Quarterly Report • Oct 29, 2018
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 into English of the original report in Italian Resoconto intermedio di gestione consolidato al 30 settembre 2018. However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian.The Italian version of the Resoconto intermedio di gestione consolidato al 30 settembre 2018 shall prevail upon the English version.
Registered office: Piazzale Carlo Magno, 1 - 20149 Milan Operational and administrative office: Strada Statale del Sempione, 28 - 20017 Rho (Milan) Share Capital: Euro: 42,445,141.00 paid up Companies Register, Tax code and VAT no. 13194800150 - Economic Administrative Register 1623812
Rho (Milan), 29 October 2018
| ▪ | CORPORATE BODIES AND INDEPENDENT AUDITOR | page | 3 |
|---|---|---|---|
| ▪ | BUSINESS MODEL | page | 4 |
| ▪ | GROUP STRUCTURE | page | 5 |
| ▪ | REPORT ON OPERATIONS IN THE THIRD QUARTER 2018 ▫ Summary of results and significant events in the quarter ▫ Net financial position ▫ Business performance by operating segment and geographic area ▫ Group personnel |
page page page page |
6 10 11 15 |
| ▪ | SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD | page | 16 |
| ▪ | BUSINESS OUTLOOK | page | 16 |
| ▪ | ACCOUNTING CRITERIA | page | 17 |
| ▪ | FINANCIAL STATEMENTS ▫ Consolidated income statement ▫ Reclassified consolidated statement of financial position ▫ Comments on the capital and financial position |
page page page |
18 19 20 |
| ▪ | DECLARATION OF THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL STATEMENTS |
page | 21 |
| ▪ | ATTACHMENT 1 List of companies included in the consolidation area and other investments at 30 September 2018 |
page | 22 |
__________________________________________________________________________________
| Lorenzo Caprio | Chairperson* |
|---|---|
| Fabrizio Curci | Chief Executive Officer** |
| Alberto Baldan | Director* |
| Stefania Chiaruttini | Director* |
| Gianpietro Corbari | Director* |
| Francesca Golfetto | Director* |
| Angelo Meregalli | Director* |
| Marina Natale | Director*** |
| Elena Vasco | Director* |
* Independent Director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998 and under the Self-Regulatory Code of the Italian Stock Exchange.
______________________________________________________________________________
** Fabrizio Curci has been the Chief Executive Officer of the Company since 1 September 2017.
*** Marina Natale was the Chief Executive Officer of the Company until 31 August 2017.
Stefania Chiaruttini Elena Vasco Francesca Golfetto Alberto Baldan Angelo Meregalli Marina Natale
* Lorenzo Caprio was a member and Chairperson of the Control and Risk Committee until 23 October 2017, the date of his resignation from this Committee. On this same date, the Board of Directors of the Company decided that the Control and Risk Committee should be composed of just three members and appointed Stefania Chiaruttini as its Chairperson.
** Gianpietro Corbari was a member and Chairperson of the Remuneration and Appointments Committee until 23 October 2017 the date of his resignation from this Committee. On the same date, the Board of Directors appointed Marina Natale as a new member of the Remuneration and Appointments Committee and Elena Vasco as the Chairperson of this Committee.
Mariella Tagliabue Statutory Auditor Marco Pacini Daniele Beretta Substitute Auditor Marina Scandurra Substitute Auditor
Piero Antonio Capitini Luigi Bricocoli Jean Paule Castagno
--- The Board of Directors was appointed by the Shareholders' Meeting of 21 April 2017 and its mandate will expire with the Shareholders' Meeting to approve the Financial Statements at 31 December 2019.
On 25 July 2017, the Shareholders' Meeting raised the number of members of the Board of Directors to nine and appointed Fabrizio Curci as the new Director effective from 1 September 2017 and until the mandates of the other Directors expire.
On the same date, the Board of Directors appointed Fabrizio Curci as Chief Executive Officer and General Manager of Fiera Milano SpA commencing 1 September 2017.
The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Company; it has the power to carry out any transactions it considers appropriate or useful to attain the corporate aims of the Company, excluding only those which by law are the preserve of the Shareholders' Meeting.
The Chairperson, in addition to being the legal representative of the Company, is invested with all the powers under enacted laws and the Company Articles of Association, including activities related to external institutional relations.
The Chief Executive Officer has ordinary and extraordinary administrative powers, except for those powers that under enacted laws and the Company Articles of Association are reserved for the Board of Directors.
The Board of Statutory Auditors was appointed by the Shareholders' Meeting of 23 April 2018 and its mandate expires with the Shareholders' Meeting to approve the Financial Statements at 31 December 2020.
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.
__________________________________________________________________________
The new strategic direction and restructuring of the Group, aimed at increased integration of the commercial and operational processes, has led to changes in the internal organisation and in the performance measurement systems. Under the current management approach, the operating segments have been re-defined as follows:
The following table gives the main figures of the Group for the third quarter and first nine months of 2018 with comparable data for the same quarter of the previous year, as well as figures for the full year 2017.
| Full year at 31/12/17 |
Fiera Milano Group Summary of key figures |
3rd Quarter at 30/09/18 |
3rd Quarter at 30/09/17 |
9 months at 30/09/18 |
9 months at 30/09/17 |
|---|---|---|---|---|---|
| restated | (Amounts in € '000) | restated | restated | ||
| 256,348 | Revenues from sales and services | 35,595 | 43,527 | 193,319 | 177,420 |
| 15,060 | EBITDA (a) | (5,031) | (11,181) | 41,064 | 670 |
| 5,372 | EBIT | (6,498) | (12,893) | 36,603 | (4,475) |
| 4,598 | Profit/(loss) before income tax from continuing operations | (6,546) | (13,015) | 36,535 | (5,320) |
| - | Profit/(loss) before income tax from discontinued operations | - | - | - | - |
| 4,598 | Profit/(loss) before income tax: | (6,546) | (13,015) | 36,535 | (5,320) |
| 4,334 | - Attributable to the shareholders of the controlling entity | (6,444) | (13,365) | 36,840 | (5,449) |
| 264 | - Attributable to non-controlling interests | (102) | 350 | (305) | 129 |
| 20,127 | Cash flow before income tax for the Group and non-controlling interests (b) | (4,637) | (10,927) | 41,969 | 1,851 |
| 63,830 | Net capital employed (c) | 78,084 | 78,796 | 78,084 | 78,796 |
| covered by: | |||||
| 62,471 | Equity attributable to the Group | 99,666 * | 55,938 * | 99,666 * | 55,938 * |
| 564 | Non-controlling interests | * - | 515 * | * - | 515 * |
| 795 | Net financial debt/(cash) from continuing operations and assets held for sale | (21,582) | 22,343 | (21,582) | 22,343 |
| 7,387 | Investments (continuing operations and assets held for sale) | 495 | 765 | 1,167 | 3,837 |
| 693 | Employees (no. of permanent employees at the end of period) | 687 | 690 | 687 | 690 |
| * includes pre-tax result for the period | |||||
| (a) EBITDA is the operating result before depreciation and amortisation and adjustments to asset values. | |||||
| (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 the sum of non-current assets, non-current liabilities and net working capital. | |||||
| Starting with the Consolidated Financial Statements at 31December 2017, operating profitability will be calculated as EBITDA therefore the figures in the Consolidated Financial Statements at 30 September 2017, that shows a figure for gross operating profit, have been restated to reflect this change. The figures for 2017 reflect the application of the new standard IFRS 15 from 1 January 2018. |
|||||
In the third quarter, a quarter characterised by low levels of activity due to the summer break in July and August, EBITDA was higher than in the corresponding period of the preceding financial year. The trend in EBITDA was the opposite to that in revenues and primarily reflected the reduction in costs following the restructuring started in 2017 and the trend in the exhibition and congress calendar.
It should also be noted that:
On 8 August 2018, Fiera Milano SpA, through its Brazilian subsidiary Cipa, acquired the outstanding 50% of the biennial exhibition Tubotech, an international event for manufacturing technologies for tubes, pipes, valves and pumps.
On 28 September 2018, the Boards of Directors of Fiera Milano SpA and Ipack-Ima SpA approved, through a public deed in accordance with Articles 2502 and 2505 of the Italian Civil Code and of Article 17.1 of the Company Articles of Association, the merger by incorporation of the 100%-owned subsidiary Ipack-Ima SpA. This transaction is aimed at rationalising the structure of the company and optimising existing operating, administrative and corporate synergies. The merger will be completed by the end of the current financial year.
The business of the Group is seasonal due to exhibitions that have a biennial and multiannual frequency. Moreover, the absence of exhibitions in Italy in July and August has a strong impact on the results of the third quarter. Given this seasonality, the revenues and results of a single quarter cannot be extrapolated to calculate those for the full year and figures may vary significantly from quarter to quarter.
The figures for the third quarter 2018 and for the nine-month period to 30 September 2018 showed the following main trends:
Revenues from sales and services in the first nine months of 2018 were Euro 193.319 million, an increase of 9% compared to the same period of 2017 (Euro 177.420 million). The increase in revenues reflected the more favourable exhibition calendar that included The Innovation Alliance, five multi-annual exhibitions held simultaneously: Plast (an exhibition for the plastic and rubber industries), Ipack-Ima (the reference event for processing and packaging technologies) Meat-Tech (processing and packaging for the meat industry), Print4All (industrial and commercial printing) and Intralogistica Italia (a trade fair for solutions and systems for industrial material handling, intralogistics, warehouse management, storage and picking).
A further contribution to revenues came from the presence of Lineapelle and the strong performance of annual exhibitions, in particular that of the Salone Internazionale del Mobile.
This was, in part, offset by the absence of the ERS international congress.
The main changes in exhibition space occupied in the quarter under review were as follows:
The table on the following page gives a summary of the net square metres of exhibition space occupied by the various Fiera Milano Group exhibitions and congresses with related exhibition space.
| Fiera Milano Group Summary operating figures |
3rd Quarter at 30/09/18 | 3rd Quarter at 30/09/17 | Change | |||
|---|---|---|---|---|---|---|
| Total | of which organized by the Group |
Total | of which organized by the Group |
Total | of which organized by the Group |
|
| Number of exhibitions: | 12 | 7 | 8 | 4 | 4 | 3 |
| Italy | 6 | 1 | 5 | 1 | 1 - |
|
| . annual | 6 | 1 | 5 | 1 | 1 - |
|
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| Foreign countries | 6 | 6 | 3 | 3 | 3 | 3 |
| . annual | 3 | 3 | 3 | 3 | - | - |
| . biennial | 3 | 3 | - | - | 3 | 3 |
| . multi-annual | - | - | - | - | - | - |
| Number of congresses with related | ||||||
| exhibition space - Italy | 7 | - | 6 | - | 1 | - |
| Net sq.metres of exhibition space: | 365,150 | 196,070 | 258,530 | 138,165 | 106,620 | 57,905 |
| Italy | 209,225 | 40,145 | 175,850 | 55,485 | 33,375 | (15,340) |
| . annual (a) | 209,225 | 40,145 | 175,850 | 55,485 | 33,375 | (15,340) |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| (a) of which congresses with related exhibition space | 11,675 | - | 14,735 | - | (3,060) | - |
| Foreign countries | 155,925 | 155,925 | 82,680 | 82,680 | 73,245 | 73,245 |
| . annual | 142,660 | 142,660 | 82,680 | 82,680 | 59,980 | 59,980 |
| . biennial | 13,265 | 13,265 | - | - | 13,265 | 13,265 |
| . multi-annual | - | - | - | - | - | - |
| Number of exhibitors: | 7,175 | 3,010 | 4,360 | 1,535 | 2,815 | 1,465 |
| Italy | 5,215 | 1,050 | 3,990 | 1,165 | 1,225 | (125) |
| . annual (b) | 5,215 | 1,050 | 3,990 | 1,165 | 1,225 | (125) |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| (b) of which congresses with related exhibition space | 760 | - | 650 | - | 110 | - |
| Foreign countries | 1,960 | 1,960 | 370 | 370 | 1,590 | 1,590 |
| . annual | 1,365 | 1,365 | 370 | 370 | 995 | 995 |
| . biennial | 595 | 595 | - | - | 595 | 595 |
| . multi-annual | - | - | - | - | - | - |
The negative EBITDA in the third quarter 2018 was Euro 5.031 million, an improvement of Euro 6.150 million compared to the figure for the third quarter 2017 and showed a divergent trend compared to revenues. The improvement mainly reflected the presence of the hosted exhibition Lineapelle, which, in 2017, was held in the fourth quarter of the year and the biennial exhibition Fesqua in Brazil. There was also a positive impact from the cost reductions associated with the restructuring that started in 2017.
EBITDA in the first nine months of 2018 was Euro 41.064 million, an increase of Euro 40.394 million compared to the figure for the corresponding period of the previous financial year. The 2018 EBITDA reflected the trend in revenues and the positive effect of cost reductions following the restructuring started in 2017.
The negative EBIT was Euro 6.498 million in third quarter 2018, compared to a loss of Euro 12.893 million in the third quarter 2017. The improvement in this figure of Euro 6.395 million mainly reflected the trend in EBITDA.
EBIT in the first nine months of 2018 was Euro 36.603 million (a loss of Euro 4.475 million at 30 September 2017). The improvement reflected the trend in EBITDA.
The loss before taxes was Euro 6.546 million compared to a pre-tax loss of Euro 13.015 million in the same quarter of 2017. The loss before taxes attributable to the controlling shareholder was Euro 6.444 million (a loss of Euro 13.365 million in the third quarter 2017) and the loss before taxes attributable to non-controlling interests was Euro 0.102 million (a profit of Euro 0.350 million in the third quarter 2017).
Cash flow in the quarter (calculated as the pre-tax result plus depreciation, amortisation, provisions and impairment) was negative for Euro 4.637 million compared to a negative figure of Euro 10.927 million in the same quarter of the previous financial year.
The Group net financial position and its breakdown are shown in the following table.
| Group Net Financial Position | ||||
|---|---|---|---|---|
| 31/12/17 | (Amounts in € '000) | 30/09/18 | 30/06/18 | Change |
| 17,922 | A. Cash (including bank balances) | 23,726 | 30,656 | (6,930) |
| - | B. Other cash equivalents | - | - | - |
| - | C. Securities held for trading | - | - | - |
| 17,922 | D. Cash and cash equivalents (A+B+C) | 23,726 | 30,656 | (6,930) |
| 2,809 | E. Current financial assets | 3,624 | 3,561 | 63 |
| 700 | - E.1 of which Current financial assets to other related parties | 71 | - | 71 |
| 2,109 | - E.2 of which Current financial assets to other related parties | 3,553 | 3,561 | (8) |
| 689 | F. Current bank borrowings | 5 | 1 | 4 |
| 16,563 | G. Current portion of non-current debt | 4,363 | 5,224 | (861) |
| 729 | H. Other current financial liabilities | 603 | 1,157 | (554) |
| - | - H.1 of which Other current financial liabilities to the controlling shareholder | - | 535 | (535) |
| 37 | - H.2 of which Other current financial liabilities to other related parties | 12 | 10 | 2 |
| 17,981 | I. Current financial debt (F+G+H) | 4,971 | 6,382 | (1,411) |
| (2,750) | J. Current net financial debt (cash) (I-E-D) | (22,379) | (27,835) | 5,456 |
| 3,503 | K. Non-current bank borrowings | 755 | 1,505 | (750) |
| - | L. Debt securities in issue | - | - | - |
| 42 | M. Other non-current liabilities | 42 | 44 | (2) |
| 42 | - M.1 of which Other non current liabilities to other related parties | 42 | 44 | (2) |
| 3,545 | N. Non-current financial debt (K+L+M) | 797 | 1,549 | (752) |
| 795 | Net financial debt/(cash) from continuing operations (J+N) | (21,582) | (26,286) | 4,704 |
| - | Net financial debt/(cash) from assets held for sale | - | - | - |
| 795 | O. Net financial debt/(cash) | (21,582) | (26,286) | 4,704 |
The Group had net cash of Euro 21.582 million at 30 September 2018 compared to net cash of Euro 26.286 million at 30 June 2018.
The decrease of Euro 4.704 million in net cash in the quarter was caused by a decline in cash flow from operations due to the lack of events in the months of July and August. This impact was, in part, compensated by the trend in net working capital, which benefited from advances received for exhibitions to be held in subsequent months.
The key Group figures by operating segment and by geographic area are given in the following table.
| Summary of data by operating segment and by geographic area (Amounts in € '000) |
3rd Quarter at 30/09/18 | 3rd Quarter at 30/09/17 restated |
9 months at 30/09/18 | 9 months at 30/09/17 restated |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues from sales and services | |||||||||
| - By operating segment: | % | % | % | % | |||||
| . Italian Exhibition Business | 29,147 | 78.7 | 24,899 | 54.7 | 167,732 | 83.8 | 139,789 | 75.3 | |
| . Foreign Exhibition Business | 2,311 | 6.2 | 465 | 1.0 | 5,010 | 2.5 | 4,085 | 2.2 | |
| . Media | 2,304 | 6.2 | 2,139 | 4.7 | 8,539 | 4.3 | 7,474 | 4.0 | |
| . Congresses | 3,309 | 8.9 | 18,059 | 39.6 | 18,813 | 9.4 | 34,246 | 18.5 | |
| Total revenues gross of adjustments for inter-segment transactions | 37,071 | 100.0 | 45,562 | 100.0 | 200,094 | 100.0 | 185,594 | 100.0 | |
| . Adjustments for inter-segment transactions | (1,476) | (2,035) | (6,775) | (8,174) | |||||
| Total revenues net of adjustments for inter-segment transactions | 35,595 | 43,527 | 193,319 | 177,420 | |||||
| - By geographic area: | |||||||||
| . Italy | 33,284 | 93.5 | 43,065 | 98.9 | 188,309 | 97.4 | 173,338 | 97.7 | |
| . Foreign countries | 2,311 | 6.5 | 462 | 1.1 | 5,010 | 2.6 | 4,082 | 2.3 | |
| Total | 35,595 | 100.0 | 43,527 | 100.0 | 193,319 | 100.0 | 177,420 | 100.0 | |
| Gross operating result | % | % | % | % | |||||
| - By operating segment: | on revenues | on revenues | on revenues | on revenues | |||||
| . Italian Exhibition Business | (5,682) | (19.5) | (11,417) | (45.9) | 37,285 | 22.2 | (42) | (0.0) | |
| . Foreign Exhibition Business | 2,078 | 89.9 | (614) | (132.0) | 3,927 | 78.4 | (400) | (9.8) | |
| . Media | 69 | 3.0 | (52) | (2.4) | 741 | 8.7 | (181) | (2.4) | |
| . Congresses | (1,496) | (45.2) | 895 | 5.0 | (889) | (4.7) | 1,286 | 3.8 | |
| . Adjustments for inter-segment transactions | - | 7 | - | 7 | |||||
| Total | (5,031) | (14.1) | (11,181) | (25.7) | 41,064 | 21.2 | 670 | 0.4 | |
| - By geographic area: | |||||||||
| . Italy | (7,109) | (21.4) | (10,558) | (24.5) | 37,137 | 19.7 | 1,109 | 0.6 | |
| . Foreign countries | 2,078 | 89.9 | (623) | (134.8) | 3,927 | 78.4 | (439) | (10.8) | |
| Total | (5,031) | -14.1 | (11,181) | (25.7) | 41,064 | 21.2 | 670 | 0.4 | |
| Net operating result (EBIT) | % | % | % | % | |||||
| - By operating segment: | on revenues | on revenues | on revenues | on revenues | |||||
| . Italian Exhibition Business | (6,655) | (22.8) | (12,573) | (50.5) | 34,394 | 20.5 | (3,547) | (2.5) | |
| . Foreign Exhibition Business | 1,988 | 86.0 | (726) | (156.1) | 3,636 | 72.6 | (758) | (18.6) | |
| . Media | 5 | 0.2 | (145) | (6.8) | 549 | 6.4 | (459) | (6.1) | |
| . Congresses | (1,838) | (55.5) | 559 | 3.1 | (1,912) | (10.2) | 330 | 1.0 | |
| . Adjustments for inter-segment transactions | 2 | (8) | (64) | (41) | |||||
| Total | (6,498) | (18.3) | (12,893) | (29.6) | 36,603 | 18.9 | (4,475) | (2.5) | |
| - By geographic area: | |||||||||
| . Italy | (8,489) | (25.5) | (12,143) | (28.2) | 33,030 | 17.5 | (3,632) | (2.1) | |
| . Foreign countries | 1,991 | 86.2 | (750) | (162.3) | 3,573 | 71.3 | (843) | (20.7) | |
| Total | (6,498) | (18.3) | (12,893) | (29.6) | 36,603 | 18.9 | (4,475) | (2.5) | |
| Employees | |||||||||
| (no. of permanent employees at the end of the period) | |||||||||
| - By operating segment: | % | % | % | % | |||||
| . Italian Exhibition Business | 488 | 71.1 | 480 | 69.6 | 488 | 71.1 | 480 | 69.6 | |
| . Foreign Exhibition Business | 91 | 13.2 | 101 | 14.6 | 91 | 13.2 | 101 | 14.6 | |
| . Media | 53 | 7.7 | 59 | 8.6 | 53 | 7.7 | 59 | 8.6 | |
| . Congresses | 55 | 8.0 | 50 | 7.2 | 55 | 8.0 | 50 | 7.2 | |
| Total | 687 | 100.0 | 690 | 100.0 | 687 | 100.0 | 690 | 100.0 | |
| - By geographic area: . Italy |
596 | 86.8 | 589 | 85.4 | 596 | 86.8 | 589 | 85.4 | |
| . Foreign countries | 91 | 13.2 | 101 | 14.6 | 91 | 13.2 | 101 | 14.6 | |
| Total | 687 | 100.0 | 690 | 100.0 | 687 | 100.0 | 690 | 100.0 | |
| Starting with the Consolidated Financial Statements at 31 December 2017, operating profitability will be calculated as EBITDA therefore the figures in the Consolidated Financial Statements at 30 September 2017, that shows a figure for gross operating profit, have been restated to reflect this change. The figures for 2017 reflect the application of the new standard IFRS 15 from 1 January 2018. |
Revenues from sales and services before elimination of transactions among the five business segments of the Group were Euro 37.071 million, a decrease of Euro 8.491 million compared to the figure for the third quarter of the preceding financial year.
Revenues from the Italian Exhibition Business totalled Euro 29.147 million in the third quarter 2018, an increase of approximately 17% compared to the figure for the same period of the previous financial year (Euro 24.899 million). The increase in the quarter was mainly attributable to the presence of the hosted exhibition Lineapelle, which, in 2017, was postponed until the fourth quarter. Revenues from sales and services in the first nine months of 2018 totalled Euro 167.732 million, an increase of 20% compared to the first nine months of 2017 (Euro 139.789 million). The increase was mainly due to The Innovation Alliance, which involved five multiannual exhibitions (Plast, Ipack-Ima, Meat-Tech, Pint4All and Intralogistica Italia) for solutions for manufacturing industry being held simultaneously. A contributing factor was also the strong performance of the annual exhibitions, in particular that of the Salone Internazionale del Mobile, and the presence of Lineapelle, which, in 2017, was postponed until the fourth quarter of the year.
Revenues from the Foreign Exhibition Business totalled Euro 2.311 million in the quarter under review, an increase of Euro 1.846 million compared to the figure for the same quarter of the preceding financial year (Euro 0.465 million).This revenue increase mainly reflected the more favourable exhibition calendar in Brazil with the presence of Fesqua, the biennial exhibition held in even-numbered years. The year-on-year increase in the figure for the first nine months reflected the trend in revenues in the quarter under review partially offset by the absence of the biennial exhibition Reatech in Brazil.
The Group had negative EBITDA in the third quarter 2018 of Euro 5.031 million, an improvement on the figure for the third quarter 2017 (a loss of Euro 11.181 million). The breakdown was as follows:
The negative EBIT of the four operating segments was Euro 6.498 million in the third quarter 2018, compared to negative EBIT of Euro 12.893 million for the same quarter of 2017, and reflected the trends in the EBITDAs of each individual segment. The figure for the first nine months of 2018, compared to that for 2017, also reflected the performance of the individual segments at the EBITDA level.
The breakdown by geographic area in third quarter 2018 showed revenues from foreign activities of Euro 2.311 million, an increase of Euro 1.849 million compared to the same period of the previous financial year. The increase mainly reflected the more favourable exhibition calendar in Brazil with the presence of Fesqua, a biennial exhibition held in even-numbered years. EBITDA was Euro 2.078 million, an improvement of Euro 2.701 million compared to the figure for the same quarter of the previous financial year that reflected the aforementioned trend in revenues.
EBIT was Euro 1.991 million compared to a net operating loss of Euro 0.750 million in the same period of 2017.
During the quarter under review, six exhibitions and seven congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 209,225 square metres, compared to 175,850 square metres in the same period of the previous financial year, and the number of exhibitors rose from 3,990 in the third quarter 2017 to 5,215 in the third quarter 2018.
Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 196,070 square metres, which equated to 54% of the total exhibition space occupied.
Details of exhibitions held in Italy are given in the following table.
| Italian exhibition portfolio | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | |||||||||
| Annual Exhibitions: | Quarter to 30/09/18 |
Quarter to 30/09/17 |
Quarter to 30/09/16 |
Quarter to 30/09/18 |
Quarter to 30/09/17 |
Quarter to 30/09/16 |
||||
| Directly organised | ||||||||||
| - HOMI II Semester | 40,145 | 55,485 | 58,310 | 1,050 | 1,165 | 1,220 | ||||
| Total annual exhibitions directly organised | 40,145 | 55,485 | 58,310 | 1,050 | 1,165 | 1,220 | ||||
| Hosted | ||||||||||
| - Milano Unica (Autumn) | 32,510 | 31,890 | 25,540 | 480 | 460 | 485 | ||||
| - Mipel (September) | 8,850 | 8,575 | 8,065 | 335 | 280 | 235 | ||||
| - The Micam (Autumn) | 63,065 | 63,345 | 63,360 | 1,330 | 1,355 | 1,385 | ||||
| - The One Milano (September)* | 1,835 | 1,820 | - | 110 | 80 | - | ||||
| - LineaPelle II Semester | 51,145 | a) | 46,875 | 1,150 | a) | 1,240 | ||||
| - Prima MU | b) | b) | 3,710 | b) | b) | 130 | ||||
| Total annual exhibitions hosted | 157,405 | 105,630 | 147,550 | 3,405 | 2,175 | 3,475 | ||||
| Total annual Exhibitions | 197,550 | 161,115 | 205,860 | 4,455 | 3,340 | 4,695 | ||||
| TOTAL EXHIBITIONS | 197,550 | 161,115 | 205,860 | 4,455 | 3,340 | 4,695 | ||||
| - Congresses with related exhibition space | 11,675 | 14,735 | 8,835 | 760 | 650 | 575 | ||||
| TOTAL | 209,225 | 175,850 | 214,695 | 5,215 | 3,990 | 5,270 |
a) The exhibition will take place/was held in subsequent quarters.
b) The exhibition did not take place.
During the third quarter 2018, six exhibitions were held in exhibition sites abroad and the net exhibition space occupied totalled 155,925 square metres (in third quarter 2017, the figure was 82,680 square metres). The number of exhibitors was 1,960 (370 in third quarter 2017).
Details of the exhibitions organised abroad are given in the following table.
| Foreign Exhibition portfolio | ||||||
|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | |||||
| Annual Exhibitions: | Quarter to 30/09/18 |
Quarter to 30/09/17 |
Quarter to 30/09/16 |
Quarter to 30/09/18 |
Quarter to 30/09/17 |
Quarter to 30/09/16 |
| Directly organised in China | ||||||
| - Industrial Automation Shanghai | 31,150 | b) | b) | 710 | b) | b) |
| - Metalworking and CNC Mach. Tool Shanghai | 35,810 | b) | b) | 565 | b) | b) |
| - Motor Show Chengdu | 75,700 | 77,170 | 76,600 | 90 | 90 | 90 |
| Total annual exhibitions directly organised in China | 142,660 | 77,170 | 76,600 | 1,365 | 90 | 90 |
| Directly organised in India | ||||||
| - Food Hospitality World Bangalore | b) | 1,660 | b) | b) | 120 | b) |
| - Food Hospitality World Goa | a) | b) | 1,200 | a) | b) | 75 |
| Total annual exhibitions directly organised in India | - | 1,660 | 1,200 | - | 120 | 75 |
| Directly organised in South Africa | ||||||
| - Good Food & Wine Show Gauteng | a) | 3,850 | 3,490 | a) | 160 | 165 |
| Total annual exhibitions directly organised in South Africa | - | 3,850 | 3,490 | - | 160 | 165 |
| Total annual exhibitions | 142,660 | 82,680 | 81,290 | 1,365 | 370 | 330 |
| Biennial Exhibitions: | ||||||
| Directly organised in Brazil | ||||||
| - Ebrats | 1,980 | - | - | 330 | - | - |
| - Feitintas | 550 | - | 1,045 | 45 | - | 25 |
| - Fesqua | 10,735 | - | 10,300 | 220 | - | 195 |
| Total biennial exhibitions directly organised in Brazil | 13,265 | - | 11,345 | 595 | - | 220 |
| Total biennial exhibitions | 13,265 | - | 11,345 | 595 | - | 220 |
| TOTAL EXHIBITIONS | 155,925 | 82,680 | 92,635 | 1,960 | 370 | 550 |
b) The exhibition will take place/was held in subsequent quarters.
At 30 September 2018, Group employees totalled 687 and the breakdown compared to 30 June 2018 was as follows:
| 31/12/17 | Permanent employees at end of period (units) |
30/09/18 | 30/06/18 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Italy | Foreign countries |
Fully consolidated companies: | Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
| 29 | 27 | 2 | Executives | 27 | 25 | 2 | 27 | 25 | 2 |
| 602 | 559 | 43 | Managers and White collar workers (including Journalists) | 596 | 563 | 33 | 594 | 561 | 33 |
| 631 | Total 586 45 |
623 | 588 | 35 | 621 | 586 | 35 | ||
| 2 | - | 2 | Equity-accounted companies (a): Executives |
2 | - | 2 | 2 | - | 2 |
| 60 | 7 | 53 | White collar workers | 62 | 8 | 54 | 58 | 8 | 50 |
| 62 | 7 | 55 | Total | 64 | 8 | 56 | 60 | 8 | 52 |
| 693 593 100 |
TOTAL | 687 | 596 | 91 | 681 | 594 | 87 | ||
| (a) the indicated data corresponds to the pro-quota of total employees |
There was a net increase of six permanent employees compared to the figure at 30 June 2018. The increase was mainly due to the strengthening of the organisational structure of the joint venture with Deutsche Messe AG.
Outside Italy, Fiera Milano, together with its German partner Deutsche Messe AG, recently acquired the exhibitions LASERFAIR and LET China – Logistics Equipment & Technology. LASERFAIR, which is held in Shenzhen, is the leading exhibition in China in laser technology and LET China, held in Guangzhou, is the reference event for logistics and transport systems.
The third quarter 2018 results and the forecasts for the last quarter of the current financial year have led to an upgrade of the forecast for full-year 2018 EBITDA: this is now expected to be in the range of Euro 28-30 million, compared to the previously published target of Euro 24-26 million. At year-end 2018, net cash is expected to be in the range of Euro 15-20 million.
The 2018 Third Quarter Consolidated Interim Management Report of the Fiera Milano Group has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and with the Listing Rules issued by Consob regulation no. 11971 of 14 May 1999 and subsequent amendments and integrations.
___________________________________________________________________________
The financial, economic and equity data have been prepared in compliance with the disclosure and valuation requirements of the International Accounting Standards IAS/IFRS issued by the International Accounting Standards Board (IASB) and endorsed by the European Union.
The valuation criteria used to prepare the Financial Statements for the Third Quarter 2018 are the same as those used for the Consolidated Financial Statements for the financial year at 31 December 2017 with the addition of the accounting standards endorsed by the European Union that were effective from 1 January 2018, to which reference should be made.
The application of IFRS 15 – Revenue from Contracts with Customers, effective from 1 January 2018, had an accounting impact on the revenue recognition of some items linked to catering and insurance services which, under IFRS 15, must be shown net of attributable direct costs. The retrospective application of IFRS 15 required the comparative figures for the third quarter 2017 to be restated. This had no impact on the EBITDA or the result for the period. There was also no impact on the opening balance for net equity at 1 January 2018 as the application of IFRS 15 entailed only a reclassification of items within the income statement.
The 2018 Third Quarter Consolidated Financial Statements have been prepared on the basis of the accounting situation at 30 September 2018 as approved by the Boards of Directors of the companies included in the area of consolidation and prepared by Group companies within the area of consolidation. As regards comparable data, it should be noted that in preparing the Consolidated Interim Management Report at 30 September 2018 the tax charge has not been calculated, as permitted under Consob Regulations.
It should also be noted that the methodologies used for estimates in the preparation of the Consolidated Interim Management Report at 30 September 2018 are the same as those normally used to prepare the Annual Consolidated Financial Statements.
The list of companies included in the area of consolidation at 30 September 2018 is given in Attachment 1.
The present 2018 Third Quarter Consolidated Interim Management Report has not been subject to legal audit.
| Full year to 31/12/17 restated |
Consolidated Income Statement (Amounts in €'000) |
3rd Quarter to 30/09/18 |
3rd Quarter to 30/09/17 restated |
9 months to 30/09/18 |
9 months to 30/09/17 restated |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| % | % | % | % | % | ||||||
| 256,348 | 100 | Revenues from sales and services | 35,595 | 100 | 43,527 | 100 | 193,319 | 100 | 177,420 | 100 |
| 3,228 | 1.3 | Cost of materials | 413 | 1.2 | 581 | 1.3 | 1,894 | 1.0 | 2,537 | 1.4 |
| 133,300 | 52.0 | Cost of services | 19,187 | 53.9 | 31,224 | 71.7 | 83,895 | 43.4 | 100,709 | 56.8 |
| 49,868 | 19.5 | Costs for use of third party assets | 12,351 | 34.7 | 12,150 | 27.9 | 37,805 | 19.6 | 37,444 | 21.1 |
| 48,860 | 19.1 | Personnel expenses | 10,365 | 29.1 | 10,313 | 23.7 | 33,566 | 17.4 | 33,818 | 19.1 |
| 5,398 | 2.1 | Other operating expenses | 605 | 1.7 | 1,109 | 2.5 | 2,995 | 1.5 | 3,794 | 2.1 |
| 240,654 | 93.9 | Total operating costs | 42,921 | 120.6 | 55,377 | 127.2 | 160,155 | 82.8 | 178,302 | 100.5 |
| 2,604 | 1.0 | Other income | 215 | 0.6 | 603 | 1.4 | 2,091 | 1.1 | 1,859 | 1.0 |
| 2,603 | 1.0 | Results of equity-accounted companies | 2,522 | 7.1 | 442 | 1.0 | 6,782 | 3.5 | 1,719 | 1.0 |
| 5,841 | 2.3 | Allowance for doubtful accounts and other provisions | 442 | 1.2 | 376 | 0.9 | 973 | 0.5 | 2,026 | 1.1 |
| 15,060 | 5.9 | EBITDA | (5,031) | (14.1) | (11,181) | (25.7) | 41,064 | 21.2 | 670 | 0.4 |
| 6,834 | 2.7 | Depreciation and amortisation | 1,467 | 4.1 | 1,712 | 3.9 | 4,460 | 2.3 | 5,134 | 2.9 |
| 2,854 | 1.1 | Adjustments to asset values | - - | - - | 1 | 0.0 | 11 | 0.0 | ||
| 5,372 | 2.1 | EBIT | (6,498) | (18.3) | (12,893) | (29.6) | 36,603 | 18.9 | (4,475) | (2.5) |
| (774) | (0.3) | Financial income/(expenses) | (48) | (0.1) | (122) | (0.3) | (68) | (0.0) | (845) | (0.5) |
| 4,598 | 1.8 | Profit/(loss) before income tax from continuing operations | (6,546) | (18.4) | (13,015) | (29.9) | 36,535 | 18.9 | (5,320) | (3.0) |
| - | - | Profit/(loss) before income tax from discontinued operations | - - | - - | - - | - - | ||||
| 4,598 | 1.8 | Profit/(loss) before income tax: | (6,546) | (18.4) | (13,015) | (29.9) | 36,535 | 18.9 | (5,320) | (3.0) |
| 4,334 | 1.7 | - attributable to the shareholders of the controlling entity | (6,444) | (18.1) | (13,365) | (30.7) | 36,840 | 19.1 | (5,449) | (3.1) |
| 264 | 0.1 | - attributable to non-controlling interests | (102) | (0.3) | 350 | 0.8 | (305) | (0.2) | 129 | 0.1 |
| 20,127 | 7.9 | Cash flow before income tax for the Group and non-controlling interests | (4,637) | (13.0) | (10,927) | (25.1) | 41,969 | 21.7 | 1,851 | 1.0 |
Starting with the Consolidated Financial Statements at 31 December 2017, operating profitability will be calculated as EBITDA therefore the figures in the Consolidated Financial Statements at 30 September 2017, that shows a figure for gross operating profit, have been restated to reflect this change. The figures for 2017 reflect the application of the new standard IFRS 15 from 1 January 2018.
| 31/12/17 | Reclassified Consolidated Statement of Financial Position (Amounts in €'000) |
30/09/18 | 30/06/18 | Change | |
|---|---|---|---|---|---|
| 94,216 | Goodwill | 94,216 | 94,216 | - | |
| 12,493 | Intangible assets with a finite useful life | 11,309 | 11,251 | 58 | |
| 13,765 | Tangible fixed assets | 11,363 | 12,317 | (954) | |
| 31,063 | Other non-current assets | 33,783 | 31,926 | 1,857 | |
| 151,537 | A Non-current assets | 150,671 | 149,710 | 961 | |
| 3,485 | Inventories and contracts in progress | 3,850 | 4,224 | (374) | |
| 46,277 | Trade and other receivables | 43,054 | 45,363 | (2,309) | |
| 49,762 | B Current assets | 46,904 | 49,587 | (2,683) | |
| 48,437 | Trade payables | 34,896 | 45,473 | (10,577) | |
| 43,057 | Advances | 38,306 | 28,429 | 9,877 | |
| 2,010 | Tax liabilities | 1,033 | 14,065 | (13,032) | |
| 30,527 | Provisions for risks and charges and other current liabilities | 31,929 | 29,473 | 2,456 | |
| 124,031 | C Current liabilities | 106,164 | 117,440 | (11,276) | |
| (74,269) | D Net working capital (B - C) | (59,260) | (67,853) | 8,593 | |
| 77,268 | E Gross capital employed (A + D) | 91,411 | 81,857 | 9,554 | |
| 9,379 | Employee benefit provisions | 9,433 | 9,359 | 74 | |
| 4,059 | Provisions for risks and charges and other non-current liabilities | 3,894 | 3,955 | (61) | |
| 13,438 | F Non-current liabilities | 13,327 | 13,314 | 13 | |
| 63,830 | G NET CAPITAL EMPLOYED continuing operations (E - F) | 78,084 | 68,543 | 9,541 | |
| - | H | NET CAPITAL EMPLOYED assets held for sale | - | - | - |
| 63,830 | TOTAL NET CAPITAL EMPLOYED (G + H) | 78,084 | 68,543 | 9,541 | |
| covered by: | |||||
| 62,471 | Equity attributable to the Group | 99,666 * | 94,724 | 4,942 | |
| 564 | Non-controlling interests | * - | 105 | (105) | |
| 63,035 | I Total equity | 99,666 | 94,829 | 4,837 | |
| (17,922) | Cash & cash equivalents | (23,726) | (30,656) | 6,930 | |
| 15,172 | Current financial (assets)/liabilities | 1,347 | 2,821 | (1,474) | |
| 3,545 | Non-current financial (assets)/liabilities | 797 | 1,549 | (752) | |
| 795 | Net financial position from continuing operations | (21,582) | (26,286) | 4,704 | |
| - | Net financial position from assets held for sale | - | - | - | |
| 795 | L Net financial position (TOTAL) | (21,582) | (26,286) | 4,704 | |
| 63,830 | EQUITY AND NET FINANCIAL POSITION (I + L) * includes pre-tax result for the period |
78,084 | 68,543 | 9,541 |
Non-current assets totalled Euro 150.671 million at 30 September 2018 compared to Euro 149.710 million at 30 June 2018. The Euro 0.961 million increase was due to the net effect of investments of Euro 0.643 million, depreciation and amortisation of Euro 1.467 million, negative exchange losses of Euro 0.164 million, changes in equity accounted investments of Euro 2.292 million, a decrease in deferred tax assets of Euro 0.238 million and a negative figure for other movements totalling Euro 0.105 million.
Net working capital moved from a negative figure of Euro 67.853 million at 30 June 2018 to a negative figure of Euro 59.260 million at 30 June 2018.
The change in this figure of Euro 8.593 million was due to the following:
At 30 September 2018, non-current liabilities totalled Euro 13.327 million compared to Euro 13.314 million at 30 June 2018.
Group equity at 30 September 2018 was Euro 99.666 million compared to Euro 94.724 million at 30 June 2018, an increase of Euro 4.942 million due to the following:
Equity attributable to non-controlling interests was zero at 30 September 2018 compared to Euro 0.105 million at 30 June 2018. The Euro 0.105 million decrease reflected:
Information on the changes in financial assets and liabilities is given in the section on the financial position.
The Manager responsible for preparing the Company's financial statements, Marco Pacini, in accordance with paragraph 2 of Article 154-bis of the Consolidated Finance Act, herewith declares that the accounting information in the present Interim Management Report is consistent with the Company's official documents, books and accounting records.
| List of companies included in the consolidation area and other investments at 30 September 2018 | Attachment 1 | ||||||
|---|---|---|---|---|---|---|---|
| Shareholding % | Shareholding of Group companies | ||||||
| Directly held by |
Indirectly held | ||||||
| Company name and registered office | Main activity | Share capital (000) (*) |
Group total |
Fiera Milano |
through other Group companies |
% | |
| A) List of companies included in the area of consolidation | |||||||
| Parent Company | |||||||
| Fiera Milano SpA | |||||||
| Milan, p.le Carlo Magno 1 | Organisation and hosting 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 | |||||||
| Milan, p.le Carlo Magno 1 | Management of congresses |
2,000 | 100 | 100 | 100 Fiera Milano SpA | ||
| Mico DMC S.r.l. | |||||||
| Milan, p.le Carlo Magno 1 | Management of congresses |
10 | 51 | 51 | 51 Fiera Milano Congressi SpA | ||
| La Fabbrica del Libro SpA | |||||||
| Milan, p.le Carlo Magno 1 | Organisation of exhibitions in Italy |
120 | 51 | 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 |
200 | 100 | 100 | 100 | Fiera Milano SpA | |
| Eurofairs International Consultoria e Participações Ltda | |||||||
| São Paulo Brasil, | Organisation of exhibitions | 99.99 Fiera Milano SpA | |||||
| na Avenida Angélica, nº 2350, Sala B, Consolação, | outside of Italy | R \$ 62,145 | 100 | 99.99 | 0.01 | 0.01 Nolostand SpA | |
| CIPA Fiera Milano Publicações e Eventos Ltda | 99.96 | Eurofairs International Consultoria e Participações Ltda |
|||||
| São Paulo Brasil, Av. Angelica | Organisation of exhibitions outside of Italy |
R \$ 21,363 | 100 | 0.04 | 99.96 | 0.04 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 | |||||||
| Hannover Germany, Messegelaende | Organisation of exhibitions outside of Italy |
25 | 49 | 49 | 49 Fiera Milano SpA | ||
| Hannover Milano Fairs Shanghai Co. Ltd | |||||||
| Shanghai China, Pudong Office Tower | Organisation of exhibitions outside of Italy |
USD 500 | 49 | 100 | 100 | Hannover Milano Global Germany GmbH |
|
| Hannover Milano Fairs China Ltd | |||||||
| Hong Kong China, Golden Gate Building | Organisation of exhibitions outside of Italy |
HKD 10 | 49 | 100 | 100 | Hannover Milano Global Germany GmbH |
|
| Hannover Milano Fairs India Pvt Ltd | |||||||
| East Mumbai, Andheri | Organisation of exhibitions outside of Italy |
INR 274,640 | 48.99 | 99.99 | 99.99 | Hannover Milano Global Germany GmbH |
|
| Ipack Ima Srl | |||||||
| Rho, S.S. del Sempione km 28 | Organisation of exhibitions in Italy |
20 | 49 | 49 | 49 | Ipack-Ima SpA | |
| C) List of companies accounted at cost | |||||||
| Shareholding % | Shareholding of Group companies | ||||||
| Directly | |||||||
| Share capital | Group | held by Fiera |
Indirectly held through other |
||||
| Company name and registered office | (000) (*) | total | Milano | Group companies | % | ||
| Esperia SpA | |||||||
| Rose (Cosenza) | Other activities | 2.00 1,403 | 2 | 2 Fiera Milano Media SpA | |||
| Comitato Golden Card Cinisello Balsamo, viale Fulvio Testi 128 |
Other activities | 33.33 3 | 33.33 | 33.33 | Fiera Milano SpA | ||
| Covention Bureau Italia Scrl | |||||||
| Firenze, piazza Adua 1 | Other activities | 8 | 2 | 2 | 2 | Fiera Milano Congressi SpA | |
| (*) Euro or other currencies as specifically indicated |
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