Management Reports • Nov 13, 2017
Management Reports
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This document is available in the Investor Relations section of the Company website, www.fieramilano.it,
This document contains a faithful translation in English of the original report in Italian "Resoconto intermedio di gestione consolidato al 30 settembre 2017".
However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian.
The Italian version of the "Resoconto intermedio di gestione consolidato al 30 settembre 2017" shall prevail upon the English version.
Fiera Milano SpA Registered office: Piazzale Carlo Magno, 1 - 20149 Milan Operational and administrative office: SS del Sempione, 28 - 20017 Rho (Milan) Share Capital: Euro: 42,445,141.00 paid up Companies Register, Tax code and VAT no. 13194800150 - Economic Administrative Register 1623812
Rho (Milan), 13 November 2017
| ▪ | CORPORATE BODIES AND INDEPENDENT AUDITOR | page | 3 |
|---|---|---|---|
| ▪ | BUSINESS MODEL | page | 4 |
| ▪ | GROUP STRUCTURE | page | 5 |
| ▪ | REPORT ON OPERATIONS IN THE THIRD QUARTER 2017 ▫ Summary of results and significant events in the quarter ▫ Net financial position ▫ Business performance by operating segment and geographic area ▫ Group personnel |
page page page page |
6 10 11 15 |
| ▪ | SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD | page | 16 |
| ▪ | BUSINESS OUTLOOK | page | 16 |
| ▪ | ACCOUNTING CRITERIA | page | 17 |
| ▪ | FINANCIAL STATEMENTS ▫ Consolidated income statement ▫ Reclassified consolidated statement of financial position ▫ Comments on the capital and financial position |
page page page |
18 19 20 |
| ▪ | DECLARATION OF THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL STATEMENTS |
page | 21 |
| ▪ | ATTACHMENT 1 List of companies included in the consolidation area and other investments at 30 September 2017 |
page | 22 |
__________________________________________________________________________________
| Lorenzo Caprio | Chairperson* |
|---|---|
| Fabrizio Curci | Chief Executive Officer** |
| Alberto Baldan | Director* |
| Stefania Chiaruttini | Director* |
| Gianpietro Corbari | Director* |
| Francesca Golfetto | Director* |
| Angelo Meregalli | Director* |
| Marina Natale | Director*** |
| Elena Vasco | Director* |
* Independent director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998 and under the Self-Regulatory Code of the Italian Stock Exchange.
______________________________________________________________________________
** Fabrizio Curci has been the Chief Executive Officer of the Company since 1 September 2017.
*** Marina Natale was the Chief Executive Officer of the Company until 31 August 2017.
Stefania Chiaruttini Elena Vasco Francesca Golfetto Alberto Baldan Angelo Meregalli Marina Natale
* Lorenzo Caprio was a member and Chairperson of the Control and Risk Committee until 23 October 2017, the date of his resignation from this Committee. On this same date, the Board of Directors of the Company decided that the Control and Risk Committee should be composed of just three members and appointed Stefania Chiaruttini as its Chairperson.
** Gianpietro Corbari was a member and Chairperson of the Remuneration and Appointments Committee until 23 October 2017 the date of his resignation from this Committee. On the same date, the Board of Directors appointed Marina Natale as a new member of the Remuneration and Appointments Committee and Elena Vasco as the Chairperson of this Committee.
Antonio Guastoni Statutory Auditor LAW 262/2005 Carmine Pallino Statutory Auditor Sebastiano Carbone Francesca Maria D'Alessandro Substitute Auditor Alessandro Carlo Galli Substitute Auditor
Piero Antonio Capitini Luigi Bricocoli Jean Paule Castagno
The Board of Directors was appointed by the Shareholders' Meeting of 21 April 2017 and its mandate will expire with the Shareholders' Meeting to approve the Financial Statements at 31 December 2019.
On 25 July 2017, the Shareholders' Meeting raised the number of members of the Board of Directors to nine and appointed Fabrizio Curci as the new Director effective from 1 September 2017 and until the mandates of the other Directors expire.
On the same date, the Board of Directors appointed Fabrizio Curci as Chief Executive Officer and Director General of Fiera Milano SpA commencing 1 September 2017.
The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Company; it has the power to carry out any transactions it considers appropriate or useful to attain the corporate aims of the Company, excluding only those which by law are the preserve of the Shareholders' Meeting.
The Chairperson, in addition to being the legal representative of the Company, is invested with all the powers under enacted laws and the Company Articles of Association, including activities related to external institutional relations.
The Chief Executive Officer has ordinary and extraordinary administrative powers, except for those powers that under enacted laws and the Company Articles of Association are reserved for the Board of Directors.
The Board of Statutory Auditors was appointed by the Shareholders' Meeting of 29 April 2015 and its mandate expires with the Shareholders' Meeting to approve the Financial Statements at 31 December 2017.
The mandate, given to the independent audit firm by the Shareholders' Meeting of 29 April 2014, is for the 2014-2022 financial years.
The Fiera Milano Group is involved in all the characteristic phases of the exhibition and congress sector and is one of the leading international integrated companies in the sector.
__________________________________________________________________________
Its operating segments are:
The following table gives the main figures of the Group for the third quarter and first nine months of 2017 with comparable data for the same quarter of the previous year, as well as figures for the full year 2016.
| Full year at 31/12/16 |
Fiera Milano Group Summary of key figures |
3rd Quarter at 30/09/17 |
3rd Quarter at 30/09/16 |
9 months at 30/09/17 |
9 months at 30/09/16 |
|---|---|---|---|---|---|
| (Amounts in € '000) | restated | restated | |||
| 221,041 | Revenues from sales and services | 45,075 | 40,342 | 186,945 | 178,929 |
| 3,652 | Gross operating result (a) | (10,805) | (6,562) | 2,696 | 14,559 |
| (22,994) | Net operating result (EBIT) | (12,893) | (9,078) | (4,475) | 5,109 |
| (23,979) | Profit/(loss) before income tax from continuing operations | (13,015) | (9,385) | (5,320) | 4,693 |
| (4,151) | Profit/(loss) before income tax from discontinued operations | - | 192 | - | (229) |
| (28,130) | Profit/(loss) before income tax: | (13,015) | (9,193) | (5,320) | 4,464 |
| (28,051) | - Attributable to the shareholders of the controlling entity | (13,365) | (9,215) | (5,449) | 4,625 |
| (79) | - Attributable to non-controlling interests | 350 | 22 | 129 | (161) |
| (1,484) | Cash flow before income tax for the Group and non-controlling interests (b) | (10,927) | (6,677) | 1,851 | 13,914 |
| 99,995 | Net capital employed (c) | 78,796 | 132,338 | 78,796 | 132,338 |
| covered by: | |||||
| 61,006 | Equity attributable to the Group | 55,938 * | 87,681 * | 55,938 * | 87,681 * |
| 673 | Non-controlling interests | 515 * | 395 * | 515 * | 395 * |
| 38,316 | Net financial debt/(cash) from continuing operations and assets held for sale | 22,343 | 44,262 | 22,343 | 44,262 |
| 7,387 | Investments (continuing operations and assets held for sale) | 765 | 2,612 | 3,837 | 6,067 |
| 725 | Employees (no. of permanent employees at the end of period) | 690 | 722 | 690 | 722 |
| * includes pre-tax result for the period | |||||
| (a) Gross operating profit is the operating result before depreciation and amortisation, adjustments to asset values and other provisions. | |||||
| (b) Cash flow is the sum of the result for the period, depreciation and amortisation, provisions and adjustments to asset values. | |||||
| (c) Net capital employed is the sum of non-current assets, non-current liabilities and net working capital. | |||||
| Some figures in the consolidated financial statements at 30 September 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017. |
In the third quarter, which is traditionally characterised by low levels of activity due to the summer break in July and August, the revenues were higher than in the corresponding period of 2016 mainly due to the ERS (European Respiratory Society) international congress held in the MiCo Congress Centre and all other services linked to this congress; this increase was, in part, offset by the postponement of the exhibition LineaPelle until the next quarter.
Unlike the revenue figure, that for the gross operating profit was lower than in the same quarter of 2016. This mainly reflected the postponement of LineaPelle until the following quarter and the lower margins generated by the stand-fitting segment.
On 28 September 2017, the Milan Court – Prevention Court Independent Section rescinded the Administration Order. This followed the lifting of the Administration Order on the subsidiary Nolostand SpA on 20 June 2017.
In collaboration with the Court-appointed Administrator, the Company has implemented a series of initiatives to optimise, rectify and introduce new rules aimed at safer business management founded on new working models and methodologies. Significant focus was given to the procedures and controls of the Model under Legislative Decree 231/01, the new Supervisory Body, new Group procedures and those governing contracts with and management of suppliers.
The administration order had been imposed on the stand-fitting segment of the Company by a decree issued on 11 October 2016 with further stipulations made on 27 January 2017.
The business of the Group is seasonal due to exhibitions that have a biennial and multiannual frequency. Moreover, the absence of exhibitions in Italy in July and August has a strong impact on the results of the third quarter. Given this seasonality, the revenues and results of a single quarter cannot be extrapolated to calculate those for the full year and figures may vary significantly from quarter to quarter.
The figures for the third quarter 2017 and for the nine-month period to 30 September 2017 showed the following main trends:
Revenues from sales and services in the first nine months of 2017 were Euro 186.945 million, an increase of 4% compared to the same period of 2016 (Euro 178.929 million). The increase in revenues reflected the presence of the ERS international congress and the new exhibitions Lamiera, Tempo di Libri Milano, Versilia Yachting Rendez-Vous and MAM-Mostra A Milano Arte e Antiquariato. The more favourable exhibition calendar also contributed positively to revenues; in the period under review, it included the directly organised exhibition Tuttofood and the hosted event Made Expo. This positive impact was, in part, offset by the absence of the important biennial event Mostra Convegno Expocomfort.
There were also lower revenues from the stand-fitting segment caused by lower business volumes generated outside the exhibition sites and to the absence of the revenues for dismantling the structures of Expo 2015 that were present in the preceding financial year.
The main changes in exhibition space occupied in the quarter under review were as follows:
The table on the following page gives a summary of the net square metres of exhibition space occupied by the various Fiera Milano Group exhibitions and congresses with related exhibition space.
| Fiera Milano Group Summary operating figures |
3rd Quarter at 30/09/17 | 3rd Quarter at 30/09/16 | Change | ||||
|---|---|---|---|---|---|---|---|
| Total | of which organized by the Group |
Total | of which organized by the Group |
Total | of which organized by the Group |
||
| Number of exhibitions: | 8 | 4 | 13 | 8 | (5) | (4) | |
| Italy | 5 | 1 | 6 | 1 | (1) | - | |
| . annual | 5 | 1 | 6 | 1 | (1) | - | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| Foreign countries | 3 | 3 | 7 | 7 | (4) | (4) | |
| . annual | 3 | 3 | 5 | 5 | (2) | (2) | |
| . biennial | - | - | 2 | 2 | (2) | (2) | |
| . multi-annual | - | - | - | - | - | - | |
| Number of congresses with related exhibition space - Italy |
6 | - | 6 | - | - | - | |
| Net sq.metres of exhibition space: | 258,775 | 138,410 | 307,330 | 150,945 | (48,555) | (12,535) | |
| Italy | 175,850 | 55,485 | 214,695 | 58,310 | (38,845) | (2,825) | |
| . annual (a) | 175,850 | 55,485 | 214,695 | 58,310 | (38,845) | (2,825) | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| (a) of which congresses with related exhibition space | 14,735 | - | 8,835 | - | 5,900 | - | |
| Foreign countries | 82,925 | 82,925 | 92,635 | 92,635 | (9,710) | (9,710) | |
| . annual | 82,925 | 82,925 | 81,290 | 81,290 | 1,635 | 1,635 | |
| . biennial | - | - | 11,345 | 11,345 | (11,345) | (11,345) | |
| . multi-annual | - | - | - | - | - | - | |
| Number of exhibitors: | 4,360 | 1,535 | 5,810 | 1,770 | (1,450) | (235) | |
| Italy | 3,990 | 1,165 | 5,260 | 1,220 | (1,270) | (55) | |
| . annual (b) | 3,990 | 1,165 | 5,260 | 1,220 | (1,270) | (55) | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| (b) of which congresses with related exhibition space | 650 | - | 575 | - | 75 | - | |
| Foreign countries | 370 | 370 | 550 | 550 | (180) | (180) | |
| . annual | 370 | 370 | 330 | 330 | 40 | 40 | |
| . biennial | - | - | 220 | 220 | (220) | (220) | |
| . multi-annual | - | - | - | - | - | - |
The gross operating profit for the first nine months of 2017 was Euro 2.696 million, Euro 11.863 million lower than in the same period of the preceding financial year. The decline in this figure reflected the trends in performance in the quarter and also higher fees to revise the corporate processes and the Model under Legislative Decree 231/2001 (Euro 3.300 million), the launch costs sustained for new exhibitions, the lower standing-fitting volumes, as well as costs for re-positioning the exhibition Bit.
In the first nine months of 2017, the net operating loss was Euro 4.475 million (net operating profit of Euro 5.109 million at 30 September 2016). The deterioration reflects the trend in the gross operating loss which was, in part, compensated by the absence of the impairment charges of Euro 1.899 million included in the same period of 2016 following impairment tests on trademarks and publishing titles.
| The Group net financial position and its breakdown are shown in the following table. | ||
|---|---|---|
| -- | -- | -------------------------------------------------------------------------------------- |
| Group Net Financial Position | ||||
|---|---|---|---|---|
| 31/12/16 | (Amounts in € '000) | 30/09/17 | 30/06/17 | Change |
| 20,904 | A. Cash (including bank balances) | 20,294 | 28,062 | (7,768) |
| - | B. Other cash equivalents | - | - | - |
| - | C. Securities held for trading | - | - | - |
| 20,904 | D. Cash and cash equivalents (A+B+C) | 20,294 | 28,062 | (7,768) |
| 2,622 | E. Current financial assets | 4,613 | 4,632 | (19) |
| 18,019 | F. Current bank borrowings | 22,598 | 6,465 | 16,133 |
| 27,523 | G. Current portion of non-current debt | 19,756 | 24,505 | (4,749) |
| 3,364 | H. Other current financial liabilities | 3,476 | 3,547 | (71) |
| 48,906 | I. Current financial debt (F+G+H) | 45,830 | 34,517 | 11,313 |
| 25,380 | J. Current net financial debt (cash) (I-E-D) | 20,923 | 1,823 | 19,100 |
| 14,108 | K. Non-current bank borrowings | 1,377 | 2,248 | (871) |
| - | L. Debt securities in issue | - | - | - |
| 42 | M. Other non-current liabilities | 43 | 43 | - |
| 14,150 | N. Non-current financial debt (K+L+M) | 1,420 | 2,291 | (871) |
| 39,530 | Net financial debt/(cash) from continuing operations (J+N) | 22,343 | 4,114 | 18,229 |
| (1,214) | Net financial debt/(cash) from assets held for sale | - | - | - |
| 38,316 | O. Net financial debt/(cash) | 22,343 | 4,114 | 18,229 |
Net debt at 30 September 2017 was Euro 22.343 million compared to Euro 4.114 million at 30 June 2017.
The increase in net debt of Euro 18.229 million was due to a decline in cash flow from net working capital caused by the absence of activity in the months of July and August and to the advance payment of the six-monthly rental charge to Fondazione Fiera Milano. This was, in part, offset by the cash-in for exhibitions held in the quarter under review or due to be held in subsequent months.
The key Group figures by operating segment and by geographic area are given in the following table.
| Summary of data by operating segment | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| and by geographic area | ||||||||||
| (Amounts in € '000) | 3rd Quarter at 30/09/17 | 3rd Quarter at 30/09/16 | 9 months at 30/09/17 | 9 months at 30/09/16 | ||||||
| restated | restated | |||||||||
| Revenues from sales and services | ||||||||||
| - By operating segment: | % | % | % | % | ||||||
| . Italian Exhibitions | 25,961 | 48.8 | 31,733 | 65.1 | 148,209 | 67.5 | 146,076 | 68.6 | ||
| . Foreign Exhibitions | 465 | 0.9 | 1,570 | 3.2 | 4,085 | 1.9 | 3,623 | 1.7 | ||
| . Stand-fitting Services | 6,566 | 12.3 | 7,687 | 15.7 | 25,197 | 11.5 | 33,970 | 16.0 | ||
| . Media | 2,139 | 4.0 | 2,384 | 4.9 | 7,474 | 3.4 | 8,292 | 3.9 | ||
| . Congresses | 18,082 | 34.0 | 5,464 | 11.2 | 34,315 | 15.6 | 20,859 | 9.8 | ||
| Total revenues gross of adjustments for inter-segment transactions | 53,213 | 100.0 | 48,838 | 100.0 | 219,280 | 100.0 | 212,820 | 100.0 | ||
| . Adjustments for inter-segment transactions | (8,138) | (8,496) | (32,335) | (33,891) | ||||||
| Total revenues net of adjustments for inter-segment transactions | 45,075 | 40,342 | 186,945 | 178,929 | ||||||
| - By geographic area: | ||||||||||
| . Italy | 44,613 | 99.0 | 38,773 | 96.1 | 182,863 | 97.8 | 175,334 | 98.0 | ||
| . Foreign countries | 462 | 1.0 | 1,569 | 3.9 | 4,082 | 2.2 | 3,595 | 2.0 | ||
| Total | 45,075 | 100.0 | 40,342 | 100.0 | 186,945 | 100.0 | 178,929 | 100.0 | ||
| Gross operating result | % | % | % | % o |
||||||
| - By operating segment: | on revenues | on revenues | on revenues | revenues | ||||||
| . Italian Exhibitions | (10,738) | -41.4 | (6,575) | -20.7 | 1,758 | 1.2 | 9,048 | 6.2 | ||
| . Foreign Exhibitions | (365) | -78.5 | 151 | 9.6 | (70) | -1.7 | 243 | 6.7 | ||
| . Stand-fitting Services | (528) | -8.0 | 670 | 8.7 | (151) | -0.6 | 4,487 | 13.2 | ||
| . Media | (58) | -2.7 | (56) | -2.3 | (164) | -2.2 | 211 | 2.5 | ||
| . Congresses | 877 | 4.9 | (619) | -11.3 | 1,316 | 3.8 | 737 | 3.5 | ||
| . Adjustments for inter-segment transactions | 7 | (133) | 7 | (167) | ||||||
| Total | (10,805) | -24.0 | (6,562) | -16.3 | 2,696 | 1.4 | 14,559 | 8.1 | ||
| - By geographic area: | ||||||||||
| . Italy | (10,431) | -23.4 | (6,678) | -17.2 | 2,805 | 1.5 | 14,461 | 8.2 | ||
| . Foreign countries | (374) | -81.0 | 116 | 7.4 | (109) | -2.7 | 98 | 2.7 | ||
| Total | (10,805) | -24.0 | (6,562) | -16.3 | 2,696 | 1.4 | 14,559 | 8.1 | ||
| Net operating result (EBIT) | % | % | % | % | ||||||
| - By operating segment: | on revenues | on revenues | on revenues | o revenues |
||||||
| . Italian Exhibitions | (11,585) | -44.6 | (7,983) | -25.2 | (1,909) | -1.3 | 4,770 | 3.3 | ||
| . Foreign Exhibitions | (726) | -156.1 | (55) | -3.5 | (758) | -18.6 | (1,817) | -50.2 | ||
| . Stand-fitting Services | (988) | -15.0 | 121 | 1.6 | (1,638) | -6.5 | 3,193 | 9.4 | ||
| . Media | (145) | -6.8 | (137) | -5.7 | (459) | -6.1 | (787) | -9.5 | ||
| . Congresses | 559 | 3.1 | (878) | -16.1 | 330 | 1.0 | (43) | -0.2 | ||
| . Adjustments for inter-segment transactions | (8) | (146) | (41) | (207) | ||||||
| Total | (12,893) | -28.6 | (9,078) | -22.5 | (4,475) | -2.4 | 5,109 | 2.9 | ||
| - By geographic area: | ||||||||||
| . Italy | (12,143) | -27.2 | (8,973) | -23.1 | (3,632) | -2.0 | 7,112 | 4.1 | ||
| . Foreign countries | (750) | -162.3 | (105) | -6.7 | (843) | -20.7 | (2,003) | -55.7 | ||
| Total | (12,893) | -28.6 | (9,078) | -22.5 | (4,475) | -2.4 | 5,109 | 2.9 | ||
| Employees | ||||||||||
| (no. of permanent employees at the end of the period) | ||||||||||
| - By operating segment: | % | % | % | % | ||||||
| . Italian Exhibitions | 424 | 61.5 | 421 | 58.3 | 424 | 61.5 | 421 | 58.3 | ||
| . Foreign Exhibitions | 101 | 14.6 | 140 | 19.4 | 101 | 14.6 | 140 | 19.4 | ||
| . Stand-fitting Services | 56 | 8.1 | 55 | 7.6 | 56 | 8.1 | 55 | 7.6 | ||
| . Media | 59 | 8.6 | 68 | 9.4 | 59 | 8.6 | 68 | 9.4 | ||
| . Congresses | 50 | 7.2 | 38 | 5.3 | 50 | 7.2 | 38 | 5.3 | ||
| Total | 690 | 100.0 | 722 | 100.0 | 690 | 100.0 | 722 | 100.0 | ||
| - By geographic area: | ||||||||||
| . Italy . Foreign countries |
589 101 |
85.4 14.6 |
582 140 |
80.6 19.4 |
589 101 |
85.4 14.6 |
582 140 |
80.6 19.4 |
||
| Total | 690 | 100.0 | 722 | 100.0 | 690 | 100.0 | 722 | 100.0 | ||
| Some figures in the consolidated financial statements at 30 September 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017. |
Revenues from sales and services before elimination of transactions among the five business segments of the Group were Euro 53.213 million, an increase of Euro 4.375 million compared to the figure for the third quarter 2016.
• Revenues from Italian Exhibitions totalled Euro 25.961 million in the third quarter 2017, a decrease of approximately 18% compared to the figure for the same period of the previous financial year (Euro 31.733 million). The decrease in the quarter under review mainly reflected the postponement to the next quarter of the hosted exhibition LineaPelle. Revenues from sales and services in the first nine months of 2017 totalled Euro 148.209 million, an increase of 1% compared to the first nine months of 2016 (Euro 146.076 million). The increase was mainly due to the new events (Lamiera, Tempo di Libri Milano, Versilia Yachting Rendez-Vous and MAM-Mostra A Milano Arte e Antiquariato) and the positive performance of Promotion Trade Exhibition, which in 2016 had been a hosted exhibition. The more favourable exhibition calendar, which included the directly organised biennial exhibition Tuttofood and the hosted exhibition Made Expo, also had a positive impact on the figures of the period under review. However, this was offset by the absence of the important biennial exhibition, Mostra Convegno Expocomfort, which is held in even-numbered years.
The Group Gross operating loss in the third quarter 2017 was Euro 10.805 million and was higher than the figure for the third quarter 2016 (a loss of Euro 6.562 million). The breakdown was as follows:
operating profit of Euro 0.670 million in the same quarter of 2016. The performance in the quarter reflected the trend in revenues and the costs sustained to improve the corporate procedures and the Model under Legislative Decree 231/2001. The year-on-year deterioration in the figure for the first nine months of the year reflected the trend in revenues in the period.
The Net operating loss of the five operating segments totalled Euro 12.893 million in the third quarter 2017 compared to a net operating loss of Euro 9.078 million for the same quarter of 2016 and reflected the trends in the gross operating results of each individual segment. The figure for the first nine months of 2017, compared to that for 2016, also reflected the performance of the individual segments but benefited from the absence of impairment charges.
The breakdown by geographic area in the third quarter showed revenues from foreign activities of Euro 0.462 million, a decrease of Euro 1.107 million compared to the same period of the previous financial year. The decrease was mainly attributable to the less favourable exhibition calendar in Brazil with the absence of Fesqua, a biennial exhibition held in even-numbered years. The gross operating loss was Euro 0.374 million, Euro 0.490 million lower than in the same period of the previous financial year, and reflected the trend in revenues.
The net operating loss of foreign activities was Euro 0.750 million compared to a net operating loss of Euro 0.105 million in the same period of 2016.
During the quarter under review, five exhibitions and six congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 175,850 square metres compared to 214,695 square metres in the same period of the previous financial year and the number of exhibitors fell from 5,260 in the third quarter 2016 to 3,990 in the third quarter 2017.
Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 138,410 square metres, which equated to 53% of the total exhibition space occupied. Details of exhibitions held in Italy are given in the following table.
| Italian exhibition portfolio | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | |||||||||
| Annual Exhibitions: | Quarter to 30/09/17 |
Quarter to 30/09/16 |
Quarter to 30/09/15 |
Quarter to 30/09/17 |
Quarter to 30/09/16 |
Quarter to 30/09/15 |
||||
| Directly organised | ||||||||||
| - HOMI II Semester | 55,485 | 58,310 | 63,845 | 1,165 | 1,220 | 1,265 | ||||
| - Milano Pret-à-Porter (Autumn) | a) | a) | 2,580 | a) | a) | 120 | ||||
| Total annual exhibitions directly organised | 55,485 | 58,310 | 66,425 | 1,165 | 1,220 | 1,385 | ||||
| Hosted | ||||||||||
| - Milano Unica (Autumn) | 31,890 | 25,540 | 19,200 | 460 | 485 | 410 | ||||
| - Mipel (September) | 8,575 | 8,065 | 8,390 | 280 | 235 | 235 | ||||
| - The Micam (Autumn) | 63,345 | 63,360 | 64,350 | 1,355 | 1,385 | 1,380 | ||||
| - The One Milano (September)* | 1,820 | - | - | 80 | - | - | ||||
| - LineaPelle II Semester | b) | 46,875 | 43,445 | b) | 1,240 | 1,170 | ||||
| - Prima MU | a) | 3,710 | 2,385 | a) | 120 | 55 | ||||
| - Super (Autumn) | a) | a) | 1,360 | a) | a) | 155 | ||||
| Total annual exhibitions hosted | 105,630 | 147,550 | 139,130 | 2,175 | 3,465 | 3,405 | ||||
| Total annual Exhibitions | 161,115 | 205,860 | 205,555 | 3,340 | 4,685 | 4,790 | ||||
| Biennial Exhibitions: | ||||||||||
| Hosted | ||||||||||
| - Chem Med | a) | - | 1,130 | a) | - | 50 | ||||
| Total biennial exhibitions hosted | - | - | 1,130 | - | - | 50 | ||||
| Total biennial Exhibitions | - | - | 1,130 | - | - | 50 | ||||
| TOTAL EXHIBITIONS | 161,115 | 205,860 | 206,685 | 3,340 | 4,685 | 4,840 | ||||
| - Congresses with related exhibition space | 14,735 | 8,835 | 5,295 | 650 | 575 | 415 | ||||
| TOTAL | 175,850 | 214,695 | 211,980 | 3,990 | 5,260 | 5,255 | ||||
* The exhibition was held for the first time.
a) The exhibition did not take place.
b) The exhibition will take place/was held in subsequent quarters.
During the third quarter 2017, three exhibitions were held abroad and the net exhibition space occupied totalled 82,925 square metres (in the third quarter 2016, the figure was 92,635 square metres). The number of exhibitors was 370 (550 in third quarter 2016).
Details of the exhibitions organised abroad are given in the following table.
| Foreign Exhibition portfolio | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | |||||||||
| Quarter to 30/09/17 |
Quarter to 30/09/16 |
Quarter to 30/09/15 |
Quarter to 30/09/17 |
Quarter to 30/09/16 |
Quarter to 30/09/15 |
|||||
| Annual Exhibitions: | ||||||||||
| Directly organised in China | ||||||||||
| - Motor Show Chengdu | 77,000 | 76,600 | 77,160 | 90 | 90 | 95 | ||||
| - Industrial Automation Shenzen | b) | b) | 7,985 | b) | b) | 400 | ||||
| Total annual exhibitions directly organised in China | 77,000 | 76,600 | 85,145 | 90 | 90 | 495 | ||||
| Directly organised in India | ||||||||||
| - Food Hospitality World Bangalore | 2,075 | - | - | 120 | - | - | ||||
| - Food Hospitality World Goa | b) | 1,200 | b) | b) | 75 | b) | ||||
| Total annual exhibitions directly organised in India | 2,075 | 1,200 | - | 120 | 75 | - | ||||
| Directly organised in South Africa | ||||||||||
| - Good Food & Wine Show Gauteng | 3,850 | 3,490 | 3,360 | 160 | 165 | 200 | ||||
| Total annual exhibitions directly organised in South Africa | 3,850 | 3,490 | 3,360 | 160 | 165 | 200 | ||||
| Directly organised in Brazil | ||||||||||
| - Enersolar | b) | b) | 1,505 | b) | b) | 50 | ||||
| Total annual exhibitions directly organised in Brazil | - | - | 1,505 | - | - | 50 | ||||
| Total annual exhibitions | 82,925 | 81,290 | 90,010 | 370 | 330 | 745 | ||||
| Biennial Exhibitions: | ||||||||||
| Directly organised in Brazil | ||||||||||
| - Braseg | a) | - | 1,510 | a) | - | 55 | ||||
| - Feitintas | - | 1,045 | - | - | 25 | - | ||||
| - Fesqua | - | 10,300 | - | - | 195 | - | ||||
| Total biennial exhibitions directly organised in Brazil | - | 11,345 | 1,510 | - | 220 | 55 | ||||
| Total biennial exhibitions | - | 11,345 | 1,510 | - | 220 | 55 | ||||
| TOTAL EXHIBITIONS | 82,925 | 92,635 | 91,520 | 370 | 550 | 800 | ||||
| a) The exhibition did not take place. | ||||||||||
| b) The exhibition will take place/was held in subsequent quarters. |
At 30 September 2017, Group employees totalled 690 and the breakdown compared to 30 June 2017 was as follows:
| Permanent employees at end of period | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31/12/16 | (units) | 30/09/17 | 30/06/17 | ||||||
| Foreign | Foreign | Foreign | |||||||
| Total | Italy | countries | Fully consolidated companies: | Total | Italy | countries | Total | Italy | countries |
| 31 | 28 | 3 | Executives | 30 | 28 | 2 | 30 | 28 | 2 |
| 633 | 548 | 85 | Managers and White collar workers (including Journalists) | 597 | 553 | 44 | 592 | 546 | 46 |
| 664 | 576 | 88 | Total | 627 | 581 | 46 | 622 | 574 | 48 |
| Equity-accounted companies (a): | |||||||||
| 2 | - | 2 | Executives | 2 | - | 2 | 1 | - | 1 |
| 59 | 8 | 51 | White collar workers | 61 | 8 | 53 | 57 | 7 | 50 |
| 61 | 8 | 53 | Total | 63 | 8 | 55 | 58 | 7 | 51 |
| 725 | 584 | 141 | TOTAL | 690 | 589 | 101 | 680 | 581 | 99 |
| (a) the indicated data corresponds to the pro-quota of total employees |
There was a net increase of ten permanent employees compared to the figure at 30 June 2017. The increase reflected the strengthening of the organisational structure, which is overseen by the Company's corporate governance areas.
There were no significant events after the end of the reporting period.
The performance in the first nine months of 2017 was positive and in line with expectations. The biennial exhibition Host, the leading professional hospitality exhibition worldwide, which was held after the end of the quarter under review, reached another record with a 24% increase in trade visitors. This figure reflects the generally improving trend.
Despite some extraordinary costs, mainly fees linked to the restructuring of the corporate procedures, and barring any currently unforeseen events or circumstances, the full-year forecast is for a significant year-on-year improvement in the gross operating profit thanks to a more favourable exhibition calendar in the fourth quarter.
The Company remains focused on identifying an optimum corporate strategy that, together with its restructured and strengthened corporate governance, will ensure value creation for all Company stakeholders.
The Consolidated Interim Management Report of the Fiera Milano Group has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and with the Listing Rules issued by Consob regulation no. 11971 of 14 May 1999 and subsequent amendments and integrations.
___________________________________________________________________________
The financial, economic and equity data have been prepared in compliance with the disclosure and valuation requirements of the International Accounting Standards IAS/IFRS issued by the International Accounting Standards Board (IASB) and endorsed by the European Union.
The valuation criteria used to prepare the Financial Statements for the Third Quarter 2017 are the same as those used for the Consolidated Financial Statements for the financial year at 31 December 2016, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2017, to which reference should be made.
The Consolidated Financial Statements have been prepared on the basis of the accounting situation at 30 September 2017 as approved by the Boards of Directors of the companies included in the area of consolidation and prepared by Group companies within the area of consolidation. As regards comparable data, it should be noted that in preparing the Consolidated Interim Management Report at 30 September 2017 the tax charge has not been calculated, as permitted under Consob Regulations.
It should also be noted that the methodologies used for estimates in the preparation of the Consolidated Interim Management Report at 30 September 2017 are the same as those normally used to prepare the Annual Consolidated Financial Statements.
The list of companies included in the area of consolidation at 30 September 2017 is given in Attachment 1.
The present 2017 Third Quarter Consolidated Interim Management Report has not been subject to legal audit.
| Full year to 31/12/16 |
Consolidated Income Statement (Amounts in €'000) |
3rd Quarter to 30/09/17 |
3rd Quarter to 30/09/16 restated |
9 months to 30/09/17 |
9 months to 30/09/16 restated |
||||
|---|---|---|---|---|---|---|---|---|---|
| % | % | % | % | % | |||||
| 221,041 100 |
Revenues from sales and services | 45,075 | 100 | 40,342 | 100 | 186,945 | 100 | 178,929 | 100 |
| 2,281 1.0 |
Cost of materials | 581 | 1.3 | 612 | 1.5 | 2,537 | 1.4 | 1,901 | 1.1 |
| 121,423 54.9 |
Cost of services | 32,772 | 72.7 | 23,780 | 58.9 | 110,234 | 59.0 | 91,841 | 51.3 |
| 49,837 22.5 |
Costs for use of third party assets | 12,150 | 27.0 | 12,452 | 30.9 | 37,444 | 20.0 | 37,306 | 20.8 |
| 44,101 20.0 |
Personnel expenses | 10,313 | 22.9 | 9,906 | 24.6 | 33,818 | 18.1 | 32,727 | 18.3 |
| 4,222 1.9 |
Other operating expenses | 1,109 | 2.5 | 1,326 | 3.3 | 3,794 | 2.0 | 3,756 | 2.1 |
| 221,864 100.4 |
Total operating costs | 56,925 | 126.3 | 48,076 | 119.2 | 187,827 | 100.5 | 167,531 | 93.6 |
| 3,216 1.5 |
Other income | 603 | 1.3 | 784 | 1.9 | 1,859 | 1.0 | 2,415 | 1.3 |
| 1,259 0.6 |
Results of equity-accounted companies | 442 | 1.0 | 388 | 1.0 | 1,719 | 0.9 | 746 | 0.4 |
| 3,652 1.7 |
Gross operating result | (10,805) | -24.0 | (6,562) | -16.3 | 2,696 | 1.4 | 14,559 | 8.1 |
| 8,398 3.8 |
Depreciation and amortisation | 1,712 | 3.8 | 2,160 | 5.4 | 5,134 | 2.7 | 6,230 | 3.5 |
| 5,477 2.5 |
Allowance for doubtful accounts and other provisions | 376 | 0.8 | 313 | 0.8 | 2,026 | 1.1 | 1,278 | 0.7 |
| 12,771 5.8 |
Adjustments to asset values | - - | 43 | 0.1 | 11 | 0.0 | 1,942 | 1.1 | |
| (22,994) -10.4 |
Net operating result (EBIT) | (12,893) | -28.6 | (9,078) | -22.5 | (4,475) | -2.4 | 5,109 | 2.9 |
| (985) -0.4 |
Financial income/(expenses) | (122) | -0.3 | (307) | -0.8 | (845) | -0.5 | (416) | -0.2 |
| (23,979) -10.8 |
Profit/(loss) before income tax from continuing operations | (13,015) | -28.9 | (9,385) | -23.3 | (5,320) | -2.8 | 4,693 | 2.6 |
| (4,151) -1.9 |
Profit/(loss) before income tax from discontinued operations | - | - | 192 | 0.5 | - | - | (229) | -0.1 |
| (28,130) -12.7 |
Profit/(loss) before income tax: | (13,015) | -28.9 | (9,193) | -22.8 | (5,320) | -2.8 | 4,464 | 2.5 |
| (28,051) -12.7 |
- attributable to the shareholders of the controlling entity | (13,365) | -29.7 | (9,215) | -22.8 | (5,449) | -2.9 | 4,625 | 2.6 |
| (79) -0.0 |
- attributable to non-controlling interests | 350 | 0.8 | 22 | 0.1 | 129 | 0.1 | (161) | -0.1 |
| (1,484) -0.7 |
Cash flow before income tax for the Group and non-controlling interests | (10,927) | -24.2 | (6,677) | -16.6 | 1,851 | 1.0 | 13,914 | 7.8 |
Some figures in the consolidated financial statements at 30 September 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017.
| 31/12/16 | Reclassified Consolidated Statement of Financial Position (Amounts in €'000) |
30/09/17 | 30/06/17 | Change | |
|---|---|---|---|---|---|
| 94,216 | Goodwill and intangible assets with an indefinite useful life | 94,216 | 94,216 | - | |
| 17,777 | Intangible assets with a finite useful life | 15,927 | 16,403 | (476) | |
| 14,511 | Tangible fixed assets | 14,642 | 15,104 | (462) | |
| 34,378 | Other non-current assets | 33,669 | 30,971 | 2,698 | |
| 160,882 | A | Non-current assets | 158,454 | 156,694 | 1,760 |
| 5,480 | Inventories and contracts in progress | 4,027 | 3,267 | 760 | |
| 52,227 | Trade and other receivables | 71,220 | 71,793 | (573) | |
| 57,707 | B | Current assets | 75,247 | 75,060 | 187 |
| 41,114 | Trade payables | 52,698 | 54,635 | (1,937) | |
| 40,239 | Advances | 64,549 | 62,500 | 2,049 | |
| 1,605 | Tax liabilities | 803 | 2,000 | (1,197) | |
| 21,276 | Provisions for risks and charges and other current liabilities | 22,619 | 26,525 | (3,906) | |
| 104,234 | C | Current liabilities | 140,669 | 145,660 | (4,991) |
| (46,527) | D | Net working capital (B - C) | (65,422) | (70,600) | 5,178 |
| 114,355 | E | Gross capital employed (A + D) | 93,032 | 86,094 | 6,938 |
| 9,302 | Employee benefit provisions | 9,167 | 9,093 | 74 | |
| 7,107 | Provisions for risks and charges and other non-current liabilities | 5,069 | 5,488 | (419) | |
| 16,409 | F | Non-current liabilities | 14,236 | 14,581 | (345) |
| 97,946 | G | NET CAPITAL EMPLOYED continuing operations (E - F) | 78,796 | 71,513 | 7,283 |
| 2,049 | H | NET CAPITAL EMPLOYED assets held for sale | - | - | - |
| 99,995 | TOTAL NET CAPITAL EMPLOYED (G + H) | 78,796 | 71,513 | 7,283 | |
| covered by: | |||||
| 61,006 | Equity attributable to the Group | 55,938 * | 67,238 | (11,300) | |
| 673 | Non-controlling interests | 515 * | 161 | 354 | |
| 61,679 | I | Total equity | 56,453 | 67,399 | (10,946) |
| (20,904) | Cash & cash equivalents | (20,294) | (28,062) | 7,768 | |
| 46,284 | Current financial (assets)/liabilities | 41,217 | 29,885 | 11,332 | |
| 14,150 | Non-current financial (assets)/liabilities | 1,420 | 2,291 | (871) | |
| 39,530 | Net financial position from continuing operations | 22,343 | 4,114 | 18,229 | |
| (1,214) | Net financial position from assets held for sale | - | - | - | |
| 38,316 | L | Net financial position (TOTAL) | 22,343 | 4,114 | 18,229 |
| 99,995 | EQUITY AND NET FINANCIAL POSITION (I + L) * includes pre-tax result for the period |
78,796 | 71,513 | 7,283 |
Non-current assets totalled Euro 158.454 million at 30 September 2017, compared to Euro 156.694 million at 30 June 2017. The Euro 1.760 million increase was due to the net effect of investments of Euro 0.765 million, depreciation and amortisation of Euro 1.712 million, negative exchange losses of Euro 0.070 million, an increase in equity accounted investments of Euro 0.461 million, an increase in deferred tax assets of Euro 2.411 million and a negative figure for other movements totalling Euro 0.095 million.
Net working capital moved from a negative figure of Euro 70.600 million at 30 June 2017 to a negative figure of Euro 65.422 million at 30 September 2017.
The change in this figure of Euro 5.178 million was due to the following:
At 30 September 2017, non-current liabilities totalled Euro 14.236 million compared to Euro 14.581 million at 30 June 2017.
Group equity at 30 September 2017 was Euro 55.938 million compared to Euro 67.238 million at 30 June 2017, a decrease of Euro 11.300 million due to the following:
Equity attributable to non-controlling interests was Euro 0.515 million at 30 September 2017 compared to Euro 0.161 million at 30 June 2017. The Euro 0.354 million increase reflects:
Information on the changes in financial assets and liabilities is given in the section on the financial position.
The Manager responsible for preparing the Company's financial statements, Sebastiano Carbone, in accordance with paragraph 2 of Article 154-bis of the Consolidated Finance Act, herewith declares that the accounting information in the present Interim Management Report is consistent with the Company's official documents, books and accounting records.
| List of companies included in the consolidation area and other investments at 30 September 2017 | ||||||
|---|---|---|---|---|---|---|
| Shareholding % | Shareholding of Group companies | |||||
| Directly held by |
Indirectly held through |
|||||
| Share capital | Group | Fiera | other Group | |||
| Company name and registered office A) List of companies included in the area of consolidation |
Main activity | (000) (*) | total | Milano | companies | % |
| Parent Company | ||||||
| Fiera Milano SpA | Organisation and hosting | |||||
| Milan, p.le Carlo Magno 1 | of exhibitions in Italy | 42,445 | ||||
| Fully consolidated companies | ||||||
| Fiera Milano Media SpA | ||||||
| Milan, p.le Carlo Magno 1 | Media services | 2,803 | 100 | 100 | 100 Fiera Milano SpA | |
| Fiera Milano Congressi SpA | Management of | |||||
| Milan, p.le Carlo Magno 1 | congresses | 100 2,000 | 100 | 100 Fiera Milano SpA | ||
| Mico DMC S.r.l. | Management of | |||||
| Milan, p.le Carlo Magno 1 | congresses | 51 10 | 51 | 51 Fiera Milano Congressi SpA | ||
| La Fabbrica del Libro SpA | Organisation of exhibitions | |||||
| Milan, p.le Carlo Magno 1 | in Italy | 51 120 | 51 | 51 Fiera Milano SpA | ||
| Nolostand SpA | ||||||
| Milan, p.le Carlo Magno 1 | Stand fitting services | 7,500 | 100 | 100 | 100 Fiera Milano SpA | |
| Ipack-Ima SpA | Organisation of exhibitions | |||||
| Rho, S.S. del Sempione km 28 | in Italy | 100 200 | 100 | 100 Fiera Milano SpA |
||
| Eurofairs International Consultoria e Participações Ltda | ||||||
| São Paulo Brasil, | Organisation of exhibitions | 99.98 Fiera Milano SpA |
||||
| na Avenida Angélica, nº 2350, Sala B, Consolação, | outside of Italy | R \$ 47,032 | 100 | 99.98 | 0.02 | 0.02 Nolostand SpA Eurofairs International |
| CIPA Fiera Milano Publicações e Eventos Ltda | Organisation of exhibitions | 99 Consultoria e Participações Ltda |
||||
| São Paulo Brasil, Av. Angelica | outside of Italy | R \$ 7,003 | 100 | 1 | 99 | 1 Fiera Milano SpA |
| Fiera Milano India Pvt Ltd | Organisation of exhibitions | |||||
| New Delhi, Barakhamba Road, Connaught Place | outside of Italy | INR 20,000 | 99.99 | 99.99 | 99.99 Fiera Milano SpA | |
| Limited Liability Company "Fiera Milano" | ||||||
| Moscow, 24 A/1 ul. B. Cherkizovskaya | Organisation of exhibitions outside of Italy |
RUB 10,000 | 100 | 100 | 100 Fiera Milano SpA | |
| Fiera Milano Exhibitions Africa Pty Ltd | Organisation of exhibitions | |||||
| Cape Town, The Terraces, Steenberg Office Park, Tokai | outside of Italy | ZAR 0.6 | 100 | 100 | 100 Fiera Milano SpA | |
| B) List of jointly controlled companies equity-accounted | ||||||
| Hannover Milano Global Germany GmbH | ||||||
| Hannover Germany, Messegelaende | Organisation of exhibitions outside of Italy |
49 25 | 49 | 49 Fiera Milano SpA | ||
| Hannover Milano Fairs Shanghai Co. Ltd | ||||||
| Shanghai China, Pudong Office Tower | Organisation of exhibitions outside of Italy |
USD 500 | 49 | 100 | Hannover Milano Global 100 Germany GmbH |
|
| Hannover Milano Fairs China Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| Hong Kong China, Golden Gate Building | outside of Italy | HKD 10 | 49 | 100 | 100 Germany GmbH |
|
| Hannover Milano Fairs India Pvt Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| East Mumbai, Andheri | outside of Italy | INR 274,640 | 48.99 | 99.99 | 99.99 Germany GmbH |
|
| Global Fairs & Media Private Ltd | Organisation of exhibitions | Hannover Milano Fairs India | ||||
| New Delhi, Bahadur Shah Zafar Marg 9-10 | outside of Italy | INR 207,523 | 24.5 | 50 | 50 Pvt Ltd |
|
| Ipack Ima Srl | Organisation of exhibitions | |||||
| Rho, S.S. del Sempione km 28 | in Italy | 49 20 | 49 | 49 Ipack-Ima SpA |
||
| C) List of companies accounted at cost | ||||||
| Shareholding % | Shareholding of Group companies | |||||
| Directly held by |
Indirectly held through |
|||||
| Share capital | Group | Fiera | other Group | |||
| Company name and registered office | (000) (*) | total | Milano | companies | % | |
| Esperia SpA | ||||||
| Rose (Cosenza) | Other activities | 1,403 | 2 | 2 | 2 Fiera Milano Media SpA |
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