Quarterly Report • Aug 3, 2017
Quarterly Report
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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 "Relazione finanziaria semestrale al 30 giugno 2017".
However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian. The Italian version of the Relazione finanziaria semestrale al 30 giugno 2017 shall prevail upon the English version.
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 fully paid up. Companies Register, Tax Reference and VAT no. 13194800150 Economic Administrative Register 1623812
Rho (Milan), 28 July 2017
| CORPORATE BODIES AND INDEPENDENT AUDITOR | 3 |
|---|---|
| BUSINESS MODEL | 4 |
| GROUP STRUCTURE | 5 |
| HIGHLIGHTS OF THE FIRST SEMESTER 2017 | 6 |
| REFERENCE SECTOR BACKGROUND | 7 |
| FIERA MILANO GROUP HALF-YEAR FINANCIAL REPORT | |
| Interim report on operations • • Summary of results and significant events in the semester |
8 |
| • Business performance by operating segment and by geographic area • Information on related-party transactions • Group personnel • Risk factors affecting the Group • Key data of the companies of the Group • Significant events after the end of the reporting period • Business outlook |
17 23 23 23 31 33 33 |
| Interim Condensed Consolidated Financial Statements at 30 June 2017 • |
|
| • Consolidated Statement of Financial Position | 35 |
| • Consolidated Statement of Comprehensive Income | 36 |
| • Consolidated Statement of Cash Flows • Consolidated Statement of Changes in Equity |
37 38 |
| • Illustrative notes: − Accounting standards and consolidation criteria |
39 |
| − Disclosure on subsidiaries, joint ventures and associates | 43 |
| − Disclosure on discontinued operations | 45 |
| − Segment reporting | 46 |
| − Notes to the Interim Condensed Consolidated Financial Statements − Attachment 1 – List of companies included in the consolidation area and other investments |
49 |
| at 30 June 2017 Declaration relating to the Interim Condensed Consolidated Financial Statements pursuant to Article 154-bis paragraph 5 of Legislative Decree 58/98 |
81 82 |
Page
| Lorenzo Caprio | Chairperson* |
|---|---|
| Marina Natale | Chief Executive Officer |
| Alberto Baldan | Director* |
| Stefania Chiaruttini | Director* |
| Gianpietro Corbari | Director* |
| Francesca Golfetto | Director* |
| Angelo Meregalli | 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.
_______________________________________________________________________________
Lorenzo Caprio Gianpietro Corbari Stefania Chiaruttini Alberto Baldan Francesca Golfetto Elena Vasco Angelo Meregalli
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.
The Board of Statutory Auditors was appointed by the Shareholders' Meeting of 29 April 2015 and its mandate will expire with the Shareholders' Meeting to approve the Financial Statements at 31 December 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 legally representing 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 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:
__________
__________
__________
_________
Consolida ated reven nues: Euro 142 million .
__________
__________
__________
__________
________
48, of whic ch 14 abroa ad.
18,875, of which 3,66 60 abroad
N 1, of Net exhibit ,009,245 sq f which 142 tion space quare metre 2,095 square occupied: es e metres ab :broad.
T 38 otal gross 88,000 squa exhibition are metres n space:
of 34 in f which 45,000 squa n the fieram are metres ilano exhibi ition site
43 in 3,000 squar n the fieram re metres ilanocity ex xhibition site e
In July of this year, UFI (the Global Association of the Exhibition Industry) compiled the nineteenth Global Exhibition Barometer; since 2008 this research has provided the most updated information on the trend and outlook of the exhibition sector as perceived by its members. The current research reflects the views of 257 participants in 56 countries. The Global Exhibition Barometer surveyed expectations for the year-on-year performance of revenues for both semesters in 2017 and for the first semester 2018.
________________________________________________________________________________
The main results of the survey may be summarised as follows:
The table below gives the key figures of the Group for the semester under review and the comparative data for the same period of the previous financial year, as well as those for the financial year to 31 December 2016.
| Full year at 31/12/16 |
Fiera Milano Group Summary of key figures (Amounts in € '000) |
1st Half at 30/06/17 |
1st Half at 30/06/16 restated |
|---|---|---|---|
| 221,041 | Revenues from sales and services | 141,870 | 138,587 |
| 3,652 | Gross operating result (a) | 13,501 | 21,121 |
| (22,994) | Net operating result (EBIT) | 8,418 | 14,187 |
| (18,674) | Net profit/(loss) (continuing operations) | 5,639 | 8,818 |
| (4,176) | Net profit/(loss) (discontinued operations) | - | (421) |
| (22,850) | Net profit/(loss) | 5,639 | 8,397 |
| (22,794) | - Attributable to the shareholders of the controlling entity | 5,863 | 8,564 |
| (56) | - Attributable to non-controlling interests | (224) | (167) |
| 3,796 | Cash flow of the Group and non-controlling interests (b) | 10,722 | 15,331 |
| 99,995 | Net capital employed (c) | 71,513 | 126,367 |
| covered by: | |||
| 61,006 | Equity attributable to the Group | 67,238 | 92,199 |
| 673 | Equity attributable to non-controlling interests | 161 | 351 |
| 38,316 | Net financial debt/(cash) continuing operations and assets held for sale | 4,114 | 33,817 |
| 7,387 | Investments (continuing operations and assets held for sale) | 3,072 | 3,455 |
| 725 | Employees (no. of permanent employees at end of period) | 680 | 714 |
| (a) Gross operating profit is the operating result before depreciation and amortisation, adjustments to asset values and other provisions. (b) Cash flow is the net result for the period, plus depreciation and amortisation, provisions and adjustments to asset values. (c) Net capital employed is non-current assets, non-current liabilities and net working capital. |
Some figures in the Interim Consolidated Financial Statements at 30 June 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017.
The trend in revenues in the first semester 2017 was positive compared to the same semester 2016 and mainly reflected the different exhibition calendar that included the directly organised biennial exhibition Tuttofood and the presence of new exhibitions (Lamiera, Tempo di Libri Milano, Versilia Yachting Rendez-Vous and MAM-Mostra A Milano Arte e Antiquariato). However, this performance was, in part, offset by the slower performance of the stand-fitting segment.
Unlike the figure for revenues, the gross operating profit was lower than in the first semester 2016 mainly due to costs for the consultancy fees for the overhaul of the corporate procedures and for development costs sustained for some proprietary exhibitions, in particular, Bit.
With regard to the foreign businesses, on 22 February 2017, an agreement was signed to sell the 75% shareholding in Worldex Fiera Milano Exhibitions Co. Ltd. operating in China. Under the agreement the sale price was Euro 2.750 million plus an eventual deferred amount of maximum Euro 1.000 million linked to the attainment of certain results in the three-year period 2017-2019. On 24 April 2017, the transaction was finalised when the new business license was awarded by the relevant Chinese authorities. This divestment was part of the decision to concentrate the activities of the Group in China in the existing joint venture with the German company Deutsche Messe.
In addition to the aforementioned transaction, it should be noted that:
On 20 June 2017, the Milan Court – Prevention Court Independent Section ruled that it would lift the administration order imposed on the subsidiary Nolostand SpA. It was lifted following the significant amount of work, carried out in collaboration with the Court-appointed Administrator, on the procedures and controls under Model 231, the new Supervisory Body, new Group procedures and those governing contracts with and management of suppliers. The administration order had been imposed by a decree issued on 23 June 2016 that was notified to the Company on 6 July 2016 and was for a period of six months subsequently extended for a further six months.
The audience to decide on the administration order imposed on the stand-fitting business division of Fiera Milano SpA is scheduled for 28 September 2017. In the meantime, the Company intends to complete all the initiatives to optimise, rectify and introduce new rules that ensure safer business management founded on new working models and methodologies.
The business of the Group is seasonal due to exhibitions that have a biennial and multiannual frequency. Moreover, the absence of exhibitions in July and August and the presence of exhibitions from September onwards make a comparison of the financial figures between the first and second semesters of the year meaningless. Given the seasonality of the business, the revenues and results of one semester cannot be extrapolated for the full-year.
The table below shows the Consolidated Income Statement with detailed figures for the first semester 2017.
| Consolidated Income Statement (Amounts in €'000) |
||||||
|---|---|---|---|---|---|---|
| Full year at 31/12/16 |
1st Half at 30/06/17 |
1st Half at 30/06/16 restated |
||||
| % | % | % | ||||
| 221,041 | 100 | Revenues from sales and services | 141,870 | 100 | 138,587 | 100 |
| 2,281 | 1.0 | Cost of materials | 1,956 | 1.4 | 1,289 | 0.9 |
| 121,423 | 54.9 | Cost of services | 77,462 | 54.6 | 68,061 | 49.1 |
| 49,837 | 22.5 | Costs for use of third party assets | 25,294 | 17.8 | 24,854 | 17.9 |
| 44,101 | 20.0 | Personnel expenses | 23,505 | 16.6 | 22,821 | 16.5 |
| 4,222 | 1.9 | Other operating expenses | 2,685 | 1.9 | 2,430 | 1.8 |
| 221,864 | 100.4 | Total operating costs | 130,902 | 92.3 | 119,455 | 86.2 |
| 3,216 | 1.5 | Other income | 1,256 | 0.9 | 1,631 | 1.2 |
| 1,259 | 0.6 | Results of equity-accounted companies | 1,277 | 0.9 | 358 | 0.3 |
| 3,652 | 1.7 | Gross operating result | 13,501 | 9.5 | 21,121 | 15.2 |
| 8,398 | 3.8 | Depreciation and amortisation | 3,422 | 2.4 | 4,070 | 2.9 |
| 5,477 | 2.5 | Allowance for doubtful accounts and other provisions | 1,650 | 1.2 | 965 | 0.7 |
| 12,771 | 5.8 | Adjustments to asset values | 11 | - | 1,899 | 1.4 |
| (22,994) | -10.4 | Net operating result (EBIT) | 8,418 | 5.9 | 14,187 | 10.2 |
| (985) | -0.4 | Financial income/(expenses) | (723) | -0.5 | (109) | -0.1 |
| (23,979) | -10.8 | Profit/(loss) before income tax | 7,695 | 5.4 | 14,078 | 10.2 |
| (5,305) | -2.4 | Income tax | 2,056 | 1.4 | 5,260 | 3.8 |
| (18,674) | -8.4 | Profit/(loss) from continuing operations | 5,639 | 4.0 | 8,818 | 6.4 |
| (4,176) | -1.9 | Profit/(loss) from discontinued operations | - | - | (421) | -0.3 |
| (22,850) | -10.3 | Profit/(loss): | 5,639 | 4.0 | 8,397 | 6.1 |
| (22,794) | -10.3 | - attributable to the shareholders of the controlling entity | 5,863 | 4.1 | 8,564 | 6.2 |
| (56) | -0.0 | - attributable to non-controlling interests | (224) | -0.2 | (167) | -0.1 |
| 3,796 | 1.7 | Cash flow for the Group and non-controlling interests | 10,722 | 7.6 | 15,331 | 11.1 |
| and Haikou Worldex finalised on 24 April 2017. | Some figures in the Interim Consolidated Financial Statements at 30 June 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex |
Revenues from sales and services totalled Euro 141.870 million, an increase of approximately 2% compared to the figure for the same semester of the previous financial year (Euro 138.587 million). The higher revenues mainly reflected the new directly organised exhibitions Lamiera (an international trade fair for sheet metal forming machinery and all technological innovations in the sector), Tempo di Libri Milano (the Italian publishing exhibition), Versilia Yachting Rendez-Vous (an event promoting top-end products in the nautical sector) and MAM-Mostra A Milano Arte e Antiquariato. There were also positive results from: LineaPelle and the ancillary exhibition Simac Tanning-Tech for production technologies for the manufacture of shoes and leather goods; Milano Unica, a fair for textile collections and garment accessories; and Promotion Trade Exhibition, an annual international fair for promotional articles, business gifts and technologies for their personalisation, which in the first semester 2017 was directly organised for the first time by Fiera Milano and had an improvement in revenues.
The positive trend in revenues was also helped by the more favourable exhibition calendar which, in the semester under review, included the directly organised biennial exhibition Tuttofood and the hosted exhibition Made Expo. It was negatively affected by the absence of the important biennial exhibition Mostra Convegno Expocomfort.
There was also an impact from lower revenues in the stand-fitting segment, in particular due to lower business volumes coming from outside the exhibition sites and to the absence of the revenues for dismantling the structures of Expo 2015 that were present in the first semester of the preceding financial year.
The performance shows the following variations:
The table below gives a summary of the net square metres of exhibition space occupied by the various Fiera Milano Group exhibitions and by congresses with related exhibition space.
| Fiera Milano Group Summary operating figures |
1st Half 2017 | 1st Half 2016 Change |
||||
|---|---|---|---|---|---|---|
| of which organised | of which organised | of which organised | ||||
| Total | by the Group | Total | by the Group | Total | by the Group | |
| Number of exhibitions: | 48 | 25 | 41 | 19 | 7 | 6 |
| Italy | 34 | 11 | 28 | 6 | 6 | 5 |
| . annual | 23 | 8 | 23 | 6 | - | 2 |
| . biennial | 11 | 3 | 5 | - | 6 | 3 |
| . multi-annual | - | - | - | - | - | - |
| Foreign countries | 14 | 14 | 13 | 13 | 1 | 1 |
| . annual | 12 | 12 | 13 | 13 | (1) | (1) |
| . biennial | 2 | 2 | - | - | 2 | 2 |
| . multi-annual | - | - | - | - | - | - |
| Number of congresses with related exhibition space - Italy |
16 | - | 23 | - | (7) | - |
| Net sq.metres of exhibition space: | 1,009,245 | 406,710 | 925,960 | 232,870 | 83,285 | 173,840 |
| Italy | 867,150 | 264,615 | 807,355 | 114,265 | 59,795 | 150,350 |
| . annual (a) | 604,380 | 141,330 | 591,330 | 114,265 | 13,050 | 27,065 |
| . biennial | 262,770 | 123,285 | 216,025 | - | 46,745 | 123,285 |
| . multi-annual | - | - | - | - | - | - |
| (a) of which congresses with related exhibition space | 18,130 | - | 29,930 | - | (11,800) | - |
| Foreign countries | 142,095 | 142,095 | 118,605 | 118,605 | 23,490 | 23,490 |
| . annual | 132,590 | 132,590 | 118,605 | 118,605 | 13,985 | 13,985 |
| . biennial | 9,505 | 9,505 | - | - | 9,505 | 9,505 |
| . multi-annual | - | - | - | - | - | - |
| Number of exhibitors: | 18,875 | 7,935 | 17,540 | 5,415 | 1,335 | 2,520 |
| Italy | 15,215 | 4,275 | 14,405 | 2,280 | 810 | 1,995 |
| . annual (b) | 11,520 | 2,740 | 11,885 | 2,280 | (365) | 460 |
| . biennial | 3,695 | 1,535 | 2,520 | - | 1,175 | 1,535 |
| . multi-annual | - | - | - | - | - | - |
| (b) of which congresses with related exhibition space | 1,095 | - | 1,535 | - | (440) | - |
| Foreign countries | 3,660 | 3,660 | 3,135 | 3,135 | 525 | 525 |
| . annual | 3,410 | 3,410 | 3,135 | 3,135 | 275 | 275 |
| . biennial | 250 | 250 | - | - | 250 | 250 |
| . multi-annual | - | - | - | - | - | - |
The Gross operating profit for the semester was Euro 13.501 million compared to a figure of Euro 21.121 million in the same period of the previous financial year. This was a decrease of Euro 7.620 million and showed a trend that differed from the trend in revenues. There was an impact from increased consultancy fees for the overhaul of the corporate procedures and the model under Legislative Decree 231/2001 and for costs linked to the re-positioning of Bit.
The Net operating profit (EBIT) was Euro 8.418 million, compared to Euro 14.187 million in the first semester of 2016. The decrease in net operating profit reflected the trend in the gross operating profit and provisions in the period for legal disputes with personnel. This was, in part, compensated by the absence of the impairment charges of Euro 1.899 million on trademarks and trade publications included in the financial statements of the same semester of the previous financial year.
The Profit before income tax for the semester was Euro 7.695 million compared to Euro 14.078 million in the first semester of 2016 and reflected the change in net operating profit but also lower financial costs in the Parent Company due to lower net debt.
The Profit for the first-half of 2017 was Euro 5.639 million of which Euro 5.863 million was attributable to the Shareholders of the controlling entity (Euro 8.564 million in the first semester 2016) and a loss of Euro 0.224 million attributable to non-controlling interests (a loss of Euro 0.167 million in the first semester of 2016).
The Profit for the period from continuing operations was Euro 5.639 million compared to Euro 8.818 million in the first semester 2016.
The Profit for the period from discontinued operations was zero compared to a loss of Euro 0.421 million in the first semester of 2016. The same period of the previous financial year included the results from the Chinese subsidiaries Worldex and Haikou Worldex, divested in April 2017.
Total cash flow (calculated as the net result plus amortisation and depreciation, provisions and adjustments to asset values) was Euro 10.722 million in the semester under review compared to Euro 15.331 million in the same semester of the previous financial year.
| The following table shows the Reclassified Consolidated Statement of Financial Position. | |||||
|---|---|---|---|---|---|
| Reclassified Consolidated Statement of Financial Position (Amounts in €'000) |
||||
|---|---|---|---|---|
| 30/06/17 | 31/12/16 | Change | ||
| Goodwill and intangible assets with an indefinite useful life | 94,216 | 94,216 | - | |
| Intangible assets with a finite useful life | 16,403 | 17,777 | (1,374) | |
| Tangible fixed assets | 15,104 | 14,511 | 593 | |
| Other non-current assets | 30,971 | 34,378 | (3,407) | |
| A | Non-current assets | 156,694 | 160,882 | (4,188) |
| Inventory and contracts in progress | 3,267 | 5,480 | (2,213) | |
| Trade and other receivables | 71,793 | 52,227 | 19,566 | |
| Other assets | - | - | - | |
| B | Current assets | 75,060 | 57,707 | 17,353 |
| Trade payables | 54,635 | 41,114 | 13,521 | |
| Advances | 62,500 | 40,239 | 22,261 | |
| Tax liabilities | 2,000 | 1,605 | 395 | |
| Provisions for risks and charges and other current liabilities | 26,525 | 21,276 | 5,249 | |
| C | Current liabilities | 145,660 | 104,234 | 41,426 |
| D | Net working capital (B - C) | (70,600) | (46,527) | (24,073) |
| E | Gross capital employed (A + D) | 86,094 | 114,355 | (28,261) |
| Employee benefit provisions | 9,093 | 9,302 | (209) | |
| Provisions for risks and charges and other non-current liabilities | 5,488 | 7,107 | (1,619) | |
| F | Non-current liabilities | 14,581 | 16,409 | (1,828) |
| G | NET CAPITAL EMPLOYED continuing operations (E - F) | 71,513 | 97,946 | (26,433) |
| H | NET CAPITAL EMPLOYED assets held for sale | - | 2,049 | (2,049) |
| TOTAL NET CAPITAL EMPLOYED (G + H) | 71,513 | 99,995 | (28,482) | |
| covered by: Equity attributable to the Group |
67,238 | 61,006 | 6,232 | |
| Equity attributable to non-controlling interests | 161 | 673 | (512) | |
| I | Total equity | 67,399 | 61,679 | 5,720 |
| Cash & cash equivalents | (28,062) | (20,904) | (7,158) | |
| Current financial (assets)/liabilities | 29,885 | 46,284 | (16,399) | |
| Non-current financial (assets)/liabilities | 2,291 | 14,150 | (11,859) | |
| Net financial position continuing operations | 4,114 | 39,530 | (35,416) | |
| Net financial position assets held for sale | - | (1,214) | 1,214 | |
| L | Net financial position (TOTAL) | 4,114 | 38,316 | (34,202) |
| EQUITY AND NET FINANCIAL POSITION (I + L) | 71,513 | 99,995 | (28,482) |
At 30 June 2017, non-current assets totalled Euro 156.694 million compared to Euro 160.882 million at 31 December 2016. The Euro 4.188 million decrease was the net figure of investments totalling Euro 3.072 million, depreciation and amortisation of Euro 3.422 million, a decrease in tax assets for deferred taxes of Euro 2.084 million, Euro 0.995 million of lower valuations of equity accounted investments, a negative exchange rate difference of Euro 0.499 million and other movements that gave rise to a negative figure of Euro 0.260 million.
Net working capital went from a negative figure of Euro 46.527 million at 31 December 2016 to a negative figure of Euro 70.600 million at 30 June 2017. The change of Euro 24.073 million in this figure reflected:
Equity attributable to the Group was Euro 67.238 million at 30 June 2017, compared to Euro 61.006 million at 31 December 2016, an increase of Euro 6.232 million due to: an increase in the net result for the period of Euro 5.863 million, an increase of Euro 0.215 million in other items of comprehensive income and an increase of Euro 0.154 million in exchange rate differences.
Equity attributable to non-controlling interests at 30 June 2017 were Euro 0.161 million, compared to Euro 0.673 at 31 December 2016, a decrease of Euro 0.512 million that reflected a Euro 0.224 million decrease in the net profit for the period, a Euro 0.548 million decrease from the sale of the Chinese subsidiary Worldex, and an increase of Euro 0.260 million for payments for future capital increases in the subsidiary La Fabbrica del Libro SpA.
| 31/12/16 | Group Net Financial Position (Amounts in € '000) |
30/06/17 |
|---|---|---|
| 20,904 | A. Cash (including bank balances) | 28,062 |
| - | B. Other cash equivalents | - |
| - | C. Securities held for trading | - |
| 20,904 | D. Cash and cash equivalents (A+B+C) | 28,062 |
| 2,622 | E. Current financial assets | 4,632 |
| 2,622 | - E.1 of which Current financial assets from other related parties | 4,632 |
| 18,019 | F. Current bank borrowings | 6,465 |
| 27,523 | G. Current portion of non-current debt | 24,505 |
| 3,364 | H. Other current financial liabilities | 3,547 |
| 1,627 | - H.1 of which Other current financial liabilities to the controlling shareholder | 2,781 |
| 876 | - H.2 of which Other current financial liabilities to other related parties | 36 |
| 48,906 | I. Current financial debt (F+G+H) | 34,517 |
| 25,380 | J. Current net financial debt (cash) (I-E-D) | 1,823 |
| 14,108 | K. Non-current bank borrowings | 2,248 |
| - | L. Debt securities in issue | - |
| 42 | M. Other non-current liabilities | 43 |
| 42 | - M.1 of which Other non current liabilities to other related parties | 43 |
| 14,150 | N. Non-current financial debt (K+L+M) | 2,291 |
| 39,530 | Net financial debt/(cash) from continuing operations (J+N) | 4,114 |
| (1,214) | Net financial debt/(cash) from assets held for sale | - |
| 38,316 | O. Net financial debt/(cash) | 4,114 |
The Group net financial position and its breakdown are shown in the table on the following page.
Net financial debt at 30 June 2017 was Euro 4.114 million compared to Euro 38.316 million at 31 December 2016, a decrease of Euro 34.202 million.
The improvement in Net financial debt was due to the positive cash flow generated from operations in the semester and to movements in net working capital, primarily in payments and advances received for the exhibitions held in the semester and for those due to be held in coming months. The Group also benefited from the cash in from the sale of its holding in the Chinese company Worldex and from an increase in financial receivables for the dividend payment approved by the company held in joint venture with Hannover Milano Global Germany GmbH.
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) | 1st Half | 1st Half | ||
| Revenues from sales and services | at 30/06/17 | at 30/06/16 restated | ||
| - By operating segment: | % | % | ||
| . Italian Exhibitions | 122,248 | 73.6 | 114,343 | 69.7 |
| . Foreign Exhibitions | 3,620 | 2.2 | 2,053 | 1.3 |
| . Stand-fitting Services | 18,631 | 11.2 | 26,283 | 16.0 |
| . Media | 5,335 | 3.2 | 5,908 | 3.6 |
| . Congresses | 16,233 | 9.8 | 15,395 | 9.4 |
| Total revenues gross of adjustments for inter-segment transactions | 166,067 | 100.0 | 163,982 | 100.0 |
| . Adjustments for inter-segment transactions | (24,197) | (25,395) | ||
| Total revenues net of adjustments for inter-segment transactions | 141,870 | 138,587 | ||
| - By geographic area: | ||||
| . Italy | 138,250 | 97.4 | 136,561 | 98.5 |
| . Foreign countries | 3,620 | 2.6 | 2,026 | 1.5 |
| Total | 141,870 | 100.0 | 138,587 | 100.0 |
| Gross operating result | % | % | ||
| on | on | |||
| - By operating segment: | revenues | revenues | ||
| . Italian Exhibitions | 12,496 | 10.2 | 15,623 | 13.7 |
| . Foreign Exhibitions | 295 | 8.1 | 92 | 4.5 |
| . Stand-fitting Services | 377 | 2.0 | 3,817 | 14.5 |
| . Media | (106) | -2.0 | 267 | 4.5 |
| . Congresses | 439 | 2.7 | 1,356 | 8.8 |
| . Adjustments for inter-segment transactions | - | (34) | ||
| Total | 13,501 | 9.5 | 21,121 | 15.2 |
| - By geographic area: | ||||
| . Italy | 13,236 | 9.6 | 21,139 | 15.5 |
| . Foreign countries Total |
265 | 7.3 9.5 |
(18) | -0.9 15.2 |
| Net operating result (EBIT) | 13,501 | 21,121 | ||
| % on |
% on |
|||
| - By operating segment: | revenues | revenues | ||
| . Italian Exhibitions | 9,676 | 7.9 | 12,753 | 11.2 |
| . Foreign Exhibitions | (32) | -0.9 | (1,762) | -85.8 |
| . Stand-fitting Services | (650) | -3.5 | 3,072 | 11.7 |
| . Media | (314) | -5.9 | (650) | -11.0 |
| . Congresses | (229) | -1.4 | 835 | 5.4 |
| . Adjustments for inter-segment transactions | (33) | (61) | ||
| Total | 8,418 | 5.9 | 14,187 | 10.2 |
| - By geographic area: | ||||
| . Italy | 8,511 | 6.2 | 16,085 | 11.8 |
| . Foreign countries | (93) | -2.6 | (1,898) | -93.7 |
| Total | 8,418 | 5.9 | 14,187 | 10.2 |
| Employees | ||||
| (no. of permanent employees at the end of the period) | ||||
| - By operating segment: | % | % | ||
| . Italian Exhibitions | 414 | 60.8 | 417 | 58.5 |
| . Foreign Exhibitions | 99 | 14.6 | 138 | 19.3 |
| . Stand-fitting Services | 57 | 8.4 | 53 | 7.4 |
| . Media | 60 | 8.8 | 68 | 9.5 |
| . Congresses | 50 | 7.4 | 38 | 5.3 |
| Total | 680 | 100.0 | 714 | 100.0 |
| - By geographic area: | ||||
| . Italy | 581 | 85.4 | 576 | 80.7 |
| . Foreign countries Total |
99 680 |
14.6 100.0 |
138 714 |
19.3 100.0 |
Some figures in the Interim Consolidated Financial Statements at 30 June 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 business segments of the Group were Euro 166.067 million in the first semester 2017 of which 74% was generated by Italian Exhibitions, 2% by Foreign Exhibitions, 11% by Stand-fitting Services, 3% by the Media segment and 10% by the Congress segment.
The breakdown by segment of the Gross operating profit, Euro 13.501 million in first semester 2017 compared to Euro 21.121 million in the same period of 2016, was as follows:
Foreign exhibitions generated a gross operating profit of Euro 0.295 million compared to Euro 0.092 million in the same period of the previous financial year. The increase reflects the aforementioned trend in revenues and the equity accounted results of the joint venture with Deutsche Messe AG. This was partly offset by higher personnel expenses in the Brazilian company Cipa.
Stand-fitting services had a gross operating profit of Euro 0.377 million compared to Euro 3.817 million in the same semester of 2016. The decrease reflects the trend in revenues.
The Net operating profit (EBIT) of the five operating segments totalled Euro 8.418 million compared to Euro 14.187 million in the first semester of 2016. The EBIT reflected the trend in the gross operating profit but also lower impairment charges.
The breakdown by geographic area in the first semester shows revenues from foreign activities of Euro 3.620 million compared to Euro 2.026 million in the same semester of 2016. The gross operating profit was Euro 0.265 million, an improvement on the figure of the first semester of the previous financial year (a gross operating loss of Euro 0.018 million). There was an operating loss of Euro 0.093 million compared to a net operating loss of Euro 1.898 million in the same period of the preceding financial year, an improvement of Euro 1.805 million.
Exhibitions directly organised by the Group occupied 406,710 square metres of net exhibition space, equivalent to approximately 40% of the total exhibition space occupied.
In the semester under review 32 exhibitions were held in the fieramilano and fieramilanocity exhibition sites, two exhibitions were held outside the sites and 16 congress events were held with related exhibition space.
Exhibitions in Italy occupied net exhibition space totalling 867,150 square metres compared to 807,355 square metres in the first semester of 2016. The number of exhibitors rose from 14,405 in the first semester 2016 to 15,215 in the first semester 2017.
Details of exhibitions held in Italy are given in the table on the following page (figures have been rounded so as to facilitate reading and comparison of the figures).
| Italian exhibition portfolio | |||||||
|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | ||||||
| Annual Exhibitions: | 1st Half to 30/06/17 |
1st Half to 30/06/16 |
1st Half to 30/06/15 |
1st Half to 30/06/17 |
1st Half to 30/06/16 |
1st Half to 30/06/15 |
|
| Directly organised | |||||||
| - Bit | 15,160 | 13,505 | 15,335 | 280 | 380 | 405 | |
| - Chibimart Summer | 3,780 | 4,445 | 4,020 | 125 | 165 | 125 | |
| - HOMI I Semester | 83,690 | 77,785 | 81,200 | 1,425 | 1,285 | 1,305 | |
| - Miart | 8,415 | 7,810 | 6,840 | 195 | 185 | 190 | |
| - Promotion Trade Exhibition | 4,355 | a) | a) | 135 | a) | a) | |
| - SposaItalia | 9,545 | 8,485 | 7,550 | 160 | 160 | 145 | |
| - Tempo di Libri * | 16,385 | - | - | 285 | - | - | |
| - Versilia Yachting Rendez-Vous * | b) | - | - | 135 | - | - | |
| - Milano Prèt à Porter Spring | c) | 2,235 | 2,775 | c) | 105 | 130 | |
| Total annual exhibitions directly organised | 141,330 | 114,265 | 117,720 | 2,740 | 2,280 | 2,300 | |
| Hosted | |||||||
| - Cartoomics | 10,495 | 8,310 | 9,855 | 340 | 310 | 190 | |
| - Enci Winner * | 16,560 | - | - | 45 | - | - | |
| - Fa' la cosa giusta | 10,285 | 9,350 | 7,845 | 700 | 695 | 630 | |
| - Hobby Show (I semester) | 1,610 | 1,815 | 3,425 | 65 | 90 | 115 | |
| - LineaPelle (I semester) | 46,665 | 43,710 | 41,640 | 1,200 | 1,155 | 945 | |
| - MAM - Mostra a Milano Arte e Antiquariato * | 2,350 | - | - | 35 | - | - | |
| - Mido | 48,015 | 46,260 | 43,645 | 1,190 | 1,075 | 990 | |
| - Milano Unica (Spring) | 27,740 | 18,165 | 18,020 | 365 | 390 | 380 | |
| - Mipel (March) | 7,980 | 8,305 | 10,060 | 250 | 250 | 285 | |
| - My Plant & Garden | 17,065 | 13,855 | 9,330 | 450 | 345 | 285 | |
| - Salone del Mobile/Complemento d'arredo | 161,130 | 161,955 | 162,990 | 1,130 | 1,180 | 1,175 | |
| - Simac Tanning Tech | 17,205 | 14,900 | 15,200 | 245 | 220 | 275 | |
| - Technology Hub (3D Print) | 2,500 | 3,250 | 2,500 | 120 | 155 | 80 | |
| - The Micam (Spring) | 61,705 | 63,425 | 67,075 | 1,330 | 1,425 | 1,425 | |
| - The ONE Milano (February) * | 13,615 | - | - | 220 | - | - | |
| - Expotraining | c) | c) | 1,290 | c) | c) | 75 | |
| - Esposizione Internazionale Canina | c) | 15,000 | c) | c) | 50 | c) | |
| - Mifur | c) | 12,080 | 13,350 | c) | 150 | 170 | |
| - Milano Auto Classica | d) | 20,965 | 16,440 | d) | 290 | 245 | |
| - Promotion Trade Exhibition | a) | 4,515 | 4,235 | a) | 140 | 130 | |
| - Super (Spring) | c) | 1,275 | 1,600 | c) | 150 | 180 | |
| Total annual exhibitions hosted | 444,920 | 447,135 | 428,500 | 7,685 | 8,070 | 7,575 | |
| Total annual Exhibitions | 586,250 | 561,400 | 546,220 | 10,425 | 10,350 | 9,875 |
continued on next page
| continued from the previous page | Net sq. metres of exhibition space | Number of exhibitors | |||||
|---|---|---|---|---|---|---|---|
| Biennial Exhibitions: | 1st Half to 30/06/17 |
1st Half to 30/06/16 |
1st Half to 30/06/15 |
1st Half to 30/06/17 |
1st Half to 30/06/16 |
1st Half to 30/06/15 |
|
| Directly organised | |||||||
| - Fruit&Veg Innovation | 1,750 | a) | a) | 55 | a) | a) | |
| - Transpotec & Logitec | 56,765 | - | 53,475 | 245 | - | 210 | |
| - Tuttofood | 64,770 | - | 74,885 | 1,235 | - | 1,345 | |
| Total biennial exhibitions directly organised | 123,285 | - | 128,360 | 1,535 | - | 1,555 | |
| Hosted | |||||||
| - Euroluce | 39,920 | - | 38,765 | 395 | - | 395 | |
| - Farmacistapiù | 545 | - | 2,790 | 30 | - | 40 | |
| - Lamiera * | 18,240 | - | - | 350 | - | - | |
| - Made Expo | 52,515 | - | 57,005 | 800 | - | 910 | |
| - Made in Steel | 12,820 | - | 12,260 | 235 | - | 230 | |
| - Workplace 3.0 | 11,685 | - | 12,505 | 80 | - | 120 | |
| - Seeds & Chips * | 3,255 | - | - | 210 | - | - | |
| - SpazioNutrizione * | 505 | - | - | 60 | - | - | |
| - Eurocucina | - | 35,260 | - | - | 110 | - | |
| - Fruit Innovation | a) | a) | 5,945 | a) | a) | 150 | |
| - Mostra Convegno Expocomfort | - | 118,395 | - | - | 1,540 | - | |
| - Salone del Bagno | - | 19,390 | - | - | 175 | - | |
| - Venditalia | - | 13,740 | 4,600 | - | 255 | 130 | |
| - Xylexpo | - | 29,240 | - | - | 440 | - | |
| Total biennial exhibitions hosted | 139,485 | 216,025 | 133,870 | 2,160 | 2,520 | 1,975 | |
| Total biennial exhibitions | 262,770 | 216,025 | 262,230 | 3,695 | 2,520 | 3,530 | |
| Multi-annual Exhibitions: | |||||||
| Hosted | |||||||
| - Converflex | - | - | 4,790 | - | - | 110 | |
| - Intralogistica | - | - | 2,815 | - | - | 75 | |
| - Ipack-Ima | - | - | 52,270 | - | - | 855 | |
| - Meat Tech | - | - | 6,930 | - | - | 95 | |
| - Plast | - | - | 54,615 | - | - | 1,080 | |
| - World Dog Show | - | - | 31,305 | - | - | 140 | |
| Total multi-annual exhibitions hosted | - | - | 152,725 | - | - | 2,355 | |
| Total multi-annual exhibitions | - | - | 152,725 | - | - | 2,355 | |
| TOTAL EXHIBITIONS | 849,020 | 777,425 | 961,175 | 14,120 | 12,870 | 15,760 | |
| - Congresses with related exhibition space | 18,130 | 29,930 | 37,310 | 1,095 | 1,535 | 1,445 | |
| TOTAL | 867,150 | 807,355 | 998,485 | 15,215 | 14,405 | 17,205 |
* First edition of the exhibition.
a) Starting from 2017 the exhibition is organised by the Fiera Milano Group.
b) The event took place in Viareggio with the presence of 70 boats (from 10 to 60 linear meters) and 126 tents.
c) The exhibition did not take place.
d) The exhibition was held/will be held in subsequent quarters.
In the first semester of 2017, 14 exhibitions were held in foreign exhibition centres and the net exhibition space occupied totalled 142,095 square metres compared to 118,605 square metres in the same period of the previous financial year. The number of exhibitors went from 3,135 in the first semester 2016 to 3,660 in the first semester 2017.
Details of exhibitions held abroad in the first semester 2017 are given in the following table (figures have been rounded so as to facilitate reading and comparison of the figures).
| Foreign Exhibition portfolio | ||||||
|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | |||||
| 1st Half to 30/06/17 |
1st Half to 30/06/16 |
1st Half to 30/06/15 |
1st Half to 30/06/17 |
1st Half to 30/06/16 |
1st Half to 30/06/15 |
|
| Annual Exhibitions: Exhibitions directly organised in China |
||||||
| - Chinafloor Domotex Shanghai | 72,180 | 65,375 | 63,985 | 1,365 | 1,305 | 1,260 |
| - China Tourism International and Commodities Fair | 16,050 | 13,580 | 11,335 | 360 | 280 | 205 |
| - GITF International Tour Guangzhou | 8,000 | 7,875 | 5,180 | 240 | 195 | 215 |
| - Industrial Automation Beijing/FAPA | 4,000 | 3,235 | 3,520 | 170 | 185 | 205 |
| - Industrial Automation Shenzen | 10,200 | 8,020 | b) | 500 | 390 | b) |
| - The Micam Shanghai 1° semestre | a) | a) | 2,900 | a) | a) | 150 |
| Total Exhibitions directly organised in China | 110,430 | 98,085 | 86,920 | 2,635 | 2,355 | 2,035 |
| Exhibitions directly organised in India | ||||||
| - Food Hospitality World Goa | 990 | b) | b) | 75 | b) | b) |
| - Food Hospitality World Mumbai | 2,970 | 2,840 | 3,195 | 150 | 180 | 175 |
| - Food Hospitality World Bangalore | b) | 1,885 | 2,400 | b) | 110 | 120 |
| Total Exhibitions directly organised in India | 3,960 | 4,725 | 5,595 | 225 | 290 | 295 |
| Exhibitions directly organised in South Africa | ||||||
| - Capetown Art Fair | 3,075 | 2,030 | 1,100 | 95 | 50 | 40 |
| - Good Food & Wine Show Capetown | 3,130 | 2,860 | 2,855 | 175 | 165 | 205 |
| - Food Hospitality World Capetown | a) | a) | 950 | a) | a) | 70 |
| Total Exhibitions directly organised in South Africa | 6,205 | 4,890 | 4,905 | 270 | 215 | 315 |
| Exhibitions directly organised in USA | ||||||
| - Homi New York | a) | 505 | 800 | a) | 30 | 50 |
| Total Exhibitions directly organised in USA | - | 505 | 800 | - | 30 | 50 |
| Exhibitions directly organised in Brazil | ||||||
| - Enersolar | 850 | 860 | b) | 45 | 45 | b) |
| - Exposec | 9,805 | 8,100 | 9,760 | 190 | 150 | 170 |
| - Infocomm | 1,340 | 1,440 | 970 | 45 | 50 | 70 |
| - Food Hospitality World | a) | a) | 1,375 | a) | a) | 55 |
| Total Exhibitions directly organised in Brazil | 11,995 | 10,400 | 12,105 | 280 | 245 | 295 |
| Total Annual Exhibitions | 132,590 | 118,605 | 110,325 | 3,410 | 3,135 | 2,990 |
| Biennial Exhibitions: | ||||||
| Exhibitions directly organised in China | ||||||
| - Metal + Metallurgy | 4,760 | - | 3,770 | 120 | - | 85 |
| - WoodMac China | a) | - | 9,565 | a) | - | 80 |
| Total Exhibitions directly organised in China | 4,760 | - | 13,335 | 120 | - | 165 |
| Biennali direttamente organizzate in Brasile | ||||||
| - Reatech, FisioTech | 4,745 | - | 5,545 | 130 | - | 185 |
| Total Exhibitions directly organised in Brazil | 4,745 | - | 5,545 | 130 | - | 185 |
| Exhibitions directly organised in Singapore | ||||||
| - Rehabtech Asia ° | a) | - | 785 | a) | - | 45 |
| Total Exhibitions directly organised in Singapore | - | - | 785 | - | - | 45 |
| Total Biennial Exhibitions | 9,505 | - | 19,665 | 250 | - | 395 |
| TOTAL EXHIBITIONS | 142,095 | 118,605 | 129,990 | 3,660 | 3,135 | 3,385 |
| ° The exhibition is a joint project with the Singaporean company Singex Exhibitions Ventures Pte Ltd. |
a) The exhibition did not take place.
b) The exhibition will be held/was held in subsequent quarters.
Information on related-party transactions is provided in Note 39 of the Illustrative Notes to the Accounts of the present half-year financial report.
At 30 June 2017, Group employees totalled 680. The breakdown compared to 31 December 2016 was as follows:
| Permanent employees at year end | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 31/12/16 | (units) | 30/06/17 | 30/06/16 | ||||||||
| Total | Italy | Foreign countries |
Fully consolidated companies: | Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
||
| 31 | 28 | 3 | Executives | 30 | 28 | 2 | 33 | 30 | 3 | ||
| 633 | 548 | 85 | Managers and White collar workers (including Journalists) | 592 | 546 | 46 | 620 | 536 | 84 | ||
| 664 | 576 | 88 | Total | 622 | 574 | 48 | 653 | 566 | 87 | ||
| Equity-accounted companies (a): | |||||||||||
| 2 | - | 2 | Executives | 1 | - | 1 | 4 | 1 | 3 | ||
| 59 | 8 | 51 | White collar workers | 57 | 7 | 50 | 57 | 9 | 48 | ||
| 61 | 8 | 53 | Total | 58 | 7 | 51 | 61 | 10 | 51 | ||
| 725 | 584 | 141 | TOTAL | 680 | 581 | 99 | 714 | 576 | 138 | ||
| (a) the indicated data corresponds to the pro-quota of total employees |
Compared to 31 December 2016, the number of permanent employees fell by a net figure of 45 mainly due to the divestment of the Chinese subsidiaries Worldex and Haikou Worldex that took place on 24 April 2017.
The Fiera Milano Group has for some time implemented periodic analyses of the risks at Group level that are based on internationally recognised standards of Enterprise Risk Management (ERM). The main aim is to have a systematic and proactive approach to the main risks to which the Group – and also each of its companies - is exposed in carrying out its business and pursuing its preestablished targets, to assess in advance the potential negative effects, implement opportune actions to mitigate these effects, and to monitor over time any relative exposure.
In order to achieve this Fiera Milano SpA has compiled a catalogue of Group risks linked to the strategies being implemented, together with a risk mapping and risk scoring methodology. Specifically, the Group integrated risk management process entails an annual (i) update of the risk catalogue according to the strategies implemented and ofthe organisational and business model used; (ii) assessment of the risks by the management of Fiera Milano SpA and of its subsidiaries; (iii) consolidation of information and prioritisation of the risks and the consequent areas of action; (iv) tolerance analysis of any exposure identified and formulation of the appropriate management strategies/actions and the identification of those responsible for implementing such actions.
The Control and Risk Committee and the Board of Statutory Auditors are informed of the results of the aforementioned annual procedures.
The main risk factors and uncertainties to which the Fiera Milano Group is exposed that have emerged from the aforementioned process are described below and take account of the business
sector in which it operates and the characteristics of the business model it uses. A description is also given, where necessary, of the Group policies to manage and mitigate the risks described.
The growth outlook for the European markets – and, in particular, the Italian market - remains very uncertain. In addition, there is the extended crisis in some product areas and the significant seasonality of some of the business segments in which the Group operates and the consequent effect on the results of these areas. Moreover, recent international geopolitical developments on the one hand indicate the adoption of protectionist commercial policies by some leading countries, for example, the United States, and, on the other hand, a period of precarious political stability in some European countries that is contributing to the increase in uncertainty surrounding the economic growth forecasts for the business.
This gives the Group limited visibility on the likely investments of its clients – and, in particular its target clients - in exhibitions and related services and could well have an impact on the stability of revenues and profitability of the Group both in the short-term and in the medium/long-term.
In order to continue to counteract the potential negative repercussions of this scenario on its activities (and specifically the risk of lower numbers at the exhibitions hosted or directly organised in the Fiera Milano exhibition sites and of the relative investment budgets), in 2017, the Group intends to continue the support actions and incentives for exhibitors at the exhibitions held in Italy. This will also be done through the re-scheduling of some events so that they take place in the period considered best for them and also take account of the events held by competitors. The Group has also implemented a strategy to rationalise its shareholdings and its involvement in exhibitions held abroad through a careful focus on countries and industrial sectors that offer considerable potential, enhancing its international presence through partnerships with international foreign exhibition and congress organisers, and through promoting abroad the excellence of all the other businesses within its portfolio.
The sectors in which the Group is active are characterised by strong competition both in terms of pricing pressure and by the complete or partial overlapping of exhibitions or of services provided.
The context in which the exhibition business of Fiera Milano Group operates remains in a mature phase and has specific characteristics: (i) the continuing consolidation of some sectors of product manufacturing/distribution activities, (ii) changes and innovation in product categories, (iii) the transformation of exhibitions from "places where demand meets supply" to events which offer even greater business opportunities and, above all, (iv) by an ever-increasing growth in competition, also on tariffs, and (v) the continuous development of the Asian and Middle Eastern markets marked by their strong competitive power due to their receptivity to exhibitions.
To maintain its domestic market position and increase its position and competitiveness on the international market, as well as awareness of its brand by foreign clients and competitors, Fiera Milano Group has continued its strategy of (i) enhancing its portfolio of directly organised or hosted exhibitions mainly by launching new proprietary initiatives, expanding some of these to include contiguous market sectors, by rescheduling them to more favourable periods of the year, and increasing the portfolio of hosted exhibitions and (ii) enhancing its international business, rationalising its foreign shareholdings and repositioning its exhibition offer to focus on more profitable sectors while pursuing partnerships with leading exhibition organisers and entering new areas of the congress sector.
Group revenues in the publishing sector are mainly affected by market trends and by strong competition, also technological, that has been a feature of this sector in recent years. Given this context, Fiera Milano SpA aims to maintain the high quality of its products by investing in content and new technologies in order to develop an integrated B2B multimedia offer and gradually to diversify the communication channels in which it is present and the services it offers whilst continuing to consolidate its relationship with its major investors through both personal and professional contacts.
In recent years, the Italian congress sector has experienced a significant drop in demand also due to the higher number and strength of the major international competitors that, in some cases, have also been helped over time by state incentive policies. The appearance of new participants in the Italian market has increased competition further also taking into consideration the worrying possibility of institutional support and the consequent synergies that can be obtained with smaller groups of visitors and smaller clients. In order to maintain and consolidate its own competitive position, the Group is continuing to follow a strategy of relaunching its integrated services and/or those services that complement the congress offer (e.g. destination management services).
Fiera Milano Group's infrastructure, primarily its information technology, requires periodic updating to ensure it responds effectively and systematically to the requirements of its various activities. The Group is exposed to the risk of a malfunction and/or a complication at the infrastructure level that could have negative repercussions ranging from delays in the conduct of its business to a temporary interruption in its business. The Group has already planned to completely renew its infrastructure in order to minimise the possibility of such an event and has drawn up a Disaster Recovery Plan that can be activated if necessary.
In terms of security, the recent terrorist attempts, particularly those that have taken place in Europe, could expose the Group to possible negative repercussions from a remote-controlled attack within or near the exhibition site or in any other locality in which Fiera Milano SpA operates with injuries to visitors and damage to structures and an ensuing drop in visitors and in exhibitors. To this end, the Group has an effective security system that controls access to the exhibition site by suppliers, exhibitors, visitors and employees that will be strengthened further. It also collaborates closely with the relevant Authorities.
The recent events involving certain Group companies increased the media exposure of the Group and, in particular, its sensitivity to risks of negative media coverage and inadequate external communication management policies, as well as the possibility that third-parties could take advantage of this exposure for their own ends. In particular, failure to manage the risk that a high profile media event could lead to widespread public exposure (including on the internet and social media platforms) has become increasingly significant.
Communication regarding the Group, already considerable given the nature of the Group and its various forms of communication (exhibition-related, institutional and financial) and of its principal stakeholders, has increased considerably as a result of the involvement of Fiera Milano SpA in the investigations of the Milan Court and the subsequent administration order imposed on the Company. This media exposure left the Company open to uncontrolled damage to its image through the media (including the internet and social media platforms). Therefore, the risk that an event receiving widespread media coverage could lead to unmanaged exposure in the media has taken increasing importance.
To avoid this risk in the short-term, the Group has undertaken to outsource all "Media Crisis" related events. Moreover, the Group has revised its communication policy and, in general, its management procedures for external communications and for media crisis situations.
In recent years, the dependence of some Group companies on the exhibition and congress businesses has increased. In particular, the businesses of Fiera Milano Media SpA and Nolostand SpA are still almost entirely connected to the events portfolios of Fiera Milano SpA and Fiera Milano Congressi SpA. The strategic and business initiatives implemented over the last year failed to provide the expected reduction in the dependency on Group business and, therefore, the performance of Fiera Milano Media SpA continues to be closely linked to that of Fiera Milano SpA, as does that of Nolostand SpA, whose business is almost entirely dependent on the exhibitions and congresses organised/hosted by Fiera Milano SpA and Fiera Milano Congressi SpA.
To address this dependency and the inherent risks it poses to the business of the two aforementioned companies, the Group intends to introduce measures (some already implemented) to mitigate the potential negative effect on its consolidated results. In particular, Fiera Milano Media SpA is following a development strategy to build and consolidate non-captive commercial strategies also through new initiatives (Digital Outdoor Advertising) and projects that target clients outside the Group (Club Business International). Nolostand SpA, following its success in occasional international initiatives in 2016, is broadening its business model to expand directly into new European markets and is developing further initiatives "outside the exhibition site" (that will also include a direct sales network for clients outside the Group).
Following the launch of new events and given the possible further expansion of the events portfolios of Group companies (with particular reference to the exhibition business), the risk that these events will underperform has risen considerably. The major risk is the increased probability of over-estimating the results of these events with potential repercussions for the forecast results both in the short and the medium/long-term. This uncertainty is further exacerbated by the simultaneous repositioning of some events, which have been part of the portfolio of Fiera Milano SpA for a long time, and for which a complete change of organisational format is envisaged as, for example, the transfer of an event to the fieramilanocity exhibition site.
Added to the above risk is the possibility of losing an event considered key to the Group if certain events do not meet a level of success that guarantees they will be held the future and, therefore, that events are no longer part of the Group portfolio, which could result in a negative impact on Group results. This risk is heightened by the potential negative effects on the reputation of the Company caused by the recent events underlying the administration order and their repercussions on participating exhibitors (see Section 4: Risks connected to the administration order).
The Group has prepared strategic development plans to minimise any exposure to this type of risk by (i) continuous marketing and internationalisation of events and their respective brands through strengthening the sales structure and the Italian and international marketing network and (ii) implementing competitive response strategies through the creation of partnerships with other companies in the Italian and international exhibition sector and with professional associations/supranational entities that will increase visibility and media perception of such events.
The Fiera Milano Group considers its human resources and competences in the exhibitions, congress and other sectors of interest to be one of its principal strategic assets. The gradual evolution of exhibitions from "large marketplace" to "major event" or "experience" (with increasing importance attached to market trends) and the pursuit of medium/long-term strategies (including the development of new proprietary exhibitions) require specialist professional competences that are not easily found. The current performance management systems for assessing the ability of employees and the employee incentive plans aim to enable the Group to increase the validity and loyalty of its personnel and key internal competences ensuring a better coordination/exchange and sharing of expertise. Nevertheless, the Group is increasingly exposed to the risk that competences and relationships built up by internal organisers are inadequate to meet new market challenges and/or are not effectively shared within the Group.
In response to this, the Group is implementing a risk mitigation plan aimed at increasing the coordination and commercial and organisational synergies that can be achieved by internal organisers together with enhanced monitoring of the performance of external organisers.
Exhibition and event organisation is subject to seasonality and cyclicality. Both of the latter are particularly marked in the Italian and European markets as almost no exhibitions are held in the summer months and because of the presence of biennial or multi-annual exhibitions. This seasonality significantly affects the annual spread of the Group's revenues and profits and may also expose it to the risk that the exhibition site could reach saturation levels, which might be suboptimal to its objectives of reaching forecast profitability.
To date, the strategies pursued by management to counteract this risk include (i) enhancing the exhibition portfolio and re-positioning some long-standing events, (ii) internationalising events (in terms of exhibitors and visitors), (iii) setting up strategic and commercial collaborations/alliances with other exhibition venues and/or organisers, and (iv) increased exploitation of other revenue sources linked to the exhibition sites (such as events other than exhibitions held in the summer months) and these have led to greater stability of revenues and profitability in the current year.
The new regulations for listed companies (regarding market abuse and the management of inside information) or data protection and the management of sensitive information, both at a European and an Italian level, expose the Group to the risk of non-transposition under the indicated provisions and therefore non-compliance. As a result, the Group could be subject to significant administrative sanctions by the Regulatory Authorities with negative economic, capital and financial repercussions. A system to update the corporate operational processes and procedures has already been drawn up under the evolving legal framework and a system of internal dissemination of information has been set up involving the relevant persons.
The activities of the Group, particularly those carried out in the exhibition sites, and the number of persons (employees, suppliers, exhibitors, visitors, congress attendees and those involved in setting up exhibitions, etc.) that transit or work in the exhibition sites, expose the Group companies to the risk of accidents or breaches of the legislation governing workplace health and safety (Consolidated Law 81/2008). Should the laws on workplace health and safety be infringed, the Group could be subject to significant administrative sanctions or, in the case of accidents, could be exposed to litigation with possible negative implications for its economic, capital and financial situation. The Group also makes extensive use of suppliers for services connected to the exhibitions (primarily stand-fitting and catering services) that come under the law governing contractors (Legislative Decree 223/2006 and subsequent amendments). Although the relationships of the workers from the contracting companies are exclusively with those companies, under the law Group companies could be held jointly responsible with the contracting companies for the payment of social security contributions for workers carrying out the contracts. Therefore, the Group is exposed to the risk of administrative sanctions (also under the provisions of Legislative Decree 231/2001) and interruption of its business for breaches of the relevant laws, including workplace health and safety and the regulations governing remuneration and social security, made by construction companies and unauthorised sub-contractors.
Fiera Milano Group protects itself from such eventualities by rigorously adhering to the relevant laws and by a careful analysis of the underlying risks through a set of procedures that include:
The Legislative Decree of 8 June 2001 no. 231 introduced the "discipline governing administrative liability of legal entities, companies and of associations without legal status" (Legislative Decree 231/2001) amending Italian law to meet some international conventions and requiring the adoption and effective implementation of organisational and management models. To meet the requirements of this Legislative Decree, the Italian companies of the Group have introduced organisational and management models that are constantly monitored and updated. However, it cannot be excluded that the models adopted could be considered by the competent Authority to be inadequate or not sufficiently updated, resulting in legal sanctions being imposed even if crimes are committed under the provisions of the law for their own interest or advantage by persons having a functional connection to Fiera Milano SpA and its subsidiaries.
The Group is currently revising and tightening its organisation and management models also as a result of areas for improvement being identified under the administration order. Foreign subsidiaries that are not obliged to adhere to the provisions of Legislative Decree no. 231/01 have not adopted organisation, management and control models under Decree 231. However, they have adopted the Code of Ethics of the Company and "Guidelines for the application of anticorruption measures and other compliance programmes" in order to have a systematic reference framework of principles and standards for crime prevention.
In carrying out the activities of Fiera Milano Group unforeseen damage could occur to property or persons within the Group exhibition sites. The simultaneous presence of numerous workers with different contracts (employees, external suppliers in direct contractual relations with the Group and/or sub-contractors of other companies, etc.) also makes any eventual attribution of responsibility very difficult in cases of damage to property or persons, with potential consequences for the business of the Company and its corporate image. To guard against these risks, Fiera Milano Group has taken out insurance policies and has set up an internal unit (Exhibition Safety) responsible for circulating safety information and material for the correct management of such risks.
Although the administration order imposed on the subsidiary Nolostand SpA has been lifted, the administration order for Fiera Milano SpA, and specifically for the stand-fitting business division remains in place. This was imposed by the Milan Court – Prevention Court Independent Section on 28 September 2016, notified to the Company on 11 October 2016 and subsequently extended for a further six months until 11 October 2017.
On the basis of available information at the date the present Report was prepared and given the reduced risk following the aforementioned lifting of the administration order, it is not considered that the administration order has any material impact on the ongoing business operations of the Fiera Milano Group.
Given the events that gave rise to the administration order, reviews were carried out of the different operating procedures for the management of certain aspects of the business considered particularly sensitive and significant. This has led to an increase in the exposure to risk that the introduction of the aforementioned procedures could damage, even indirectly, the business and operations of the Group, for example, by extending transaction times, limiting the type and number of counterparties with which it does business, or in some way affecting the normal execution of the ongoing operations and business. In particular, this risk exposure increases with the possibility that new and stricter operational requirements imposed on counterparties (suppliers, business partners, distributors, etc.) restricts the possibility of concluding advantageous agreements within normal time limits and/or the fulfilment of beneficial contracts with third-parties who do not meet the new standards under the procedural system that has been set up: the exposure to the aforementioned risk is balanced by the certainty that the new standards minimise counterparty risk.
To counteract this particular type of risk and its potential negative effects in terms of reputation and integrity, the Group has introduced a series of mitigation measures and procedures focused primarily on (i) an overhaul of the Procurement Department, the purchasing procedures and processes (and those attributable to them), (ii) a study and review of radically alternative business models and iii) strengthening the Internal Audit department.
The administration order increased focus on the fact that counterparty relations that lack transparency can give rise to illegal behaviour, for example, corruption, that compromises the Group's reputation and integrity also through media exposure and given the nature of its principal stakeholders.
To counteract this form of risk and its potential negative impact on reputation and integrity, the Group has set up a corporate security department and is also introducing a specific compliance function to guarantee increased protection against the potential effect of risks linked to corruption or to the integrity and reputation of the Fiera Milano Group. In addition to the measures described in the previous paragraph, changes are being made to the organisation aimed at segregating various responsibilities and ensuring maximum clarity regarding the responsibilities of the various company departments.
The disclosure required by IFRS 7 for financial assets and liabilities in the Illustrative Notes to the Financial Statements gives details of financial risk.
| Key data of the companies of the Group | ||
|---|---|---|
| data compliant with IAS/IFRS | ||
| 1st Half at 30/06/17 |
1st Half at 30/06/16 |
|
| Fully consolidated companies | (€ '000) | (€ '000) |
| Fiera Milano SpA | ||
| Revenues from sales and services | 121,766 | 114,343 |
| Gross operating result | 13,598 | 16,278 |
| Employees Net financial position: debt (cash) |
407 9,291 |
407 37,518 |
| Nolostand SpA | ||
| Revenues from sales and services | 18,631 | 26,283 |
| Gross operating result | 377 | 3,817 |
| Employees | 57 | 53 |
| Net financial position: debt (cash) | (169) | (1,340) |
| Fiera Milano Media SpA | ||
| Revenues from sales and services | 5,335 | 5,908 |
| Gross operating result | (106) | 267 |
| Employees | 60 | 68 |
| Net financial position: debt (cash) | 2,633 | 2,015 |
| Fiera Milano Congressi SpA | ||
| Revenues from sales and services | 12,416 | 14,615 |
| Gross operating result | 439 | 1,483 |
| Employees | 46 | 37 |
| Net financial position: debt (cash) | (3,862) | (4,917) |
| MiCo Dmc Srl Revenues from sales and services |
3,867 | 811 |
| Gross operating result | 1 | (127) |
| Employees | 4 | 1 |
| Net financial position: debt (cash) | (1,427) | 403 |
| La Fabbrica del Libro SpA | ||
| Revenues from sales and services Gross operating result |
1,425 (1,423) |
- - |
| Employees | - | - |
| Net financial position: debt (cash) | (1,089) | - |
| Ipack-Ima SpA | ||
| Revenues from sales and services | - | - |
| Gross operating result | (37) | 2,325 |
| Employees Net financial position: debt (cash) |
- (2,714) |
- (2,748) |
| Eurofairs International Consultoria e Participações Ltda | ||
| Revenues from sales and services | - | - |
| Gross operating result | (81) | (89) |
| Employees | - | - |
| Net financial position: debt (cash) | (49) | (46) |
| CIPA Fiera Milano Publicações e Eventos Ltda | ||
| Revenues from sales and services | 2,846 | 1,542 |
| Gross operating result | (526) | (205) |
| Employees | 38 | 38 |
| Net financial position: debt (cash) | 2,825 | 828 |
| Fiera Milano India Pvt Ltd | ||
| Revenues from sales and services | - | - |
| Gross operating result | (122) | (6) |
| Employees | - | - |
| Net financial position: debt (cash) | (66) | (89) |
continued on the next page
| Key data of the companies of the Group | ||
|---|---|---|
| data compliant with IAS/IFRS | 1st Half | 1st Half |
| at 30/06/17 | at 30/06/16 | |
| (€ '000) | (€ '000) | |
| Limited Liability Company "Fiera Milano" | ||
| Revenues from sales and services | - | 28 |
| Gross operating result | (6) | 499 |
| Employees | 1 | 1 |
| Net financial position: debt (cash) | (50) | (76) |
| Fiera Milano Exhibitions Africa Pty Ltd | ||
| Revenues from sales and services | 774 | 483 |
| Gross operating result | (569) | (516) |
| Employees | 9 | 12 |
| Net financial position: debt (cash) | (335) | 617 |
| Worldex Fiera Milano Exhibition Co. Ltd * | ||
| Revenues from sales and services | - | 74 |
| Gross operating result | - | (432) |
| Employees | - | 36 |
| Net financial position: debt (cash) | - | (679) |
| Haikou Worldex Milan Exhibition Co. Ltd * | ||
| Revenues from sales and services | - | - |
| Gross operating result | - | (43) |
| Employees | - | - |
| Net financial position: debt (cash) | - | (194) |
| Società consolidate col metodo del patrimonio netto | ||
| Hannover Milano Global Germany GmbH | ||
| Revenues from sales and services | 18,934 | 14,624 |
| Gross operating result | 6,644 | 4,703 |
| Employees | 110 | 109 |
| Net financial position: debt (cash) | (18,430) | (17,529) |
| Ipack Ima Srl | ||
| Revenues from sales and services | - | - |
| Gross operating result | (712) | (1,434) |
| Employees | 15 | 21 |
| 1,710 | 1,605 | |
| Net financial position: debt (cash) |
On 25 July 2017, an Ordinary Shareholders' Meeting was held that increased the number of Board members to nine and appointed as a new Director, Mr Fabrizio Curci, effective from 1 September 2017 with a mandate that expires with those of the other members of the Board of Directors at the Shareholders' Meeting to approve the Financial Statements at 31 December 2019.
The meeting of the Board of Directors, held immediately after the Shareholders' Meeting, appointed Mr Fabrizio Curci as Chief Executive Officer and General Manager of Fiera Milano SpA from 1 September 2017.
The performance in the first semester of the current financial year was positive albeit negatively impacted by the increase of some costs that were mainly consultancy fees for the overhaul of corporate procedures.
Given the lifting of the administration order on the subsidiary Nolostand, the Company is finalising all the initiatives to optimise, rectify, and introduce new working models and methodologies that ensure more effective and secure business management. The hearing for the outcome of the administration order on Fiera Milano, which relates to the stand-fitting business division of Fiera Milano, is scheduled to take place on 28 September 2017.
The remainder of the year should benefit from the effect of the exhibition calendar that includes, amongst other events, the important directly organised biennial exhibition Host, the world leader in the professional hospitality sector.
Therefore, barring any unforeseen events or circumstances, the Group expects a significant yearon-year improvement in the gross operating profit for full-year 2017.
The Company is confident that its governance issues have been resolved and that this will ensure management stability, a renewed business focus and the introduction of improved corporate strategies.
______________________________________________________
1. List of companies included in the consolidation area and other investments
| (€ '000) | |||
|---|---|---|---|
| notes | Consolidated Statement of Financial Position | 30/06/17 | 31/12/16 |
| ASSETS | |||
| Non-current assets | |||
| 5 | Property, plant and equipment | 15,103 | 14,509 |
| 5 | Leased property, plant & equipment | 1 | 2 |
| Investments in non-core property | - | - | |
| 6 | Goodwill and intangible assets with an indefinite useful life | 94,216 | 94,216 |
| 6-39 | Intangible assets with a finite useful life | 16,403 | 17,777 |
| 2-7 | Equity accounted investments | 17,031 | 18,198 |
| 7 | Other investments | 29 | 29 |
| Other financial assets | - | ||
| 7 | Trade and other receivables | 12,317 | 12,473 |
| 39 | of which from related parties | 11,730 | 11,862 |
| 7 | Deferred tax assets | 1,594 | 3,678 |
| Total | 156,694 | 160,882 | |
| Current assets | |||
| 8 | Trade and other receivables | 71,793 | 52,227 |
| 39 | of which from related parties | 8,218 | 8,372 |
| 9-39 | Inventories | 3,267 | 5,480 |
| Contracts in progress | - | ||
| 10 | Current financial assets | 4,632 | 2,622 |
| 39 | of which from related parties | 4,632 | 2,622 |
| 11 | Cash and cash equivalents | 28,062 | 20,904 |
| Total | 107,754 | 81,233 | |
| Assets held for sale | |||
| 3 | Assets held for sale | - | 3,436 |
| Total assets | 264,448 | 245,551 | |
| EQUITY AND LIABILITIES | |||
| 12 | Equity | ||
| Share capital | 41,645 | 41,645 | |
| Share premium reserve | 10,354 | 35,668 | |
| Revaluation reserve | - | ||
| Other reserves | 1,404 | 1,714 | |
| Retained profits/(losses) | 7,972 | 4,773 | |
| Profit/(loss) for the period | 5,863 | (22,794) | |
| Total Group equity | 67,238 | 61,006 | |
| Equity attributable to non-controlling interests | 161 | 673 | |
| Total equity | 67,399 | 61,679 | |
| Non-current liabilities | |||
| Bonds in issue | - | ||
| 13 | Bank borrowings | 2,248 | 14,108 |
| 14-39 | Other financial liabilities | 43 | 42 |
| 15 | Provision for risks and charges | 2,310 | 3,584 |
| 16 | Employee benefit provisions | 9,093 | 9,302 |
| 19 | Deferred tax liabilities | 3,178 | 3,523 |
| Other non-current liabilities | - | ||
| Total | 16,872 | 30,559 | |
| Current liabilities | |||
| Bonds in issue | - | ||
| 13 | Bank borrowings | 30,970 | 45,542 |
| 17 | Trade payables | 54,635 | 41,114 |
| 18-39 | Advances | 62,500 | 40,239 |
| 14 | Other current financial liabilities | 3,547 | 3,364 |
| 39 | of which to related parties | 2,817 | 2,503 |
| 15 | Current provision for risks and charges | 4,182 | 4,763 |
| 19 | Current tax liabilities | 2,000 | 1,605 |
| 20 | Other current liabilities | 22,343 | 16,513 |
| 39 | of which to related parties | 3,421 | 3,490 |
| Total | 180,177 | 153,140 | |
| Liabilities held for sale | |||
| Liabilities held for sale | - | 173 | |
| 3 | Total liabilities | 264,448 | 245,551 |
| (€ '000) | |||
|---|---|---|---|
| notes | Consolidated Statement of Comprehensive Income | 1st Half at 30/06/17 |
1st Half at 30/06/16 restated* |
| 24-39 | Revenues from sales and services | 141,870 | 138,587 |
| Total revenues | 141,870 | 138,587 | |
| 25-39 | Cost of materials | 1,956 | 1,289 |
| 26-39 39 |
Cost of services | 77,462 | 68,061 |
| 27 | of which with related parties Cost of use of third-party assets |
1,269 25,294 |
651 24,854 |
| 39 | |||
| 28-39 | of which with related parties Personnel expenses |
23,038 23,505 |
22,944 22,821 |
| 29-39 | Other operating expenses | 2,685 | 2,430 |
| 119,455 | |||
| Total operating expenses | 130,902 | ||
| 30-39 | Other income | 1,256 | 1,631 |
| 2-31 | Results of equity accounted associates and joint ventures | 1,277 | 358 |
| Gross operating result | 13,501 | 21,121 | |
| 32 | Depreciation of property, plant and equipment | 2,115 | 2,037 |
| Depreciation of property investments | - | ||
| 32 | Amortisation of intangible assets | 1,307 | 2,033 |
| 33 | Adjustments to asset values | 11 | 1,899 |
| 34 | Provisions for doubtful receivables and other provisions | 1,650 | 965 |
| Net operating result (EBIT) | 8,418 | 14,187 | |
| 35-39 | Financial income and similar | 213 | 970 |
| 35-39 | Financial expenses and similar | 936 | 1,079 |
| Valuation of financial assets | - | ||
| Profit/(loss) before tax | 7,695 | 14,078 | |
| 36-39 | Income tax | 2,056 | 5,260 8,818 |
| 3 | Profit/(loss) for the period from continuing operations Profit/(loss) for the period from discontinued operations |
5,639 - |
(421) |
| 37 | Profit/(loss) for the period | 5,639 | 8,397 |
| Profit/(loss) attributable to: | |||
| The shareholders of the controlling entity | 5,863 | 8,564 | |
| Non-controlling interests | (224) | (167) | |
| 12 | Other comprehensive income/(loss) that will not be reclassified subsequently to profit or loss for the period |
||
| Revaluation of defined benefit schemes | 274 | (513) | |
| Tax effects | 59 | (138) | |
| 12 | Other comprehensive income/(loss) that will be reclassified subsequently to profit or loss of the period |
||
| Currency translation differences of foreign subsidiaries | 324 | (449) | |
| Other comprehensive income/(loss) of equity accounted | |||
| 2 | associates and joint ventures that will not be reclassified subsequently to profit or loss for the period |
||
| Revaluation of defined benefit schemes | 10 | (35) | |
| Tax effects | 2 | (10) | |
| Currency translation differences of foreign subsidiaries Other comprehensive income/(loss) for the period net of |
(170) | (256) | |
| related tax effects | 377 | (1,105) | |
| Total comprehensive income/(loss) for the period | 6,016 | 7,292 | |
| Total comprehensive income/(loss) for the period attributable to: | |||
| The shareholders of the controlling entity | 6,240 | 7,611 | |
| Non-controlling interests | (224) | (319) | |
| 38 | Basic Earnings/(losses) per share (€) Diluted |
0.0826 0.0826 |
0.1202 0.1202 |
* Some figures in the Interim Condensed Consolidated Financial Statements at 30 June 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017.
| (€ '000) | |||
|---|---|---|---|
| notes | Consolidated Statement of Cash Flows | 1st Half at 30/06/17 |
1st Half at 30/06/16 restated* |
| Net cash at beginning of the period | 22,118 | 56,092 | |
| Cash flow from operating activities | |||
| 10 38 |
Net cash from operating activities of which from related parties Interest paid Interest received Income taxes paid |
33,299 (23,020) (398) 47 - |
(16,197) (27,388) (679) 68 (2,595) |
| Total from continuing operations | 32,948 | (19,403) | |
| Total from assets held for sale | 686 | (731) | |
| Cash flow from investing activities | |||
| 4 4 5 5 |
Investments in tangible assets Write-downs of tangible assets Investments in intangible assets Write-downs of intangible assets |
(2,800) - 67 - |
(1,631) 70 (1,852) 7 |
| Total from continuing operations | (2,733) | (3,406) | |
| Total from assets held for sale | - | - | |
| Cash flow from financing activities | |||
| 11 12-13 9-12-13 38 11 |
Share capital and reserves Non-current financial assets/liabilities Current financial assets/liabilities of which from related parties Dividends paid |
260 (11,859) (13,649) (1,695) - |
(9) 12,497 (28,864) (16,040) (26) |
| Total from continuing operations | (25,248) | (16,402) | |
| Total from assets held for sale | - | - | |
| 11 | Total translation differences | 291 | (1,280) |
| Net cash for the period from continuing operations | 4,967 | (39,211) | |
| Net cash for the period from assets held for sale | 686 | (731) | |
| Net cash at the end of the period from assets held for sale | 28,062 | 13,997 | |
| Net cash at the end of the period from continuing operations | - | 873 |
* Some figures in the Interim Condensed Consolidated Financial Statements at 30 June 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017.
| Net cash from operating activities | 1st Half at 30/06/17 |
(€ '000) 1st Half at 30/06/16 restated* |
|---|---|---|
| Result of continuing operations | 5,639 | 8,818 |
| Adjustments for: | ||
| Profit from equity accounted investments | (1,277) | (358) |
| Depreciation and Amortisation | 3,422 | 4,070 |
| Provisions, write-downs and impairment | 11 | 2,114 |
| Capital gains and losses | 81 | |
| Net financial income/expenses | 723 | 86 |
| Net change in employee provisions | 65 | (1,877) |
| Changes in deferred taxes | 1,680 | 2,457 |
| Inventories | 2,213 | (1,675) |
| Trade and other receivables | (19,410) | 5,208 |
| Trade payables | 13,521 | (7,721) |
| Advances | 22,261 | (7,244) |
| Tax payables | 395 | 955 |
| Provisions for risks and charges and other liabilities (excluding payables to Organisers) Payables to Organisers |
(459) 4,434 |
(17,248) (3,789) |
| Total | 33,299 | (16,197) |
| Consolidated Statement of Changes in Equity | (€'000) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| note 12 | Share capital |
Share premium reserve |
Legal reserve |
Other reserves |
Retained profits/ (losses) |
Profit/(loss) for the period |
Total Group equity |
Capital and reserves attributable to non controlling interests |
Profit/(loss) for the financial year attributable to non-controlling interests |
Total non controlling interests |
Total equity |
| Balance at 31 December 2015 | 41,818 | 65,679 | - | (6,936) (17,003) | 1,014 | 84,572 | 1,281 | (585) | 696 | 85,268 | |
| Allocation of earnings at 31.12.15: use of reserves dividend distribution Purchase of treasury shares Remeasurement of defined benefit plans Total comprehensive income for the period |
- - (3) |
- (29,657) - - (6) - - - - |
- 8,489 - - - - |
- - - - - (553) |
1,014 21,168 - - (375) - |
(1,014) - - - - 8,564 |
- - - (9) (375) 8,011 |
(585) - (26) - - (152) |
585 - - - - (167) |
- - (26) - - (319) |
- - (26) (9) (375) 7,692 |
| Balance at 3O June 2016 | 41,815 | 36,016 | 8,489 | (7,489) | 4,804 | 8,564 | 92,199 | 518 | (167) | 351 | 92,550 |
| Share capital |
Share premium reserve |
Legal reserve |
Other reserves |
Retained profits/ (losses) |
Profit/(loss) for the period |
Total Group equity |
Capital and reserves attributable to non controlling interests |
Profit/(loss) for the financial year attributable to non-controlling interests |
Total non controlling interests |
Total equity |
|
| Balance at 31 December 2016 | 41,645 | 35,668 8,489 | (6,775) | 4,773 | (22,794) | 61,006 | 729 | (56) | 673 | 61,679 | |
| Allocation of earnings at 31.12.16: use of reserves dividend distribution |
- - |
- (25,314) - - |
- - - |
- (464) - |
(22,794) 25,778 - |
22,794 - - |
- - - |
(56) - - |
56 - - |
- - - |
- - - |
| Paying-in Fabbrica del Libro SpA | - | - | - | - | - | - | - | 260 | - | 260 | 260 |
| Sale of Worldex Ltd shareholding | - | - | - | - | - | - | - | (548) | - | (548) | (548) |
| Remeasurement of defined benefit plans Total comprehensive income for the period |
- - - - |
- - |
- 154 |
215 - |
- 5,863 |
215 6,017 |
- - |
- (224) |
- (224) |
215 5,793 |
|
| Balance at 3O June 2017 | 41,645 | 10,354 | 8,489 | (7,085) | 7,972 | 5,863 | 67,238 | 385 | (224) | 161 | 67,399 |
____________________________________________________________________
The Fiera Milano Interim Condensed Consolidated Financial Statements at 30 June 2017 were approved and their publication authorised by the Board of Directors on 28 July 2017.
Fiera Milano Group covers all typical phases of the exhibition and congress industry and is one of the largest international integrated companies in the sector.
The business of the Group has dual seasonality: (i) a greater concentration of exhibitions in the period from January – June; (ii) exhibitions that have a multiannual frequency.
For further detail on the Group structure, reference should be made to the relevant section of the Interim Report on Operations.
The Interim Condensed Consolidated Financial Statements were prepared in accordance with IAS and IFRS accounting principles in force at 30 June 2017, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and with the relative interpretative documents and provisions issued when article 9 of Legislative Decree no. 38/2005 was enacted.
These Consolidated Interim Financial Statements were prepared in summary form in accordance with IAS 34 – Interim Financial Reporting and must therefore be read in conjunction with the Consolidated Financial Statements for the financial year to 31 December 2016.
Given the financial and capital position of the Group in the first six months of 2016, the budget financial forecasts and the 2017-2020 Industrial Plan approved by the Board of Directors on 6 February 2017 and taking account of the forecasts for working capital and the financial and capital position of the Group, the Interim Condensed Consolidated Financial Statements have been prepared on the going concern principle.
The reference currency is the Euro and all figures have been rounded up or down to the nearest thousand.
No atypical and/or unusual transactions took place in the first semester 2017.
The risks and uncertainties to which the business is exposed are described in the Interim Report on Operations in the section on Risk factors affecting the Group, in Note 22 of the Illustrative Notes and in the section on the use of estimates.
The present Interim Condensed Consolidated Financial Statements have been subject to a limited audit by the audit firm EY SpA.
The accounting standards used to prepare these Interim Condensed Consolidated Financial Statements are the same as those used for the Consolidated Financial Statements for the financial year to 31 December 2016 and reference should be made to these Illustrative Notes.
The accounting standards below have been issued by the International Accounting Standards Board and are applicable from 1 January 2017 but have yet to be endorsed by the European Union:
Paragraph 44A has been added, which requires an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.
This document introduced minor changes to IFRS 1 - First-Time Adoption of IFRS , IFRS 12 - Disclosure of Interests in other Entities, and IAS 28 - Investments in Associates and Joint Ventures and an interpretation of IFRIC 22 - Foreign Currency Transactions and Advance Consideration. One of the more important changes was that to IFRIC 22 that clarifies the accounting for transactions that include the receipt or payment of advance consideration in a foreign currency.
The new accounting standard IFRS 15 – Revenue from contracts with customers, is applicable to annual reporting periods beginning on or after 1 January 2018 and early adoption is permitted. The Group will adopt the new standard when application is mandatory and will apply the full retrospective method.
During the first semester 2017, the Group conducted a detailed analysis to identify and evaluate the impact on revenues of adopting the new standard. Given the composition of its portfolio and the contracts that existed at 30 June 2017, the most significant accounting effects relate to revenues from catering services and insurance services that must be recognised net of specific related direct costs. This would give a reduction of Euro 7.977 million in revenues with no effect on the gross operating profit or the result for the period. There is also no impact on the opening value of equity at 1 January 2017 as the change constitutes a reclassification within the income statement.
The Group has carried out a preliminary analysis of all three aspects that have been amended in IFRS 9 – Financial Instruments, applicable from 1 January 2018: classification and measurement, impairment and hedging. This preliminary analysis was based on information currently available and could be subject to changes following a more detailed analysis or if the Group obtains further information in the future. However, in general the Group does not expect any material impact on its financial statements and equity.
In partial waiver of the requirements of IAS 34, the present Interim Condensed Consolidated Financial Statements give detailed, and not just summary, tables in order to provide a better and more complete view of the financial results for the semester to 30 June 2017 and of the same period in 2016. The Illustrative Notes meet the information requirements of IAS 34 and include data considered useful for a fuller understanding of the Interim Condensed Consolidated Financial Statements.
The present Interim Condensed Consolidated Financial Statements include the Parent Company Fiera Milano SpA, its subsidiary companies and jointly controlled entities.
The present Interim Condensed Consolidated Financial Statements have been prepared on the basis of the six-monthly situation at 30 June 2017 approved by the Boards of Directors of the companies included in the area of consolidation and prepared according to Group accounting policies using IAS/IFRS.
The list of companies consolidated at 30 June 2017 is shown in Attachment 1.
The exchange rates used to translate the 2017 and 2016 half-year financial statements of foreign companies into Euro were as follows:
| average 1st Half 2017 |
average 1st Half 2016 |
30/06/2017 | 30/06/2016 | |
|---|---|---|---|---|
| South African rand | 14.3063 | 17.1983 | 14.92 | 16.4461 |
| Brazilian reals | 3.4431 | 4.1295 | 3.76 | 3.5898 |
| Russian rouble | 62.8057 | 78.2968 | 67.5449 | 71.5200 |
| Indian rupee | 71.176 | 75.0019 | 73.7445 | 74.9603 |
Source: Banca d'Italia
Preparation of interim financial statements and related notes under IFRS require estimates and assumptions to be made that affect the figures for assets and liabilities in the financial statements and information regarding the likely assets and liabilities at the date the half-year financial statements were prepared. Actual results may differ from these estimates. Estimates are used for provisions for doubtful accounts, depreciation and amortisation, employee benefits, taxes, and other provisions and reserves, as well as any impairment of assets. Estimates and assumptions are reviewed regularly and the effects of any change are immediately recognised in profit and loss.
The most significant estimates used in preparing the Financial Statements are given below as these require a high degree of subjective opinions, assumptions and forecasts:
The recoverability of carrying amounts is measured as the lower of the carrying amount and the higher of the fair value less costs to sell and the value in use of the asset. The net selling price is the price that would be received to sell an asset in an orderly transaction between market participants less costs to sell; in the absence of a binding agreement, reference is made to similar transactions on an active market or to the best information available taking account of, amongst other things, recent transactions in similar assets within the same industry. The value in use is the present value of the future cash flows expected to be derived from the asset (or cash-generating unit), discounted using a weighted average cost of capital of an entity having a similar risk profile and level of indebtedness, and from its ultimate disposal at the end of its useful life.
financial impact that these might have are subject to uncertainties and complexities which could lead to changes in the estimates.
With regard to the use of estimates for financial risks, reference should be made to the relevant paragraph in the Illustrative Notes to the financial statements.
It should be noted that the industrial plans used in the impairment tests are by their very nature based on hypotheses and assumptions for future performance that are uncertain. Consequently, also given the current macroeconomic environment, the current exhibition market and the outcome of the actions implemented by the Group, it cannot be excluded that the actual results could differ from the estimates.
The plan is subject to constant assessments by the Directors to ascertain the effective implementation of decisions and their effect on the forecasts and economic and financial performance of the Group.
Income tax for the semester is calculated by applying to the pre-tax profit for the period the tax rate which would be applicable to the expected annual results. If the estimated effective tax rate does not give credible results, the income taxes are calculated by applying the tax rate and enacted regulations in the countries in which the Group operates to the estimated taxable income for the period.
The Group has a 49% shareholding in Hannover Milano Global Germany GmbH jointly controlled with Deutsche Messe AG that is equity accounted.
Following the application of IFRS 11 - Joint Arrangements, the Group has classified its investment as a joint venture as significant business decisions relating to Hannover Milano Global Germany Gmbh require the unanimous agreement of the parties and neither has specific rights over the individual assets or obligations for any individual liability of the company of the legal entity.
Under the joint venture agreement with Deutsche Messe AG, the Group share of equity is calculated on the results generated by the various exhibitions; this share went from 41.41% at 30 June 2016 to 41.77% at 30 June 2017.
The Group shares of the income and equity of the joint venture are summarised in the following tables:
| (€'000) | ||||
|---|---|---|---|---|
| Hannover Milano Global Germany GmbH | 30/06/17 | 30/06/16 | ||
| Current assets | 6,962 | 2,116 | ||
| Non-current assets | 8,623 | 9,077 | ||
| Current liabilities | 15,591 | 15,787 | ||
| Non-current liabilities | ‐ | ‐ | ||
| Net financial debt/(cash) | (18,430) | (21,221) | ||
| Equity | 18,424 | 16,627 | ||
| Book value of the joint venture | 8,798 | 8,040 |
| (€'000) | ||
|---|---|---|
| Hannover Milano Global Germany GmbH | 1st Half at 30/06/17 |
1st Half at 30/06/16 |
| Total revenues and other income | 19,124 | 14,798 |
| Total operating costs | (12,480) | (10,095) |
| Depreciation and amortisation and write-downs | (326) | (337) |
| Interest income | 56 | 74 |
| Interest payable | (8) | (1) |
| Profit/(loss) before tax | 6,366 | 4,439 |
| Income tax | (2,418) | (2,133) |
| Profit/(loss) for the period | 3,948 | 2,306 |
| Group profit/(loss) | 1,600 | 955 |
At 30 June 2016 and at 30 June 2017, there were no material potential liabilities or obligations relating to the shareholding that the Parent Company has in the joint venture.
On 16 October 2015, the subsidiary Ipack-Ima SpA and Proma Pack Srl, a company belonging to UCIMA, the association of the Italian manufacturers of processing and packaging machinery, constituted Ipack-Ima Srl.
The capital of the company is Euro 0.020 million and the two companies hold respectively 49% and 51% of the new company. The Group considers its investment to be a joint venture and has accounted for it using the equity method.
On 1 January 2016, the business division of the Ipack-Ima exhibition of Fiera Milano and that of the Food Pack exhibition of UCIMA were conferred on Ipack Ima Srl. This partnership will result in the most important Italian exhibition for processing and packaging technology.
In the 2016 and 2017 financial periods, no proprietary exhibitions were held as the next event is scheduled for 2018.
The equity and income values of the joint venture and the Group's share show inventories and advances from deferred costs and revenues for events to be held subsequent to 30 June 2017; these are summarised in the following tables:
| (€'000) | |||||
|---|---|---|---|---|---|
| Ipack Ima Srl | 30/06/17 | 30/06/16 | |||
| Current assets | 2,457 | 1,325 | |||
| Non-current assets | 5,867 | 6,367 | |||
| Current liabilities | 3,761 | 843 | |||
| Non-current liabilities | 684 | 1,617 | |||
| Net financial debt/(cash) | 1,710 | 1,605 | |||
| Equity | 2,169 | 3,627 | |||
| Book value of the joint venture | 1,063 | 1,777 |
| (€'000) | ||
|---|---|---|
| Ipack Ima Srl | 1st Half at 30/06/17 |
1st Half at 30/06/16 |
| Total revenues and other income | 75 | 46 |
| Total operating costs | (787) | (1,480) |
| Depreciation and amortisation and write-downs | (120) | (178) |
| Interest income | ‐ | ‐ |
| Interest payable | (22) | (16) |
| Profit/(loss) before tax | (854) | (1,628) |
| Income tax | 195 | 410 |
| Profit/(loss) for the period | (659) | (1,218) |
| Group profit/(loss) | (323) | (597) |
At 30 June 2016 and at 30 June 2017, there were no contingent liabilities or material obligations relating to the investment of the Parent Company in joint ventures.
On 4 November 2016, the Board of Directors of the Parent Company approved the sale of the 75% shareholding in the Chinese subsidiary Worldex Fiera Milano Exhibitions Co. Ltd and its subsidiary Haikou Worldex Fiera Milano Exhibitions Co. Ltd, as well as the exhibition trademark Food Hospitality World China, to SingEx Exhibitions Pte. Ltd.
The sale agreement was signed on 22 February 2017 and authorised by the relevant Chinese Authorities with the issue of a new business license to SingEx for Worldex that was dated 24 April 2017. At this date, the ownership of Worldex passed to SingEx.
This transaction formed part of the Group strategy to concentrate all its activities in China in the joint venture agreement with its German partner Deutsche Messe.
The sale price consisted of a fixed sum of Euro 2.750 million and a variable sum of maximum Euro 1.000 million. The fixed element, already received, may be adjusted exclusively in favour of Fiera Milano SpA should the total of net cash and net working capital in Worldex have exceeded Euro 1.213 million at the date the transaction was finalised on 24 April 2017. This is currently being calculated based on the relevant financial and accounting documents.
The variable sum for the transaction is payable in three deferred tranches of equal amounts if Worldex reaches the EBITDA forecast for the three years 2017 - 2019.
At the same time the sale was agreed, the minority shareholder agreed not to exercise the put option it held on 25% of the company, which was valued at Euro 0.850 million and paid during the semester.
In accordance with IFRS 5 – Non-current assets held for sale and discontinued operations, the results of the company are recognised in the income statement in the entry, net result for the period of discontinued operations. The equity values are recognised in assets held for sale and liabilities held for sale.
Fiera Milano Group covers all typical phases of the exhibition and congress industry and is one of the leading international integrated companies in the sector.
In accordance with IFRS 8, the identification of operating segments and related information is based on the data used by management to take its operating decisions and is consistent with the management and control model used. The internal accounting system, regularly reviewed and used by the top decision makers in the Group, gives information by segment and also by individual company.
The operating segments defined by the management criteria are as follows:
These activities are carried out by the Parent Company Fiera Milano SpA, Ipack-Ima Srl and La Fabbrica del Libro SpA.
These activities are carried out by:
The tables below give Income Statement and Statement of Financial Position data by segment for the semesters to 30 June 2017 and 30 June 2016.
| (€'000) | |||||||
|---|---|---|---|---|---|---|---|
| Income Statement 1st Half to 30/06/17 | ITALIAN EXHIBITIONS |
FOREIGN EXHIBITIONS |
STAND-FITTING SERVICES |
MEDIA CONGRESSES Adjustments | Consolidated | ||
| Revenues from sales and services to third-parties | 119,764 | 3,620 | 1,545 | 4,042 | 12,899 | 141,870 | |
| Revenues from intersegment sales and services | 2,484 | - | 17,086 | 1,293 | 3,334 | (24,197) | |
| Total revenues | 122,248 | 3,620 | 18,631 | 5,335 | 16,233 | (24,197) | 141,870 |
| of which from Italy | 138,250 | ||||||
| of which from foreign activities | 3,620 | ||||||
| Cost of materials | 662 | 25 | 1,200 | 95 | 36 | (62) | 1,956 |
| Cost of services | 70,573 | 3,468 | 14,056 | 3,343 | 11,284 | (25,262) | 77,462 |
| Cost for use of third-party assets | 22,067 | 349 | 1,020 | 122 | 2,039 | (303) | 25,294 |
| Personnel expenses | 16,719 | 961 | 1,987 | 2,045 | 2,311 | (518) | 23,505 |
| Other operating expenses | 1,999 | 231 | 157 | 33 | 267 | (2) | 2,685 |
| Total operating expenses | 112,020 | 5,034 | 18,420 | 5,638 | 15,937 | (26,147) | 130,902 |
| Other income | 2,591 | 109 | 166 | 197 | 143 | (1,950) | 1,256 |
| Profit/(loss) of equity accounted companies | (323) | 1,600 | 1,277 | ||||
| Gross operating result | 12,496 | 295 | 377 | (106) | 439 | - | 13,501 |
| of which from Italy | 13,236 | ||||||
| of which from foreign activities | 265 | ||||||
| Depreciation of property, plant & equipment | 576 | 94 | 829 | 10 | 605 | 1 | 2,115 |
| Depreciation of property investments | |||||||
| Amortisation of intangible assets | 933 | 152 | 175 | 15 | 32 | 1,307 | |
| Adjustments to asset values | 11 | 11 | |||||
| Allowance for doubtful accounts and other provisions | 1,311 | 81 | 187 | 23 | 48 | 1,650 | |
| Net operating result (EBIT) | 9,676 | (32) | (650) | (314) | (229) | (33) | 8,418 |
| of which from Italy | 8,511 | ||||||
| of which from foreign activities | (93) | ||||||
| Financial income and similar | 213 | ||||||
| Financial expenses and similar | 936 | ||||||
| Valuation of financial assets | - | ||||||
| Profit/(loss) before income tax | 7,695 | ||||||
| Income tax | 2,056 | ||||||
| Profit/(loss) from continuing operations | 5,639 | ||||||
| Profit/(loss) from discontinued operations Revenues |
- | ||||||
| Operating expenses | |||||||
| Profit/(loss) for the period Profit/(loss) attributable to non-controlling interests |
5,639 (224) |
||||||
| Group profit/(loss) | 5,863 |
The table below gives investments by operating segment:
| Statement of Financial Position data at 30/06/17 | (€'000) |
|---|---|
| Investiments | |
| Italian exhibitions | 1,067 |
| Foreign exhibitions | 115 |
| Stand-fitting services | 489 |
| Media | 6 |
| Congresses | 1,395 |
| Total | 3,072 |
| ITALIAN | FOREIGN | STAND-FITTING | |||||
|---|---|---|---|---|---|---|---|
| Income Statement 1st Half to 30/06/16 | EXHIBITIONS | EXHIBITIONS | SERVICES | MEDIA CONGRESSES Adjustments Consolidated * | |||
| Revenues from sales and services to third-parties | 111,745 | 2,026 | 5,179 | 4,960 | 14,677 | 138,587 | |
| Revenues from intersegment sales and services | 2,598 | 27 | 21,104 | 948 | 718 | (25,395) | |
| Total revenues | 114,343 | 2,053 | 26,283 | 5,908 | 15,395 | (25,395) | 138,587 |
| of which from Italy | 136,561 | ||||||
| of which from foreign activities | 2,026 | ||||||
| Cost of materials | 272 | 20 | 849 | 118 | 35 | (5) | 1,289 |
| Cost of services | 59,873 | 1,871 | 18,706 | 3,327 | 10,762 | (26,478) | 68,061 |
| Cost for use of third-party assets | 21,678 | 228 | 1,019 | 169 | 2,035 | (275) | 24,854 |
| Personnel expenses | 16,646 | 691 | 2,052 | 2,202 | 1,868 | (638) | 22,821 |
| Other operating expenses | 2,064 | 122 | 118 | 50 | 112 | (36) | 2,430 |
| Total operating expenses | 100,533 | 2,932 | 22,744 | 5,866 | 14,812 | (27,432) | 119,455 |
| Other income | 2,410 | 16 | 278 | 225 | 773 | (2,071) | 1,631 |
| Profit/(loss) of equity accounted companies | (597) | 955 | 358 | ||||
| Gross operating result | 15,623 | 92 | 3,817 | 267 | 1,356 | (34) | 21,121 |
| of which from Italy | 21,139 | ||||||
| of which from foreign activities | (18) | ||||||
| Depreciation of property, plant & equipment | 686 | 69 | 806 | 21 | 455 | 2,037 | |
| Depreciation of property investments | |||||||
| Amortisation of intangible assets | 1,384 | 287 | 323 | 12 | 27 | 2,033 | |
| Adjustments to asset values | 1,391 | 508 | 1,899 | ||||
| Allowance for doubtful accounts and other provisions | 800 | 107 | (61) | 65 | 54 | 965 | |
| Net operating result (EBIT) | 12,753 | (1,762) | 3,072 | (650) | 835 | (61) | 14,187 |
| of which from Italy | 16,085 | ||||||
| of which from foreign activities | (1,898) | ||||||
| Financial income and similar | 970 | ||||||
| Financial expenses and similar | 1,079 | ||||||
| Valuation of financial assets | |||||||
| Profit/(loss) before income tax | 14,078 | ||||||
| Income tax | 5,260 | ||||||
| Profit/(loss) from continuing operations | 8,818 | ||||||
| Profit/(loss) from discontinued operations | (421) | ||||||
| Revenues | 92 | ||||||
| Operating expenses | 513 | ||||||
| Profit/(loss) for the period | 8,397 | ||||||
| Profit/(loss) attributable to non-controlling interests | (167) | ||||||
| Group profit/(loss) | 8,564 |
* Some entries in the Consolidated Statement of Financial Position at 30 June 2016 have been restated in accordance with IFRS 5 following the sale of the Chinese subsidiaries, Worldex and Haikou Worldex, on 24 April 2017.
The table below gives investments by operating segment:
| Statement of Financial Position data at 31/12/16 | (€'000) |
|---|---|
| Investiments | |
| Italian exhibitions | 3,925 |
| Foreign exhibitions | 121 |
| Stand-fitting services | 1,968 |
| Media | 35 |
| Congresses | 1,338 |
| Adjustments | - |
| Total | 7,387 |
| (€'000) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at | Changes during the period | Balance at | ||||||
| 31/12/16 | Incr. | Decr. | Depr. | Impairment | Currency translation differences |
Reclassification | 30/06/17 | |
| Property, plant and equipment | ||||||||
| . historic cost | 112,168 | 2,828 | 540 | - | - | (45) | (41) | 114,370 |
| . depreciation | 97,659 | - | 459 | 2,125 | 11 | (38) | (31) | 99,267 |
| 14,509 | 2,828 | 81 | 2,125 | 11 | (7) | (10) | 15,103 | |
| Leased property, plant and equipment |
||||||||
| . historic cost | 10 | - | - | - | - | - | - | 10 |
| . depreciation | 8 | - | - | 1 | - | - | - | 9 |
| 2 | - | - | 1 | - | - | - | 1 |
The main increases in the semester were as follows:
| (€'000) | ||||||
|---|---|---|---|---|---|---|
| Balance at | Changes during the period | Balance at | ||||
| 31/12/16 | Incr. | Decr. | Depr. | Currency translation differences |
30/06/17 | |
| Goodwill and intangible assets with an indefinite useful life |
||||||
| . Historic cost | 110,813 | - | - | - | - | 110,813 |
| . Amortisation | 16,597 | - | - | - | - | 16,597 |
| 94,216 | - | - | - | - | 94,216 | |
| Intangible assets with a finite useful life |
||||||
| . Historic cost | 87,648 | 244 | - | - | (628) | 87,264 |
| . Amortisation | 69,871 | - | - | 1,307 | (317) | 70,861 |
| 17,777 | 244 | - | 1,307 | (311) | 16,403 |
Goodwill and intangible assets with an indefinite useful life are subject to impairment tests at every year-end or more frequently if there is any indication of impairment as described in section 1.4, Use of estimates, and in greater detail in the Explanatory and supplementary Notes to the Consolidated Financial Statements at 31 December 2016.
The goodwill allocations are as follows:
There were no significant indications of impairment to the intangible assets with an indefinite useful life and, therefore, they were not subject to impairment tests at 30 June 2017.
The increase in the period of Euro 0.244 million was mainly in the Parent Company and was for acquisitions of software and capitalised costs to implement digital projects.
The figure includes Euro 0.010 million of related-party transactions. Further details on relatedparty transactions are given in Note 39.
Intangible assets with a finite useful life include the following trademarks and publishing titles totalling Euro 14.465 million (Euro 15.372 million at 31 December 2016):
Other: Euro 0.029 million;
other trademarks and publishing titles:
There were no significant indications of impairment to the intangible assets with a finite useful life and, therefore, they were not subject to impairment tests at 30 June 2017.
| (€'000) | |||||||
|---|---|---|---|---|---|---|---|
| Balance at | Changes during the period | Balance at | |||||
| 31/12/16 | Increase | Decrease | Results | Dividend distribution |
Currency translation differences |
30/06/17 | |
| Equity-accounted investments Other investments |
18,198 29 |
- - |
- - |
1,277 - |
2,272 - |
(172) - |
17,031 29 |
| Trade and other receivables | 12,473 | - | 156 | - | - | - | 12,317 |
| Deferred tax assets Totale |
3,678 34,378 |
99 99 |
2,178 2,334 |
- 1,277 |
- 2,272 |
(5) (177) |
1,594 30,971 |
The entry for equity accounted investments was Euro 17.031 million (Euro 18.198 million at 31 December 2016) and was:
The entry for Trade and other receivables was mainly for the Parent Company and included:
Trade and other receivables included Euro 11.730 million (Euro 11.862 million at 31 December 2016) of related-party transactions. Further details on related-party transactions are given in Note 39.
Deferred tax assets are the net of deferred tax assets and deferred tax liabilities recognised at the level of each individual company included in the consolidation; the change in this figure was mainly due to their use in the Parent Company given the results generated in the semester.
| Trade and other receivables | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Trade receivables | 49,711 | 37,216 | 12,495 |
| Trade receivables from the controlling shareholder | 4,114 | 4,186 | (72) |
| Trade receivables from subsidiaries | 123 | 204 | (81) |
| Trade receivables from associates | 11 | - | 11 |
| Other receivables | 11,725 | 5,786 | 5,939 |
| Prepaid expenses from the controlling shareholder | 3,970 | 3,982 | (12) |
| Accrued income and prepaid expenses | 2,139 | 853 | 1,286 |
| Total | 71,793 | 52,227 | 19,566 |
The Euro 19.566 million increase in trade and other receivables in the semester under review was mainly due to:
Changes in the provision for doubtful receivables were as follows:
| (€'000) | |||||
|---|---|---|---|---|---|
| 31/12/16 | Provisions | Utilisation and other changes |
Currency translation differences |
30/06/17 | |
| Provision for doubtful receivables | 7,813 | 601 | 1,414 | (26) | 6,974 |
The provision was made to adjust the nominal value of receivables to their estimated realisable value.
The use of provisions refers to receivables deemed to be unrecoverable in the period under review.
The entry for trade and other receivables also included Euro 8.218 million of related-party transactions (Euro 8.372 million at 31 December 2016). Further details on related-party transactions are given in Note 39.
| Inventories | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Inventories | 45 | 35 | 10 |
| Suspended costs for future exhibitions | 3,222 | 5,445 | (2,223) |
| Total inventories | 3,267 | 5,480 | (2,213) |
Changes in suspended costs for future exhibitions was due to the net effect of the release of costs linked to exhibitions held in the semester and increases in costs for exhibitions to be held after 30 June 2017.
The breakdown of suspended costs by event was as follows:
| (€'000) | |||
|---|---|---|---|
| Exhibition | 30/06/17 | 31/12/16 | change |
| Host | 1,175 | 608 | 567 |
| Sicurezza | 294 | 176 | 118 |
| Expodetergo | 245 | 236 | 9 |
| Homi II semester | 223 | - | 223 |
| Tubotech | 168 | - | 168 |
| Fisp | 150 | 142 | 8 |
| Print 4 All | 104 | - | 104 |
| Promotion Trade Exibition | 20 | 162 | (142) |
| Bit | 2 | 318 | (316) |
| Homi I semester | 1 | 313 | (312) |
| Tuttofood | - | 1,781 | (1,781) |
| Fruit Innovation | - | 237 | (237) |
| Transpotec & Logitec | - | 204 | (204) |
| Miart | - | 155 | (155) |
| Other | 840 | 1,113 | (273) |
| Total | 3,222 | 5,445 | (2,223) |
Inventories included Euro 0.002 million of related-party transactions (Euro 0.191 million at 31 December 2016). Further details on related-party transactions are given in Note 39.
| Current financial assets | (€'000) | |||
|---|---|---|---|---|
| 31/12/16 | Increases | Decreases | 30/06/17 | |
| Financing given to Ipack-Ima Srl | 2,622 | - | 262 | 2,360 |
| Receivables for dividends from joint venture companies | - | 2,272 | - | 2,272 |
| Total | 2,622 | 2,272 | 262 | 4,632 |
This entry included the following Parent Company financial assets:
This entry relates entirely to transactions with related parties (Euro 2.622 million at 31 December 2016). Further details on related-party transactions are given in Note 39.
This entry was Euro 28.062 million (Euro 20.904 million at 31 December 2016) and was almost entirely composed of short-term bank deposits carrying floating rate interest.
The change in financial flows in the first semester 2017 is shown in the Consolidated Statement of Cash Flows.
| Equity | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Share capital | 41,645 | 41,645 | - |
| of which treasury shares | (800) | (800) | - |
| Share premium reserve | 10,354 | 35,668 | (25,314) |
| of which treasury shares | (3,204) | (3,204) | - |
| Legal reserve | 8,489 | 8,489 | - |
| Other reserves | (7,085) | (6,775) | (310) |
| Retained profits/(losses) | 7,972 | 4,773 | 3,199 |
| Profit/(loss) for the period | 5,863 | (22,794) | 28,657 |
| Group equity | 67,238 | 61,006 | 6,232 |
| Capital and reserves attributable to non-controlling interests | 385 | 729 | (344) |
| Profit/(loss) attributable to non-controlling interests | (224) | (56) | (168) |
| Equity attributable to non-controlling interests | 161 | 673 | (512) |
| Total | 67,399 | 61,679 | 5,720 |
At 30 June 2017, the share capital was Euro 41.645 million (Euro 41.645 million at 31 December 2016) net of Euro 0.800 million of treasury shares. The fully paid-up share capital is 71,917,829 ordinary shares, subject to no restrictions on dividend distribution and the repayment of capital, except as provided by laws governing treasury shares.
The number of shares in circulation and the change in this figure in the semester under review is shown in the table below:
| Number of shares at 31 December 2016 |
Change | Number of shares at 30 June 2017 |
||
|---|---|---|---|---|
| Ordinary shares in issue | 71,917,829 | - | 71,917,829 | |
| Treasury shares | 939,018 | - | 939,018 | |
| Total shares outstanding | 70,978,811 | 70,978,811 |
Under IAS/IFRS, when treasury shares are acquired, the nominal value of the shares acquired is deducted from equity while the difference between acquisition value and the nominal value is recognised directly in the share premium reserve. On 31 July 2015, the Extraordinary Shareholders' Meeting of the Company, at the same time as it approved the share capital increase, approved the elimination of the nominal value of the shares comprising the share capital. Therefore, since that date, the nominal value is calculated by dividing the value of the share capital by the number of shares in issue. At 30 June 2017, the implicit nominal value of the shares was Euro 0.59 per share.
This was Euro 10.354 million (Euro 35.668 million at 31 December 2016) net of the reserve for treasury shares of Euro 3.204 million.
The decrease in this reserve of Euro 25.314 million follows the decision of the Parent Company Shareholders' Meeting of 21 April 2017 to use the share premium reserve to cover the losses carried forward from prior periods.
This entry was Euro 8.489 million (Euro 8.489 million at 31 December 2016).
These were negative for Euro 7.085 million (negative for Euro 6.775 million at 31 December 2016).
This entry was Euro 7.972 million (Euro 4.773 million at 31 December 2016).
The changes in the semester were as follows:
In the semester to 30 June 2017, the Group had net profit of Euro 5.863 million. In the financial year to 31 December 2016, the Group made a net loss of Euro 22.794 million.
These totalled Euro 0.385 million (Euro 0.729 million at 31 December 2016).
The changes in the semester were as follows:
The net result of the semester attributable to non-controlling interests was negative for Euro 0.224 million. In the financial year to 31 December 2016 it was negative for Euro 0.056 million.
| Bank borrowings | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Non-current bank borrowings | 2,248 | 14,108 | (11,860) |
| Current bank borrowings | 30,970 | 45,542 | (14,572) |
| Total | 33,218 | 59,650 | (26,432) |
| (€'000) | ||
|---|---|---|
| Non-current bank borrowings | Fiera Milano | Total |
| Bank loans - non current portion | 2,248 | 2,248 |
| Total | 2,248 | 2,248 |
Non-current bank borrowings were the following loans that were primarily made to the Parent Company:
The change in non-current bank borrowings compared to 31 December 2016 was due to a reduction in the non-current bank financing above and repayment of some non-current portions of the financing listed below (Euro 10.119 million at 31 December 2016):
The financing received on 27 May 2016 is subject to commercial covenants. For the duration of the financing, Fiera Milano SpA must channel receivables and payables for an agreed amount through current accounts opened with the Cassa di Risparmio di Parma e Piacenza SpA.
The financing received on 22 December 2016 is subject to commercial covenants on credit lines given by the bank.
At 30 June 2017 there were no bank loans expiring beyond five years.
| (€'000) | ||||
|---|---|---|---|---|
| Current bank borrowings | Fiera Milano | Cipa | Mico DMC | Total |
| Current credit lines | 5,006 | - | - | 5,006 |
| Current financing | - | 1,429 | 30 | 1,459 |
| Bank loans - current portion | 24,505 | - | - | 24,505 |
| Total | 29,511 | 1,429 | 30 | 30,970 |
Bank loans were:
The credit lines that are subject to financial covenants include that from Banca Nazionale del Lavoro SpA for advances on domestic receivables. Under the loan agreement, each year Fiera Milano SpA must channel through the bank incoming commercial funds in the form of payments, bank transfers, POS payments and notice payment forms (MAV) for an amount equal to a multiple of the credit line. At 30 June 2017, this credit line had not been used;
million for financing given on 23 May 2016, Euro 7.519 million for financing given on 25 May 2016, Euro 0.996 million for financing given on 27 May 2016, Euro 2.506 million for financing given on 22 June 2016 and Euro 2.485 million for financing given on 22 December 2016.
The loan received on 6 December 2013 is subject to financial covenants governing the maximum level for the net debt/equity ratio, which is measured annually.
Bank debt is subject to floating rate interest.
The breakdown of this entry is shown in the following tables:
| Other financial liabilities | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Other non-current financial liabilities | 43 | 42 | 1 |
| Other current financial liabilities | 3,547 | 3,364 | 183 |
| Total | 3,590 | 3,406 | 184 |
| Other non-current financial liabilities | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Other non-current financing | 43 | 42 | 1 |
| Total | 43 | 42 | 1 |
This entry is entirely related-party transactions (Euro 0.042 million at 31 December 2016). Further details on related-party transactions are given in Note 39.
| Other current financial liabilities | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Financial payables to the controlling shareholder | 2,781 | 1,627 | 1,154 |
| Valuation of the put option on the shares to acquire Worldex Ltd. |
- | 850 | (850) |
| Other financial payables | 766 | 836 | (70) |
| Finance leases | - | 51 | (51) |
| Total | 3,547 | 3,364 | 183 |
Financial payables to the controlling shareholder refer to the Parent Company and are the balance of the current account held with Fondazione Fiera Milano, which carries fixed interest at onemonth Euribor plus a spread of 1.75%.
Other financial payables are mainly for the acquisition by Eurofairs of the investment in Cipa FM.
This entry included Euro 2.817 million of related-party transactions (Euro 2.503 million at 31 December 2016). Further details on related-party transactions are given in Note 39.
| Provisions for risks and charges | (€'000) | |||||
|---|---|---|---|---|---|---|
| 31/12/16 | Provisions | Utilisation | Other utilisation |
Reclassification | 30/06/17 | |
| Non current provisions: | ||||||
| Provision for charges for "Palazzo Italia" project | 1,119 | - | - | - | - | 1,119 |
| Other provisions for risks and charges | 2,465 | - | 39 | (108) | (1,127) | 1,191 |
| Total non current provisions for risks and charges | 3,584 | - | 39 | (108) | (1,127) | 2,310 |
| Current provisions: | ||||||
| Provision for charges for "Palazzo Italia" project | 1,473 | - | 602 | - | - | 871 |
| Loss on exhibitions | 1,564 | - | 1,564 | - | - | - |
| Other provisions for risks and charges | 1,726 | 1,505 | 1,175 | 128 | 1,127 | 3,311 |
| Total current provisions for risks and charges | 4,763 | 1,505 | 3,341 | 128 | 1,127 | 4,182 |
The provision for charges for the Palazzo Italia project comprised the provisions made in previous financial years to cover the losses expected from the Palazzo Italia project in Berlin. The current part of the provision is Euro 0.871 million. At 30 June 2017, the total provision to cover this risk was Euro 1.990 million. In the previous financial year the provision totalled Euro 2.592 million and Euro 0.602 million was utilised in the period under review.
Other non-current provisions for risks and charges were mainly in the Parent Company and were various provisions for disputes with suppliers and were calculated on their probable outcome using both internal valuations and on those done with the help of external legal consultants; they included provisions for disputes with suppliers and other disputes. The reclassification referred to the provision for risks and charges of Cipa FM to cover eventual tax risks.
Other provisions for current risks were mainly attributable to the Parent Company and to Nolostand SpA for legal disputes with employees and to Cipa FM to cover potential tax risks.
No provisions were taken for costs directly attributable to the administration order as these costs, under prevailing law and at this state of the proceedings, are borne by the State.
However, the measures adopted as a result of the administration order have given rise to costs that are included in costs of services under services for technical, legal, commercial and administrative consultancy.
Use of current provisions for risks and charges were for costs associated with exhibition losses in 2017 and employee disputes in the Parent Company.
| Employee benefit provisions | (€'000) | |||
|---|---|---|---|---|
| Effect of defined benefit plans on debt |
Indemnities and advances paid |
|||
| 31/12/16 | 30/06/17 | |||
| Defined benefit plans | 9,302 | 4 | 213 | 9,093 |
| Total | 9,302 | 4 | 213 | 9,093 |
| Effect of defined benefit plans on debt | (€'000) | |||
| Personnel expenses: | ||||
| - indemnities related to defined benefit plans | 216 | |||
| Financial expenses: | ||||
| - actualisation charges | 62 | |||
| Other comprehensive income | ||||
| - Remeasurement of defined benefit plans | (274) | |||
| Total | 4 |
The main hypotheses/assumptions used in the actuarial calculations of defined benefit plans at 31 December 2016 and 30 June 2017 are given in the following tables.
| Demographic assumptions | |
|---|---|
| Mortality rate | Based on the ISTAT 2011 mortality tables by gender |
| Probability of disability | Based on the disability tables used in the INPS 2010 forecast model |
| Probability of termination of employment | Based on the probable employee turnover rate equal to 5% per annum of the companies being valued |
| Retirement probability | Assumption that the basic requirements needed to receive the compulsory general insurance (Assicurazione Generale Obbligatoria ) were met |
| Probability of early retirement | Assumption of 3% per annum and an average amount of 70% of the staff-leaving indemnities of all the companies valued. |
| Economic and financial assumption for calculation of severance indemnity provisions | 30/06/17 | 31/12/16 |
|---|---|---|
| Annual technical discount rate | 1.70% | 1.30% |
| Annual inflation rate | 1.50% | 1.50% |
| Annual rate of increase in total employees' salary | 2.50% | 2.50% |
| Annual rate of increase in severance indemnity provisions | 2.62% | 2.62% |
The discount rate was calculated using the Eurozone Iboxx Corporate AA index for a period equal to or greater than ten years.
The following table gives sensitivity analyses for the main assumptions used to calculate the liability of the defined benefit plans.
| Effect of defined benefit plans on debt | (€'000) | |||
|---|---|---|---|---|
| Economic and financial assumptions | Range | Base figure (including the CEO's termination benefit) |
Increase in assumptions |
Decrease in assumptions |
| Annual technical discount rate | +/- 0.5% | 9,093 | 8,609 | 9,463 |
| Annual rate of increase in total employees' salary | +/- 0.5% | 9,093 | 9,096 | 8,949 |
| Economic and financial assumptions | ||||
| Life expectancy | +/- 1 year | 9,093 | 8,840 | 8,679 |
These were Euro 54.635 million, an increase of Euro 13.521 million compared to the figure at 31 December 2016. Trade payables were mainly to Italian suppliers for the acquisition of services required to mount the exhibitions that are the typical business of the Group. The increase reflects the higher number of transactions due to the increased level of activity caused by the different exhibition calendar.
Advances totalled Euro 62.500 million, an increase of Euro 22.261 million compared to the figure at 31 December 2016.
These were mainly pre-payments invoiced to clients for exhibitions to be held after 30 June 2017. Recognition as revenue is deferred until the exhibition is held.
The change in advances was due to the combined effect of a decrease in revenues recognised for exhibitions held during the semester under review and an increase in advances for exhibitions to be held after 30 June 2017.
The table below gives a breakdown by exhibition.
| Advances | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Host | 27,715 | 4,789 | 22,926 |
| Micam September | 4,839 | - | 4,839 |
| Homi II semester | 4,398 | - | 4,398 |
| Mostra Convegno Expocomfort | 2,535 | - | 2,535 |
| Lineapelle II September | 1,800 | - | 1,800 |
| Eicma Moto | 1,773 | - | 1,773 |
| Milano Unica September | 1,564 | - | 1,564 |
| Plast | 1,376 | - | 1,376 |
| Sicurezza | 1,295 | 620 | 675 |
| Ipack-Ima | 694 | 166 | 528 |
| Fisp | 528 | 190 | 338 |
| Viscom | 429 | - | 429 |
| Expodetergo | 428 | 324 | 104 |
| L'Artigiano in Fiera | 283 | - | 283 |
| Mido | 283 | 1,756 | (1,473) |
| Print 4 All | 232 | - | 232 |
| Vitrum | 228 | - | 228 |
| Fesqua | 221 | - | 221 |
| Mipel | 161 | - | 161 |
| Tubotech | 151 | - | 151 |
| Wire South | 140 | - | 140 |
| Fire Show | 125 | - | 125 |
| Myplant & garden | 83 | 132 | (49) |
| The One Milano | 74 | 611 | (537) |
| Exposec | 69 | 504 | (435) |
| Promotion trade exhibition | 39 | 822 | (783) |
| Bit | - | 176 | (176) |
| Euroluce | - | 492 | (492) |
| GF&WS Cape Town | - | 133 | (133) |
| Homi I semester | - | 11,700 | (11,700) |
| Lamiera | - | 219 | (219) |
| Lineapelle I semester | - | 1,800 | (1,800) |
| Made Expo | - | 692 | (692) |
| Made in Steel | - | 103 | (103) |
| Micam Spring | - | 953 | (953) |
| Milano Unica Spring | - | 546 | (546) |
| Mipel | - | 144 | (144) |
| Mostra Convegno Expocomfort | - | 790 | (790) |
| Salone del mobile/Complemento d'arredo | - | 1,941 | (1,941) |
| Simac Tanning-Tech | - | 595 | (595) |
| Sposaitalia | - | 175 | (175) |
| Transpotec & Logitec | - | 1,534 | (1,534) |
| Tuttofood | - | 3,108 | (3,108) |
| Congresses and other exhibitions | 11,037 | 5,224 | 5,813 |
| Total | 62,500 | 40,239 | 22,261 |
This entry includes Euro 0.765 million of related-party transactions (Euro 0.178 million at 31 December 2016). Further details on related-party transactions are given in Note 39.
| Deferred tax liabilities and tax payables | (€'000) | ||
|---|---|---|---|
| 30/06/17 | 31/12/16 | change | |
| Deferred tax liabilities | 3,178 | 3,523 | (345) |
| Current tax liabilities | 2,000 | 1,605 | 395 |
| Total | 5,178 | 5,128 | 50 |
The entry for deferred tax liabilities was Euro 3.178 million (Euro 3.523 million at 31 December 2016). This figure was the net of deferred tax assets and deferred tax liabilities recognised at the level of each individual company included in the consolidation area.
Current tax liabilities were Euro 2.000 million (Euro 1.605 million at 31 December 2016).
The breakdown of other current and non-current liabilities was as follows:
| Other current and non current liabilities | (€'000) | |||
|---|---|---|---|---|
| 30/06/17 | 31/12/16 | |||
| ML/T term | S-term | ML/T term | S-term | |
| Payables to the controlling shareholder | - | 1,829 | - | 1,408 |
| Payables to the controlling shareholder fot tax consolidation | - | 268 | - | 268 |
| Payables to associates | - | 181 | - | 310 |
| Payables to pension and social security entities | - | 2,241 | - | 2,182 |
| Payables to directors and statutory auditors | - | 117 | - | 68 |
| Payables to employees | - | 6,080 | - | 4,994 |
| Payables to exhibition organisers | - | 8,395 | - | 3,961 |
| Group VAT payables to the controlling shareholder | - | 861 | - | 1,493 |
| Other payables | - | 1,276 | - | 1,533 |
| Payables to related parties | - | 274 | - | 11 |
| Accrued liabilities to the controlling shareholder | - | 8 | - | - |
| Accrued liabilities to associates | - | 81 | - | - |
| Deferred income and Accrued liabilities | - | 732 | - | 285 |
| Total | - | 22,343 | - | 16,513 |
The main changes compared to the previous financial year were an increase in payables in the Parent Company from the cash received on behalf of exhibition organisers.
Other liabilities included Euro 3.421 million of related-party transactions (Euro 3.490 million at 31 December 2016). Further details on related-party transactions are given in Note 39.
The breakdown of the net financial position of the Group is shown in the following table:
| Group Net Financial Position (Amounts in € '000) |
30/06/17 | 31/12/16 | change |
|---|---|---|---|
| A. Cash (including bank balances) | 28,062 | 20,904 | 7,158 |
| B. Other cash equivalents | - | - | - |
| C. Securities held for trading | - | - | - |
| D. Cash and cash equivalents (A+B+C) | 28,062 | 20,904 | 7,158 |
| E. Current financial assets | 4,632 | 2,622 | 2,010 |
| - E.1 of which Other non current liabilities to other related parties | 4,632 | 2,622 | 2,010 |
| F. Current bank borrowings | 6,465 | 18,019 | (11,554) |
| G. Current portion of non-current debt | 24,505 | 27,523 | (3,018) |
| H. Other current financial liabilities | 3,547 | 3,364 | 183 |
| - H.1 of which Other current financial liabilities to the controlling shareholder | 2,781 | 1,627 | 1,154 |
| - H.2 of which Other current financial liabilities to other related parties | 36 | 876 | (840) |
| I. Current financial debt (F+G+H) | 34,517 | 48,906 | (14,389) |
| J. Current net financial debt (cash) (I-E-D) | 1,823 | 25,380 | (23,557) |
| K. Non-current bank borrowings | 2,248 | 14,108 | (11,860) |
| L. Debt securities in issue | - | - | - |
| M. Other non-current liabilities | 43 | 42 | 1 |
| - M.1 of which Other non current liabilities to other related parties | 43 | 42 | 1 |
| N. Non-current financial debt (K+L+M) | 2,291 | 14,150 | (11,859) |
| Net financial debt/(cash) from continuing operations (J+N) | 4,114 | 39,530 | (35,416) |
| Net financial debt/(cash) from discontinued operations | - | (1,214) | 1,214 |
| O. Net financial debt/(cash) | 4,114 | 38,316 | (34,202) |
The improvement in net debt was due to the positive operating cash flow generated in the semester under review and from the trend in net working capital and, in particular, payables and advances for exhibitions held in the semester or due to be held in the coming months. The Group also benefited from the cash received from the divestment of its shareholding in the Chinese company Worldex and from a increase in financial receivables relating to the dividend payable by the joint venture Hannover Milano Global Germany GmbH.
The table below gives a comparison between the carrying value of financial assets and liabilities in the Interim Condensed Consolidated Financial Statements to 30 June 2017 and their fair value:
| (€'000) | ||
|---|---|---|
| Book value | Fair value | |
| Financial assets | ||
| Non-current trade and other receivables | 12,317 | 12,317 |
| Current trade and other receivables | 71,793 | 71,793 |
| Current financial assets | 4,632 | 4,632 |
| Cash and cash equivalents | 28,062 | 28,062 |
| Total | 116,804 | 116,804 |
| Financial liabilities | ||
| Non-current bank borrowings | 2,248 | 2,248 |
| Other non-current financial liabilities | 43 | 43 |
| Current bank borrowings | 30,970 | 30,970 |
| Trade payables | 54,635 | 54,635 |
| Other current financial liabilities | 3,547 | 3,547 |
| Other current liabilities | 22,343 | 22,343 |
| Total | 113,786 | 113,786 |
The carrying value of non-financial assets and liabilities is a fair approximation of their fair value.
The main financial instruments used by the Group are bank borrowings, current accounts and current financial payables to the controlling shareholder Fondazione Fiera Milano.
Fiera Milano Group has a favourable cash management cycle due to the financial nature of the companies that organise exhibitions and congresses. The organisers of exhibitions and congresses request a pre-payment from their clients as confirmation of their participation at an event and the balance is usually received before the event is held or at its conclusion. Suppliers of goods and services are paid under the payment terms generally used. This generates negative working capital for the organisers, which gives a cash surplus.
Fiera Milano SpA, the Parent Company, which in turn rents the exhibition space to the organisers, carries out administrative and cash management services for the organisers, receiving on behalf of the latter everything that the exhibitors pay the organiser. After receiving the cash, Fiera Milano SpA, depending on the contractual agreements, retrocedes to the organiser what is its due and keeps the payment for the space rented out in the exhibition venues and for the services provided. This also allows Fiera Milano SpA to receive its payments in advance, as it does the organisers. Therefore, within Fiera Milano Group, the companies that benefit from this favourable cash management cycle are the companies that organise exhibitions and the Parent Company.
The situation is different for the companies in the Stand-fitting Services and Media segments where the cash management cycle is typical of that of a company that manufactures and supplies goods and services. They generate working capital requirements which are met by recourse to bank borrowings.
The exposure of the Group to different types of risk is described below.
Credit risk is represented by the Group's exposure to potential losses from the non-fulfilment of obligations agreed by counterparties. Credit risk is adequately monitored, as is that pertaining to the cash management that characterises the business of the Group. Fiera Milano SpA hosts and organises exhibitions that are leaders in their sector and, therefore, the loyalty of exhibitors is high. For Fiera Milano SpA, the current system means that all receipts from exhibitors flow into the Fiera Milano SpA accounts and it is Fiera Milano SpA that retrocedes to its clients/organisers the amounts due them.
Part of the services supplied to exhibitors by the companies in the Stand-fitting Services and Media segments is invoiced and received on behalf of the Group company by Fiera Milano SpA. The companies in the Stand-fitting Services and Media segments always carry out solvency checks on potential clients and outstanding amounts are constantly monitored by the appropriate departments to ensure that any necessary recovery action is implemented.
Three different categories of credit risk have been identified: organisers, exhibitors and other receivables.
The first category is the exhibition organisers; the receivables included in this category are considered to represent the lowest risk as the Company manages the cash flows of all the exhibitions at the two sites. Provisions for doubtful receivables are minimal in comparison to the amounts received and have been made for a few receivables that are proving difficult to recover.
The second risk category is the exhibitors; the receivables from this category are considered medium risk as exhibitors normally have to make payment before the end of the exhibition.
The third risk category is other receivables, which mainly comprises exhibition-related activities (stand-fitting, congresses, promotions, internet services) and activities that are not exhibitionrelated (sponsorship, advertising, etc.). These receivables are payable under normal payment conditions.
The provision for doubtful receivables is based on presumed recoverability using internal assessments supported by those of external legal consultants.
Although the Company has taken measures to ensure that it has adequate levels of working capital and liquidity, a drop in business volumes caused by the seasonality and cyclicality that characterise the exhibition business could affect its financial results and its ability to generate cash flow. The Group net debt at 30 June 2017, which had decreased compared to the figure at 31 December 2016, was influenced by the more favourable exhibition calendar and the consequent effect on advances paid by organisers to participate in exhibitions. The seasonality in financial requirements depends on the exhibition calendar and results in higher cash absorption in the summer months of July and August with a gradual return to more normal levels for the Group in subsequent months.
The aim of the Company risk management and use of debt is to guarantee an adequate level of liquidity, minimising the opportunity cost and maintaining a balance in terms of the duration and composition of debt. To cover its investments, over the years, the Company has transferred part of its current debt to non-current debt by agreeing a series of loans that last from two to five years. The Group intends to proceed with this strategy during the remainder of 2017 in order to support its financial requirements, which include the repayment of expiring portions of its debt.
As indicated in Note 13, the non-current loan given to the Parent Company by Banca Popolare di Milano SpA on 6 December 2013, of which Euro 4.401 million was still outstanding at 30 June 2017, is subject to financial covenants that are measured annually and which will next be measured on the financial statements for the full-year 2017.
The credit lines currently existing with banks, together with forecast operating cash flows, are considered sufficient to cover short-term financial requirements despite the peaks in cash absorption that are concentrated in the months when there are no exhibitions and when financial requirements are covered using the funds available in the current account held with the controlling shareholder Fondazione Fiera Milano.
Maintaining the financial equilibrium of the Company is also dependent on attaining the targets of the Industrial Plan, as well as on the performance of the economy, forecasts for which necessitate an assessment of the outcome of future events and circumstances that by their very nature are uncertain.
The Group reserves the right to use appropriate hedging instruments if the market risks become significant.
The Group has access to credit lines at competitive rates and is able to manage interest rate fluctuations. Moreover, the Group constantly monitors market conditions so as to intervene promptly should conditions change.
The Group operates in various markets worldwide and is therefore exposed to market risks linked to fluctuations in exchange rates.
As in the previous financial period, this risk is considered to be insignificant even though the Group is active in international markets. This is because the Group has no bank borrowings in foreign currencies. Furthermore, exchange rate risk is very limited in the foreign businesses because in every country both the costs and revenues of Group companies are in the exchange rate of the country of operations. Any risk is mainly due to infragroup transactions for payments for cost sharing agreements, which give rise to exchange rate risks in the company that uses a different exchange rate from that of the infragroup transaction.
The Group has limited exposure to the risk of changes in raw material prices. The Group normally has more than one supplier for any material considered critical and in some cases has long-term contracts that ensure lower price volatility.
These totalled Euro 7.080 million and were as follows:
There are currently several legal proceedings involving the Group and the estimated potential adverse outcome of these affects the following companies:
Comments on the trends in costs and revenues are given in the Interim report on operations, which also includes information regarding business cyclicality and seasonality in the semester.
The breakdown of revenues was as follows:
| 1st Half 2017 |
1st Half 2016 |
change | |
|---|---|---|---|
| Sales of exhibition space | 44,291 | 49,625 | (5,334) |
| Exhibitor fees | 38,679 | 20,981 | 17,698 |
| Rental of stands, fittings and equipment | 22,593 | 31,154 | (8,561) |
| Catering and canteen services | 11,823 | 11,687 | 136 |
| Revenues from exhibition and congress organisation | 5,827 | 5,911 | (84) |
| Advertising space and services | 5,572 | 5,795 | (223) |
| Exhibition site services | 4,309 | 4,665 | (356) |
| Supplementary exhibition services | 2,228 | 1,539 | 689 |
| Exhibition insurance services | 1,404 | 1,354 | 50 |
| Miscellaneous fees and royalties | 1,285 | 1,999 | (714) |
| Access surveillance and customer care services | 1,173 | 1,384 | (211) |
| Administrative, telephone and internet services | 1,170 | 1,401 | (231) |
| Ticket office sales | 980 | 324 | 656 |
| Congress organisation | 426 | 468 | (42) |
| Multimedia and on-line catalogue services | 110 | 300 | (190) |
| Total | 141,870 | 138,587 | 3,283 |
The higher revenues mainly reflected the new exhibitions Lamiera, Tempo di Libri Milano, Versilia Yachting Rendez-Vous and MAM-Mostra A Milano Arte e Antiquariato. There were also positive results from: LineaPelle and the ancillary exhibition Simac Tanning-Tech, Milano Unica, and Promotion Trade Exhibition, which in the first semester 2017 was directly organised for the first time by Fiera Milano.
The positive trend in revenues was also helped by the more favourable exhibition calendar which, in the semester under review, included the directly organised biennial exhibition Tuttofood and the hosted exhibition Made Expo. It was negatively affected by the absence of the important biennial exhibition Mostra Convegno Expocomfort.
There was also a negative impact from lower revenues in the stand-fitting segment, in particular due to lower business volumes coming from outside the exhibition sites and to the absence of the revenues for dismantling the structures of Expo 2015 that were present in the first semester of the preceding financial year.
This entry includes Euro 0.095 million of related-party transactions (Euro 0.124 million at 30 June 2016). Further details on related-party transactions are given in Note 39.
The breakdown was as follows:
| Cost of materials | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Subsidiary materials and consumables | 1,351 | 932 | 419 |
| Printed materials, forms and stationery | 537 | 262 | 275 |
| Raw materials | 79 | 65 | 14 |
| Finished goods and packaging | 5 | 9 | (4) |
| Change in inventories of raw materials | (7) | 21 | (28) |
| Uses of provisions | (9) | - | (9) |
| Total | 1,956 | 1,289 | 667 |
This entry includes Euro 0.054 million of related-party transactions (zero at 30 June 2016). Further details on related-party transactions are given in Note 39.
The breakdown of costs of services is shown in the following table:
| Cost of services | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Equipment hire | 11,425 | 11,996 | (571) |
| Stands and equipment for exhibitions | 10,449 | 12,852 | (2,403) |
| Catering services | 9,504 | 9,255 | 249 |
| Advertising | 6,930 | 5,034 | 1,896 |
| Technical, legal, commercial and administrative services | 6 ,720 |
3 ,631 |
3 ,089 |
| Energy costs | 4,746 | 4,776 | (30) |
| Maintenance | 3,883 | 3,898 | (15) |
| Cleaning and waste disposal | 3,349 | 2,787 | 562 |
| Collateral events connected to exhibitions | 3,279 | 200 | 3,079 |
| Security and gate services | 2,918 | 2,971 | (53) |
| Change in suspended costs for future exhibitions | 1,930 | (1,683) | 3,613 |
| Insurance | 1,586 | 1,569 | 17 |
| Ticketing | 1,119 | 1,021 | 98 |
| Telephone and internet expenses | 1,117 | 1,198 | (81) |
| IT services | 977 | 844 | 133 |
| Transport | 914 | 788 | 126 |
| Technical assistance and ancillary services | 791 | 685 | 106 |
| Conference and congress services | 229 | 212 | 17 |
| Remuneration of Statutory Auditors | 136 | 118 | 18 |
| Expenses for statutory bodies | 6 | 12 | (6) |
| Other | 6,719 | 6,229 | 490 |
| Uses of provisions | (1,265) | (332) | (933) |
| Total | 77,462 | 68,061 | 9,401 |
The entry for costs of services mainly included costs for managing the exhibition sites during the mounting, running, and dismantling of exhibitions and congresses.
The figure increased by Euro 9.401 million compared to the figure at 30 June 2016 in correlation to the higher exhibition and congress business volumes.
The changes were as follows:
an increase in technical, legal, commercial and administrative services primarily for the consultancy fees linked to the overhaul of the corporate procedures and the model and Legislative Decree 231/2001;
an increase in the entry for change in suspended costs for future exhibitions mainly due to the recognition of costs for the exhibition Tuttofood;
The entry included Euro 1.269 million (Euro 0.651 million at 30 June 2016) of related-party transactions. Further details on related-party transactions are given in Note 39.
The breakdown of these costs was as follows:
| Cost of use of third-party assets | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Rent and expenses for exhibition sites | 23,200 | 23,039 | 161 |
| Other rental expenses | 2,249 | 2,189 | 60 |
| Vehicle hire | 287 | 289 | (2) |
| Lease of company division | 31 | 113 | (82) |
| Office equipment and photocopier hire | 23 | 28 | (5) |
| Other rents | 9 | 1 | 8 |
| Uses of provisions | (505) | (805) | 300 |
| Total | 25,294 | 24,854 | 440 |
The rents and expenses for exhibition and congress areas included Euro 23.037 million for the rent payable to the controlling shareholder Fondazione Fiera Milano.
Other rental expenses included the rent of Euro 0.976 million for the Palazzo Italia in Berlin and Euro 0.949 million for the rent payable for the warehouses of Nolostand SpA.
The entry includes Euro 23.038 million (Euro 22.944 million at 30 June 2016) of related-party transactions. Further details on related-party transactions are given in Note 39.
The breakdown of personnel costs was as follows:
| Personnel expenses | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Salaries | 15,816 | 15,395 | 421 |
| Social Security payments | 4,824 | 4,887 | (63) |
| Redundancy incentives | 992 | 1,550 | (558) |
| Directors' remuneration | 750 | 743 | 7 |
| Defined contribution plan charges | 715 | 730 | (15) |
| External and temporary employees | 383 | 178 | 205 |
| Defined benefit plan charges | 216 | 267 | (51) |
| Seconded employees expenses | 273 | 193 | 80 |
| Other expenses | 492 | 412 | 80 |
| Uses of provisions | (956) | (1,534) | 578 |
| Total | 23,505 | 22,821 | 684 |
This entry includes Euro 0.082 million (Euro 0.054 million at 30 June 2016) of related-party transactions. Further details on related-party transactions are given in Note 39.
The breakdown of the average number of employees (including those on fixed-term contracts) was as follows:
| Breakdown of personnel by category | |||||||
|---|---|---|---|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |||||
| Managers | 34 | 39 | (5) | ||||
| Middle managers and white collar | 696 | 741 | (45) | ||||
| Total personnel | 730 | 780 | (50) |
The breakdown of other operating expenses was as follows:
| Other operating expenses | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Doubtful receivables | 1,199 | 1,239 | (40) |
| Other taxes | 1,181 | 1,222 | (41) |
| Contributions and donations | 242 | 244 | (2) |
| Copyright royalties (SIAE) | 182 | 179 | 3 |
| Balancing item from closure of prior year exhibition accounts |
172 | 35 | 137 |
| Municipal tax on advertising | 89 | 129 | (40) |
| Gifts and promotional merchandise | 87 | 57 | 30 |
| Losses on intangible assets | 81 | 7 | 74 |
| Other expenses | 659 | 609 | 50 |
| Uses of provisions | (1,207) | (1,291) | 84 |
| Total | 2,685 | 2,430 | 255 |
The entry includes Euro 0.115 million (Euro 0.441 million at 30 June 2016) of related-party transactions. Further details on related-party transactions are given in Note 39.
The breakdown of other income was as follows:
| Other income | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Other recovered costs | 609 | 563 | 46 |
| Office rent and expenses | 209 | 239 | (30) |
| Recovery of expenses for seconded employees | 100 | 106 | (6) |
| Insurance indemnities | 30 | 432 | (402) |
| Other income | 308 | 291 | 17 |
| Total | 1,256 | 1,631 | (375) |
The entry includes Euro 0.476 million (Euro 0.731 million at 30 June 2016) of related-party transactions. Further details on related-party transactions are given in Note 39.
This entry totalled Euro 1.277 million (Euro 0.358 million at 30 June 2016); Euro 1.600 million was from the investment in the joint venture with Deutsche Messe AG and a negative figure of Euro 0.323 million for Ipack Ima Srl.
This was Euro 2.115 million (Euro 2.037 million at 30 June 2016).
The entry includes a negative figure of Euro 0.011 million (negative for Euro 0.017 million at 30 June 2016) for the use of risk provisions made to cover obligations relating to the entry for depreciation of the Palazzo Italia.
Details of depreciation are given in the Notes to the Accounts under the entry property, plant and machinery.
The entry also includes depreciation of leased property, plant and machinery.
Amortisation of intangible assets totalled Euro 1.307 million (Euro 2.033 million at 30 June 2016). Details of amortisation are given in the Note on intangible assets.
| Adjustments to asset values | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Impairment of goodwill on acquisitions Impairment of exhibition trademarks and publications |
11 - |
- 1,899 |
11 (1,899) |
| Total | 11 | 1,899 | (1,888) |
Changes in this entry are shown in the following table:
| Provision for doubtful receivables and other provisions | ||||
|---|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | ||
| Write-downs of receivables | 601 | 750 | (149) | |
| provisions | 601 | 750 | (149) | |
| Personnel disputes | 1,455 | 250 | 1,205 | |
| provisions | 1,455 | 250 | 1,205 | |
| Provisions for personnel reorganisation | - | 36 | (36) | |
| provisions | - | 36 | (36) | |
| Other legal disputes | (406) | (71) | (335) | |
| provisions | 50 | 49 | 1 | |
| release of excess provisions | (456) | (120) | (336) | |
| Total | 1,650 | 965 | 685 |
Further details on changes in provisions for risks and charges are given in Note 15.
| Financial income and expenses | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Exchange rate gains | 145 | 867 | (722) |
| Interest income on bank deposits | 28 | 14 | 14 |
| Interest income from cautionary deposits related to the rent of the exhibition site |
5 | 17 | (12) |
| Interest income on receivables from the | |||
| controlling shareholder | 1 | 2 | (1) |
| Other financial income subsidiaries | 19 | 10 | 9 |
| Other financial income | 15 | 60 | (45) |
| Total income | 213 | 970 | (757) |
| Interest payable on bank accounts | 350 | 544 | (194) |
| Exchange rate losses | 418 | 188 | 230 |
| Interest payable on the current account | |||
| with the controlling shareholder Fondazione Fiera Milano |
89 | 77 | 12 |
| Charges on discounting defined benefit plans | 62 | 101 | (39) |
| Other financial expenses | 19 | 222 | (203) |
| Uses of provisions | (2) | (53) | 51 |
| Total expenses | 936 | 1,079 | (143) |
| Balance financial income (expenses) | (723) | (109) | (614) |
This entry includes Euro 0.025 million of financial income and Euro 0.089 million of financial costs from related-party transactions (a negative figure of Euro 0.048 million at 30 June 2016). Further details on related-party transactions are given in Note 39.
| Income tax | (€'000) | ||
|---|---|---|---|
| 1st Half 2017 |
1st Half 2016 |
change | |
| Current income tax | 427 | 1,813 | (1,386) |
| Deferred income tax | 1,629 | 3,447 | (1,818) |
| Total | 2,056 | 5,260 | (3,204) |
Current income tax decreased mainly because of the lower taxable income of Group companies. The change in deferred income tax in the period reflects the release to profit and loss of the tax assets for pre-paid taxes in the Parent Company for taxable income in the semester.
This entry includes a negative figure of Euro 0.038 million (zero at 30 June 2016) for related-party transactions. Further details on related-party transactions are given in Note 39.
The net profit in the first semester 2017 was Euro 5.639 million compared to Euro 8.397 million in the first semester 2016.
Basic earnings per share went from Euro 0.1202 in the first semester 2016 to Euro 0.0837 in the
| first semester 2017 and was calculated by dividing the net profit by the average weighted number | |||||||
|---|---|---|---|---|---|---|---|
| of shares of Fiera Milano SpA in circulation in each period. |
| 1st Half 2017 |
1st Half 2016 |
|
|---|---|---|
| Profit/(loss) (€'000) | 5,863 | 8,564 |
| Average no. of shares in circulation ('000) | 70,979 | 71,273 |
| Basic earnings/(losses) per issued share (€) | 0.0826 | 0.1202 |
| Earnings/(losses) per fully diluted no. of shares (€) | 0.0826 | 0.1202 |
The number used as the numerator to calculate basic earnings per share and diluted earnings per share was Euro 5.938 million in the period to 30 June 2017 (Euro 8.564 million for the first semester 2016).
The average weighted number of ordinary shares used to calculate basic earnings per share and diluted earnings per share, and the relative reconciliation of the two figures, was the following:
| ('000) | 1st Half 2017 |
1st Half 2016 |
|---|---|---|
| Weighted average no. of shares used for calculation of EPS | 70,979 | 71,273 |
| + Potential no. of shares issued without payment | - | - |
| Weighted average no. of shares used to calculate diluted EPS | 70,979 | 71,273 |
The companies that are part of Fiera Milano Group carried out transactions at market conditions with Group companies and with other related parties.
As part of its corporate governance, Fiera Milano SpA has adopted Principles of Conduct regarding Related-party Transactions as described in the Report on corporate governance and ownership structure, which is part of the Board of Directors' Management Report in the 2016 Annual Financial Statements.
Commercial transactions among the companies of the Fiera Milano Group concern the organisation and management of exhibitions and other events managed by the Group. Fiera Milano SpA provides administrative services to some subsidiaries, with the aim of optimising the use of professional resources and competences, and also communication services in order to ensure the uniformity of the Group image.
All the Italian subsidiaries, the consolidated companies, opted for the Italian tax consolidation procedure for IRES, which has a mandatory duration of three financial years.
The tax consolidation procedure gives Fiera Milano Group a definite economic and financial benefit, particularly in allowing the immediate use of the tax losses generated by the Group in the financial years in which the option is available to offset the profits of the consolidated companies, giving an immediate tax saving.
The legal relationships among the companies involved in the tax consolidation are governed by a rule that imposes a uniform process for correct fulfilment of the fiscal requirements and related responsibilities by the companies involved.
In the Statement of Financial Position and the Income Statement, the amounts for related-party positions or transactions, if material, are shown separately. Given the total amount of statement of financial position and income statement items, the Group has decided that Euro 2.000 million is the material threshold above which separate disclosure must be made for equity items and Euro 1.000 million for economic items.
Detailed information on related-party transactions is given below with different sections for related-party transactions with the controlling shareholder Fondazione Fiera Milano, with joint venture entities, and other related-party transactions that are not consolidated.
Recurring transactions are summarised below.
On 31 March 2014 new lease agreements were signed for the exhibition sites of Rho and Milan.
The new lease agreements have a duration of nine years from 1 July 2014 and may be automatically renewed for a further nine years.
The rent for the Rho exhibition site was set at Euro 24.400 million for the second semester 2014 and Euro 38.800 million per annum from 2015 and for each subsequent year of the agreement annually adjusted for 100% of the change in the ISTAT consumer price index.
For the downtown Milan exhibition site, the parties agreed to maintain the existing rent of Euro 2.850 million per annum, annually adjusted for 100% of the change in the ISTAT consumer price index.
As the transaction was a transaction of greater importance under Article 5 of the Consob Regulation on related-party transactions and of Article 10.2 of the Procedure regarding transactions with related parties adopted by the Company, it was carried out under the Procedure for related-party transactions and, on 21 March 2014, an Information Document for a related-party transaction of greater importance ("Information Document OPC") was published.
To ensure that market conditions applied, the rental agreements were prepared by Fiera Milano SpA using valuations done by an independent expert.
On 24 January 2000, Fondazione Fiera Milano signed a contract with Fiera Milano Congressi SpA, valid until 31 December 2012, relating to part of Pavilion 17 in the downtown exhibition site. On 15 March 2005, this contract was updated to reflect the expansion of the congress centre activities hosted in Pavilion 17 of the downtown site and was renewed until 30 June 2017. On 9 February 2016, Fondazione Fiera Milano communicated to Fiera Milano Congressi that it would not exercise its right to cancel the contract under Article 3 of the existing lease agreement and, therefore, extended the contract until the new expiry date of 30 June 2023.
The annual fixed rent for Pavilion 17 of the downtown exhibition site, now known as MiCo NORTH WING, is Euro 0.350 million (annually adjusted for the change in the ISTAT consumer price index) whilst there is also a variable element which is 5% of any revenues of the subsidiary Fiera Milano Congressi that exceed a minimum of Euro 15.000 million.
The rental agreement for MiCo - Milano Congressi SOUTH WING (previously pavilions 5 and 6) with Fondazione Fiera Milano was finalised in 2011 and has a duration of nine years from 1 May 2011. The contract is automatically renewable for a further nine years unless terminated by one of the parties. The annual fixed rent is Euro 3.000 million with a variable component of 5% of revenues realised by Fiera Milano Congressi SpA on the site that exceed the revenue targets in its 2011–2014 industrial plan. The rent is adjusted annually by an amount equal to 100% of the change in the ISTAT index for the previous year.
Taking advantage of the facility provided by Presidential Decree (DPR) 633/72, from 1 January 2002, Fiera Milano SpA chose to follow the procedures, managed by the controlling shareholder, Fondazione Fiera Milano, for settlement of Group VAT. This mechanism makes it easier to settle any tax obligations, without the Company incurring additional costs.
On 20 June 2016, the Executive Committee of Fondazione Fiera Milano decided that, starting in 2016 for the three-year period 2016-2018, it would take advantage of the tax consolidation facility and act as the consolidating entity with Fiera Milano SpA and the Italian companies it controls (Fiera Milano Media SpA, Nolostand SpA and Fiera Milano Congressi SpA) as the consolidated entities.
Under the tax consolidation, Fondazione Fiera Milano may use the tax losses of the consolidated companies generated in each of the years that the option is available to offset the taxes generated in the same financial year by the companies participating in the tax consolidation once the tax losses of Fiera Milano SpA and the consolidating entity have been calculated; compensation for the tax losses of the companies consolidated are repaid for the amount of the effective benefit generated by the tax consolidation.
Fiera Milano SpA has an annual contract with Fondazione Fiera Milano for the reciprocal provision of services, which arise from or are necessary for the exercise of their respective activities. The contract is renewable annually unless cancelled by a written agreement between the parties.
The contract provides for the reciprocal supply of two kinds of services: i) services of a general nature, which fall within the range of activities of the entity providing them, supplied to the buyer on a continuous and systematic basis; ii) specific services, or services provided on request and relating to specific activities to be agreed from time to time between the buyer and the supplier, also on the basis of appropriate offers/estimates. The service supply contract is governed by market conditions.
On 17 December 2001, Fondazione Fiera Milano, as owner of the "Fiera Milano" brand name granted Fiera Milano SpA an exclusive licence for the use of the said brand name in order to typify its own activities, also through its use on headed paper, on its commercial material, and to differentiate its headquarters and offices. The licence has been granted for Italy and all countries and locations where the brand name has been or will be registered or lodged.
The symbolic consideration paid by Fiera Milano SpA to Fondazione Fiera Milano was Euro 1.0. Fondazione Fiera Milano, having as its corporate objective the development of the exhibition sector, has maintained Fiera Milano as part of its name and did not include it in the Exhibition Management Activity business division conferred on the Parent Company in 2001, but with the expectation that Fiera Milano SpA would use the said brand name for an extended period of time and without incurring further costs for its use.
This licence is valid until 31 December 2017 with automatic renewal for a further fifteen years, unless cancelled by one of the parties.
On 24 June 2016, a new contract for the current account was agreed. The contract expired on 31 December 2016 and is automatically renewed each year unless one of the parties cancels by 30 September preceding the date of expiry.
Under the contract, the parties agreed to terminate the pre-existing contract for the current account and this was done prior to its replacement by the new contract.
The parties settle receipts and payments under the contracts existing between them, in particular the rental payments for the exhibition sites and the services provided by each party to the other; the account carries interest of 1-month Euribor plus a spread of 1.75% that may be periodically revised by the parties.
Credits for invoices issued by the parties accrue interest 60 days from the end of the month in which the invoice is issued although the interest may not be collected and will remain unavailable until the current account is closed, except for invoices that are overdue by more than 180 days which are payable immediately.
Invoices for the rent of the exhibition sites are part of the agreement but carry interest and are payable under the specific terms of the rental contracts. The balance of any invoices that are overdue by at least 180 days, together with the balance of the invoices for the leasing contracts on the exhibition sites that are due under the terms of the relevant contracts, represent the collectable balance.
Credits which are not due for repayment are not included in the current account.
The party for which the overdue credit or debit balance exceeds Euro 5 million has the right to request payment of the balance, or to pay the balance. Where a request for payment has been made, the amount of the payment must be settled within 15 working days of the date of the said request.
The current account is closed and all interest paid every quarter.
On 19 April 2017, Hannover Milano Global Germany GmbH, a joint venture between Fiera Milano SpA and Deutsche Messe AG, approved the 2016 Financial Statements and also approved a dividend distribution of Euro 5.588 million. The amount attributable to Fiera Milano Group is Euro 2.272 million.
On 21 February 2016, Fiera Milano SpA and Ipack Ima Srl, a company in joint venture with UCIMA, signed a financing agreement for a maximum of Euro 3.000 million, which is automatically renewed each year, as described in Note 10. At 30 June 2017, Euro 2.360 million had been paid.
Transactions with other related parties are part of the normal management activity and are carried out at market conditions.
Non-current financial payables refer to the ten-year loan given to MiCo DMC Srl by the minority shareholder AIM Group International SpA, which expires on 6 May 2025 and carries interest at 3%. Details of current financial payables are given in Note 14.
Ediser Srl mainly supplied promotional services to La Fabbrica del Libro SpA.
Information on the remuneration paid to the Administrative and Control Bodies and to Executives with strategic responsibilities in the first semester 2017 is given in the table included in the section below on other information.
Financial, capital and economic transactions with related-parties that are not consolidated are shown in the following table.
| Related party entries in the Statement of Financial Position and Income Statement at 30 June 2017 (€'000) |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change in other non current assets |
Trade and other non current receivables |
Trade and other receivables |
Inventories | Current financial assets |
Other non current financial liabilities |
Advances | Other current financial liabilities |
Other current liabilities |
Revenues from sales and services |
Cost for materials |
Cost of services |
Cost of use of third party assets |
Personnel Expenses |
Other operating expenses |
Other income |
Financial income and similar |
Financial expenses and similar |
Income tax |
|
| Controlling shareholder and other Group companies |
|||||||||||||||||||
| Fondazione Fiera Milano | 11,730 | 8,084 | 2,781 | 2,966 | 6 | 658 | 23,037 | 15 | 115 | 386 | 6 | 89 | -38 | ||||||
| Companies under joint control |
|||||||||||||||||||
| Hannover Milano Global | |||||||||||||||||||
| Germany GmbH | 2,272 | ||||||||||||||||||
| Ipack Ima Srl | 10 | 123 | 2 | 2,360 | 765 | 181 | 75 | 186 | 1 | 66 | 90 | 19 | |||||||
| Other related parties | |||||||||||||||||||
| AIM Group International SpA | 43 | 36 | |||||||||||||||||
| Ediser Srl | 11 | 14 274 | 54 | 425 | 1 | ||||||||||||||
| Total related parties transact | 11,730 10 | 8,218 | 2 | 4,632 | 43 | 765 | 2,817 | 3,421 | 95 | 54 | 1,269 | 23,038 | 82 | 115 | 476 | 25 | 89 | -38 | |
| Total reported | - | 12,317 | 71,793 | 3,267 | 4,632 | 43 | 62,500 | 3,547 22,343 | 141,870 | 1,956 | 77,462 | 25,294 | 23,505 | 2,685 | 1,256 | 213 | 936 | 2,056 | |
| % Rel. party transactions/Total reported |
- | 95% | 11% | - | 100% | 100% | 1% | 79% | 15% | - | 3% | 2% | 91% | - | 4% | 38% | 12% | 10% | -2% |
| (€'000) | |||
|---|---|---|---|
| Statement of related party cash flow | 30/06/17 | 30/06/16 | |
| Cash flow from operating activities | |||
| Revenues and income | 571 | 855 | |
| Costs and expenses | (24,558) | (24,090) | |
| Interest receivable | 25 | 29 | |
| Interest payable | (89) | (77) | |
| Losses/income from tax consolidation | 38 | - | |
| Changes in trade and other receivables | 475 | (686) | |
| Change in other current liabilities | 518 | (3,419) | |
| Total | (23,020) | (27,388) | |
| Cash flow from investment activities Investments in non-current activities . Tangible and intangible . Other non-current assets |
(10) - |
- - |
|
| Total | (10) | - | |
| Cash flow from financing activities | |||
| Change in financial (assets)/liabilities | (1,695) | (16,040) | |
| Total | (1,695) | (16,040) | |
| Cash Flow in the period | (24,725) | (43,428) | |
| The table below shows cash flow from related party transactions: | |||
| Cash flow from operating activities |
Cash flow from investment activities |
Cash flow from financing activities |
|
| FY to 30.06.17: | |||
| Total | 33,634 | (2,733) | (25,248) |
| Related party transactions | (23,020) | (10) | (1,695) | |
|---|---|---|---|---|
| FY to 30.06.16 | ||||
| Total | (20,134) | (3,406) | (16,402) | |
| Related party transactions | (27,388) | - | (16,040) | |
On 25 July 2017, an Ordinary Shareholders' Meeting was held that increased the number of Board members to nine and appointed as a new Director Mr Fabrizio Curci effective from 1 September 2017 with a mandate that expires with those of the other members of the Board of Directors at the Shareholders' Meeting to approve the Financial Statements at 31 December 2019.
The meeting of the Board of Directors, held immediately after the Shareholders' Meeting, appointed Mr Fabrizio Curci as Chief Executive Officer and General Manager of Fiera Milano SpA from 1 September 2017.
On 20 June 2017, the Milan Court – Prevention Court Independent Section lifted the administration order imposed on the subsidiary Nolostand SpA. This was done following significant work carried out in collaboration with the Court-appointed Administrator on the Model 231 procedures and controls, the new Supervisory Board, and the adoption of Group procedures governing supplier contracts and management of suppliers. The order had been imposed for a period of six months with a decree issued on 23 June 2016 and notified on 6 July 2016 that was subsequently extended for a further six months.
The hearing for the final outcome of the administration order of the stand-fitting business division of Fiera Milano SpA is scheduled for 28 September 2017. In the meantime, the Company intends to complete all the initiatives to optimise, rectify and introduce new rules that ensure safer business management founded on new working models and methodologies.
There were no material non-recurring transactions or events in the semester under review.
Executives with strategic responsibilities are those that have the power and responsibility, both direct and indirect, for the planning, management and control of the Group activities.
Since 1 May 2015, executives with strategic responsibilities have been identified as the Directors, the Statutory Auditors, and the Manager responsible for preparing the Company accounts.
The total remuneration for this category of executives was Euro 0.622 million at 30 June 2017, (Euro 0.960 million at 30 June 2016) and the breakdown was as follows:
| (€'000) | ||||||
|---|---|---|---|---|---|---|
| Remuneration | 1st Half 2017 | |||||
| Directors | Auditors | Others | ||||
| Short-term benefits | 410 | 96 | 95 | |||
| Post-employment benefits | 17 | - | 4 | |||
| Other non current benefits | - | - | - | |||
| Staff-leaving indemnities | - | - | - | |||
| Notional income from stock option plans | - | - | - | |||
| Total | 427 | 96 | 99 |
| (€'000) | |||||||
|---|---|---|---|---|---|---|---|
| Remuneration | 1st Half 2016 | ||||||
| Directors | Auditors | Others | |||||
| Short-term benefits | 475 | 80 | 375 | ||||
| Post-employment benefits | 12 | - | 18 | ||||
| Other non current benefits | - | - | - | ||||
| Staff-leaving indemnities | - | - | - | ||||
| Notional income from stock option plans | - | - | - | ||||
| Total | 487 | 80 | 393 |
At 30 June 2017, the outstanding amount payable to this category was Euro 0.104 million (Euro 0.158 million at 30 June 2016).
Rho, 28 July 2017 On behalf of the Board of Directors
The Chairperson Lorenzo Caprio
| List of companies included in the consolidation area and other investments at 30 June 2017 | Attachment 1 | |||||
|---|---|---|---|---|---|---|
| Shareholding % | Shareholding of Group companies | |||||
| Share capital | Group | Directly held by Fiera |
Indirectly held through other |
|||
| Company name and registered office | Main activity | (000) (*) | total | Milano | Group companies | % |
| A) List of companies included in the area of consolidation | ||||||
| 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 | ||||||
| Milan, p.le Carlo Magno 1 | Organisation of exhibitions 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 | ||||||
| Rho, S.S. del Sempione km 28 | Organisation of exhibitions 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 |
| CIPA Fiera Milano Publicações e Eventos Ltda | Eurofairs International 99 Consultoria e Participações Ltda |
|||||
| São Paulo Brasil, Av. Angelica | Organisation of exhibitions outside of Italy |
R \$ 7,003 | 100 | 1 | 99 | 1 Fiera Milano SpA |
| Fiera Milano India Pvt Ltd | ||||||
| New Delhi, Barakhamba Road, Connaught Place | Organisation of exhibitions 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 | ||||||
| Cape Town, The Terraces, Steenberg Office Park, Tokai | Organisation of exhibitions 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 | Organisation of exhibitions | |||||
| Hannover Germany, Messegelaende | outside of Italy | 49 25 | 49 | 49 Fiera Milano SpA | ||
| Hannover Milano Fairs Shanghai Co. Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| Shanghai China, Pudong Office Tower | outside of Italy | USD 500 | 49 | 100 | 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 | ||||
| Share capital | Group | Directly held by Fiera |
Indirectly held through other |
|||
| Company name and registered office | (000) (*) | total | Milano | Group companies | % | |
| Esperia SpA Rose (Cosenza) |
Other activities | 1,403 | 2 | 2 | 2 Fiera Milano Media SpA |
the suitability in relation to the characteristics of the business and
the effective application of the administrative and accounting procedures for the preparation of the Interim Condensed Consolidated Financial Statements for the first semester 2017.
28 July 2017
Signed Signed
Chief Executive Officer Manager responsible for preparing the Marina Natale Company's financial statements Sebastiano Carbone
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