtedness for the covenant calculation 767,131

The same agreements are also subject to other covenants applied as per current international practice which limit the ability to issue guarantees and complete sales and lease backs, as well as extraordinary transactions involving the sale of assets.

10. Lease liabilities

Lease liabilities stem from lease agreements. These liabilities are equal to the present value of future leases due over the lease term.

The financial lease liabilities are shown in the statement of financial position as follows:

06/30/2020 12/31/2019 Change
Short-term lease liabilities 90,007 81,585 8,422
Long-term lease liabilities 352,692 343,040 9,652
Lease liabilities 442,699 424,625 18,074

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

First Half 2019
Interest paid on leased assets (5,350)
Right-of-use depreciation (45,966)
Costs relating to short-term and low-value leases (4,384)

The application of the practical expedient relating to concessions granted (discounts or exemptions from payments) on leases as a result of Covid-19 – introduced in an amendment to IFRS 16 approved by IASB on 28 May 2020 but not yet endorsed by the European Union – had a positive impact on the income statement of €7,042 thousand.

11. Revenues from sales and services

(€ thousands) First Half 2020 First Half 2019 Change
Revenues from sales of products 520,176 739,217 (219,041)
Revenues from services 93,723 92,818 905
Revenues from sales and services 613,899 832,035 (218,136)
Goods and services provided at a point in time 520,176 739,217 (219,041)
Goods and services provided over time 93,723 92,818 905
Revenues from sales and services 613,899 832,035 (218,136)

Consolidated revenues from sales and services amounted to €613,899 thousand in the first six months of 2020, a decrease of €218,136 thousand (-26.2%) against the same period of the previous year. This decline is attributable entirely to the Covid-19 outbreak, which started in China at the end of January, and then spread to Italy at the end of February, followed by the other markets in which the Group operates. Revenues for services rendered were up by €905 thousand as they relate to the portion of post sales services recognized over time and are, therefore, less influenced by fluctuations in hearing aid sales.

12. Income taxes

The Group's tax rate came to 29.9% compared to 28.9% at 30 June 2019.

The deferred tax assets on past losses are detailed in the following table:

(€ thousands) 06/30/2020 12/31/2019 Change
Germany 8,925 7,288 1,637
Israel 70 87 (17)
Spain 3,538 3,638 (100)
Total 12,533 11,013 1,520

The assessment of the recoverability of deferred tax assets did not show that the assets had suffered any loss in value.

13. Non-recurring significant events

The first half of 2020 was not impacted by any non-recurring expenses. The non-recurring expenses incurred in the same period of the previous year are shown in the table below:

(€ thousands) First Half 2020 First Half 2019
Operating costs
GAES integration costs
- (5,805)
Impairment and impairment
reversals of non-current
Impairment of GAES intangible asset
assets
- (65)
Profit before tax - (5,870)
Income tax expense
Impact of the above items on the tax burden for the period
- 999
Total - (4,871)

Please refer to Note 2 for more information on the nature and impact of the Covid-19 pandemic.

14. Earnings (loss) per share

Basic Earnings (loss) per share

Basic earnings (loss) per share is obtained by dividing the net profit for the period attributable to the ordinary shareholders of the parent company by the weighted average number of shares outstanding in the period, 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 2020 First Half 2019
Net profit (loss) attributable to ordinary shareholders (€ thousand) 12,577 54,492
Average number of shares outstanding in the period 223,232,696 220,928,080
Average earnings per share (€ per share) 0.05634 0.24665

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 calculation 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 2020 First Half 2019
Average number of shares outstanding in the period 223,232,696 220,928,080
Weighted average of potential and diluting ordinary shares 2,827,776 4,436,127
Weighted average of shares potentially subject to options in the period 226,060,472 225,364,207

The diluted earnings per share were determined as follows:

Diluted earnings per share First Half 2020 First Half 2019
Net profit attributable to ordinary shareholders (€ thousand) 12,577 54,492
Average number of shares outstanding in the period 226,060,472 225,364,207
Average diluted earnings per share (€) 0.05564 0.24180

15. Transactions with parents and other 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 31 June 2020) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.

The related-party transactions, 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'slength basis as dictated by the nature of the goods and services provided.

The following table details the related-party transactions:

(€ thousands) 06/30/2020 First Half 2020
Trade
receivables
Trade
payables
Other
receivables
Other assets Revenues for
sales and
services
Operating
costs
Interest
income and
expense
Amplifin S.p.A. 13 - 2,125 - - (12) 18
Total – Parent 13 - 2,125 - - (12) 18
Comfoor BV (The Netherlands) - 247 - - 168 (1,297) -
Comfoor GmbH (Germany) - 7 - - 1 - -
Ruti Levinson Institute Ltd (Israel) 196 - - - 106 (4) -
Afik - Test Diagnosis & Hearing
Aids Ltd (Israel)
- 23 - 23 172 - -
Total – Other related parties 196 277 - 23 447 (1,301) -
Total related parties 209 277 2,125 23 447 (1,313) 18
Total as per financial statements 132,997 139,939 72,360 59,610 613,899 (493,696) (8,459)
% of financial statements total 0.16% 0.20% 2.94% 0.04% 0.07% 0.27% -0.21%

The trade receivables 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 amounts due from Amplifin S.p.A. for the renovation of the headquarters based on modern and efficient standards for the use of workspaces;
  • the trade receivables due from associates (mainly in Israel) which act as resellers and to which the Group supplies hearing aids.

The trade payables and operating costs refer primarily to commercial transactions with Comfoor BV and Comfoor GmbH and to joint ventures from which hearing protection devices are purchased and then distributed in Group stores.

With the application of IFRS 16, the lease of the Milan headquarters (leased to Amplifon by the parent company Amplifin) is no longer recognized as an operating cost, but is recognized under right-of-use depreciation for €916 thousand, interest on leases for €194 thousand and lease liabilities of €17,577 thousand.

16. Financial risk management

The Covid-19 pandemic and the lockdown measures put into place by the different governmental authorities caused sales to drop sharply in March and April, above all, as a result of store closures. As described in Note 8, in order to manage liquidity risk and safeguard the Group against any future lockdown measures implemented if the pandemic were to return, Amplifon, which had already begun refinancing the next debt maturities well in advance by issuing a €350 million seven-year Eurobond in February, refinanced and signed new long-term credit lines in the second quarter in order to ensure adequate headroom of over €650 million (comprising cash and cash equivalents and irrevocable revolving credit lines).

For additional information about financial risk management please refer to the Group's 2019 Annual Report in which a detailed analysis of financial risk management is provided.

17. Contingent liabilities

Currently the Group is not exposed to any particular risks or uncertainties with the exception of what has already been described in relation to the Covid-19 crisis and the usual regular tax audits, which are currently underway in two countries. These audits are still ongoing and no findings have been reported.

18. Translation of foreign companies' financial statements

The exchange rates used to translate non-Euro zone companies' financial statements are as follows:

30 June 2020 2019 30 June 2019
Average
exchange rate
As at
30 June
As at
31 December
Average
exchange rate
As at
30 June
Panamanian balboa 1.102 1.120 1.1234 1.130 1.138
Australian dollar 1.678 1.634 1.5995 1.600 1.624
Canadian dollar 1.503 1.532 1.4598 1.507 1.489
New Zealand dollar 1.760 1.748 1.6653 1.682 1.696
Singapore dollar 1.541 1.565 1.5111 1.536 1.540
US dollar 1.102 1.120 1.1234 1.130 1.138
Hungarian florin 345.261 356.580 330.53 320.420 323.39
Swiss franc 1.064 1.065 1.0854 1.130 1.111
Egyptian lira 17.452 18.101 18.0192 19.566 19.001
New Israeli shekel 3.864 3.882 3.8845 4.090 4.061
Argentine peso 78.786 78.786 67.2749 46.800 48.568
Chilean peso 895.570 918.720 844.86 763.39 773.850
Colombian peso 4,065.310 4,203.450 3,688.66 3,602.82 3,638.99
Mexican peso 23.843 25.947 21.2202 21.654 21.820
Brazilian real 5.410 6.112 4.5157 4.342 4.351
Chinese renminbi 7.751 7.922 7.8205 7.668 7.819
Indian rupee 81.705 84.624 80.187 79.124 78.524
British pound 0.875 0.912 0.8508 0.874 0.897
Polish zloty 4.412 4.456 4.2568 4.292 4.250

19. 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, 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 segments (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 segment.

Performances are monitored and measured for each operating segment/geographical segment, 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 compared to bank loans and borrowings) and, consequently, neither are taxes. Items in the statement of financial position are analyzed by geographical segment 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.

(€ thousands) EMEA AMERICAS APAC ELIM. CONSOLIDATED
ASSETS
Non-current assets
Goodwill 849,183 121,810 271,106 - 1,242,099
Intangible fixed assets with finite useful life 283,003 28,614 46,561 - 358,178
Tangible fixed assets 148,621 9,613 26,982 - 185,216
Right-of-use assets 368,870 16,990 37,897 - 423,757
Equity-accounted investments 2,058 - - - 2,058
Hedging instruments 13,816 - - - 13,816
Deferred tax assets 71,091 694 5,712 - 77,497
Deferred contract costs 6,432 242 56 - 6,730
Other assets 23,048 35,578 984 - 59,610
Total non-current assets 2,368,961
Current assets
Inventories 56,611 6,999 3,520 - 67,130
Receivables 162,824 34,995 21,508 (13,970) 205,357
Deferred contract costs 4,239 152 77 - 4,468
Hedging instruments 2,405 - - - 2,405
Other financial assets 90
Cash and cash equivalents 427,214
Total current assets 706,664
TOTAL ASSETS 3,075,625
LIABILITIES
Net Equity 700,044
Non-current liabilities
Medium/long-term financial liabilities 1,109,523
Lease liabilities 352,692
Provisions for risks and charges 18,178 28,080 826 - 47,084
Liabilities for employees' benefits 23,275 123 463 - 23,861
Hedging instruments 5,531 - - - 5,531
Deferred tax liabilities 68,000 18,463 11,152 - 97,615
Payables for business acquisitions 21,639 620 - - 22,259
Contract liabilities 115,761 7,476 2,152 - 125,389
Other long-term liabilities 8,266 52 - - 8,318
Total non-current liabilities 1,792,272
Current assets
Trade payables 102,015 32,148 19,739 (13,963) 139,939
Payables for business acquisitions 3,279 759 - - 4,038
Contract liabilities 75,491 7,886 9,142 - 92,519
Other payables and tax payables 163,143 10,358 15,911 (7) 189,405
Provisions for risks and charges 3,489 507 - - 3,996
Liabilities for employees' benefits 766 67 - - 833
Short-term financial liabilities 62,572
Lease liabilities 90,007
Total current liabilities 583,309
TOTAL LIABILITIES 3,075,625

Statement of Financial Position as at June 30st , 2020 (*)

(*) The items in the statement of financial position are analyzed by the CEO and Top Management by geographical segment without being separated from the corporate functions which are included in EMEA.

Statement of Financial Position as at December 31st, 2019 (*)

(€ thousands) EMEA AMERICAS APAC ELIM. CONSOLIDATED
ASSETS
Non-current assets
Goodwill
839,802 126,418 249,291 - 1,215,511
Intangible fixed assets with finite useful life 291,674 30,257 45,577 - 367,508
Tangible fixed assets 158,390 10,450 27,739 - 196,579
Right-of-use assets 361,739 18,300 38,390 - 418,429
Equity-accounted investments 2,314 - - - 2,314
Hedging instruments 8,153 - - - 8,153
Deferred tax assets 73,434 3,400 4,593 - 81,427
Deferred contract costs 7,046 222 71 - 7,339
Other assets 25,270 41,256 990 - 67,516
Total non-current assets 2,364,776
Current assets
Inventories 55,834 4,433 4,325 - 64,592
Receivables 217,387 50,814 26,722 (18,151) 276,772
Deferred contract costs 4,176 122 88 - 4,386
Hedging instruments 2,201 - - - 2,201
Other financial receivables 240
Cash and cash equivalents 138,371
Total current assets 486,562
TOTAL ASSETS
LIABILITIES
2,851,338
Net Equity 696,115
Non-current liabilities
Medium/long-term financial liabilities 750,719
Lease liabilities 343,040
Provisions for risks and charges 17,620 32,406 264 - 50,290
Liabilities for employees' benefits 24,143 130 1,008 - 25,281
Hedging instruments 4,290 - - - 4,290
Deferred tax liabilities 70,398 21,265 10,448 - 102,111
Payables for business acquisitions 12,876 651 0 - 13,527
Contract liabilities 124,540 8,530 1,982 - 135,052
Other long-term liabilities 8,466 183 - - 8,649
Total non-current liabilities 1,432,959
Current assets
Trade payables 127,909 40,928 23,571 (15,018) 177,390
Payables for business acquisitions 9,257 988 - - 10,245
Contract liabilities 81,557 8,332 7,836 - 97,725
Other payables and tax payables 165,279 9,657 14,754 (3,133) 186,557
Hedging instruments 28 - - - 28
Provisions for risks and charges 3,650 592 - - 4,242
Liabilities for employees' benefits 478 67 - - 545
Short-term financial liabilities 163,947
Lease liabilities 81,585
Total current liabilities 722,264
TOTAL LIABILITIES 2,851,338

(*) The items in the statement of financial position are analyzed by the CEO and Top Management by geographical segment without being separated from the corporate functions which are included in EMEA.

(€ thousands) EMEA AMERICAS APAC CORPORATE ELIM. CONSOLIDATED
Revenues from sales and services 437,470 104,601 71,828 - - 613,899
Operating costs (342,808) (82,820) (50,839) (17,229) - (493,696)
Other income and costs 8,204 925 1,667 300 - 11,096
Gross operating profit by segment
(EBITDA)
102,866 22,706 22,656 (16,929) - 131,299
Amortization, depreciation and
impairment
Intangible assets amortization (18,543) (3,167) (5,038) (3,745) - (30,493)
Tangible asset depreciation (16,937) (1,129) (4,076) (794) - (22,936)
Right-of-use depreciation (38,239) (1,969) (5,542) (215) - (45,965)
Impairment losses and reversals of non
current assets
(348) - (31) - - (379)
(74,067) (6,265) (14,687) (4,754) - (99,773)
Operating result by segment 28,799 16,441 7,969 (21,683) - 31,526
Financial income, expenses and value
adjustments to financial assets
Group's share of the result of associated
companies valued at equity and
gains/losses on disposals of equity
investments
Other income and expenses, impairment
and revaluations of financial assets
(256) - - - - (256)
-
Interest income and expenses (8,459)
Interest expenses on lease liabilities (5,350)
Other financial income and expenses (410)
Exchange gains and losses 726
Gain (loss) on assets accounted at fair
value
6
(13,743)
Net profit (loss) before tax 17,783
Current and deferred income tax
Current income tax
(9,035)
Deferred tax 3,712
(5,323)
Total net profit (loss) 12,460
Minority interests (117)
Net profit (loss) attributable to the Group 12,577

Income Statement – First Half 2020 (*)

(*) For the purposes of reporting on economic figures by geographical segment, please note that the corporate structures are included in EMEA.

Income Statement – First Half 2019 (*)

(€ thousands) EMEA AMERICAS APAC 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 by segment (EBITDA) 141,491 29,114 27,269 (17,114) 180,760
Amortization, depreciation and impairment
Intangible assets amortization (17,557) (2,354) (4,347) (3,607) (27,865)
Tangible asset depreciation (16,003) (856) (2,481) (622) (19,962)
Right-of-use depreciation (36,167) (1,893) (4,715) - (42,775)
Impairment losses and reversals of non-current
assets
(595) - (60) - (655)
(70,322) (5,103) (11,603) (4,229) (91,257)
Operating result by segment 71,169 24,011 15,666 (21,343) 89,503
Group's share of the result of associated
companies valued at equity
Other income and expenses, impairment and
revaluations of financial assets
193 - - - 193
-
Interest income and expenses (7,219)
Other financial income and expenses (5,682)
Exchange gains and losses (220)
Gain (loss) on assets accounted at fair value 457
(345)
(12,816)
Net profit (loss) before tax
Current and deferred income tax 76,687
Current income tax (25,685)
Deferred tax 3,485
(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 geographical segment, please note that the corporate structures are included in EMEA.

20. Accounting policies

20.1. Presentation of the financial statements

The condensed interim consolidated financial statements at 30 June 2020 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 a going 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 gains and losses, 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.

The government contributions received in the first half of 2020 are offset against the related cost or recognized under other revenues/income if not associated directly with a specific cost item given the nature of the assistance received.

20.2. 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 for 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 inventoriesin order to align the carrying value of inventories with the estimated realizable value;
  • provisions for employee benefits, calculated based on actuarial valuations;
  • amortization and depreciation of intangible assets 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;

  • importance of the contractual amendments stemming from the renegotiation of long-term financial liabilities measured using the most recent market rates when the market rates are applicable;

  • 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 or when there are indicators of impairment. The impairment test is carried out based on the groups of cash generating units to which the goodwill is allocated and based on which the Group assesses, directly or indirectly, the return on investment which includes this goodwill.

Please refer to Note 3 for information on the goodwill recognized and, more in general, on the recoverability of assets over the long-term based on the impairment tests conducted at 30 June 2020.

20.3. IFRS standards and interpretations

International financial reporting standards and interpretations approved by the IASB and endorsed in Europe

The following table lists the IFRS/interpretations approved by the IASB, endorsed in Europe and applied for the first time this year.

Description Endorsement
date
Publication Effective date Effective date for
Amplifon
Amendments to IFRS 3: "Business
Combinations"
(issued
on
22
October 2018)
21 Apr 20 22 Apr 20 1 Jan 20 1 Jan 20
Amendments to IFRS 9, IAS 39 and
IFRS 7: "Interest Rate Benchmark
Reform" (issued on 26 September
2019)
15 Jan 20 16 Jan 20 1 Jan 20 1 Jan 20
Revised
version
of
the
IFRS
Conceptual Framework (issued on
29 March 2018)
29 Nov 19 6 Dec 19 1 Jan 20 1 Jan 20
Amendments to IAS 1 and IAS 8:
"Definition of Material" (issued on
31 October 2018)
29 Nov 19 10 Dec 19 1 Jan 20 1 Jan 20

The adoption of the standards and interpretations above is not expected to have a material impact on the measurement of the Group's assets, liabilities, costs and revenues.

International financial reporting standards approved by the IASB and to be endorsed by Europe within the current year

On 28 May 2020 IASB issued an amendment to IFRS 16 "Leases Covid-19 - Related Rent Concessions" introducing a practical expedient in the chapter "Lease amendments" which allows the lessees to treat any Covid-19 lease concessions granted as of 1 January 2020 not as modifications of the original lease but rather as variable lease payments. According to these amendments, the concessions can be booked as variable positive payments without going through a modification of the original lease contract. In order to apply this exemption, the following conditions must be satisfied:

  • the rent concession is a direct consequence of Covid-19 and any reduction in lease payments affects only payments originally due on or before 30 June 2021;
  • the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
  • there are no substantive changes to other terms and conditions of the lease.

The amendment of IFRS 16 was defined and approved very quickly by IASB, as FASB did with a similar amendment for companies applying US GAAP. The amendment is effective as of 1 June 2020 and allows for early adoption. Despite EFRAG issued a favorable opinion on 2 June, the draft of the European Regulation that includes this amendment was not sent to the European

Commission and the European Parliament until the beginning of July and the approval process has not yet ended.

In order to provide a better representation of the half-year results the Amplifon Group decided to apply the practical expedient in this Interim Financial Report at 30 June 2020.

Future financial reporting 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 on 17 July 2020 are listed below:

Description Effective date
IFRS 17 "Insurance Contracts" (issued on 18 May 2017) Periods beginning on or after 1 Jan '23
Amendments to IFRS 4 "Insurance Contracts – deferral of IFRS 9"
(issued on 25 June 2020)
Periods beginning on or after 1 Jan '21
Amendments to IAS 1: "Presentation of Financial Statements –
Classification of liabilities as current or non-current" (issued on 23 Periods beginning on or after 1 Jan '23
January 2020)
Amendments to:

IFRS 3 Business Combinations

IAS 16 Property, Plant and Equipment

IAS 37 Provisions, Contingent Liabilities and Contingent
Periods beginning on or after 1 Jan '22
Assets

Annual Improvements 2018-2020
(all issued on 14 May 2020)

The adoption of the standards and interpretations above is not expected to have a material impact on the measurement of the Group's assets, liabilities, costs and revenues.

21. Subsequent events

In July 2020, the Group further strengthened its financial structure by subscribing a five-year loan of €25 million of which €10 million as a term loan and €15 million as an irrevocable revolving credit line.

After 30 June 2020, exercise of the performance stock grant rights continued and on 29 July 2020 the Company transferred 209,469 treasury shares to the beneficiaries. At the date of this report the Company holds a total of 2,583,425 treasury shares or 1.141% of the Company's share capital.

Pursuant to the 2019-2025 plan, on 30 July 2020 the Board of Directors assigned 2020 n. 458,000 rights relative to the first tranche of the stock grant cycle 2020-2022 as recommended by the Remuneration and Appointments Committee pursuant to Article 84 bis.5 of CONSOB Regulation n. 11971/99, as amended.

Milan, 29 July 2020

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 2020.

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 Registered head office Direct/Indirect
ownership
Currency Share
Capital
% held as at
06/30/2020
Amplifon Rete Milan (Italy) D EUR 11,750 4.35%
Otohub S.r.l. Naples (Italy) D EUR 28,571 100.0%
Amplifon France SAS Arcueil (France) D EUR 98,550,898 100.0%
SCI Eliot Leslie Lyon (France) I EUR 610 100.0%
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%
Conversons 93 Sarl Paris (France) I EUR 10,000 100.0%
Laboratoire d'Audiologie Eric Hans SAS Belfort (France) I EUR 380,000 100.0%
Audition Paca SAS Thionville (France) I EUR 5,000 100.0%
Acovoux SAS Paris (France) I EUR 50,000 100.0%
Audition-Assas.com Sarl Paris (France) I EUR 201,000 100.0%
Espace de Correction Auditive SAS Thionville (France) I EUR 7,500 100.0%
N France SAS Mulhouse (France) I EUR 30,000 100.0%
Audiness SAS Mulhouse (France) I EUR 30,000 100.0%
Correction Auditive Michèle HUC Sarl Lyon (France) I EUR 5,000 100.0%
T.S.P SAS Nantes (France) I EUR 20,000 100.0%
OA1 Sarl Nantes (France) I EUR 3,000 100.0%
OA2 Eurl Carquefou (France) I EUR 3,000 100.0%
OA3 Eurl Orvault (France) I EUR 3,000 100.0%
Amplifon Iberica SA Zaragoza (Spain) D EUR 26,578,809 100.0%
Fundación Amplifon Iberica Madrid (Spain) I EUR 30,000 100.0%
Microson S.A. Barcelona (Spain) D EUR 61,752 100.0%
Instituto Médico Auditivo S.L.U. Valencia (Spain) I EUR 46,188 100.0%
Amplifon LATAM Holding S.L. Barcelona (Spain) I EUR 3,000 100.0%
Auditiva 2014 S.A. Andorra la Vella (Andorra) I EUR 3,000 100.0%
Amplifon Portugal SA Lisboa (Portugal) I EUR 15,520,187 100.0%
Company name Registered head office Direct/Indirect
ownership
Currency Share
Capital
% held as at
06/30/2020
Amplifon Magyarország Kft Budapest (Hungary) D HUF 3,500,000 100.0%
Amplibus Magyarország Kft Budaörs (Hungary) I HUF 3,000,000 100.0%
Amplifon AG Baar (Switzerland) D CHF 1,000,000 100.0%
Amplifon Nederland BV Doesburg (The
Netherlands)
D EUR 74,212,052 100.0%
Auditech BV Doesburg (The
Netherlands)
I EUR 22,500 100.0%
Electro Medical Instruments BV Doesburg (The
Netherlands)
I EUR 16,650 100.0%
Beter Horen BV Doesburg (The
Netherlands)
I EUR 18,000 100.0%
Amplifon Customer Care Service BV Elst (The Netherlands) I EUR 18,000 100.0%
Amplifon Belgium NV Bruxelles (Belgium) D EUR 495,800 100.0%
579 BVBA Bruxelles (Belgium) I EUR 120,216 100.0%
Amplifon Luxemburg Sarl Luxembourg (Luxembourg) I EUR 50,000 100.0%
Amplifon RE SA Luxembourg (Luxembourg) D EUR 3,700,000 100.0%
Amplifon Deutschland GmbH Hamburg (Germany) D EUR 6,026,000 100.0%
Focus Hören AG Willroth (Germany) I EUR 485,555 100.0%
Focus Hören Deutschland GmbH Willroth (Germany) I EUR 25,000 100.0%
Amplifon Poland Sp. z o.o. Lodz (Poland) D PLN 3,344,520 100.0%
Amplifon UK Ltd Manchester (UK) D GBP 130,951,168 100.0%
Amplifon Ltd Manchester (UK) I GBP 1,800,000 100.0%
Ultra Finance Ltd Manchester (UK) I GBP 75 100.0%
Amplifon Ireland Ltd Wexford (Ireland) I EUR 1,000 100.0%
Amplifon Cell Ta' Xbiex (Malta) D EUR 1,000,125 100.0%
Medtechnica Ortophone Ltd (*) Tel Aviv (Israel) D ILS 1,100 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 0 100.0%
Amplifon USA Inc. Dover (USA) D USD 52,500,010 100.0%
Amplifon Hearing Health Care, Inc. St. Paul (USA) I USD 0 100.0%
Ampifon IPA, LLC New York (USA) I USD 0 100.0%
ME Pivot Holdings LLC Minneapolis (USA) I USD 2,000,000 100.0%
Miracle Ear Canada Ltd. Vancouver (Canada) I CAD 63,979,200 100.0%
Sound Authority, Inc. Orangeville (Canada) I CAD 0 100.0%
2332325 Ontario Ltd. Strathroy (Canada) I CAD 0 100.0%
6793798 Manitoba Ltd Winnipeg (Canada) I CAD 0 100.0%
Grand River Tinnitus and Hearing
Centre Ltd
Kitchener (Canada) I CAD 0 100.0%
Cobourg Hearing Ltd. Cobourg (Canada) I CAD 0 100.0%
Ossicle Hearing Ltd. Kelowna (Canada) I CAD 0 100.0%
2076748 Alberta Ltd. Edmonton (Canada) I CAD 0 100.0%
2063047 Alberta Ltd. Edmonton (Canada) I CAD 0 100.0%
Amplifon South America Holding LTDA São Paulo (Brasil) D BRL 3,636,348 100.0%
GAES S.A. Santiago de Chile (Chile) D CLP 1,901,686,034 100.0%
GAES Servicios Corporativo de
Latinoamerica Spa
Santiago de Chile (Chile) I CLP 10,000,000 100.0%
Company name Registered head office Direct/Indirect
ownership
Currency Share
Capital
% held as at
06/30/2020
Audiosonic Chile S.A. Santiago de Chile (Chile) I CLP 1,000,000 100.0%
GAES S.A. Buenos Aires (Argentina) D ARS 120,542,331 100.0%
GAES Colombia SAS Bogota (Colombia) I COP 21,803,953,043 100.0%
Soluciones Audiologicas de Colombia
SAS
Bogota (Colombia) I COP 45,000,000 100.0%
Audiovital S.A. Quito (Ecuador) I USD 430,337 100.0%
Centros Auditivos GAES Mexico sa de cv Ciudad de México (Mexico) I MXN 164,838,568 100.0%
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 510,000 100.0%
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%
Attune Hearing Pty Ltd Brisbane (Australia) D AUD 14,771,093 100.0%
Attune Workplace Hearing Pty Ltd Brisbane (Australia) I AUD 1 100.0%
Ear Deals Pty Ltd Brisbane (Australia) I AUD 300,000 100.0%
Otohub Unit Trust (in liquidation) Brisbane (Australia) D AUD 0 100.0%
Otohub Australasia Pty Ltd Brisbane (Australia) D AUD 10 100.0%
Amplifon Asia Pacific Pte Limited Singapore (Singapore) I SGD 1,000,000 100.0%
Amplifon NZ Ltd Takapuna (New Zealand) I NZD 130,411,317 100.0%
Bay Audiology Ltd Takapuna (New Zealand) I NZD 0 100.0%
Dilworth Hearing Ltd Auckland (New Zealand) I NZD 0 100.0%
Amplifon India Pvt Ltd Gurgaon (India) I INR 1,400,000,000 100.0%
Beijing Amplifon Hearing Technology
Center Co. Ltd (**)
Běijīng (China) D CNY 2,143,685 100.0%
Tianjin Amplifon Hearing Technology
Co. Ltd (**)
Tianjin (China) I CNY 3,500,000 100.0%
Shijiazhuang Amplifon Hearing
Technology Co. Ltd (**)
Shijiazhuang (China) I CNY 100,000 100.0%

(*) Medtechnica Ortophone Ltd, despite being 80% owned by Amplifon, is consolidated at 100% without exposure of non-controlling interests due to the put-call option exercisable from 2019 and related to the purchase of the remaining 20%.

(**) Beijing Amplifon Hearing Technology Center Co. Ltd and its subsidiaries (Tianjin Amplifon Hearing Technology Co. Ltd and Shijiazhuang Amplifon Hearing Technology Co. Ltd), despite being 51% owned by Amplifon, are consolidated at 100% without exposure of noncontrolling interests 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 Registered head office Direct/Indirect
ownership
Currency Share
Capital
% held as at
06/30/2020
Comfoor BV (*) Doesburg (The
Netherlands)
I EUR 18,000 50,0%
Comfoor GmbH (*) Emmerich am Rhein
(Germany)
I EUR 25,000 50,0%
Ruti Levinson Institute Ltd (**) Ramat HaSharon (Israel) I ILS 105 16,0%
Afik - Test Diagnosis & Hearing Aids Ltd
(**)
Jerusalem (Israel) I ILS 100 16,0%
Lakeside Specialist Centre Ltd (**) Mairangi Bay (New
Zealand)
I NZD 0 50,0%

(*) Joint Venture

(**) Related companies

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 2020.

We also certify that the condensed interim consolidated financial statements at 30 June 2020:

  • 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, 29 July 2020

CEO Executive Responsible for Corporate Accounting Information

Enrico Vita Gabriele Galli