AI assistant
Amplifon — Interim / Quarterly Report 2021
May 10, 2021
4030_ir_2021-05-10_9417030b-6b00-4cba-a0c0-a18397d7f40d.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
| PREFACE 4 |
|---|
| INTERIM MANAGEMENT REPORT AS AT 31 MARCH 2021 5 |
| HIGHLIGHTS 6 |
| MAIN ECONOMIC AND FINANCIAL DATA 8 |
| INDICATORS 10 |
| SHAREHOLDER INFORMATION 12 |
| RECLASSIFIED CONSOLIDATED INCOME STATEMENT 14 |
| RECLASSIFIED CONSOLIDATED BALANCE SHEET 16 |
| CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT 18 |
| INCOME STATEMENT REVIEW 19 |
| BALANCE SHEET REVIEW 32 |
| ACQUISITION OF COMPANIES AND BUSINESSES 41 |
| OUTLOOK 42 |
| CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES AS AT 31 MARCH 2021 42 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION 43 |
| CONSOLIDATED INCOME STATEMENT 45 |
| STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME 46 |
| STATEMENT OF CHANGES IN CONSOLIDATED EQUITY 47 |
| STATEMENT OF CONSOLIDATED CASH FLOWS 49 |
| SUPPLEMENTARY INFORMATION TO THE STATEMENT OF CONSOLIDATED CASH FLOWS 50 |
| NOTES 51 |
| 2. | Impacts of COVID-19 emergency on the Group's performance and financial position 52 |
|
|---|---|---|
| 3. | Acquisitions and goodwill 53 |
|
| 4. | Intangible assets53 | |
| 5. | Tangible fixed assets 55 |
|
| 6. | Right-of-use assets56 | |
| 7. | Share capital57 | |
| 8. | Net Financial Position58 | |
| 9. | Financial liabilities60 | |
| 10. | Lease liabilities 64 |
|
| 11. | Revenues from Sales and Services64 | |
| 12. | Operating costs, depreciation and impairment, financial income-expenses and taxes64 | |
| 13. | Non-recurring significant events65 | |
| 14. | Earnings (loss) per share 65 |
|
| 15. | Transactions with parent companies and related parties66 |
|
| 16. | Contingent liabilities 67 |
|
| 17. | Financial risk management 68 |
|
| 18. | Translation of foreign companies' financial statements68 | |
| 19. | Segment reporting 69 |
|
| 20. | Accounting policies 74 |
|
| 21. | Subsequent events77 | |
| ANNEXES | 78 | |
| Consolidation scope78 | ||
| Declaration of the Executive Responsible for Corporate Accounting Information pursuant to | ||
| Article 154-bis of Legislative Decree 58/1998 (Consolidated finance act)82 |
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 and should be read together with the Group's consolidated financial statements as at and for the year ended 31 December 2020 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 31 MARCH 2021
HIGHLIGHTS
In the first three months of 2021 Amplifon recorded a significant increase in revenues, across all its geographies, as well as an improvement in margins and cash generation. This result was achieved thanks to solid organic growth, driven by the effectiveness of the continuous and sizeable investments made in the business, along with the greater operating efficiency stemming from the actions taken in 2020 in response to the Covid-19 crisis.
The results posted in the first quarter of 2020 were impacted significantly by the initial effects of the Covid-19 health crisis in March and, therefore, for the sake of greater comparability the main results for the first quarter of 2019 are also shown. The comments and analyses provided in this Quarterly Financial Report also refer to these figures.
| (€ thousands) | First quarter 2021 | First quarter 2020 | First quarter 2019 | |||
|---|---|---|---|---|---|---|
| Recurring | Total | Recurring | Total | Recurring | Total | |
| Economic figures: | ||||||
| Revenues from sales and services | 440,902 | 440,902 | 363,476 | 363,476 | 391,973 | 391,973 |
| Gross operating profit (loss) (EBITDA) | 96,558 | 94,153 | 64,855 | 64,855 | 78,942 | 77,517 |
| Operating profit (loss) (EBIT) | 43,580 | 41,175 | 14,490 | 14,490 | 34,299 | 32,874 |
| Profit (loss) before tax | 36,250 | 33,845 | 7,499 | 7,499 | 27,717 | 26,292 |
| Group net profit (loss) | 25,033 | 23,273 | 5,143 | 5,143 | 18,810 | 17,748 |
The first three months of the year closed with:
- turnover of €440,902 thousand, an increase of 21.3% compared to the same period of the prior year (+22.8% at constant exchange rates) despite the restrictive measures maintained in several countries, mainly in EMEA. Compared to the first quarter of 2019, turnover was 12.5% higher (+14.2% at constant exchange rates), consistent with the growth path seen before Covid-19.
- a gross operating margin (EBITDA) of €94,153 thousand, 48.9% higher on a recurring basis compared to the first three months of 2020, with an EBITDA margin of 21.9% (+4.1 p.p. against the comparison period). Compared to the first three months of 2019, recurring EBITDA was up 22.3% with the EBITDA margin rising 1.8 p.p. This significant improvement is explained by greater operating efficiency and increased productivity.
- Group net profit of €23,273 thousand, showing an increase of €19,890 thousand (+386.7%) against the first quarter of 2020 and of €6,223 thousand (+33.1%) compared to the first quarter of 2019, on a recurring basis.
Thanks to the numerous actions taken in 2020 and despite business seasonality, net financial debt was lower than the €633,665 thousand recorded at year-end 2020, coming in a €625,425 thousand, confirming the Group's ability to generate cash flow. Free cash flow reached a positive
€52,857 thousand (versus €44,179 thousand in the first three months of the prior year) after absorbing net capital expenditure of €14,833 thousand (€16,473 thousand in the comparison period). This result made it possible to finance cash-outs for acquisitions of €35,228 thousand (€41,745 thousand in the comparison period) and restart the buyback program (€13,331 thousand). Cash flow for the period was positive for €7,346 thousand versus negative €2,475 thousand in the first quarter of 2020.
| (€ thousands) | First quarter 2021 | First quarter 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | % on recurring |
Recurring | Non recurring |
Total | % on recurring |
% change on recurring |
|
| Economic figures: | |||||||||
| Revenues from sales and services |
440,902 | - | 440,902 | 100.0% | 363,476 | - | 363,476 | 100.0% | 21.3% |
| Gross operating profit (loss) (EBITDA) |
96,558 | (2,405) | 94,153 | 21.9% | 64,855 | - | 64,855 | 17.8% | 48.9% |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
54,139 | (2,405) | 51,734 | 12.3% | 24,167 | - | 24,167 | 6.6% | 124.0% |
| Operating profit (loss) (EBIT) |
43,580 | (2,405) | 41,175 | 9.9% | 14,490 | - | 14,490 | 4.0% | 200.8% |
| Profit (loss) before tax | 36,250 | (2,405) | 33,845 | 8.2% | 7,499 | - | 7,499 | 2.1% | 383.4% |
| Group net profit (loss) | 25,033 | (1,760) | 23,273 | 5.7% | 5,143 | - | 5,143 | 1.4% | 386.7% |
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change |
|---|---|---|---|
| Financial figures: | |||
| Non-current assets | 2,347,719 | 2,299,443 | 48,276 |
| Net invested capital | 1,884,511 | 1,858,312 | 26,199 |
| Group net equity | 830,286 | 800,883 | 29,403 |
| Total net equity | 831,335 | 801,868 | 29,467 |
| Net financial indebtedness | 625,425 | 633,665 | (8,240) |
| Lease liabilities | 427,751 | 422,779 | 4,972 |
| Total lease liabilities and net financial indebtedness | 1,053,176 | 1,056,444 | (3,268) |
| (€ thousands) | First quarter 2021 | First quarter 2020 |
|---|---|---|
| Free cash flow | 52,857 | 44,179 |
| Cash flow generated from (absorbed by) business combinations | (35,228) | (41,745) |
| (Purchase) sale of other investments and securities | 2,878 | - |
| Cash flow provided by (used in) financing activities | (13,161) | (4,909) |
| Net cash flow from the period | 7,346 | (2,475) |
| Effect of discontinued operations on the net financial position | - | - |
| Effect of exchange rate fluctuations on the net financial position | 894 | (1,571) |
| Net cash flow from the period with changes for exchange rate fluctuations and discontinued operations |
8,240 | (4,046) |
-
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
| 03/31/2021 | 12/31/2020 | 03/31/2020 | |
|---|---|---|---|
| Net financial indebtedness (€ thousands) | 625,425 | 633,665 | 790,744 |
| Lease liabilities | 427,751 | 422,779 | 428,072 |
| Total lease liabilities & net financial debt | 1,053,176 | 1,056,444 | 1,218,816 |
| Net Equity (€ thousands) | 831,335 | 801,868 | 666,269 |
| Group Net Equity (€ thousands) | 830,286 | 800,883 | 665,319 |
| Net financial indebtedness/Net Equity | 0.75 | 0.80 | 1.19 |
| Net financial indebtedness/Group Net Equity | 0.75 | 0.80 | 1.19 |
| Net financial indebtedness/EBITDA | 1.44 | 1.63 | 1.99 |
| EBITDA/Net financial expenses | 24.51 | 22.79 | 27.22 |
| Earnings per share (EPS) (€) | 0.10356 | 0.45132 | 0.02305 |
| Diluted EPS (€) | 0.10241 | 0.44556 | 0.02272 |
| EPS (€) adjusted for non-recurring transactions and amortization/depreciation related to purchase price allocations to tangible and intangible assets |
0.14651 | 0.57806 | 0.05273 |
| Patrimonio netto per azione (Euro) | 3.700 | 3.563 | 2.981 |
| Prezzo alla fine del periodo (Euro) | 31.740 | 34.040 | 18.720 |
| Prezzo massimo del periodo (Euro) | 37.810 | 36.540 | 30.400 |
| Lowest price in period (€) | 29.330 | 14.830 | 14.830 |
| Share price/net equity per share | 8.579 | 9.569 | 6.281 |
| Market capitalization (€ millions) | 7,123.24 | 7,651.71 | 4,178.54 |
| Number of shares outstanding | 224,424,674 | 224,785,974 | 223,212,593 |
- Net financial indebtedness/net equity is the ratio of net financial indebtedness, excluding lease liabilities and short-term investments not cash equivalents, to total net equity.
- Net financial indebtedness/Group net equity is the ratio of the net financial indebtedness, excluding lease liabilities and short-term investments not cash equivalents, to the Group's net equity.
- Net financial indebtedness/EBITDA is the ratio of net financial indebtedness, excluding lease liabilities and short-term investments not cash equivalents, 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 period 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 31 March 2021 are:
| Shareholder | No. of ordinary shares |
% held | % of the total share capital in voting right |
|---|---|---|---|
| Ampliter S.r.l. | 95,604,369 | 42.2% | 59.2% |
| Treasury shares | 1,963,946 | 0.9% | 0.6% |
| Market | 128,820,305 | 56.9% | 40.2% |
| Total | 226,388,620 (*) | 100.0% | 100.0% |
(*) Number of shares related to the share capital registered with the Company register on 31 March 2021.
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 2021 to 31 March 2021.
As at 31 March 2021 market capitalization was €7,123.24 million.
Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 2 January 2021 – 31 March 2021, showed:
- average daily value: €20,578,366.61;
- average daily volume: 613,010 shares;
- total volume traded of 38,619,649 shares, or 17.2% of the total number of shares comprising the share capital, net of treasury shares.
RECLASSIFIED CONSOLIDATED INCOME STATEMENT
| (€ thousands) | First quarter 2021 | First quarter 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (*) |
Total | % on recurring |
Recurring | Non recurring (*) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
440,902 | - | 440,902 | 100.0% | 363,476 | - | 363,476 | 100.0% | 21.3% |
| Operating costs | (347,020) | (2,405) | (349,425) | -78.7% | (299,902) | - (299,902) | -82.5% | -15.7% | |
| Other income and costs | 2,676 | - | 2,676 | 0.6% | 1,281 | - | 1,281 | 0.3% | 108.9% |
| Gross operating profit (EBITDA) |
96,558 | (2,405) | 94,153 | 21.9% | 64,855 | - | 64,855 | 17.8% | 48.9% |
| Depreciation, amortization and impairment of non current assets |
(19,234) | - | (19,234) | -4.4% | (17,183) | - | (17,183) | -4.7% | -11.9% |
| Right-of-use depreciation | (23,185) | - | (23,185) | -5.2% | (23,505) | - | (23,505) | -6.5% | 1.4% |
| Operating result before the amortization and impairment of PPA related assets (EBITA) |
54,139 | (2,405) | 51,734 | 12.3% | 24,167 | - | 24,167 | 6.6% | 124.0% |
| PPA related depreciation, amortization and impairment |
(10,559) | - | (10,559) | -2.4% | (9,677) | - | (9,677) | -2.6% | -9.1% |
| Operating profit (EBIT) | 43,580 | (2,405) | 41,175 | 9.9% | 14,490 | - | 14,490 | 4.0% | 200.8% |
| Income, expenses, valuation and adjustments of financial assets |
(14) | - | (14) | 0.0% | 23 | - | 23 | 0.0% | -160.9% |
| Net financial expenses | (6,979) | - | (6,979) | -1.6% | (6,760) | - | (6,760) | -1.8% | -3.2% |
| Exchange differences and non-hedge accounting instruments |
(337) | - | (337) | -0.1% | (254) | - | (254) | -0.1% | -32.7% |
| Profit (loss) before tax | 36,250 | (2,405) | 33,845 | 8.2% | 7,499 | - | 7,499 | 2.1% | 383.4% |
| Tax | (11,193) | 645 | (10,548) | -2.5% | (2,428) | - | (2,428) | -0.7% | -361.0% |
| Net profit (loss) | 25,057 | (1,760) | 23,297 | 5.7% | 5,071 | - | 5,071 | 1.4% | 394.1% |
| Profit (loss) of minority interests |
24 | - | 24 | 0.0% | (72) | - | (72) | 0.0% | 133.3% |
| Net profit (loss) attributable to the Group |
25,033 | (1,760) | 23,273 | 5.7% | 5,143 | - | 5,143 | 1.4% | 386.7% |
(*) See table at page 15 for details of non-recurring transactions.
The breakdown of the non-recurring transactions referred to above is provided in the following table. More specifically, in addition to the charges stemming from the second phase of the GAES integration, the first costs relating to the project to redefine the corporate structure of Amplifon S.p.A. (which currently acts as both the parent company and the Italian operating company) were also incurred. The main goal of this project, approved definitively by the Board of Directors on 3 March 2021, is to render the Group's structure consistent with the changes in its organizational structure and multinational nature. Amplifon S.p.A., subsequently, will be responsible for the definition and development of the strategic direction and coordination of the entire group, while the Italian market operations will be run by a dedicated company. The transaction will be done through the contribution in kind of the operations pertaining to the
Italian market to a newly formed wholly-owned subsidiary as consideration for the capital increase reserved for Amplifon S.p.A., effective as of 1 May 2021.
| (€ thousands) | Q1 2021 | Q1 2020 |
|---|---|---|
| GAES integration costs | (1,439) | - |
| Amplifon S.p.A restructuring costs | (966) | - |
| Impact of the non-recurring items on EBITDA | (2,405) | - |
| Impact of the non-recurring items on EBIT | (2,405) | - |
| Impact of the non-recurring items on profit before tax | (2,405) | - |
| Impact of the above items on the tax burden for the period | 645 | - |
| Impact of the non-recurring items on net profit | (1,760) | - |
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) | 03/31/2021 | 12/31/2020 | Change |
|---|---|---|---|
| Goodwill | 1,321,046 | 1,281,609 | 39,437 |
| Customer lists, non-compete agreements, trademarks and location rights | 263,852 | 259,627 | 4,225 |
| Software, licenses, other int.ass., wip and advances | 101,645 | 101,559 | 86 |
| Tangible assets | 177,862 | 177,616 | 246 |
| Right of use assets | 413,589 | 409,338 | 4,251 |
| Fixed financial assets (1) | 37,352 | 38,125 | (773) |
| Other non-current financial assets (1) | 32,373 | 31,569 | 804 |
| Total fixed assets | 2,347,719 | 2,299,443 | 48,276 |
| Inventories | 67,307 | 57,431 | 9,876 |
| Trade receivables | 167,492 | 169,060 | (1,568) |
| Other receivables | 75,553 | 60,533 | 15,020 |
| Current assets (A) | 310,352 | 287,024 | 23,328 |
| Total assets | 2,658,071 | 2,586,467 | 71,604 |
| Trade payables | (194,845) | (181,036) | (13,809) |
| Other payables (2) | (344,439) | (318,968) | (25,471) |
| Provisions for risks (current portion) | (2,748) | (3,560) | 812 |
| Short term liabilities (B) | (542,032) | (503,564) | (38,468) |
| Working capital (A) – (B) | (231,680) | (216,540) | (15,140) |
| Derivative instruments (3) | (5,883) | (5,908) | 25 |
| Deferred tax assets | 86,658 | 83,671 | 2,987 |
| Deferred tax liabilities | (97,837) | (95,150) | (2,687) |
| Provisions for risks (non-current portion) | (49,005) | (49,765) | 760 |
| Employee benefits (non-current portion) | (25,174) | (24,019) | (1,155) |
| Loan fees (4) | 7,562 | 7,941 | (379) |
| Other long-term payables | (147,849) | (141,361) | (6,488) |
| NET INVESTED CAPITAL | 1,884,511 | 1,858,312 | 26,199 |
| Shareholders' equity | 830,286 | 800,883 | 29,403 |
| Third parties' equity | 1,049 | 985 | 64 |
| Net equity | 831,335 | 801,868 | 29,467 |
| Long term net financial debt (4) | 1,061,910 | 1,103,265 | (41,355) |
| Short term net financial debt (4) | (436,485) | (469,600) | 33,115 |
| Total net financial debt | 625,425 | 633,665 | (8,240) |
| Lease liabilities | 427,751 | 422,779 | 4,972 |
| Total lease liabilities & net financial debt | 1,053,176 | 1,056,444 | (3,268) |
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL DEBT | 1,884,511 | 1,858,312 | 26,199 |
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 quarter 2021 | First quarter 2020 |
|---|---|---|
| EBIT | 41,175 | 14,490 |
| Amortization, depreciation and write-downs | 52,978 | 50,365 |
| Provisions, other non-monetary items and gain/losses from disposals | 3,133 | 2,420 |
| Net financial expenses | (6,728) | (5,863) |
| Taxes paid | (7,016) | (3,487) |
| Changes in net working capital | 7,098 | 22,850 |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities |
90,640 | 80,775 |
| Repayment of lease liabilities | (22,950) | (20,123) |
| Cash flow provided by (used in) operating activities (A) | 67,690 | 60,652 |
| Cash flow provided by (used in) operating investing activities (B) | (14,833) | (16,473) |
| Free Cash Flow (A) + (B) | 52,857 | 44,179 |
| Net cash flow provided by (used in) acquisitions (C) | (35,228) | (41,745) |
| (Purchase) sale of other investment and securities (D) | 2,878 | - |
| Cash flow provided by (used in) investing activities (B+C+D) | (47,183) | (58,218) |
| Cash flow provided by (used in) operating activities and investing activities | 20,507 | 2,434 |
| Fees paid on medium/long-term financing | - | (5,043) |
| Treasury shares | (13,331) | - |
| Capital increases, third parties' contributions and dividends paid by subsidiaries to third parties |
5 | - |
| Hedging instruments and other changes in non-current assets | 165 | 134 |
| Net cash flow from the period | 7,346 | (2,475) |
| Net financial indebtedness as of period opening date | (633,665) | (786,698) |
| Effect of exchange rate fluctuations on financial position | 894 | (1,571) |
| Change in net financial position | 7,346 | (2,475) |
| Net financial indebtedness as of period closing date | (625,425) | (790,744) |
The impact of non-recurring transactions on free cash flow in the period is shown in the following table.
| (€ thousands) | First quarter 2021 | First quarter 2020 |
|---|---|---|
| Free cash flow | 52,857 | 44,179 |
| Free cash flow generated by non-recurring transactions (see page 41 for details) | (2,223) | (777) |
| Free cash flow generated by recurring transactions | 55,080 | 44,956 |
INCOME STATEMENT REVIEW
Consolidated income statement by segment and geographic area (*)
| (€ thousands) | First quarter 2021 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | ||
| Revenues from sales and services | 311,084 | 77,172 | 52,646 | - | 440,902 | |
| Operating costs | (232,412) | (60,910) | (36,624) | (19,479) | (349,425) | |
| Other income and costs | 2,723 | 66 | (130) | 17 | 2,676 | |
| Gross operating profit (loss) (EBITDA) | 81,395 | 16,328 | 15,892 | (19,462) | 94,153 | |
| Depreciation, amortization and impairment of non-current assets |
(10,519) | (2,978) | (2,583) | (3,154) | (19,234) | |
| Right-of-use depreciation | (18,458) | (1,564) | (3,045) | (118) | (23,185) | |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
52,418 | 11,786 | 10,264 | (22,734) | 51,734 | |
| PPA related depreciation, amortization and impairment |
(8,078) | (790) | (1,691) | - | (10,559) | |
| Operating profit (loss) (EBIT) | 44,340 | 10,996 | 8,573 | (22,734) | 41,175 | |
| Income, expenses, revaluation and adjustments of financial assets |
(14) | |||||
| Net financial expenses | (6,979) | |||||
| Exchange differences and non-hedge accounting instruments |
(337) | |||||
| Profit (loss) before tax | 33,845 | |||||
| Tax | (10,548) | |||||
| Net profit (loss) | 23,297 | |||||
| Profit (loss) of minority interests | 24 | |||||
| Net profit (loss) attributable to the Group | 23,273 |
| (€ thousands) | First quarter 2021 – Only recurring operations | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | ||
| Revenues from sales and services | 311,084 | 77,172 | 52,646 | - | 440,902 | |
| Gross operating profit (loss) (EBITDA) | 82,833 | 16,328 | 15,892 | (18,495) | 96,558 | |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
53,857 | 11,786 | 10,264 | (21,768) | 54,139 | |
| Operating profit (loss) (EBIT) | 45,779 | 10,996 | 8,573 | (21,768) | 43,580 | |
| Profit (loss) before tax | 36,250 | |||||
| Net profit (loss) attributable to the Group | 25,033 |
(*) For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.
| (€ thousands) | First quarter 2020 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | ||
| Revenues from sales and services | 258,266 | 64,355 | 40,855 | - | 363,476 | |
| Operating costs | (208,602) | (52,967) | (30,670) | (7,663) | (299,902) | |
| Other income and costs | 857 | 488 | (75) | 11 | 1,281 | |
| Gross operating profit (loss) (EBITDA) | 50,521 | 11,876 | 10,110 | (7,652) | 64,855 | |
| Depreciation, amortization and impairment of non-current assets |
(10,249) | (1,899) | (2,824) | (2,211) | (17,183) | |
| Right-of-use depreciation | (19,664) | (1,037) | (2,697) | (107) | (23,505) | |
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
20,608 | 8,940 | 4,589 | (9,970) | 24,167 | |
| PPA related depreciation, amortization and impairment |
(7,822) | (322) | (1,533) | - | (9,677) | |
| Operating profit (loss) (EBIT) | 12,786 | 8,618 | 3,056 | (9,970) | 14,490 | |
| Income, expenses, revaluation and adjustments of financial assets |
23 | |||||
| Net financial expenses | (6,760) | |||||
| Exchange differences and non-hedge accounting instruments |
(254) | |||||
| Profit (loss) before tax | 7,499 | |||||
| Tax | (2,428) | |||||
| Net profit (loss) | 5,071 | |||||
| Profit (loss) of minority interests | (72) | |||||
| Net profit (loss) attributable to the Group | 5,143 |
| (€ thousands) | First quarter 2020 – Only recurring operations | ||||||
|---|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Total | |||
| Revenues from sales and services | 258,266 | 64,355 | 40,855 | - | 363,476 | ||
| Gross operating profit (loss) (EBITDA) | 50,521 | 11,876 | 10,110 | (7,652) | 64,855 | ||
| Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA) |
20,608 | 8,940 | 4,589 | (9,970) | 24,167 | ||
| Operating profit (loss) (EBIT) | 12,786 | 8,618 | 3,056 | (9,970) | 14,490 | ||
| Profit (loss) before tax | 7,499 | ||||||
| Net profit (loss) attributable to the Group | 5,143 |
Revenues from sales and services
| (€ thousands) | First quarter 2021 | First quarter 2020 | Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services |
440,902 | 363,476 | 77,426 | 21.3% |
Consolidated revenues from sales and services amounted to €440,902 thousand in the first three months of 2021, an increase of €77,426 thousand (+21.3%) at current exchange rates compared to the same period of the prior year which, given the severe impact of the Covid-19 pandemic in March, cannot be considered a viable comparison period. Compared to the first quarter of 2019, a fully comparable period, there was an increase of €48,929 thousand (+12.5%), of which €33,042 thousand (+8.4%) attributable to organic growth.
The increase of €77,426 thousand (+21.3%) against the first quarter of 2020 is explained for €69,681 thousand (+19.2%) by organic growth and for €13,379 thousand (+3.7%) by acquisitions. The foreign exchange effect was negative for €5,634 thousand (-1.6%) as a result of the strengthening of the euro against the US dollar and the Latin American currencies.
The performance was extremely positive across all the geographic areas despite the restrictive measures still in place: a solid performance was recorded in EMEA, driven by strong growth mainly in France, Italy and Spain; in the AMERICAS, North America reported strong, well above market, organic growth, which was combined with the significant contribution of the PJC Hearing acquisition, while Latin America returned to double-digit growth; APAC recorded an excellent performance thanks to strong organic growth with double-digit growth in revenues compared to both 2020 and 2019.
| (€ thousands) | Q1 2021 | % on Total | Q1 2020 | % on Total | Change | Change % | Exchange diff. | Change % in local currency |
|---|---|---|---|---|---|---|---|---|
| EMEA | 311,084 | 70.6% | 258,266 | 71.1% | 52,818 | 20.5% | (776) | 20.7% |
| Americas | 77,172 | 17.5% | 64,355 | 17.7% | 12,817 | 19.9% | (7,389) | 31.4% |
| Asia Pacific | 52,646 | 11.9% | 40,855 | 11.2% | 11,791 | 28.9% | 2,531 | 22.7% |
| Corporate | - | - | - | - | - | - | - | - |
| Total | 440,902 | 100,0% | 363,476 | 100.0% | 77,426 | 21.3% | (5,634) | 22.9% |
The following table shows the breakdown of revenues from sales and services by Region.
Europe, Middle-East and Africa
| (€ thousands) | First quarter 2021 | First quarter 2020 | Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services |
311,084 | 258,266 | 52,818 | 20.5% |
Consolidated revenues from sales and services amounted to €311,084 thousand in the first three months of 2021, an increase of €52,818 thousand (+20.5%) compared to the same period of the prior year which, given the extremely negative impact of the Covid-19 pandemic in March on the core markets Italy, France and Spain, cannot be considered a viable comparison period. Compared to the first quarter of 2019, a fully comparable period, revenues from sales and services rose €27,321 thousand (+9.6%), of which €19,229 thousand (+6.8%) attributable to organic growth.
The increase of €52,818 thousand (+20.5%) against the first quarter of 2020 is explained for €51,686 thousand (+20.0%) by organic growth and for €1,908 thousand (+0.7%) by acquisitions. The foreign exchange effect was slightly negative for €776 thousand (-0.2%).
Despite the restrictive measures maintained in most of the countries, the region posted a very positive performance in revenues. Strong organic growth was reported in France, Italy and Spain while the performance of Germany and the United Kingdom was affected by the restrictive measures in effect during the reporting period.
| Americas | ||||||||
|---|---|---|---|---|---|---|---|---|
| (€ thousands) | First quarter 2021 | First quarter 2020 | Change | Change % | ||||
| Revenues from sales and services |
77,172 | 64,355 | 12,817 | 19.9% |
Consolidated revenues from sales and services amounted to €77,172 thousand in the first three months of 2021, an increase of €12,817 thousand (+19.9%) compared to the same period of the prior year which, albeit to a lesser degree than the other geographic regions, was impacted negatively by the Covid-19 pandemic at the end of March, and cannot be considered a viable comparison period. Compared to the first quarter of 2019, a fully comparable period, there was an increase of €14,070 thousand (+22.3%) in sales and services, of which €10,817 thousand (+17.0%) attributable to organic growth.
The increase of €12,817 thousand (+19.9%) against the first quarter of 2020 is explained for €9,998 thousand (+15.5%) by organic growth, attributable mainly to the excellent performance of Miracle-Ear. A positive contribution of €10,208 thousand (+15.9%) came from acquisitions
thanks to the consolidation of PJC Hearing's results, while the foreign exchange effect was negative for €7,389 thousand (-11.5%).
In local currency revenues were up +31.4%. In addition to the excellent performance reported in the United States, a very positive performance was also recorded in both Canada and Latin America.
Asia Pacific
| (€ thousands) | First quarter 2021 | First quarter 2020 | Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services |
52,646 | 40,855 | 11,791 | 28.9% |
Consolidated revenues from sales and services amounted to €52,646 thousand in the first three months of 2021, an increase of €11,791 thousand (+28.9%) compared to the same period of the prior year which, given the extremely negative impact of the Covid-19 pandemic cannot be considered a viable comparison period. In China network stores were closed between January and February and in India and New Zealand toward the end of March. Compared to the first quarter of 2019, a fully comparable period, revenues from sales and services rose €8,231 thousand (+18.5%), of which €3,689 thousand (+8.3%) attributable to organic growth.
The increase of €11,791 thousand (+28.9%) against the first quarter of 2020 is explained for €7,997 thousand (+19.6%) by organic growth and for €1,263 thousand (+3.1%) by acquisitions. The foreign exchange effect was positive for €2,531 thousand (+6.2%).
In local currency revenues were up +22.7%. The performance was very positive across all the region's countries despite the temporary lockdowns in Australia and New Zealand. New Zealand and China reported double-digit organic growth against both the first quarter of 2020 and the first quarter of 2020. Australia also reported positive organic growth with respect to the first quarter of 2019, showing strong acceleration in the reporting period.
Gross operating profit (EBITDA)
| (€ thousands) | First quarter 2021 | First quarter 2020 | ||||
|---|---|---|---|---|---|---|
| Non Recurring recurring |
Total | Non Recurring recurring |
Total | |||
| Gross operating profit (EBITDA) | 96,558 | (2,405) | 94,153 | 64,855 | - | 64,855 |
Gross operating profit (EBITDA) amounted to €94,153 thousand in the first three months of 2021, an increase of €29,298 thousand (+45.2%) with respect to the comparison period with foreign exchange differences that were negative for €792 thousand.
The EBITDA margin came to 21.4%, 3.5 p.p. higher than in the comparison period.
The first quarter of 2020 cannot be considered a viable comparison period as it was impacted significantly by the lower absorption of fixed costs attributable to the drop in revenues caused by the Covid-19 outbreak. Compared to the first three months of 2019, a fully comparable period, EBITDA rose €16,636 thousand (+21.5%), with the EBITDA margin rising +1.6 p.p.
Non-recurring expenses of €2,405 thousand were incurred during the quarter explained for €966 thousand by the corporate restructuring of Amplifon S.p.A and for €1,439 thousand by the GAES integration.
Net of this item, EBITDA would have been €31,703 thousand higher (+48.9%) than in the first three months of 2020 and €17,616 thousand higher (+22.3%) than in the first three months of 2019 with the EBITDA margin rising +4.1 p.p. and +1.8 p.p., respectively. This significant improvement in profitability is attributable to the greater operating efficiency and increased productivity stemming from the actions taken in 2020 in response to the Covid-19 crisis.
| (€ thousands) | Q1 2021 | EBITDA Margin |
Q1 2020 | EBITDA Margin |
Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 81,395 | 26.2% | 50,521 | 19.6% | 30,874 | 61.1% |
| Americas | 16,328 | 21.2% | 11,876 | 18.5% | 4,452 | 37.5% |
| Asia Pacific | 15,892 | 30.2% | 10,110 | 24.7% | 5,782 | 57.2% |
| Corporate (*) | (19,462) | -4.4% | (7,652) | -2.1% | (11,810) | -154.3% |
| Total | 94,153 | 21.4% | 64,855 | 17.8% | 29,298 | 45.2% |
The following table shows a breakdown of EBITDA by segment.
(*) 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) | Q1 2021 | EBITDA Margin |
Q1 2020 | EBITDA Margin |
Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 82,833 | 26.6% | 50,521 | 19.6% | 32,312 | 64.0% |
| Americas | 16,328 | 21.2% | 11,876 | 18.5% | 4,452 | 37.5% |
| Asia Pacific | 15,892 | 30.2% | 10,110 | 24.7% | 5,782 | 57.2% |
| Corporate (*) | (18,495) | -4.2% | (7,652) | -2.1% | (10,843) | -141.7% |
| Total | 96,558 | 21.9% | 64,855 | 17.8% | 31,703 | 48.9% |
(*) Centralized costs are shown as a percentage of the Group's total sales.
Europe, Middle-East and Africa
Gross operating profit (EBITDA) amounted to €81,395 thousand in the first three months of 2021, an increase of €30,874 thousand (+61.1%) with respect to the comparison period, with a slightly negative exchange effect of €176 thousand. The EBITDA margin came to 26.2%, 6.6 p.p. higher than in the first quarter of 2020 which cannot be considered a viable comparison period as it was impacted significantly by the region's drop in revenues and the lower absorption of fixed costs. Compared to the first three months of 2019, a fully comparable period, EBITDA was €20,944 thousand (+34.6%) higher, with the EBITDA margin up +4.9 p.p.
Non-recurring expenses of €1,439 thousand relating to the GAES integration were incurred in the period.
Net of this item, EBITDA would have been €32,312 thousand higher (+64.0%) than in the first three months of 2020 and €20,957 thousand higher (+33.9%) than in the first three months of 2019 with the EBITDA margin rising +7.1 p.p. and +4.8 p.p., respectively.
Americas
Gross operating profit (EBITDA) amounted to €16,328 thousand in the first three months of 2021, an increase of €4,452 thousand (+37.5%) with respect to the comparison period. The foreign exchange effect was negative for €1,478 thousand. The EBITDA margin came to 21.2%, 2.7 p.p. higher than in the first three months of 2020 which cannot be considered a viable comparison period as it was impacted significantly by the decline in sales recorded at the end of March and the lower absorption of fixed costs. Compared to the first three months of 2019, a fully comparable period, EBITDA rose €3,611 thousand (+28.4%), with the EBITDA margin up +1.0 p.p.
Asia Pacific
Gross operating profit (EBITDA) amounted to €15,892 thousand in the first three months of 2021, an increase of €5,782 thousand (+57.2%) with respect to the comparison period. The foreign exchange effect was positive for €859 thousand. The EBITDA margin came to 30.2%, 5.4 p.p. higher than in the first three months of 2020 which cannot be considered a viable comparison period as it was impacted significantly by the strong drop in revenues and the lower absorption of fixed costs attributable to the Covid-19 pandemic.
Compared to the first three months of 2019, a fully comparable period, EBITDA rose €1,925 thousand (+13.8%), with the EBITDA margin down -1.3 p.p.
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 €19,462 thousand in the first three months of 2021 (4.4% of the revenues generated by the Group's sales and services), an increase of €11,810 thousand with respect to the same period of the prior year and of €9,844 thousand against the first three months of 2019.
Non-recurring expenses of €966 thousand relating to the corporate restructuring of Amplifon S.p.A. were incurred in the reporting period.
Net of this item, EBITDA would have been €10,843 thousand higher (+141.7%) than in the first three months of 2020 and €8,877 thousand higher (+92.3%) than in the first three months of 2019 with the EBITDA margin rising +2.1 p.p. and +1.7 p.p., respectively.
Operating profit (EBIT)
| (€ thousands) | First quarter 2021 | First quarter 2020 | ||||
|---|---|---|---|---|---|---|
| Non Recurring recurring |
Total | Non Recurring recurring |
Total | |||
| Operating profit (EBIT) | 43,580 | (2,405) | 41,175 | 14,490 | - | 14,490 |
Operating profit (EBIT) amounted to €41,175 thousand in the first three months of 2021, an increase of €26,684 thousand (+184.2%) with respect to the comparison period, offset slightly by the negative foreign exchange differences of €442 thousand.
The EBIT margin came to 9.3%, an increase of 5.4 p.p. against the comparison period. The first quarter of 2020 cannot be considered a viable comparison period as, in addition to the effects already referred to in the section on EBITDA, EBIT was also affected by higher amortization and depreciation which are not easily absorbed in the short-term. Compared to the first three months of 2019, a fully comparable period, EBIT rose €8,300 thousand (+25.2%), with the EBIT margin up +1.0 p.p.
The result was impacted for €2,405 thousand by the same non-recurring expenses described in the section on EBITDA. Net of this item, EBIT would have been €29,089 thousand higher (+200.8%) compared to the first three months of 2020 and €9,280 higher (+27.1%) than in the first three months of 2019, with the EBIT margin rising +5.9 p.p. and +1.1 p.p., respectively.
With respect to the gross operating profit (EBITDA), EBIT was also impacted by higher depreciation and amortization as a result of the opening of new stores, investments in IT systems, as well as higher amortization for right-of-use assets.
| (€ thousands) | Q1 2021 | EBIT Margin |
Q1 2020 | EBIT Margin |
Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 44,340 | 14.3% | 12,786 | 5.0% | 31,554 | 246.8% |
| Americas | 10,996 | 14.2% | 8,618 | 13.4% | 2,378 | 27.6% |
| Asia Pacific | 8,573 | 16.3% | 3,056 | 7.5% | 5,517 | 180.5% |
| Corporate (*) | (22,734) | -5.2% | (9,970) | -2.7% | (12,764) | -128.0% |
| Total | 41,175 | 9.3% | 14,490 | 4.0% | 26,685 | 184.2% |
The following table shows a breakdown of EBIT by segment.
(*) 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) | Q1 2021 | EBIT Margin |
Q1 2020 | EBIT Margin |
Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 45,779 | 14.7% | 12,786 | 5.0% | 32,993 | 258.0% |
| Americas | 10,996 | 14.2% | 8,618 | 13.4% | 2,378 | 27.6% |
| Asia Pacific | 8,573 | 16.3% | 3,056 | 7.5% | 5,517 | 180.5% |
| Corporate (*) | (21,768) | -4.9% | (9,970) | -2.7% | (11,798) | -118.3% |
| Total | 43,580 | 9.9% | 14,490 | 4.0% | 29,090 | 200.8% |
(*) Centralized costs are shown as a percentage of the Group's total sales.
Europe, Middle-East and Africa
Operating profit (EBIT) amounted to €44,340 thousand in the first three months of 2021, an increase of €31,554 thousand (+246.8%) with respect to the comparison period, including the slightly negative foreign exchange effect of €59 thousand. The EBIT margin came to 14.3% (+9.3 p.p. against the first three months of 2020). The first quarter of 2020 cannot be considered a viable comparison period as, in addition to the effects already referred to in the section on EBITDA, EBIT was also affected by higher amortization and depreciation which are not easily absorbed in the short-term. Compared to the first three months of 2019, a fully comparable period, EBIT rose €18,514 thousand (+71.7%), with the EBIT margin up +5.2 p.p.
The result was impacted for €1,439 thousand by the same non-recurring expenses described in the section on EBITDA. Net of this item, EBIT would have been €32,992 thousand higher (+258.0%) compared to the first three months of 2020 and €18,527 higher (+68.0%) than in the first three months of 2019, with the EBIT margin rising +9.8 p.p. and +5.1 p.p., respectively.
Americas
Operating profit (EBIT) amounted to €10,996 thousand in the first three months of 2021, an increase of €2,378 thousand (+27.6%) with respect to the comparison period, offset by the negative foreign exchange effect of €1,017 thousand. The EBIT margin came to 14.2%, 0.9 p.p. higher than in the first quarter of 2020 which cannot be considered a viable comparison period as, in addition to the effects already referred to in the section on EBITDA, EBIT was also affected by higher amortization and depreciation which are not easily absorbed in the short-term. Compared to the first three months of 2019, a fully comparable period, EBIT rose €651 thousand (+6.3%), with the EBIT margin down 2.1 p.p.
Asia Pacific
Operating profit (EBIT) amounted to €8,573 thousand in the first three months of 2021, an increase of €5,517 thousand (+180.5%) with respect to the comparison period. The foreign exchange effect was positive for €631 thousand. The EBIT margin came to 16.3%, an increase of 8.8 p.p. against the first quarter of 2020 which cannot be considered a viable comparison period as, in addition to the effects already referred to in the section on EBITDA, EBIT was also affected by higher amortization and depreciation which are not easily absorbed in the short-term. Compared to the first three months of 2019, a fully comparable period, EBIT rose €172 thousand (+2.0%), with the EBIT margin down -2.6 p.p.
Corporate
The net costs of centralized Corporate functions at the EBIT level amounted to €22,734 thousand in the first three months of 2021 (5.2% of the revenues generated by the Group's sales and services), an increase of €12,764 thousand with respect to the comparison period and of €11,037 thousand compared to the first quarter of 2019.
The result was impacted for €966 thousand by the same non-recurring expenses described in the section on EBITDA. Net of this item, the costs would have been €11,798 thousand higher (+118.3%) compared to the first three months of 2020 and €10,070 higher (+86.1%) than in the first three months of 2019, and would have increased as a percentage of sales by +2.2 p.p. and +2.0 p.p., respectively.
Profit before tax
| (€ thousands) | First quarter 2021 | First quarter 2020 | ||||
|---|---|---|---|---|---|---|
| Non Recurring Total recurring |
Recurring | Non recurring |
Total | |||
| Profit before tax | 36,250 | (2,405) | 33,845 | 7,499 | - | 7,499 |
Profit before tax amounted to €33,845 thousand in the first three months of 2021, showing an increase of €26,346 thousand (+351.3%) against the comparison period, with a gross profit margin of 7.7% (+5.6 p.p. with respect to the comparison period). The first quarter of 2020 cannot be considered a viable comparison period given the impact of the Covid-19 pandemic. Compared to the first quarter of 2019, the profit before tax was €7,554 thousand higher (+28.7%) including after the increase in financial expenses stemming from gross debt which was higher due to refinancing and the extension of debt maturities in February – June 2020.
The result for first quarter 2021 was impacted by the same non-recurring costs of €2,405 thousand commented on in the section relating to EBITDA. Net of this item profit before tax would have been €28,751 thousand (+383.4%) higher than in the first three months of 2020 and €8,533 thousand (+30.8%) higher than in the first three months of 2019, with the gross profit margin up by 6.2 p.p. and 1.2 p.p., respectively.
Group net profit
| (€ thousands) | First quarter 2021 | First quarter 2020 | ||||
|---|---|---|---|---|---|---|
| Non Recurring Total recurring |
Recurring | Non recurring |
Total | |||
| Group net profit | 25,033 | (1,760) | 23,273 | 5,143 | - | 5,143 |
The Group's net profit came to €23,273 thousand in the first three months of 2021, an increase of €18,130 thousand (+352.5%) against the comparison period, with a profit margin of 5.3% (+3.9 p.p. against the same period of the prior year). The first quarter of 2020 cannot be considered a viable comparison period given the impact of the Covid-19 pandemic. Compared to the first quarter of 2019, the net profit was €5,525 thousand higher (+31.1%).
The result for the reporting period was impacted by the same non-recurring costs of €1,760 thousand commented on in the section relating to EBITDA, net of the tax effect. On a recurring basis, the increase in net profit would have reached €19,890 thousand (+386.7%) with respect to the first three months of 2020 and €6,223 thousand against the first three months of 2019, with the profit margin up +4.3 p.p. and 0.9 p.p., respectively.
The tax rate was 31.2% in the reporting period compared to 32.4% in the first quarter of 2020.
Consolidated balance sheet by geographical area (*)
| (€ thousands) | 03/31/2021 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Eliminations | Total | |
| Goodwill | 880,867 | 153,318 | 286,861 | - | 1,321,046 |
| Non-competition agreements, trademarks, customer lists and lease rights |
209,547 | 19,315 | 34,990 | - | 263,852 |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
70,272 | 22,650 | 8,723 | - | 101,645 |
| Tangible assets | 139,125 | 10,382 | 28,355 | - | 177,862 |
| Right-of-use assets | 355,487 | 20,319 | 37,783 | - | 413,589 |
| Financial fixed assets | 3,884 | 33,468 | - | - | 37,352 |
| Other non-current financial assets | 30,223 | 1,228 | 922 | - | 32,373 |
| Non-current assets | 1,689,405 | 260,680 | 397,634 | - | 2,347,719 |
| Inventories | 54,861 | 8,291 | 4,155 | - | 67,307 |
| Trade receivables | 136,427 | 34,833 | 17,564 | (21,332) | 167,492 |
| Other receivables | 86,042 | 6,011 | 3,763 | (20,263) | 75,553 |
| Current assets (A) | 277,330 | 49,135 | 25,482 | (41,595) | 310,352 |
| Operating assets | 1,966,735 | 309,815 | 423,116 | (41,595) | 2,658,071 |
| Trade payables | (147,097) | (51,614) | (17,466) | 21,332 | (194,845) |
| Other payables | (280,443) | (49,795) | (34,464) | 20,263 | (344,439) |
| Provisions for risks and charges (current portion) |
(2,257) | (491) | - | - | (2,748) |
| Current liabilities (B) | (429,797) | (101,900) | (51,930) | 41,595 | (542,032) |
| Net working capital (A) - (B) | (152,467) | (52,765) | (26,448) | - | (231,680) |
| Derivative instruments | (5,883) | - | - | - | (5,883) |
| Deferred tax assets | 72,898 | 6,649 | 7,111 | - | 86,658 |
| Deferred tax liabilities | (67,887) | (19,654) | (10,296) | - | (97,837) |
| Provisions for risks and charges (non current portion) |
(20,347) | (27,795) | (863) | - | (49,005) |
| Liabilities for employees' benefits (non current portion) |
(24,242) | (138) | (794) | - | (25,174) |
| Loan fees | 7,562 | - | - | - | 7,562 |
| Other non-current liabilities | (133,245) | (11,923) | (2,681) | - | (147,849) |
| Net working capital (A) - (B) | 1,365,794 | 155,054 | 363,663 | - | 1,884,511 |
| NET INVESTED CAPITAL | 830,286 | ||||
| Group net equity | 1,049 | ||||
| Minority interests | 831,335 | ||||
| Total net equity Net medium and long-term financial |
1,061,910 (436,485) |
||||
| indebtedness | |||||
| Net short-term financial indebtedness | 625,425 | ||||
| Total net financial indebtedness | 364,730 | 22,732 | 40,289 | 427,751 | |
| Lease liabilities Total lease liabilities & net financial |
1,053,176 | ||||
| 1,884,511 |
(*) 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) | 12/31/2020 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Eliminations | Total | |
| Goodwill | 856,130 | 147,527 | 277,952 | - | 1,281,609 |
| Non-competition agreements, trademarks, customer lists and lease rights |
204,674 | 19,261 | 35,692 | - | 259,627 |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
70,030 | 22,381 | 9,148 | - | 101,559 |
| Tangible assets | 139,426 | 10,286 | 27,904 | - | 177,616 |
| Right-of-use assets | 350,449 | 20,586 | 38,303 | - | 409,338 |
| Financial fixed assets | 4,075 | 34,050 | - | - | 38,125 |
| Other non-current financial assets | 29,493 | 1,144 | 932 | - | 31,569 |
| Non-current assets | 1,654,277 | 255,235 | 389,931 | - | 2,299,443 |
| Inventories | 46,209 | 8,003 | 3,219 | - | 57,431 |
| Trade receivables | 132,556 | 32,883 | 16,921 | (13,300) | 169,060 |
| Other receivables | 91,990 | 4,855 | 2,404 | (38,716) | 60,533 |
| Current assets (A) | 270,755 | 45,741 | 22,544 | (52,016) | 287,024 |
| Operating assets | 1,925,032 | 300,976 | 412,475 | (52,016) | 2,586,467 |
| Trade payables | (132,707) | (39,462) | (22,167) | 13,300 | (181,036) |
| Other payables | (258,705) | (64,861) | (34,118) | 38,716 | (318,968) |
| Provisions for risks and charges (current portion) |
(3,075) | (485) | - | - | (3,560) |
| Current liabilities (B) | (394,487) | (104,808) | (56,285) | 52,016 | (503,564) |
| Net working capital (A) - (B) | (123,732) | (59,067) | (33,741) | - | (216,540) |
| Derivative instruments | (5,908) | - | - | - | (5,908) |
| Deferred tax assets | 70,451 | 6,262 | 6,958 | - | 83,671 |
| Deferred tax liabilities | (65,876) | (18,783) | (10,491) | - | (95,150) |
| Provisions for risks and charges (non current portion) |
(20,175) | (28,734) | (856) | - | (49,765) |
| Liabilities for employees' benefits (non current portion) |
(23,185) | (135) | (699) | - | (24,019) |
| Loan fees | 7,941 | - | - | - | 7,941 |
| Other non-current liabilities | (128,363) | (10,562) | (2,436) | - | (141,361) |
| NET INVESTED CAPITAL | 1,365,430 | 144,216 | 348,666 | - | 1,858,312 |
| Group net equity | 800,883 | ||||
| Minority interests | 985 | ||||
| Total net equity | 801,868 | ||||
| Net medium and long-term financial indebtedness |
1,103,265 | ||||
| Net short-term financial indebtedness | (469,600) | ||||
| Total net financial indebtedness | 633,665 | ||||
| Lease liabilities | 359,143 | 22,885 | 40,751 | - | 422,779 |
| Total lease liabilities & net financial indebtedness |
1,056,444 | ||||
| NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL INDEBTEDNESS |
1,858,312 |
Non-current assets
Non-current assets amounted to €2,347,719 thousand at 31 March 2021, an increase of €48,277 thousand against the €2,299,442 thousand recorded at 31 December 2020.
The changes in the period were as follows (i) €15,762 of capital expenditure (ii) €21,776 thousand for the recognition of right-of-use assets acquired in the period; (iii) €44,601 thousand for acquisitions; (iv) €52,902 thousand for depreciation, amortization and impairment losses, including the depreciation of the above right-of-use assets; (v) €19,040 thousand for other net decreases relating primarily to exchange rate gains.
The following table shows the breakdown of non-current assets by geographical segment.
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change | |
|---|---|---|---|---|
| Goodwill | 880,867 | 856,130 | 24,737 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
209,547 | 204,674 | 4,873 | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
70,272 | 70,030 | 242 | |
| EMEA | Tangible assets | 139,426 | (301) | |
| Right-of-use assets | 355,487 | 350,449 | 5,038 | |
| Financial fixed assets | 3,884 | 4,075 | (191) | |
| Other non-current financial assets | 30,222 | 29,493 | 729 | |
| Non-current assets | 1,689,405 | 1,654,277 | 35,128 | |
| Goodwill | 153,318 | 147,527 | 5,791 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
19,315 | 19,260 | 55 | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
22,650 | 22,381 | 269 | |
| Americas | Tangible assets | 10,382 | 10,286 | 96 |
| Right-of-use assets | 20,319 | 20,585 | (266) | |
| Financial fixed assets | 33,468 | 34,051 | (583) | |
| Other non-current financial assets | 1,228 | 1,144 | 84 | |
| Non-current assets | 260,680 | 255,234 | 5,446 | |
| Goodwill | 286,861 | 277,952 | 8,909 | |
| Non-competition agreements, trademarks, customer lists and lease rights |
34,990 | 35,692 | (702) | |
| Software, licenses, other intangible fixed assets, fixed assets in progress and advances |
8,724 | 9,148 | (424) | |
| Asia Pacific | Tangible assets | 28,355 | 27,904 | 451 |
| Right-of-use assets | 37,782 | 38,303 | (521) | |
| Financial fixed assets | - | - | - | |
| Other non-current financial assets | 922 | 932 | (10) | |
| Non-current assets | 397,634 | 389,931 | 7,703 | |
| Total | 2,347,719 | 2,299,442 | 48,277 |
Non-current assets amounted to €1,689,405 thousand at 31 March 2021, an increase of €35,128 thousand against the €1,654,277 thousand recorded at 31 December 2020.
The change is explained as follows:
- €44,104 thousand for acquisitions made in the period;
- €6,509 thousand for investments in property, plant and equipment, relating primarily to the opening of new stores and the renovation of existing ones;
- €5,973 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 front office systems;
- €19,747 thousand for right-of-use assets;
- €40,250 thousand for amortization, depreciation and impairment losses, including the amortization and depreciation of the right-of-use assets referred to above;
- €955 thousand for other net decreases.
Americas
Non-current assets amounted to €260,680 thousand at 31 March 2021, an increase of €5,446 thousand against the €255,234 thousand recorded at 31 December 2020.
The change is explained as follows:
- €307 thousand for investments in property, plant and equipment;
- €1,383 thousand for investments in intangible assets, mainly related to upgrades of front office systems;
- €543 thousand for right-of-use assets;
- €497 thousand for acquisitions made in the period;
- €5,333 thousand for amortization, depreciation and impairment losses, including the amortization and depreciation of the right-of-use assets referred to above;
- €8,049 thousand for other net increases relating mainly to exchange rate gains.
Asia Pacific
Non-current assets amounted to €397,634 thousand at 31 March 2021, an increase of €7,703 thousand against the €389,931 thousand recorded at 31 December 2020.
The increase is explained as follows:
- €1,397 thousand for investments in property, plant and equipment;
- €193 thousand for investments in intangible assets;
- €1,486 thousand for right-of-use assets;
- €7,319 thousand for amortization and depreciation, including the amortization and depreciation of the right-of-use assets referred to above;
- €11,946 thousand for other net increases relating mainly to exchange rate gains.
Net invested capital
Net invested capital came to €1,884,511 thousand at 31 March 2021, an increase of €26,199 thousand compared to the €1,858,312 thousand recorded at 31 December 2020.
This increase is attributable to the change in non-current assets described above, along with the decrease in working capital.
The following table shows the breakdown of net invested capital by geographical area.
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change |
|---|---|---|---|
| EMEA | 1,365,792 | 1,365,430 | 361 |
| Americas | 155,055 | 144,216 | 10,840 |
| Asia Pacific | 363,664 | 348,666 | 14,998 |
| Total | 1,884,511 | 1,858,312 | 26,199 |
Europa, Medio Oriente e Africa
Net invested capital came to €1,365,792 thousand at 31 March 2021, an increase of €361 thousand against the €1,365,430 thousand recorded at 31 December 2020.
Increase in net invested capital has been substantially offset from working capital decrease caused by growth of deferred revenues for after sale services.
Factoring without recourse in the period involved trade receivables with a face value of €14,819 thousand (€18,905 thousand in the same period of the prior year).
America
Net invested capital came to €155,055 thousand at 31 March 2021, an increase of €10,840 thousand against the €144,216 thousand recorded at 31 December 2020.
This increase is attributable to the change in non-current assets described above in addition to increase of working capital.
Asia e Oceania
Net invested capital came to €363,664 thousand at 31 March 2021, an increase of €14.998 thousand against the €348,666 thousand recorded at 31 December 2020.
This increase is attributable to the change in non-current assets described above in addition to increase of working capital.
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change |
|---|---|---|---|
| Net medium and long-term financial indebtedness | 1,061,910 | 1,103,265 | (41,355) |
| Net short-term financial indebtedness | 121,192 | 75,427 | 33,115 |
| Cash and cash equivalents | (557,677) | (545,027) | (12,650) |
| Net financial indebtedness | 625,425 | 633,665 | (8,240) |
| Lease Liability – current portion | 88,647 | 85,429 | 3,218 |
| Lease Liability – non-current portion | 339,104 | 337,350 | 1,754 |
| Lease liabilities | 427,751 | 422,779 | 4,972 |
| Total lease liabilities & net financial indebtedness | 1,053,176 | 1,056,444 | (3,268) |
| Group net equity | 830,286 | 800,883 | 29,403 |
| Minority interests | 1,049 | 985 | 64 |
| Net Equity | 831,335 | 801,868 | 29,467 |
| Financial indebtedness/Group net equity | 0.75 | 0.80 | |
| Financial indebtedness/net equity | 0.75 | 0.80 | |
| Financial indebtedness/EBITDA | 1.44 | 1.63 |
Net Financial Position
Net financial indebtedness, excluding lease liabilities, amounted to €625,425 thousand at 31 March 2021, reporting a decrease of €8,240 thousand with respect to 31 December 2020.
The ability of ordinary operations to generate excellent cash flow was confirmed with free cash flow coming in at a positive €52,857 thousand (€44,179 thousand in the first three months of the prior year) after absorbing capital expenditure of €14,833 thousand (€16,473 thousand in the first quarter of 2020) and made it possible to sustain the net cash-outs made in the period for acquisitions (€35,228 thousand) and purchase of share treasury (€13,331 thousand).
At 31 March the Group had cash and cash equivalents of €557,677 thousand compared to total net financial indebtedness €625,425 thousand, net of lease liabilities.
Long-term debt amounts to €1,061,910 thousand, €28,513 thousand of which reflects the longterm portion of deferred payments for acquisitions. The decrease in the period relates primarily to a reclassification from non-current to current borrowings.
Short-term debt amounts to €121,192 thousand, reporting an increase of €33,115 thousand with respect to the amount at 31 December 2020.
The short-term portion refers primarily to short-term portion of the syndicated loan used for the GAES acquisition (€39,750 thousand), the short-term portion of other long-term bank loans (€59,712 thousand), the interest payable on private placement (€715 thousand) and on the Eurobond (€525 thousand), the interest payable on other bank loans and finally the best estimate of the deferred payments for acquisitions (€13,411 thousand) as well as cash and cash equivalents (€557,677 thousand).
The chart below shows the debt maturities compared to the €558 million in available cash and cash equivalents and the unutilized portions of irrevocable credit lines which amount to €265 million, as well as the €260 million in other available credit lines.
Interest payable on financial indebtedness amounted to €4,423 thousand at 31 March 2021, €3,734 thousand at 31 March 2020.
Interest payable on leases recognized in accordance with IFRS 16 amounted to €2,561 thousand versus €2,708 thousand at 31 March 2020.
Interest receivable on bank deposits came to €48 thousand at 31 March 2021 versus €36 thousand at 31 March 2020.
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 quarter 2021 | First quarter 2020 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net profit (loss) attributable to the Group | 23,273 | 5,143 |
| Minority interests | 24 | (72) |
| Amortization, depreciation and impairment: | ||
| - Intangible fixed assets | 17,525 | 15,204 |
| - Tangible fixed assets | 11,715 | 11,656 |
| - Right-of-use assets | 23,738 | 23,505 |
| Total amortization, depreciation and impairment | 52,978 | 50,365 |
| Provisions, other non-monetary items and gain/losses from disposals | 3,133 | 2,420 |
| Group's share of the result of associated companies | 14 | (23) |
| Financial income and charges | 7,315 | 7,014 |
| Current and deferred income taxes | 10,549 | 2,428 |
| Change in assets and liabilities: | ||
| - Utilization of provisions | (2,924) | (2,748) |
| - (Increase) decrease in inventories | (9,238) | (8,406) |
| - Decrease (increase) in trade receivables | 6,017 | 51,869 |
| - Increase (decrease) in trade payables | 11,172 | 12,324 |
| - Changes in other receivables and other payables | 2,071 | (30,189) |
| Total change in assets and liabilities | 7,098 | 22,850 |
| Net interest charges | (6,728) | (5,863) |
| Taxes paid | (7,016) | (3,487) |
| Cash flow provided by (used in) operating activities before repayment of lease liabilities | 90,640 | 80,775 |
| Repayment of lease liabilities | (22,950) | (20,123) |
| Cash flow generated from (absorbed) by operating activities | 67,690 | 60,652 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (7,549) | (8,726) |
| Purchase of tangible fixed assets | (8,213) | (9,077) |
| Consideration from sale of tangible fixed assets and businesses | 929 | 1,330 |
| Cash flow generated from (absorbed) by investing activities | (14,833) | (16,473) |
| Cash flow generated from operating and investing activities (Free cash flow) | 52,857 | 44,179 |
| Business combinations (*) | (35,228) | (41,745) |
| (Purchase) sale of other investments and securities | 2,878 | - |
| Net cash flow generated from acquisitions | (32,250) | (41,745) |
| Cash flow generated from (absorbed) by investing activities | (47,183) | (58,218) |
Interim Financial Report as at 31 March 2021 > Interim Management Report
| (€ thousands) | First quarter 2021 | First quarter 2020 |
|---|---|---|
| FINANCING ACTIVITIES: | ||
| Fees paid on medium/long-term financing | - | (5,043) |
| Other non-current assets | 165 | 134 |
| Treasury shares | (13,331) | - |
| Capital increases, third parties' contributions and dividends paid by subsidiaries to third parties |
5 | - |
| Cash flow generated from (absorbed) by financing activities | (13,161) | (4,909) |
| Changes in net financial indebtedness | 7,346 | (2,475) |
| Net financial indebtedness at the beginning of the period | (633,665) | (786,698) |
| Effect of exchange rate fluctuations on net financial indebtedness | 894 | (1,571) |
| Changes in net indebtedness | 7,346 | (2,475) |
| Net financial indebtedness at the end of the period | (625,425) | (790,744) |
(*) The item refers to the net cash flows used in the acquisition of businesses and equity investments.
The change in net financial indebtedness of €7,346 thousand is attributable to:
- (i) Investing activities:
- capital expenditure on property, plant and equipment and intangible assets of €15,762 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.
- acquisitions amounting to €35,228 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;
- consideration for the disposal of a few points of sales no longer viewed as strategic of €2,878 thousand.
- net proceeds from the disposal of assets of €929 thousand.
- (ii) Operating activities:
- interest payable on financial indebtedness and other net financial expenses of €6,728 thousand;
- payment of taxes amounting to €7,016 thousand;
- payment of principle on lease obligations of €22,950 thousand;
- cash flow generated by operations of €104,384 thousand.
- (iii) Financing activities:
- treasury share purchase amounting to (€13.331 thousand);
- net proceeds on financial assets (€165 thousand) mainly related to reimbursement on active financing;
- third parties contributions paid to subsidiaries (€5 thousand)
- (iv) Net debt was also impacted by exchange profit of €894 thousand.
The non-recurring transactions described above had a negative impact on cash flow of €2,032 thousand in the first three months of 2021, attributable to the costs incurred for the GAES integration activities (€2.032 thousand) and for the Amplifon S.p.A. restructuring (€191 thousand).
ACQUISITION OF COMPANIES AND BUSINESSES
The Group's external growth continued in the first three months of 2021. 113 points of sale were acquired for a total investment of €35,228 thousand, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years.
More in detail, in the first three months:
- 73 points of sale were acquired in Italy of which 24 are franchising;
- 5 points of sale were acquired in France;
- 28 points of sale were acquired in Germany;
- 1 point of sale was acquired in Israel;
- 5 points of sale and 1 service centre were acquired in the United States.
OUTLOOK
Despite the still ongoing restrictive measures across several countries and the retail hearing care market still impacted by the Covid-19 outbreak, the Company expects the market to gradually normalize throughout the year as Covid-19 vaccines are administered and restrictive measures are subsequently lifted.
In light of the excellent results reported in the first quarter of 2021 and assuming the abovementioned gradual normalization of the market does materialize during the year, notwithstanding a more challenging comparison basis in the second half with respect to both 2020 and 2019, for 2021 the Company expects:
- o with regards to revenues, to outperform the reference market reaching total consolidated revenues of approximately €1,930 million;
- o with regards to profitability, to continue to reap the benefits of the actions implemented in 2020, thus achieving a recurring EBITDA margin in the range of +180 - 200 basis points higher than 2019, also after significant reinvestment in the business.
Lastly, the Company remains extremely positive about the medium-term prospects for both sales and profitability, thanks to the proven resilience of its business, the soundness of the industry's fundamentals and the unchanged customer behaviour, as well as the even stronger competitive positioning, the solid strategy and the strong execution capabilities in both growth and challenging environments such as the current one.
CONSOLIDATED FINANCIAL STATEMENTS AND
EXPLANATORY NOTES AS AT 31 MARCH 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change | |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Goodwill | Note 3 | 1,321,046 | 1,281,609 | 39,437 |
| Intangible fixed assets with finite useful life | Note 4 | 365,497 | 361,185 | 4,312 |
| Tangible fixed assets | Note 5 | 177,862 | 177,616 | 246 |
| Right-of-use assets | Note 6 | 413,589 | 409,338 | 4,251 |
| Equity-accounted investments | 1,989 | 2,002 | (13) | |
| Hedging instruments | 8,172 | 4,327 | 3,845 | |
| Deferred tax assets | 86,658 | 83,671 | 2,987 | |
| Contract costs | 8,216 | 7,777 | 439 | |
| Other assets | 59,520 | 59,916 | (396) | |
| Total non-current assets | 2,442,549 | 2,387,441 | 55,108 | |
| Current assets | ||||
| Inventories | 67,306 | 57,432 | 9,874 | |
| Trade receivables | 167,492 | 169,060 | (1,568) | |
| Contract costs | 4,917 | 5,051 | (134) | |
| Other receivables | 70,619 | 55,464 | 15,155 | |
| Hedging instruments | 49 | 8,997 | (8,948) | |
| Other financial assets | 557,677 | 545,027 | 12,650 | |
| Cash and cash equivalents | 868,060 | 841,031 | 27,029 | |
| Total current assets | 3,310,609 | 3,228,472 | 82,137 |
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change | |
|---|---|---|---|---|
| LIABILITIES | ||||
| Net Equity | ||||
| Share capital | Note 7 | |||
| Share premium reserve | 202,712 | 202,712 | - | |
| Treasury shares | (26,812) | (14,281) | (12,531) | |
| Other reserves | (20,875) | (40,562) | 19,687 | |
| Retained earnings | 647,460 | 547,482 | 99,978 | |
| Profit (loss) for the period | 23,273 | 101,004 | (77,731) | |
| Group net equity | 830,286 | 800,883 | 29,403 | |
| Minority interests | 1,049 | 985 | 64 | |
| Total net equity | 831,335 | 801,868 | 29,467 | |
| Non-current liabilities | ||||
| Medium/long-term financial liabilities | Note 9 | 1,036,228 | 1,069,321 | (33,093) |
| Lease liabilities | Note 10 | 339,103 | 337,350 | 1,753 |
| Provisions for risks and charges | 49,005 | 49,765 | (760) | |
| Liabilities for employees' benefits | 25,174 | 24,019 | 1,155 | |
| Hedging instruments | 5,289 | 5,963 | (674) | |
| Deferred tax liabilities | 97,837 | 95,150 | 2,687 | |
| Payables for business acquisitions | 28,513 | 32,262 | (3,749) | |
| Contract liabilities | 137,222 | 130,016 | 7,206 | |
| Other long-term liabilities | 10,628 | 11,344 | (716) | |
| Total non-current liabilities | 1,728,999 | 1,755,190 | (26,191) | |
| Current liabilities | ||||
| Trade payables | 194,845 | 181,036 | 13,809 | |
| Payables for business acquisitions | 13,411 | 6,693 | 6,718 | |
| Contract liabilities | 101,689 | 102,999 | (1,310) | |
| Tax liabilities | 67,415 | 62,089 | 5,326 | |
| Other payables | 171,977 | 150,741 | 21,236 | |
| Hedging instruments | 1,395 | 112 | 1,283 | |
| Provisions for risks and charges | 2,749 | 3,560 | (811) | |
| Liabilities for employees' benefits | 3,355 | 3,139 | 216 | |
| Short-term financial liabilities | Note 9 | 104,791 | 75,615 | 29,176 |
| Lease liabilities | Note 10 | 3,218 | ||
| Total current liabilities | 750,275 | 671,414 | 78,861 | |
| TOTAL LIABILITIES | 3,310,609 | 3,228,472 | 82,137 |
CONSOLIDATED INCOME STATEMENT
| (€ thousands) | First quarter 2021 | First quarter 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Non | Non | |||||||
| Revenues from sales and services | Note 11 | Recurring 440,902 |
recurring - |
Total 440,902 |
Recurring 363,476 |
recurring - |
Total 363,476 |
Change 77,426 |
| Operating costs Other income and costs |
(347,020) 2,676 |
(2,405) - |
(349,425) 2,676 |
(299,902) 1,281 |
- - |
(299,902) 1,281 |
(49,523) 1,395 |
|
| Gross operating profit (EBITDA) | 96,558 | (2,405) | 94,153 | 64,855 | - | 64,855 | 29,298 | |
| Amortization, depreciation and impairment |
||||||||
| Amortization of intangible fixed assets | Note 4 | (17,292) | - | (17,292) | (15,206) | - | (15,206) | (2,086) |
| Depreciation of tangible fixed assets | Note 5 | (11,460) | - | (11,460) | (11,269) | - | (11,269) | (191) |
| Right-of-use depreciation | Note 6 | (23,185) | - | (23,185) | (23,505) | - | (23,505) | 320 |
| Impairment losses and reversals of non-current assets |
(1,041) | - | (1,041) | (385) | - | (385) | (656) | |
| (52,978) | - | (52,978) | (50,365) | - | (50,365) | (2,613) | ||
| Operating result | 43,580 | (2,405) | 41,175 | 14,490 | - | 14,490 | 26,685 | |
| 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 |
(14) | - | (14) | 23 | - | 23 | (37) | |
| Other income and expenses, impairment and revaluations of financial assets |
- | - | - | - | - | - | - | |
| Interest income and expenses | (4,374) | - | (4,374) | (3,697) | - | (3,697) | (677) | |
| Interest expenses on lease liabilities | (2,561) | - | (2,561) | (2,708) | - | (2,708) | 147 | |
| Other financial income and expenses | (44) | - | (44) | (355) | - | (355) | 311 | |
| Exchange gains and losses | 626 | - | 626 | (260) | - | (260) | 886 | |
| Gain (loss) on assets accounted at fair value |
(963) | - | (963) | 6 | - | 6 | (969) | |
| (7,330) | - | (7,330) | (6,991) | - | (6,991) | (339) | ||
| Profit (loss) before tax | 36,250 | (2,405) | 33,845 | 7,499 | - | 7,499 | 26,346 | |
| Current and deferred income tax | ||||||||
| Current tax | (12,970) | 645 | (12,325) | (5,249) | - | (5,249) | (7,076) | |
| Deferred tax | 1,777 | - | 1,777 | 2,821 | - | 2,821 | (1,044) | |
| (11,193) | 645 | (10,548) | (2,428) | - | (2,428) | (8,120) | ||
| Total net profit (loss) | 25,057 | (1,760) | 23,297 | 5,071 | - | 5,071 | 18,226 | |
| Net profit (loss) attributable to Minority interests |
24 | - | 24 | (72) | - | (72) | 96 | |
| Net profit (loss) attributable to the Group |
25,033 | (1,760) | 23,273 | 5,143 | - | 5,143 | 18,130 | |
| Earnings per share (€ per share) | Note 14 | First quarter 2021 | First quarter 2020 | |||||
| Earnings per share - Basic - Diluted |
0.10356 0.10241 |
0.02305 0.02272 |
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
| (€ thousands) | 03/31/2021 | 03/31/2020 |
|---|---|---|
| Net income (loss) for the period | 23,297 | 5,071 |
| Other comprehensive income (loss) that will not be reclassified subsequently to profit or loss: |
||
| Remeasurement of defined benefit plans | (63) | 691 |
| Tax effect on components of other comprehensive income that will not be reclassified subsequently to profit or loss |
21 | (218) |
| Total other comprehensive income (loss) that will not be reclassified subsequently to profit or loss after the tax effect (A) |
(42) | 473 |
| Other comprehensive income (loss) that will be reclassified subsequently to profit or loss | ||
| Gains/(losses) on cash flow hedging instruments | 359 | 5,354 |
| Gains/(losses) from Foreign Currency Basis Spread on hedging instruments | (78) | (64) |
| Gains/(losses) on exchange differences from translation of financial statements of foreign entities |
15,825 | (38,488) |
| Tax effect on components of other comprehensive income that will be reclassified subsequently to profit or loss |
19 | (1,270) |
| Total other comprehensive income (loss) that will be reclassified subsequently to profit or loss after the tax effect (B) |
16,125 | (34,468) |
| Total other comprehensive income (loss) (A)+(B) | 16,083 | (33,995) |
| Comprehensive income (loss) for the period | 39,380 | (28,924) |
| Attributable to the Group | 39,321 | (28,790) |
| Attributable to Minority interests | 59 | (134) |
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY
| Balance at 03/31/2020 | 4,528 | 202,712 | 934 | 3,636 | (28,302) | 33,694 |
|---|---|---|---|---|---|---|
| - Result of the period 2020 | ||||||
| - Translation differences | ||||||
| - Actuarial gains (losses) | ||||||
| - Hedge accounting | ||||||
| Total comprehensive income (loss) for the period | ||||||
| - Other | ||||||
| - Inflation accounting | ||||||
| - Stock Grant | 829 | (659) | ||||
| Other changes | 829 | (659) | ||||
| Notional cost of stock options and stock grants | (610) | |||||
| Dividend distribution | ||||||
| Treasury shares | ||||||
| Share capital increase | ||||||
| Allocation of profit (loss) for 2019 | ||||||
| Balance at 01/01/2020 | 4,528 | 202,712 | 934 | 3,636 | (29,131) | 34,963 |
| (€ thousands) | Share capital |
Share premium reserve |
Legal reserve |
Other reserves |
Treasury shares reserve |
Stock option and stock grant reserve |
| (€ thousands) | Share capital | Share premium reserve |
Legal reserve |
Other reserves |
Treasury shares reserve |
Stock option and stock grant reserve |
|---|---|---|---|---|---|---|
| Balance at 01/01/2021 | 4,528 | 202,712 | 934 | 3,636 | (14,281) | 34,780 |
| Allocation of profit (loss) for 2020 | ||||||
| Share capital increase | ||||||
| Treasury shares | (13,331) | |||||
| Dividend distribution | ||||||
| Notional cost of stock options and stock grants | 4,281 | |||||
| Other changes | 800 | (556) | ||||
| - Stock Grant | 800 | (556) | ||||
| - Inflation accounting | ||||||
| - Other | ||||||
| Total comprehensive income (loss) for the period |
||||||
| - Hedge accounting | ||||||
| - Actuarial gains (losses) | ||||||
| - Translation differences | ||||||
| - Result of the period 2020 | ||||||
| Allocation of profit (loss) as at 03/31/2021 | ||||||
| Balance at 03/31/2021 | 4,528 | 202,712 | 934 | 3,636 | (26,812) | 38,505 |
Interim Report as at 31 March 2021 > Consolidated Financial Statements
| Cash flow hedge reserve |
Foreign Curr. Basis Spread Reserve |
Actuarial gains and losses |
Retained earnings |
Translation differences |
Profit (loss) for the period |
Total Shareholders' equity |
Minority interests |
Total net equity |
|---|---|---|---|---|---|---|---|---|
| (5,462) | (748) | (11,048) | 432,925 | (46,944) | 108,666 | 695,031 | 1,084 | 696,115 |
| 108,666 | (108,666) | - | - | |||||
| - | - | |||||||
| - | - | |||||||
| - | - | |||||||
| (610) | (610) | |||||||
| (482) | (312) | (312) | ||||||
| (170) | - | - | ||||||
| - | - | |||||||
| (312) | (312) | (312) | ||||||
| 4,068 | (48) | 473 | (38,426) | 5,143 | (28,790) | (134) | (28,924) | |
| 4,068 | (48) | 4,020 | 4,020 | |||||
| 473 | 473 | 473 | ||||||
| (38,426) | (38,426) | (62) | (38,488) | |||||
| 5,143 | 5,143 | (72) | 5,071 | |||||
| (1,394) | (796) | (10,575) | 541,109 | (85,370) | 5,143 | 665,319 | 950 | 666,269 |
| Cash flow hedge reserve |
Foreign Curr. Basis Spread Reserve |
Actuarial gains and losses |
Retained earnings |
Translation differences |
Profit (loss) for the period |
Total Shareholders' equity |
Minority interests |
Total net equity |
|---|---|---|---|---|---|---|---|---|
| (2,893) | (1,122) | (9,783) | 547,482 | (66,114) | 101,004 | 800,883 | 985 | 801,868 |
| 101,004 | (101,004) | |||||||
| (13,331) | (13,331) | |||||||
| 4,281 | 4,281 | |||||||
| (1,112) | (868) | 5 | (863) | |||||
| (244) | ||||||||
| (867) | (867) | 5 | (862) | |||||
| 273 | (59) | (42) | 86 | 15,790 | 23,273 | 39,321 | 59 | 39,380 |
| 273 | (59) | 214 | 214 | |||||
| (42) | (42) | (42) | ||||||
| 86 | 86 | 86 | ||||||
| 15,790 | 15,790 | 35 | 15,825 | |||||
| 23,273 | 23,273 | 24 | 23,297 | |||||
| (2,620) | (1,181) | (9,825) | 647,460 | (50,324) | 23,273 | 830,286 | 1,049 | 831,335 |
STATEMENT OF CONSOLIDATED CASH FLOWS
| (€ thousands) | First quarter 2021 |
First quarter 2020 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net profit (loss) | 23,297 | 5,071 |
| Amortization, depreciation and impairment: | ||
| - intangible fixed assets | 17,525 | 15,204 |
| - tangible fixed assets | 11,715 | 11,656 |
| - right-of-use assets | 23,738 | 23,505 |
| - goodwill | - | - |
| Provisions, other non-monetary items and gain/losses from disposals | 3,132 | 2,420 |
| Group's share of the result of associated companies | 14 | (23) |
| Financial income and expenses | 7,315 | 7,014 |
| Current and deferred taxes | 10,549 | 2,428 |
| Cash flow from operating activities before change in working capital | 97,285 | 67,275 |
| Utilization of provisions | (2,924) | (2,748) |
| (Increase) decrease in inventories | (9,238) | (8,406) |
| Decrease (increase) in trade receivables | 6,017 | 51,869 |
| Increase (decrease) in trade payables | 11,172 | 12,324 |
| Changes in other receivables and other payables | 2,073 | (30,189) |
| Total change in assets and liabilities | 7,100 | 22,850 |
| Interest received (paid) | (8,918) | (5,264) |
| Taxes paid | (7,016) | (3,487) |
| Cash flow generated from (absorbed by) operating activities (A) | 88,451 | 81,374 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (7,549) | (8,726) |
| Purchase of tangible fixed assets | (8,213) | (9,077) |
| Consideration from sale of non-current assets | 929 | 1,330 |
| Cash flow generated from (absorbed by) operating investing activities (B) | (14,833) | (16,473) |
| Purchase of subsidiaries and business units | (35,228) | (44,519) |
| Increase (decrease) in payables for business acquisitions | 2,305 | 5,160 |
| (Purchase) sale of other investments and securities | 2,878 | - |
| Cash flow generated from (absorbed by) acquisition activities (C) | (30,045) | (39,359) |
| Cash flow generated from (absorbed by) investing activities (B+C) | (44,878) | (55,832) |
| FINANCING ACTIVITIES: | ||
| Increase (decrease) in financial payables | (4,999) | 132,529 |
| (Increase) decrease in financial receivables | 9,146 | - |
| Commissions paid for medium/long-term financing | - | (5,043) |
| Principal portion of lease payments | (22,950) | (20,123) |
| Other non-current assets and liabilities | 165 | 134 |
| Treasury shares | (13,331) | - |
| Capital increases, third parties' contributions and dividends paid by subsidiaries to third parties |
5 | - |
| Cash flow generated from (absorbed by) financing activities (D) | (31,964) | 107,497 |
| Net increase in cash and cash equivalents (A+B+C+D) | 11,609 | 133,039 |
Interim Report as at 31 March 2021 > Consolidated Financial Statements
| (€ thousands) | First quarter 2021 |
First quarter 2020 |
|---|---|---|
| Cash and cash equivalents at beginning of period | 545,027 | 138,371 |
| Effect of exchange rate fluctuations on cash & cash equivalents | 1,041 | (2,052) |
| Liquid assets acquired | - | 2,774 |
| Flows of cash and cash equivalents | 11,609 | 133,039 |
| Cash and cash equivalents at end of period | 557,677 | 272,132 |
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.
SUPPLEMENTARY INFORMATION TO THE STATEMENT OF CONSOLIDATED CASH FLOWS
The fair value of the assets and liabilities acquired are summarized in the following table:
| - Goodwill | First quarter 2021 |
First quarter 2020 |
|---|---|---|
| - Customer lists | 25,556 | 35,957 |
| - Trademarks and non-competition agreements | 11,266 | 5,477 |
| - Other intangible fixed assets | - | 5,110 |
| - Tangible fixed assets | 300 | 370 |
| - Right-of-use assets | 3,084 | 2,200 |
| - Current assets | 4,049 | 4,741 |
| - Provisions for risks and charges | 4,532 | 4,680 |
| - Current liabilities | (1,043) | (742) |
| - Other non-current assets and liabilities | (7,390) | (6,537) |
| - Minority interests | (5,513) | (6,712) |
| Total investments | 34,841 | 44,544 |
| Net financial debt acquired | 1,789 | (25) |
| Total business combinations | 36,630 | 44,519 |
| (Increase) decrease in payables through business acquisition | (2,305) | (5,160) |
| Purchase (sale) of other investments and securities | (2,878) | - |
| Cash flow absorbed by (generated from) acquisitions | 31,447 | 39,359 |
| (Cash and cash equivalents acquired) | (1,402) | (2,774) |
| Net cash flow absorbed by (generated from) acquisitions | 30,045 | 36,585 |
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 Via Ripamonti 133, Milan, Italy. The Group is controlled directly by Ampliter S.r.l. (42.23% of the share capital as at 31 March 2021), held 100% by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.
The condensed interim consolidated financial statements at 31 March 2021 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 31 March 2021. The International Accounting Standards endorsed after that date and before the preparation of these condensed interim consolidated financial statements are adopted in the preparation of the condensed interim consolidated financial statements only if early adoption is allowed by the Endorsing Regulation and the standard itself and if the Group has elected to do so.
The condensed interim consolidated financial statements at 31 March 2021 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 2020.
The publication of the condensed interim consolidated financial statements of the Amplifon Group at 31 March 2021 was authorized by a resolution of the Board of Directors of 29 April 2021 which approved their publication.
Pursuant to the Consob Communication of 28 July 2006, it is specified that during the first three months of 2021 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
Despite the still ongoing restrictive measures across several countries and the retail hearing care market still impacted by the Covid-19 outbreak, the Company expects the market to gradually normalize throughout the year as Covid-19 vaccines are administered and restrictive measures are subsequently lifted.
In the first quarter of 2021 the performance was extremely positive across all the geographic regions, confirming the resilience of the business and the strong competitive positioning, thanks also to the effectiveness of the actions taken since the inception of the Covid-19 crisis.
The Group continued to benefit, albeit to a very small degree, from the contributions and aid made available by the different governmental authorities and the lease concessions and, conversely, continued to incur a series of expenses attributable directly to the health crisis.
The impact on the income statement and cash flow by type of benefit/expense is shown below.
| Covid-19 Impact Q1 2021 | ||
|---|---|---|
| (€ thousands) | Profit & Loss | Cash Flows |
| CONTRIBUTIONS RECEIVED/COSTS INCURRED | ||
| Subsidies received from the governmental authorities and other public entities |
864 | 3,919 |
| For the cost of labor | 271 | 1,866 |
| Other business assistance | 200 | - |
| Tax credits, other exemptions and delays in tax payments and pension contributions |
393 | 2,053 |
| Lease concessions received from landlords | 76 | (614) |
| Costs tied directly to the crisis | (380) | (213) |
| Costs of personal protective equipment | (287) | (124) |
| Costs incurred to sanitize offices and stores | (17) | (15) |
| Costs incurred for consultancies (virologists and other experts, smart working, social plans) |
(3) | (63) |
| Costs for advertising and communication targeting customers | (62) | - |
| Logistics | (11) | (11) |
3. Acquisitions and goodwill
The Group's external growth continued in the first three months of 2021 with a series of acquisitions designed to increase coverage: more in detail, 107 points of sale were purchased in EMEA and 6 in Americas.
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 €35,228 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 12/31/2020 |
Business combinations |
Disposals | Impairment | Other net changes | Net carrying value at 03/31/2021 |
|---|---|---|---|---|---|---|
| EMEA | 856,130 | 25,343 | (572) | - | (34) | 880,867 |
| AMERICAS | 147,528 | 213 | - | - | 5,577 | 153,318 |
| APAC | 277,951 | - | - | - | 8,910 | 286,861 |
| Total | 1,281,609 | 25,556 | (572) | - | 14,453 | 1,321,046 |
"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.
"Other net changes" refers almost entirely to foreign exchange differences.
4. Intangible assets
The following table shows the changes in intangible assets.
| (€ thousands) | Historical cost at 12/31/2020 |
Accumulated amortization and write downs at 12/31/2020 |
Net book value at 12/31/2020 |
Historical cost at 03/31/2021 |
Accumulated amortization and write downs at 03/31/2021 |
Net book value at 03/31/2021 |
|---|---|---|---|---|---|---|
| Software | 180,253 | (118,676) | 61,577 | 192,970 | (125,002) | 67,968 |
| Licenses | 22,638 | (18,172) | 4,466 | 22,730 | (19,062) | 3,668 |
| Non-competition agreements | 10,451 | (7,376) | 3,075 | 11,567 | (7,989) | 3,578 |
| Customer lists | 391,110 | (191,905) | 199,205 | 405,944 | (201,831) | 204,113 |
| Trademarks and concessions | 86,668 | (29,755) | 56,913 | 87,403 | (31,648) | 55,755 |
| Other | 27,343 | (12,025) | 15,318 | 27,926 | (13,495) | 14,431 |
| Fixed assets in progress and advances |
20,631 | - | 20,631 | 15,984 | - | 15,984 |
| Total | 739,094 | (377,909) | 361,185 | 764,524 | (399,027) | 365,497 |
Interim Report as at 31 March 2021 > Consolidated Financial Statements
| (€ thousands) | Net book value at 12/31/2020 |
Investments | Disposals | Amortization | Business combinations |
Impairment | Other net changes |
Net book value at 03/31/2021 |
|---|---|---|---|---|---|---|---|---|
| Software | 61,577 | 1,573 | (628) | (5,545) | 140 | - | 10,851 | 67,968 |
| Licenses | 4,466 | 20 | - | (876) | 19 | - | 39 | 3,668 |
| Non-competition agreements |
3,075 | 464 | - | (461) | - | - | 500 | 3,578 |
| Customer lists | 199,205 | - | 8 | (7,718) | 11,266 | (225) | 1,577 | 204,113 |
| Trademarks and concessions |
56,913 | - | - | (1,482) | - | - | 324 | 55,755 |
| Other | 15,318 | (37) | (12) | (1,210) | 141 | (8) | 239 | 14,431 |
| Fixed assets in progress and advances |
20,631 | 5,529 | 17 | - | - | - | (10,193) | 15,984 |
| Total | 361,185 | 7,549 | (615) | (17,292) | 11,566 | (233) | 3,337 | 365,497 |
The change in "Business combinations" comprises:
- for €11,312 thousand, the temporary allocation of the price paid for acquisitions made in EMEA during the period;
- for €254 thousand, the temporary allocation of the price paid for acquisitions made in the Americas during the period.
The increase in intangible fixed assets recorded in the reporting period is mainly attributable to investments in information technology with regard to both operating and back office processes with the implementation of a new ERP system based on the new cloud technology, which will gradually be used by the whole Group (to the benefit of HR, Procurement and Administration and Finance functions) and the use of advanced business intelligence technologies, as well as in operations and the gradual roll-out of the Amplifon Product Experience (which has redefined Amplifon's entire customer journey) which called for investments in technological infrastructure and store systems.
The item "Other net changes" is explained almost entirely by foreign exchange differences and the reclassification of work in progress completed in the period.
5. Tangible fixed assets
The following table shows the changes in tangible fixed assets.
| (€ thousands) | Historical cost at 12/31/2020 |
Accumulated amortization and write downs at 12/31/2020 |
Net book value at 12/31/2020 |
Historical cost at 03/31/2021 |
Accumulated amortization and write downs at 03/31/2021 |
Net book value at 03/31/2021 |
|---|---|---|---|---|---|---|
| Land | 205 | - | 205 | 203 | - | 203 |
| Buildings, constructions and leasehold improvements |
267,451 | (180,675) | 86,776 | 272,037 | (186,062) | 85,975 |
| Plant and machines | 58,805 | (42,985) | 15,820 | 60,687 | (44,641) | 16,046 |
| Industrial and commercial equipment |
51,429 | (40,054) | 11,375 | 53,166 | (41,582) | 11,584 |
| Motor vehicles | 2,439 | (2,108) | 331 | 2,449 | (2,086) | 363 |
| Computers and office machinery |
65,385 | (52,248) | 13,137 | 66,583 | (52,754) | 13,829 |
| Furniture and fittings | 109,800 | (77,178) | 32,622 | 111,014 | (79,158) | 31,856 |
| Other tangible fixed assets | 3,213 | (1,086) | 2,127 | 3,212 | (1,163) | 2,049 |
| Fixed assets in progress and advances |
15,223 | - | 15,223 | 15,957 | - | 15,957 |
| Total | 573,950 | (396,334) | 177,616 | 585,308 | (407,446) | 177,862 |
| (€ thousands) | Net book value at 12/31/2020 |
Investments | Disposals | Amortization | Business combinations |
Impairment | Other net changes |
Net book value at 03/31/2021 |
|---|---|---|---|---|---|---|---|---|
| Land | 205 | - | - | - | - | - | (2) | 203 |
| Buildings, constructions and leasehold improvements |
86,776 | 1,931 | (448) | (5,753) | 2,095 | (152) | 1,526 | 85,975 |
| Plant and machines | 15,820 | 674 | - | (985) | 303 | (48) | 282 | 16,046 |
| Industrial and commercial equipment |
11,375 | 358 | (6) | (763) | 191 | (1) | 430 | 11,584 |
| Motor vehicles | 331 | 95 | (12) | (31) | 60 | (14) | (66) | 363 |
| Computers and office machinery |
13,137 | 1,054 | (1) | (1,853) | 21 | (3) | 1,474 | 13,829 |
| Furniture and fittings | 32,622 | 512 | (0) | (1,979) | 377 | (37) | 361 | 31,856 |
| Other tangible fixed assets | 2,127 | 11 | (3) | (96) | 7 | (0) | 3 | 2,049 |
| Fixed assets in progress and advances |
15,223 | 3,578 | (122) | - | 30 | - | (2,752) | 15,957 |
| Total | 177,616 | 8,213 | (592) | (11,460) | 3,084 | (255) | 1,256 | 177,862 |
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:
- for €3,053 thousand, the temporary allocation of the price paid for acquisitions made in EMEA during the period;
- for €30 thousand, the temporary allocation of the price paid for acquisitions made in the Americas during the period;
The item "Other net changes" is explained almost entirely by foreign exchange differences and the allocation of work in progress completed in the period.
6. Right-of-use assets
Right-of-use assets are reported here below:
| (€ thousands) | Historical cost at 12/31/2020 |
Accumulated amortization and write downs at 12/31/2020 |
Net book value at 12/31/2020 |
Historical cost at 03/31/2021 |
Accumulated amortization and write downs at 03/31/2021 |
Net book value at 03/31/2021 |
|---|---|---|---|---|---|---|
| Shops and offices | 559,664 | (160,341) | 399,323 | 582,171 | (179,140) | 403,031 |
| Motor vehicles | 19,142 | (9,511) | 9,631 | 19,907 | (9,700) | 10,207 |
| Electronic machinery | 687 | (303) | 384 | 694 | (343) | 351 |
| Total | 579,493 | (170,155) | 409,338 | 602,772 | (189,183) | 413,589 |
| (€ thousands) | Net book value at 12/31/2020 |
Increase | Decrease | Amortization | Business combinations |
Impairment | Other net changes |
Net book value at 03/31/2021 |
|---|---|---|---|---|---|---|---|---|
| Shops and offices | 399,323 | 22,179 | (1,935) | (21,850) | 3,826 | (553) | 2,041 | 403,031 |
| Motor vehicles | 9,631 | 1,623 | (111) | (1,296) | 223 | - | 137 | 10,207 |
| Electronic machinery | 384 | - | - | (39) | - | - | 6 | 351 |
| Total | 409,338 | 23,802 | (2,046) | (23,185) | 4,049 | (553) | 2,184 | 413,589 |
The change in "Business combinations" comprises the temporary allocation of the price paid for acquisitions made in EMEA during the period.
The item "Other net changes" is explained almost entirely by foreign exchange differences occurred in the period.
At 31 March 2021 the share capital comprised 226,388,620 ordinary shares with a par value of €0.02 fully paid in and subscribed, unchanged with respect to 31 December 2020.
A total of 58,700 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.
During the reporting period 420,000 treasury shares were purchased as per the buyback program approved by the shareholders during the Annual General Meeting held on 24 April 2020.
A total of 1,963,946 treasury shares, or 0.868% of the parent's share capital, were held at 31 March 2021.
Information relating to the treasury shares held is shown below.
| Average purchase price (Euro) | Total amount | |||
|---|---|---|---|---|
| N. of shares | FV of transferred rights (Euro) | (€ thousands) | ||
| Held at 12/31/2020 | 1,602,646 | 8.911 | 14,281 | |
| Purchases | 420,000 | 31.741 | 13,331 | |
| Transfers due to exercise of performance stock grants | (58,700) | 13.652 | (800) | |
| Held at 03/31/2021 | 1,963,946 | 13.652 | 26,812 |
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 31 March 2021 was as follows:
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change |
|---|---|---|---|
| Cash | (557,677) | (545,027) | (12,650) |
| Short term investments | - | (8,980) | 8,980 |
| Total Cash and Cash Equivalents | (557,677) | (554,007) | (3,670) |
| Bank overdraft and other Bank short-term loans from third parties (including current portion of medium/long-term debt) |
102,584 | 71,370 | 31,214 |
| Total current bank borrowings | 102,584 | 71,370 | 31,214 |
| Payables for business acquisitions | 13,411 | 6,693 | 6,718 |
| Financial accruals and deferred income | 4,123 | 6,231 | (2,108) |
| Hedging derivatives | 1,074 | 112 | 962 |
| Total other current financial payables | 18,608 | 13,036 | 5,572 |
| Current financial indebtedness | 121,192 | 84,406 | 36,786 |
| Short-term financial position | (436,485) | (469,601) | 33,116 |
| Non-current portion of bank borrowings | 598,026 | 635,633 | (37,607) |
| Total non-current portion of bank borrowings | 598,026 | 635,633 | (37,607) |
| Eurobond 2020-2027 | 350,000 | 350,000 | - |
| Private placement 2013-2025 | 93,817 | 89,642 | 4,175 |
| Total Bonds | 443,817 | 439,642 | 4,175 |
| Non-current hedging derivatives | (8,446) | (4,272) | (4,174) |
| Non-current payables for business acquisitions | 28,513 | 32,262 | (3,749) |
| Total other non-current financial payables | 20,067 | 27,990 | (7,923) |
| Non-current financial indebtedness | 1,061,910 | 1,103,265 | (41,355) |
| Net financial indebtedness | 625,425 | 633,664 | (8,239) |
| Lease Liability – current portion | 88,648 | 85,430 | 3,218 |
| Lease Liability – non-current portion | 339,103 | 337,350 | 1,753 |
| Lease liabilities | 427,751 | 422,780 | 4,971 |
| Total lease liabilities & net financial indebtedness | 1,053,176 | 1,056,444 | (3,268) |
The medium/long-term portion of the net financial position, excluding the lease liabilities, reached €1,061,910 thousand at March 31st, 2021 compared to €1,103,265 thousand at 31 December 2020, a difference of €41,355 thousand. The decrease in the period relates primarily to a reclass from non-current to current borrowings.
The short-term portion of the net financial position, excluding the lease liabilities, decreased €33,116 thousand, going from €469,601 thousand at 31 December 2020 to €436,485 thousand at 31 March 2021. The short-term portion refers primarily to short-term portion of the syndicated loan used for the GAES acquisition (€39,750 thousand), the short-term portion of other long-term bank loans (€59,712 thousand), the interest payable on private placement (€715 thousand) and on the Eurobond (€525 thousand), the interest payable on other bank loans and finally the best estimate of the deferred payments for acquisitions (€13,411 thousand) as well as cash and cash equivalents (€557,677 thousand).
In order to reconcile the above items with the statement of financial position, a breakdown of certain items is provided below.
Bank loans, the Eurobond 2020-2027 and the private placement 2013-2025 are shown in the primary statement of financial position:
a. under the caption "Medium/long-term financial liabilities" for the non-current portion.
| (€ thousands) | 03/31/2021 |
|---|---|
| Eurobond 2020-2027 | 350,000 |
| Private placement 2013-2025 | 93,817 |
| Syndicated loan for GAES acquisition | 159,000 |
| Other medium/long-term bank loans | 439,026 |
| Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for GAES acquisition |
(5,615) |
| Medium/long-term financial liabilities | 1,036,228 |
b. under the caption "Short-term financial liabilities" for the current portion.
| (€ thousands) | 03/31/2021 |
|---|---|
| Bank overdraft and other short-term debt (including current portion of other long-term debt) | 102,584 |
| Financial accrued expenses and deferred income | 4,154 |
| Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for GAES acquisition |
(1,947) |
| Short-term financial liabilities | 104,791 |
All the other items in the net financial indebtedness table correspond to items in the statement of financial position.
9. Financial liabilities
Financial liabilities breakdown is as follows:
| (€ thousands) | 03/31/2021 | 12/31/2020 | Change |
|---|---|---|---|
| Eurobond 2020-2027 | 350,000 | 350,000 | - |
| Private placement 2013-2025 | 93,817 | 89,642 | 4,175 |
| Syndicated loan for GAES acquisition | 159,000 | 159,000 | - |
| Other medium long-term bank loans | 439,026 | 476,633 | (37,607) |
| Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition |
(5,615) | (5,954) | 339 |
| Total medium/long-term financial liabilities | 1,036,228 | 1,069,321 | (33,093) |
| Short term debt | 104,791 | 75,615 | 29,176 |
| - of which current portion for the financing for GAES acquisition | 39,750 | 39,750 | - |
| - of which current portion for the private placement 2013-2025 | 59,712 | 25,964 | 33,748 |
| - of which current portion of other short-term bank loans | (1,947) | (1,987) | 40 |
| - of which fees for bank loans, private placement 2013-2025 and syndicated loan for GAES acquisition |
104,791 | 75,615 | 29,176 |
| Total short-term financial liabilities | 1,141,019 | 1,144,936 | (3,917) |
The main financial liabilities are detailed below.
- Eurobond 2020-2027
This is a €350,000 thousand 7-year nonconvertible bond with a fixed annual coupon of 1.125% that is listed on the Luxembourg Stock Exchange's unregulated market.
| Issue Date | Debtor | Maturity | Nominal value (€/000) |
Fair Value (€/000) |
Nominal interest rate (*) |
Euro interest rate after hedging |
|---|---|---|---|---|---|---|
| 02/13/2020 | Amplifon S.p.A. | 02/13/2027 | 350,000 | 351,004 | 1.125% | N/A |
| Total in Euro | 350,000 | 351,004 |
(*) The nominal interest rate is equal to the mid swap plus a spread.
- Private placement 2013-2025
It is a USD 130 million private placement made in the US by Amplifon USA.
| Issue Date | Debtor | Maturity | Currency | Nominal value (€/000) |
Outstanding debt (€/000 |
Fair Value (€/000) |
Nominal interest rate (*) |
Euro interest rate after hedging (**) |
|---|---|---|---|---|---|---|---|---|
| 05/30/2013 | Amplifon USA | 07/31/2023 | USD | 8,000 | 8,000 | 8,826 | 4.46% | 3.90% |
| 07/31/2013 | Amplifon USA | 07/31/2023 | USD | 52,000 | 52,000 | 57,437 | 4.51% | 3.90%-3.94% |
| 07/31/2013 | Amplifon USA | 07/31/2025 | USD | 50,000 | 50,000 | 56,211 | 4.66% | 4.00%-4.05% |
| Total | 110,000 | 110,000 | 122,474 |
(*) The rate shown is the nominal rate in USD at the issue date;
(**) 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 €85,371 thousand.
- 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 (**) |
|---|---|---|---|---|---|---|---|
| 12/18/2018 | Amplifon S.p.A. | 09/28/2023 | 265,000 | 198,750 | 202,234 | 0.427% | 1.082% |
| Total in Euro | 265,000 | 198,750 | 202,234 |
(*) 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:
| Ratio between net financial position and Group EBITDA | |
|---|---|
| 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 rate, calculated based on the Group net debt/EBITDA ratio, is applicable starting from the interest period following the one when the rate was determined and is revisited each year at 30 June and 30 December. A rate of 0.95% was applied to Facility A at 31 March 2021.
- Bank loans
These are the main bilateral and pooled loans which are detailed below:
| Issue Date | Issuer | Type | Maturity | Face Value (€/000) |
Outstandi ng debt (€/000) |
Fair value (€/000) |
Nominal interest rate in Euro (*) |
Interest rate after hedging (**) |
Issue Date |
|---|---|---|---|---|---|---|---|---|---|
| 01/11/2018 | Amplifon S.p.A. |
Amortizing | 01/11/2022 | 20,000 | 6,668 | 6,696 | 0.176% | 6,668 | 1.040% |
| 04/30/2020 | Amplifon S.p.A. |
Amortizing | 04/30/2023 | 30,000 | 30,000 | 30,342 | 0.588% | ||
| 04/07/2020 | Amplifon S.p.A. |
Bullet | 03/22/2024 | 60,000 | 60,000 | 61,082 | 1.031% | 30,000 | 1.559% |
| 04/06/2020 | Amplifon S.p.A. |
Amortizing | 04/06/2025 | 50,000 | 50,000 | 51,637 | 0.704% | 50,000 | 1.012% |
| 04/07/2020 | Amplifon S.p.A. |
Amortizing | 04/07/2025 | 150,000 | 150,000 | 155,972 | 0.762% | 100,000 | 1.17% |
| 04/28/2020 | Amplifon S.p.A. |
Amortizing | 04/28/2025 | 50,000 | 50,000 | 50,897 | 0.535% | 50,000 | 1.530% |
| 04/29/2020 | Amplifon S.p.A. |
Amortizing | 04/29/2025 | 78,000 | 78,000 | 81,448 | 1.143% | 54,600 | 1.540% |
| 04/23/2020 | Amplifon S.p.A. |
Amortizing | 06/30/2025 | 35,000 | 35,000 | 36,328 | 0.577% | 35,000 | 0.990% |
| 05/13/2020 | Amplifon France SAS |
Bullet | 05/13/2021 | 30,000 | 30,000 | 30,000 | 0.500% | ||
| 08/03/2020 | Amplifon S.p.A. |
Amortizing | 06/30/2025 | 10,000 | 8,533 | 8,618 | 1.050% | ||
| Total | 513,000 | 498,201 | 513,020 | 326,268 |
(*) 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.
The following loans:
- the USD 110 million private placement 2013-2025 (equal to €85.4 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885);
- the EUR 305 million medium/long-term bilateral loans with top-tier banking institutions;
- the EUR 230 million in irrevocable credit lines with top-tier banking institutions;
- are subject to the covenants listed below:
- the ratio of Group net financial indebtedness to Group shareholders' equity must not exceed 1.65;
- the ratio of net financial indebtedness to EBITDA recorded in the last four quarters (determined 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 not 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 31 March 2021, along with a €50 million bank loan expiring in 2025 and a €15 million irrevocable revolving credit facility are subject to the following covenants:
- the ratio of net financial indebtedness excluding lease liabilities to EBITDA 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 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) and net interest paid in the last 4 quarters must exceed 4.9. As this last covenant was granted in favor of the lender, it is also applied to the private placement.
Bank loans amounting to €113 million expiring in 2025 and a revolving credit facility of €15 million are subject to the following covenants:
- the net indebtedness excluding lease liabilities/equity ratio must not exceed 1.65;
- the net indebtedness excluding lease liabilities/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.
In the event of relevant acquisitions, the above ratios may be increased to 2.20 and 3.26, respectively, for a period of not more than 12 months, 2 times over the life of the respective loans.
As at 31 March 2021 these ratios were as follows:
| Value as at | |
|---|---|
| 03/31/2021 | |
| Net financial indebtedness/Group net equity | 0.75 |
| Net financial position/EBITDA for the last 4 quarters | 1.44 |
| EBITDA for the last 4 quarters/Net financial expenses | 24.51 |
The above-mentioned ratios were determined based on an EBITDA which was restated, in order to reflect the main changes in the Group structure.
| (€ thousands) | Value as at 03/31/2021 |
|---|---|
| Group EBITDA first quarter 2020 | 94,153 |
| EBITDA April-December 2019 | 306,113 |
| Fair value of stock grant assignment | 21,269 |
| EBITDA normalized (from acquisitions and disposals) | 9,587 |
| Acquisitions and non-recurring costs | 3,493 |
| EBITDA for the covenant calculation | 434,615 |
The same agreements are also subject to other covenants applied in 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
The lease liabilities stem from long-term leases and rental agreements. These liabilities are equal to the present value of future installments payable over the lease term.
The liabilities for finance leases are shown in the statement of financial position as follows:
| 03/31/2021 | 12/31/2020 | Change | |
|---|---|---|---|
| Short term lease liabilities | 88,648 | 85,430 | 3,218 |
| Long term lease liabilities | 339,103 | 337,350 | 1,753 |
| Total lease liabilities | 427,751 | 422,780 | 4,971 |
The following charges were recognized in the income statement during the reporting period:
| 03/31/2021 | |
|---|---|
| Interest charges on leased assets | (2,561) |
| Right-of-use depreciation | (23,185) |
| Costs for short-term leases and leases for low value assets | (2,580) |
11. Revenues from Sales and Services
| (€ thousands) | First quarter 2021 | First quarter 2020 | Change |
|---|---|---|---|
| Revenues from sale of products | 382,289 | 314,438 | 67,851 |
| Revenues from services | 58,613 | 49,038 | 9,575 |
| Total revenues from sales and services | 440,902 | 363,476 | 77,426 |
Consolidated revenues from sales and services amounted to €440,902 thousand in the first three months of 2021, an increase of €77,426 thousand (+21.3%) at current exchange rates compared to the same period of the prior year which, given the severe impact of the Covid-19 pandemic in March, cannot be considered a viable comparison period. Compared to the first quarter of 2019, a fully comparable period, there was an increase of €48,929 thousand (+12.5%), of which €33,042 thousand (+8.4%) attributable to organic growth.
12. Operating costs, depreciation and impairment, financial income-expenses and taxes
Operating costs amounted to €349,425 thousand in the first quarter of 2021 (€299,902 thousand in the first quarter of 2020). Compared to the first quarter of 2019, a fully comparable period, the operating costs were €14,857 thousand lower (-4.7%). This result was achieved thanks to the greater operating efficiency and increased productivity stemming from the actions taken in 2020 in response to the Covid-19 crisis.
"Amortization, depreciation and impairment" amounted to €52,978 thousand, basically in line with 31 March 2020 (€50,365 thousand).
"Financial income, expenses and value adjustments of financial assets" came to €7,330 thousand in the first quarter of 2021, higher than the €6,991 thousand recorded in the first three months of 2020.
Current and deferred tax amounted to €10,548 thousand in the first quarter of 2021, higher with respect to the €8,120 thousand recorded in the first three months of 2020 (+€2,428 thousand). The tax rate was 31.2% in the reporting period versus 32.4% at 31 March 2020.
13. Non-recurring significant events
The first quarter of 2021 was impacted by the following non-recurring items:
| (€ thousands) | First quarter 2021 | First quarter 2020 | |
|---|---|---|---|
| GAES integration costs | (1,439) | - | |
| Operating costs | Amplifon S.p.A restructuring cost (*) | (966) | - |
| Profit before tax | (2,405) | - | |
| Tax | Impact of the above items on the tax burden for the period | 645 | - |
| Total | (1,760) | - |
(*) On 3 March 2021 the Board of Directors definitively approved the project to redefine the corporate structure of Amplifon S.p.A. (which currently acts as both the parent company and the Italian operating company). The main goal of this project is to render the Group's structure consistent with the changes in its organizational structure and multinational nature. Amplifon S.p.A., subsequently, will be responsible for the definition and development of the strategic direction and coordination of the entire group, while the Italian market operations will be run by a dedicated company. The transaction will be done through the contribution in kind of the operations pertaining to the Italian market to a newly formed wholly-owned subsidiary as consideration for the capital increase reserved for Amplifon S.p.A., effective as of 1 May 2021.
14. Earnings (loss) per share
Basic Earnings (loss) per share
Basic earnings (loss) per share is obtained by dividing the net profit for the year attributable to the ordinary shareholders of the parent company by the weighted average number of shares outstanding in the year, considering purchases and disposals of own shares as cancellations and issues of shares.
Earnings per share are determined as follows:
| Earnings per share | First quarter 2021 | First quarter 2020 |
|---|---|---|
| Net profit (loss) attributable to ordinary shareholders (€ thousand) | 23,273 | 5,143 |
| Average number of shares outstanding in the period | 224,737,160 | 223,162,287 |
| Average earnings per share (€ per share) | 0.10356 | 0.02305 |
Diluted earnings (loss) per share
Diluted earnings (loss) per share is obtained by dividing the net profit for the period attributable to the ordinary shareholders of the parent by the weighted average number of shares outstanding during the year adjusted by the diluting effects of potential shares. In the calculation of shares outstanding, purchases and sales of treasury shares are considered as cancellation or issue of shares.
The potential ordinary share categories refer to the possible conversion of Group employees' stock options and stock grants' attribution. The computation of the average number of outstanding potential shares is based on the average fair value of shares for the period; stock options and stock grants are excluded from the calculation since they have anti-diluting effects.
| Weighted average diluted number of shares outstanding | First quarter 2021 | First quarter 2020 |
|---|---|---|
| Average number of shares outstanding in the period | 224,737,160 | 223,162,287 |
| Weighted average of potential and diluting ordinary shares | 2,516,474 | 3,197,963 |
| Weighted average of shares potentially subject to options in the period | 227,253,634 | 226,360,250 |
The diluted earnings per share were determined as follows:
| Diluted earnings per share | First quarter 2021 | First quarter 2020 |
|---|---|---|
| Net profit attributable to ordinary shareholders (€ thousand) | 23,273 | 5,143 |
| Average number of shares outstanding in the period | 227,253,634 | 226,360,250 |
| Average diluted earnings per share (€) | 0.10241 | 0.02272 |
15. Transactions with parent companies and related parties
The parent company, Amplifon S.p.A. is based in Via Ripamonti 133, Milan, Italy. The Group is controlled directly by Ampliter S.r.l. (42.2% of the share capital and 59.2% of the voting rights), held 100% by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.
The transactions with related parties, including intercompany transactions, do not qualify as atypical or unusual, and fall within the Group's normal course of business and are conducted at arm's-length as dictated by the nature of the goods and services provided.
The following table details transactions with related parties:
| (€ thousands) | 03/31/2021 | Q1 2021 | |||||
|---|---|---|---|---|---|---|---|
| Trade receivables |
Trade payable |
Other receivables |
Altre attività |
Trade receivables |
Trade payable |
Other receivables |
|
| Amplifin S.p.A. | 18 | - | 1,281 | - | - | - | 7 |
| Total – Parent | 18 | - | 1,281 | - | - | - | 7 |
| Comfoor BV (Olanda) | 7 | 130 | - | - | 17 | (431) | - |
| Comfoor GmbH (Germania) | - | 1 | - | - | - | (8) | - |
| Ruti Levinson Institute Ltd (Israele) | 175 | - | - | - | 38 | - | - |
| Afik - Test Diagnosis & Hearing Aids Ltd (Israele) |
- | 45 | - | 22 | 113 | - | - |
| Total – Other related parties | 182 | 176 | - | 22 | 168 | (439) | - |
| Total | 200 | 176 | 1,281 | 22 | 168 | (439) | 7 |
| Total as per financial statements | 167,492 | 194,845 | 70,619 | 59,520 | 440,902 | (349,425) | (4,375) |
| % of financial statements total | 0.12% | 0.09% | 1.81% | 0.04% | 0.04% | 0.13% | -0.16% |
The trade and other receivables, revenues from sales and services and other income with related parties refer primarily to:
- the recovery of maintenance costs and building fees from Amplifin S.p.A.
- the receivables due by Amplifin S.p.A. for the renovation of the headquarters based on modern and efficient standards for the use of workspaces;
- the trade receivables due by associates (mainly in Israel) which act as resellers and to which the Group supplies hearing aids.
The trade payables and operating costs refer primarily to commercial transactions with Comfoor BV and Comfoor GmbH and to joint ventures from which hearing protection devices are purchased and then distributed in Group stores.
With the application of IFRS 16, the lease for 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 €450 thousand, interest on leases for €89 thousand and lease liabilities of €16,399 thousand.
16. Contingent liabilities
Currently the Group is not exposed to any particular risks or uncertainties with the exception of the usual periodic tax audits, which are currently underway in two countries of the Group. These audits are presently in the preliminary phase and no findings have been reported so far.
17. Financial risk management
As this condensed consolidated interim financial report does not include all the additional information required to be included in the Annual Report relating to the management of financial risk, for a detailed analysis of financial risk management reference should be made to the Group's 2020 Annual Report.
18. Translation of foreign companies' financial statements
The exchange rates used to translate non-Euro zone companies' financial statements are as follows:
| 31 March 2021 | 2020 | 31 March 2020 | ||||
|---|---|---|---|---|---|---|
| Average exchange rate |
As at 31 March |
As at 31 December |
Average exchange rate |
As at 31 March |
||
| Panamanian balboa | 1.2048 | 1.1725 | 1.1234 | 1.1027 | 1.0956 | |
| Australian dollar | 1.5597 | 1.5412 | 1.5995 | 1.6791 | 1.7967 | |
| Canadian dollar | 1.5258 | 1.4782 | 1.4598 | 1.4819 | 1.5617 | |
| New Zealand dollar | 1.6767 | 1.6769 | 1.6653 | 1.7394 | 1.8417 | |
| Singapore dollar | 1.6054 | 1.5768 | 1.5111 | 1.5281 | 1.5633 | |
| US dollar | 1.2048 | 1.1725 | 1.1234 | 1.1027 | 1.0956 | |
| Hungarian florin | 361.21 | 363.27 | 330.53 | 339.137 | 360.02 | |
| Swiss franc | 1.0913 | 1.107 | 1.0854 | 1.0668 | 1.0585 | |
| Egyptian lira | 18.913 | 18.434 | 18.0192 | 17.3834 | 17.2687 | |
| New Israeli shekel | 3.9410 | 3.9178 | 3.8845 | 3.8605 | 3.9018 | |
| Argentine peso | 107.8145(*) | 107.8145 | 67.2749 | 70.5388 (*) | 70.5388 | |
| Chilean peso | 872.41 | 854.90 | 844.86 | 886.05 | 936.17 | |
| Colombian peso | 4,285.67 | 4,372.05 | 3,688.66 | 3,903.30 | 4,451.64 | |
| Mexican peso | 24.5272 | 24.0506 | 21.2202 | 22.0918 | 26.1772 | |
| Brazilian real | 6.599 | 6.7409 | 4.5157 | 4.9167 | 5.7001 | |
| Chinese renminbi | 7.808 | 7.6812 | 7.8205 | 7.6956 | 7.7784 | |
| Indian rupee | 87.8484 | 85.813 | 80.187 | 79.9096 | 82.8985 | |
| British pound | 0.8739 | 0.8521 | 0.8508 | 0.86225 | 0.88643 | |
| Polish zloty | 4.5457 | 4.6508 | 4.2568 | 4.3241 | 4.5506 |
(*) Argentina is a high inflationary country. As requested by IAS 29, profit and loss items have been converted at 03/31/2021 exchange rate.
Average Argentine peso exchange rate as at 31 March 2021 is 106.6983 (67.7364 as at 31 March 2020).
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 areas (the Corporate functions are recognized under EMEA), represent the organizational structure used by management to run the Group's operations. The reports periodically analyzed by the Chief Executive Officer and Top Management are divided up accordingly, by geographical area.
Performances are monitored and measured for each operating segment/geographical area, through operating profit including amortization and depreciation (EBIT), along with the portion of the results of equity investments in associated companies valued by using the equity method. Financial expenses are not monitored insofar as they are based on corporate decisions regarding the financing of each region (own funds versus borrowings) and, consequently, neither are taxes. Items in the statement of financial position are analyzed by geographical area without being separated from the Corporate functions which remain part of EMEA. All the information relating to the income statement and the statement of financial position is determined using the same criteria and accounting standards used to prepare the consolidated financial statements.
Statement of Financial Position as at 31 March 2021 (*)
| (€ thousands) | EMEA | Americas | Asia Pacific |
Eliminations | Total |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | |||||
| Goodwill | 880,867 | 153,318 | 286,861 | - | 1,321,046 |
| Intangible fixed assets with finite useful life | 279,818 | 41,965 | 43,714 | - | 365,497 |
| Tangible fixed assets | 139,125 | 10,382 | 28,355 | - | 177,862 |
| Right-of-use assets | 355,488 | 20,319 | 37,782 | - | 413,589 |
| Equity-accounted investments | 1,989 | - | - | - | 1,989 |
| Hedging instruments | 8,172 | - | - | - | 8,172 |
| Deferred tax assets | 72,898 | 6,649 | 7,111 | - | 86,658 |
| Contract costs | 7,450 | 709 | 57 | - | 8,216 |
| Other assets | 24,668 | 33,987 | 865 | - | 59,520 |
| Total non-current assets | 2,442,549 | ||||
| Current assets | |||||
| Inventories | 54,861 | 8,291 | 4,154 | - | 67,306 |
| Trade receivables | 218,060 | 40,378 | 21,268 | (41,595) | 238,111 |
| Contract costs | 4,391 | 466 | 60 | - | 4,917 |
| Hedging instruments | 49 | ||||
| Other financial assets | 557,677 | ||||
| Cash and cash equivalents | 868,060 | ||||
| Total current assets | 3,310,609 | ||||
| LIABILITIES | |||||
| Total net equity | 831,335 | ||||
| Non-current liabilities | |||||
| Medium/long-term financial liabilities | 1,036,228 | ||||
| Lease liabilities | 293,999 | 16,530 | 28,574 | - | 339,103 |
| Provisions for risks and charges | 20,347 | 27,795 | 863 | - | 49,005 |
| Liabilities for employees' benefits | 24,242 | 138 | 794 | - | 25,174 |
| Hedging instruments | 5,289 | - | - | - | 5,289 |
| Deferred tax liabilities | 67,887 | 19,654 | 10,296 | - | 97,837 |
| Payables for business acquisitions | 18,303 | 10,210 | - | - | 28,513 |
| Contract liabilities | 123,563 | 10,978 | 2,681 | - | 137,222 |
| Other long-term liabilities | 9,683 | 945 | - | - | 10,628 |
| Total non-current liabilities | 1,728,999 | ||||
| Current liabilities | |||||
| Trade payables | 147,098 | 51,613 | 17,466 | (21,332) | 194,845 |
| Payables for business acquisitions | 9,167 | 4,244 | - | - | 13,411 |
| Contract liabilities | 82,169 | 10,694 | 8,826 | - | 101,689 |
| Other payables and tax payables | 197,405 | 38,965 | 23,285 | (20,263) | 239,392 |
| Hedging instruments | 1,395 | - | - | - | 1,395 |
| Provisions for risks and charges | 2,258 | 491 | - | - | 2,749 |
| Liabilities for employees' benefits | 867 | 136 | 2,352 | - | 3,355 |
| Short-term financial liabilities | 104,791 | ||||
| Lease liabilities | 70,731 | 6,202 | 11,715 | - | 88,648 |
| Total current liabilities | 750,275 | ||||
| TOTAL LIABILITIES | 3,310,609 |
(*) The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.
| Statement of Financial Position as at 31 | March 2020 |
(*) | |
|---|---|---|---|
| ------------------------------------------ | -- | --------------- | ----- |
| (€ thousands) | EMEA | Americas | Asia Pacific | Eliminations | Total |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | |||||
| Goodwill | 856,130 | 147,528 | 277,951 | - | 1,281,609 |
| Intangible fixed assets with finite useful life | 274,704 | 41,641 | 44,840 | - | 361,185 |
| Tangible fixed assets | 139,426 | 10,286 | 27,904 | - | 177,616 |
| Right-of-use assets | 350,450 | 20,585 | 38,303 | - | 409,338 |
| Equity-accounted investments | 2,002 | - | - | - | 2,002 |
| Hedging instruments | 4,327 | - | - | - | 4,327 |
| Deferred tax assets | 70,451 | 6,262 | 6,958 | - | 83,671 |
| Contract costs | 7,047 | 677 | 53 | - | 7,777 |
| Other assets | 24,519 | 34,518 | 879 | - | 59,916 |
| Total non-current assets | 2,387,441 | ||||
| Current assets | |||||
| Inventories | 46,210 | 8,003 | 3,219 | - | 57,432 |
| Trade receivables | 219,976 | 37,304 | 19,260 | (52,016) | 224,524 |
| Contract costs | 4,553 | 433 | 65 | - | 5,051 |
| Hedging instruments | 8,997 | ||||
| Other financial assets | 545,027 | ||||
| Cash and cash equivalents | 841,031 | ||||
| Total current assets | 3,228,472 | ||||
| LIABILITIES | |||||
| Total net equity | 801,868 | ||||
| Non-current liabilities | |||||
| Medium/long-term financial liabilities | 1,069,321 | ||||
| Lease liabilities | 290,960 | 17,075 | 29,315 | - | 337,350 |
| Provisions for risks and charges | 20,175 | 28,734 | 856 | - | 49,765 |
| Liabilities for employees' benefits | 23,185 | 135 | 699 | - | 24,019 |
| Hedging instruments | 5,963 | - | - | - | 5,963 |
| Deferred tax liabilities | 65,875 | 18,783 | 10,492 | - | 95,150 |
| Payables for business acquisitions | 22,253 | 10,009 | - | - | 32,262 |
| Contract liabilities | 117,351 | 10,229 | 2,436 | - | 130,016 |
| Other long-term liabilities | 11,011 | 333 | - | - | 11,344 |
| Total non-current liabilities | 1,755,190 | ||||
| Current liabilities | |||||
| Trade payables | 132,707 | 39,462 | 22,167 | (13,300) | 181,036 |
| Payables for business acquisitions | 2,536 | 4,157 | - | - | 6,693 |
| Contract liabilities | 83,802 | 10,046 | 9,151 | - | 102,999 |
| Other payables and tax payables | 174,043 | 54,709 | 22,794 | (38,716) | 212,830 |
| Hedging instruments | 112 | - | - | - | 112 |
| Provisions for risks and charges | 3,075 | 485 | - | - | 3,560 |
| Liabilities for employees' benefits | 860 | 106 | 2,173 | - | 3,139 |
| Short-term financial liabilities | 75,615 | ||||
| Lease liabilities | 68,183 | 5,810 | 11,437 | - | 85,430 |
| Total current liabilities | 671,414 | ||||
| TOTAL LIABILITIES | 3,228,472 |
(*) 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.
Income Statement – First three months 2021 (*)
| (€ thousands) | EMEA | Americas | Asia Pacific | Corporate | Eliminations | TOTAL |
|---|---|---|---|---|---|---|
| Revenues from sales and services | 311,084 | 77,172 | 52,646 | - | - | 440,902 |
| Operating costs | (232,412) | (60,910) | (36,624) | (19,479) | - | (349,425) |
| Other income and costs | 2,723 | 66 | (130) | 17 | - | 2,676 |
| Gross operating profit (loss) by segment (EBITDA) |
81,395 | 16,328 | 15,892 | (19,462) | - | 94,153 |
| Amortization, depreciation and impairment |
||||||
| Amortization of intangible fixed assets | (9,274) | (2,849) | (2,537) | (2,632) | - | (17,292) |
| Depreciation of tangible fixed assets | (8,507) | (694) | (1,737) | (522) | - | (11,460) |
| Right-of-use depreciation | (18,458) | (1,564) | (3,045) | (118) | - | (23,185) |
| Impairment losses and reversals of non current assets |
(816) | (225) | - | - | - | (1,041) |
| (37,055) | (5,332) | (7,319) | (3,272) | - | (52,978) | |
| Operating result | 44,340 | 10,996 | 8,573 | (22,734) | - | 41,175 |
| 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 Interest income and expenses Interest expenses on lease liabilities Other financial income and expenses Exchange gains and losses Gain (loss) on assets accounted at fair value |
(14) | - | - | - | - | (14) - (4,374) (2,561) (44) 626 (963) (7,330) |
| Net profit (loss) before tax | 33,845 | |||||
| Current and deferred income tax Current tax Deferred tax |
(12,325) 1,777 (10,548) |
|||||
| Total net profit (loss) | 23,297 | |||||
| Net profit (loss) attributable to Minority interests |
24 | |||||
| Net profit (loss) attributable to the Group | 23,273 |
(*) Data for operating segment do not include intercompany eliminations.
Income Statement – First three months 2020 (*)
| (€ thousands) | EMEA | Americas | Asia Pacific | Corporate | Eliminations | TOTAL |
|---|---|---|---|---|---|---|
| Revenues from sales and services | 258,266 | 64,355 | 40,855 | - | - | 363,476 |
| Operating costs | (208,602) | (52,967) | (30,670) | (7,663) | - | (299,902) |
| Other income and costs | 857 | 488 | (75) | 11 | - | 1,281 |
| Gross operating profit (loss) by segment (EBITDA) |
50,521 | 11,876 | 10,110 | (7,652) | - | 64,855 |
| Amortization, depreciation and impairment |
||||||
| Amortization of intangible fixed assets | (9,196) | (1,699) | (2,493) | (1,818) | - | (15,206) |
| Depreciation of tangible fixed assets | (8,519) | (522) | (1,835) | (393) | - | (11,269) |
| Right-of-use depreciation | (19,664) | (1,037) | (2,697) | (107) | - | (23,505) |
| Impairment losses and reversals of non current assets |
(356) | - | (29) | - | - | (385) |
| (37,735) | (3,258) | (7,054) | (2,318) | - | (50,365) | |
| Operating result | 12,786 | 8,618 | 3,056 | (9,970) | - | 14,490 |
| 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 Interest income and expenses Interest expenses on lease liabilities Other financial income and expenses Exchange gains and losses Gain (loss) on assets accounted at fair value |
23 | - | - | - | - | 23 - (3,697) (2,708) (355) (260) 6 (6,991) |
| Net profit (loss) before tax | 7,499 | |||||
| Current and deferred income tax Current tax Deferred tax |
(5,249) 2,821 |
|||||
| (2,428) | ||||||
| Total net profit (loss) | 5,071 | |||||
| Net profit (loss) attributable to Minority interests |
(72) | |||||
| Net profit (loss) attributable to the Group | 5,143 |
(*) Data for operating segment do not include intercompany eliminations.
20. Accounting policies
20.1 Presentation of the financial statements
The condensed consolidated quarterly financial statements at March 31, 2021 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 the financial statements, the following is specified:
- 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;
- comprehensive income statement: in addition to the net result for the year, it includes the effects of changes in exchange rates, the cash flow hedge reserve, the foreign currency basis spread reserve on derivative instruments and the actuarial gains and losses that have been recognized directly in changes in shareholders' equity, these items are divided according to whether or not they can be subsequently reclassified to the income statement;
- 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);
- statement of cash flows: is prepared using the indirect method to determine cash flow from operations.
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 inventories in 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;
- 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;
- discount rate of leases falling within the scope of IFRS 16 (incremental borrowing rate) determined with reference to the IRS (reference interbank rate used as indexation parameter for fixed-rate mortgage loans) relating to the individual countries in which the companies of the Amplifon Group, with maturities commensurate with the duration of the specific rental contract, increased by the specific credit spread of the parent company and any costs for additional guarantees. In the rare cases where the IRS rate is not available (Egypt, Ecuador, Mexico and Panama), the risk-free rate was determined with reference to the Government Bond, always with maturities commensurate with the duration of the specific rental contract.
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 verifies the existence of a loss in value of goodwill regularly once a year or in the event of impairment indicators. This requires an estimate of the value in use of the groups of cash-generating units to which the goodwill belongs. This estimate requires a forecast of future cash flows and an estimate of the post-tax discount rate that reflects the market conditions at the valuation date.
Description Endorsement date Publication Effective date Effective date for Amplifon Amendments to IFRS 4 "Insurance Contracts – deferral of IFRS 9" (issued on June 25, 2020) 15 Dec '20 16 Dec '20 1 Jan '21 1 Jan '21 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest
IFRS standards/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.
With reference to the principles and interpretations detailed above, the adoption did not have a material impact on the valuation of the Group's assets, liabilities, costs and revenues.
1 Jan '21 13 Jan '21 14 Jan '21 1 Jan '21
Future financial reporting standards and interpretations
Rate Benchmark Reform – Phase 2" (issued on August 27, 2020)
International Financial Reporting Standards and interpretations approved by the IASB but not yet endorsed in Europe
The following are the international accounting standards, interpretations, amendments to existing accounting standards and interpretations, or specific provisions contained in the
standards and interpretations approved by the IASB that have not yet been endorsed for adoption in Europe on 20 April 2021.
| Description | Effective date |
|---|---|
| IFRS 17 "Insurance Contracts" (issued on 18 May 2017) | Periods beginning on or after 1 Jan '23 |
| Amendments to IAS 1: "Presentation of Financial Statements – | |
| Classification of liabilities as current or non-current" | Periods beginning on or after 1 Jan '23 |
| (issued on 23 January 2020) | |
| Amendments to: | |
| • IFRS 3 Business Combinations; |
|
| • IAS 16 Property, Plant and Equipment; |
|
| • IAS 37 Provisions, Contingent Liabilities and Contingent Assets; |
Periods beginning on or after 1 Jan '22 |
| • Annual Improvements 2018-2020. |
|
| (All issued on 14 May 2020) | |
| Amendments to IAS 1: "Presentation of Financial Statements and IFRS | |
| Practice Statement 2: Disclosure of Accounting Policies" (issued on 12 | Periods beginning on or after 1 Jan '23 |
| February 2021) | |
| Amendments to IAS 8: "Accounting policies, Changes in Accounting | |
| Estimates and Errors: Definition of Accounting Estimates" (issued on 12 | Periods beginning on or after 1 Jan '23 |
| February 2021) | |
| Amendments to IFRS 16 Leases: Covid-19-Related Rent Concessions | |
| beyond 30 June 2021 (issued on 31 March 2021) | Periods beginning on or after 1 Apr '21 |
On March 31, 2021 IASB issued the document Covid-19-Related Rent Concessions beyond 30 June 2021 (Amendments to IFRS 16) with which the period of application of the amendment to IFRS 16, issued in 2020, relating to the accounting of subsidies, is extended by one year granted, due to Covid-19, to tenants.
With reference to the principles and interpretations detailed above, the adoption is not expected to have material impacts in the valuation of the Group's assets, liabilities, costs and revenues.
21. Subsequent events
On 12 April 2021 execution began of the project to redefine Amplifon S.p.A.'s corporate structure, approved definitively by Amplifon's Board of Directors on 3 March 2021, as per the terms and conditions outlined in the press release issued on the same date.
The redefinition project calls for the contribution in kind of the business branch related to the operating activities of the country Italy ("the Business Branch") as consideration for the capital increase reserved to Amplifon by Amplifon Italia S.r.l., a wholly-owned subsidiary of Amplifon. This is, therefore, an intra-group transaction the sole purpose of which is to redefine Amplifon S.p.A.'s corporate structure in a way that is consistent with the evolution of the group's organizational structure and multinational nature. The transaction will take effect as of 1 May 2021.
In order to provide comprehensive information about the transaction, even though Amplifon exercised the right to waive the mandatory publication of an information document for acquisitions and disposals pursuant to Art. 71 of CONSOB Regulation no. 11971 of 14 May 1991, as subsequently amended, (the "Issuers' Regulation"), an information document relating to the Transaction, drafted on a voluntary basis, was made available to the public within the timeframe indicated in Art. 71 of the Issuers' Regulation.
On 23 April 2021 the Shareholders' Meeting resolved on the items included on the Agenda and, more specifically:
- approved the Company's Annual Report and resolved to distribute a dividend of €0.22 per share for a total of €49.4 million;
- appointed the new Board of Statutory Auditors comprised as follows:
- o Raffaella Annamaria Pagani (Chairman)
- o Patrizia Arienti (Standing Auditor)
- o Dario Righetti (Standing Auditor)
- o Maria Venturini (Alternative Auditor)
- o Alessandro Grange (Alternative Auditor)
Subsequent to 31 March 2021 exercise of the performance stock grants continued and on 29 April 2020 the Company transferred 14,200 treasury shares to the beneficiaries. At the date of this report the Company, therefore, holds a total of 1,949,746 treasury shares or 0.861% of the Company's share capital.
Milan, 29 April 2021
On behalf of the Board of Directors CEO
Enrico Vita
Annexes
Annex I
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 31 March 2021.
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 03/31/21 |
|---|---|---|---|---|---|
| Amplifon Rete | Milan (Italy) | D | EUR | 19,250 | 4.35% |
| Otohub S.r.l. | Naples (Italy) | D | EUR | 28,571 | 100.0% |
| Audibel S.r.l | Rome (Italy) | D | EUR | 70,000 | 100.0% |
| Amplifon Italia S.r.l | Milan (Italy) | D | EUR | 10,000 | 100.0% |
| Amplifon France SAS | Arcueil (France) | D | EUR | 98,550,898 | 100.0% |
| SCI Eliot Leslie | Lyon (France) | I | EUR | 610 | 100.0% |
| Amplifon France Holding | Arcueil (France) | D | EUR | 1 | 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% |
| 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% |
| Lomaco SAS | Lorient (France) | I | EUR | 425,400 | 100.0% |
| Amplifon Iberica SA | Zaragoza (Spain) | D | EUR | 26,578,809 | 100.0% |
| Microson S.A. | Barcelona (Spain) | D | EUR | 61,752 | 100.0% |
| Amplifon LATAM Holding S.L. | Barcelona (Spain) | I | EUR | 3,000 | 100.0% |
| Entzumena SLU | Barcelona (Spain) | I | EUR | 128,628 | 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% |
| 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% |
Interim Report as at 31 March 2021 > Consolidated Financial Statements
| Company name | Registered head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at 03/31/21 |
|---|---|---|---|---|---|
| Auditech BV | Doesburg (The Netherlands) |
I | EUR | 22,500 | 100.0% |
| Electro Medical Instruments BV | Doesburg (The Netherlands) |
I | EUR | 16,650 | 100.0% |
| Beter Horen BV | Doesburg (The Netherlands) |
I | EUR | 18,000 | 100.0% |
| Amplifon Customer Care Service BV | Elst (The Netherlands) | I | EUR | 18,000 | 100.0% |
| Amplifon Belgium NV | Bruxelles (Belgium) | D | EUR | 495,800 | 100.0% |
| Amplifon Luxemburg Sarl | 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 | 3,345,460 | 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 | 1,000 | 100.0% |
| Amplifon USA Inc. | Dover (USA) | D | USD | 52,500,010 | 100.0% |
| Amplifon Hearing Health Care, Inc. | St. Paul (USA) | I | USD | 10 | 100.0% |
| Ampifon IPA, LLC | New York (USA) | I | USD | - | 100.0% |
| ME Pivot Holdings LLC | Minneapolis (USA) | I | USD | 2,000,000 | 100.0% |
| ME Flagship LLC | Wilmington (USA) | I | USD | - | 100.0% |
| METX LLC | Waco (USA) | I | USD | 28,869,028 | 100.0% |
| MEFL LLC | Waco (USA) | I | USD | 13,538,570 | 100.0% |
| METAMPA LLC | Waco (USA) | I | USD | 5,318,724 | 100.0% |
| MENM LLC | Waco (USA) | I | USD | 1,450,561 | 100.0% |
| Miracle Ear Canada Ltd. | Vancouver (Canada) | I | CAD | 67,801,200 | 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% |
| Audiosonic Chile S.A. | Santiago de Chile (Chile) | I | CLP | 1,000,000 | 100.0% |
| GAES S.A. | Buenos Aires (Argentina) | I | 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% |
| Company name | Registered head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at 03/31/21 |
|---|---|---|---|---|---|
| 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 | - | 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 | - | 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 | - | 100.0% |
| Dilworth Hearing Ltd | Auckland (New Zealand) |
I | NZD | - | 100.0% |
| Amplifon India Pvt Ltd | Gurgaon (India) | I | INR | 1,770,000,000 | 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 owned by Amplifon at 80%, is consolidated at 100% without exposure of non-controlling interest due to the put-call option exercisable from 2019 and related to the purchase of the remaining 20%.
(**) Beijing Cohesion Hearing Science &Technology Co. Ltd. and its subsidiaries (Tianjin Cohesion Hearing Science &Technology Co. Ltd and Shijiazhuang Cohesion Hearing Science &Technology Co. Ltd), despite being owned by Amplifon at 51%, are consolidated at 100% without exposure of non-controlling interest due to the put-call option exercisable from 2022 and related to the purchase of the remaining 49%.
Companies valued using the equity method:
| Company name | Registered head office | Direct/Indirect ownership |
Currency | Share Capital |
% held as at |
|---|---|---|---|---|---|
| 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 | - | 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)
The undersigned Gabriele Galli, Chief Financial Officer of the Amplifon Group, as Executive Responsible for Corporate Accounting Information hereby declares that the quarterly report at 31 March 2021 corresponds to the results documented in the books, accounting and other records of the Company.
Milan, 29 April 2021
Executive Responsible for Corporate Accounting Information
Gabriele Galli