Quarterly Report • May 11, 2018
Quarterly Report
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(1st Quarter 2018)
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 31 marzo 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 31 marzo 2018 shall prevail upon the English version.
Fiera Milano SpA
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), 11 May 2018
| ▪ | Corporate bodies and Independent Auditor | page | 3 |
|---|---|---|---|
| ▪ | Business model | page | 4 |
| ▪ | Group structure | page | 5 |
| ▪ | Report on operations in the first 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 9 10 14 |
| ▪ | Significant events after the end of the reporting period | page | 15 |
| ▪ | Business outlook | page | 15 |
| ▪ | Accounting criteria | page | 16 |
| ▪ ▪ |
Financial statements ▫ Consolidated income statement ▫ Reclassified consolidated statement of financial position ▫ Comments on the capital and financial position Declaration of the Manager responsible for preparing the Company's financial statements |
page page page page |
17 18 19 20 |
| ▪ | Attachment 1 | ||
| List of companies included in the consolidation area and other investments at 31 March 2018 |
page | 21 |
__________________________________________________________________________________
| 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 Sebastiano Carbone 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.
EY SpA
The mandate, given to the independent audit firm by the Shareholders' Meeting of 29 April 2014, is for the 2014-2022 financial years.
The Fiera Milano Group is involved in all the characteristic phases of the exhibition and congress sector and is one of the leading international integrated companies in the sector.
__________________________________________________________________________
Its operating segments are:
The following table gives the main figures of the Group for the first quarter of 2018 and for the same quarter of the previous year, as well as figures for the full year 2017.
| Full year | Fiera Milano Group | 1° Quarter | 1° Quarter |
|---|---|---|---|
| 31/12/17 | Summary of key figures | 31/03/18 | 31/03/17 |
| restated | (Amounts in € '000) | restated | |
| 256,348 | Revenues from sales and services | 77,254 | 62,067 |
| 15,060 | EBITDA (a) | 19,704 | 8,093 |
| 5,372 | EBIT | 18,210 | 6,375 |
| 4,598 | Profit/(loss) before income tax of continuing operations | 18,076 | 6,168 |
| - | Profit/(loss) before income tax of discontinued operations | - | - |
| 4,598 | Profit/(loss) before income tax | 18,076 | 6,168 |
| 4,334 | - Attributable to the shareholders of the controlling entity | 18,188 | 6,246 |
| 264 | - Attributable to non-controlling interests | (112) | (78) |
| 20,127 | Cash flow before income tax for the Group and non-controlling interests (b) | 19,680 | 8,612 |
| 63,830 | Net capital employed (c) | 60,538 | 81,205 |
| covered by: | |||
| 62,471 | Equity attributable to the Group | 80,680 * | 67,253 * |
| 564 | Non-controlling interests | 451 * | 611 * |
| 795 | Net financial debt/(cash) continuing operations and assets held for sale | (20,593) | 13,341 |
| 4,392 | Investments (continuing operations and assets held for sale) | 478 | 1,660 |
| 693 | Employees (no. of permanent employees at the end of period) | 686 | 727 |
| * 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 31march 2018, 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 first quarter 2018, the Fiera Milano Group had significantly higher results than for the same period of 2017. This improvement was primarily due to the good performance from annual exhibitions together with the more favourable exhibition calendar and to a positive impact from cost reductions following the restructuring implemented in the 2017 financial year.
On 19 February 2018, Fiera Milano SpA, in order to strengthen the capital of the Brazilian subsidiary Eurofairs International Consultoria e Participações Ltda, approved a capital contribution of Euro 0.800 million.
The business of the Group is seasonal due to the biennial exhibitions. Given this seasonality, the revenues and results of a single quarter may vary significantly from quarter to quarter.
The figures for the first quarter 2018 showed the following main trends:
The main changes in the quarter were as follows:
The table below summarises 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 |
1st Quarter 2018 | 1st Quarter 2017 | 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: | 21 | 7 | 21 | 7 | - | - | |
| Italy | 17 | 3 | 17 | 3 | - | - | |
| . annual | 15 | 3 | 14 | 2 | 1 | 1 | |
| . biennial | 2 | - | 3 | 1 | (1) | (1) | |
| . multi-annual | - | - | - | - | - | - | |
| Foreign countries | 4 | 4 | 4 | 4 | - | - | |
| . annual | 4 | 4 | 4 | 4 | - | - | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| Number of congresses with related exhibition space - Italy |
8 | - | 6 | - | 2 - |
||
| Net sq.metres of exhibition space: | 624,570 | 197,585 | 549,710 | 227,245 | 74,860 | (29,660) | |
| Italy | 529,190 | 102,205 | 467,275 | 144,810 | 61,915 | (42,605) | |
| . annual (a) | 411,475 | 102,205 | 357,450 | 88,045 | 54,025 | 14,160 | |
| . biennial | 117,715 | - | 109,825 | 56,765 | 7,890 | (56,765) | |
| . multi-annual | - | - | - | - | - | - | |
| (a) of which congresses with related exhibition space | 11,955 | - | 5,240 | - | 6,715 | - | |
| Foreign countries | 95,380 | 95,380 | 82,435 | 82,435 | 12,945 | 12,945 | |
| . annual | 95,380 | 95,380 | 82,435 | 82,435 | 12,945 | 12,945 | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| Number of exhibitors: | 12,955 | 3,705 | 11,180 | 3,600 | 1,775 | 105 | |
| Italy | 11,090 | 1,840 | 9,385 | 1,805 | 1,705 | 35 | |
| . annual (b) | 9,445 | 1,840 | 8,310 | 1,560 | 1,135 | 280 | |
| . biennial | 1,645 | - | 1,075 | 245 | 570 | (245) | |
| . multi-annual | - | - | - | - | - | - | |
| (b) of which congresses with related exhibition space | 720 | - | 380 | - | 340 | - | |
| Foreign countries | 1,865 | 1,865 | 1,795 | 1,795 | 70 | 70 | |
| . annual | 1,865 | 1,865 | 1,795 | 1,795 | 70 | 70 | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - |
The Group net financial position and its breakdown are shown in the following table.
| Group Net Financial Position | ||
|---|---|---|
| 31/12/17 | (Amounts in € '000) | 31/03/18 |
| 17,922 | A. Cash (including bank balances) | 34,831 |
| - | B. Other cash equivalents | - |
| - | C. Securities held for trading | - |
| 17,922 | D. Cash and cash equivalents (A+B+C) | 34,831 |
| 2,809 | E. Current financial assets | 1,108 |
| 700 | - E.1 of which Current financial assets to other related parties | - |
| 2,109 | - E.2 of which Current financial assets to other related parties | 1,108 |
| 689 | F. Current bank borrowings | - |
| 16,563 | G. Current portion of non-current debt | 12,013 |
| 729 | H. Other current financial liabilities | 785 |
| - | - H.1 of which Other current financial liabilities to the controlling shareholder | 76 |
| 37 | - H.2 of which Other current financial liabilities to other related parties | - |
| 17,981 | I. Current financial debt (F+G+H) | 12,798 |
| (2,750) | J. Current net financial debt (cash) (I-E-D) | (23,141) |
| 3,503 | K. Non-current bank borrowings | 2,506 |
| - | L. Debt securities in issue | - |
| 42 | M. Other non-current liabilities | 42 |
| 42 | - M.1 of which Other non current liabilities to other related parties | 42 |
| 3,545 | N. Non-current financial debt (K+L+M) | 2,548 |
| 795 | Net financial debt/(cash) from continuing operations (J+N) | (20,593) |
| - | Net financial debt/(cash) from assets held for sale | - |
| 795 | O. Net financial debt/(cash) | (20,593) |
Net cash at 31 March 2018 was Euro 20.593 million compared to net debt of Euro 0.795 million at 31 December 2017.
The increase of Euro 21.388 million in net cash reflected the positive operating cash flow generated in the period under review and advance payments for the exhibition calendar that, in coming months, includes some important exhibitions. This increase was partly offset by the advance payment of the six-monthly rental charge for the two exhibition sites.
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 | ||||||
| Full year | (Amounts in € '000) | 1st Quarter | 1st Quarter | |||
| 2017 | restated | 31/03/18 | 31/03/17 | restated | ||
| Revenues from sales and services | ||||||
| % | - By operating segment: | % | % | |||
| 205,186 | 68.3 | . Italian Exhibitions | 68,853 | 74.9 | 54,910 | 74.8 |
| 5,096 | 1.7 | . Foreign Exhibitions | 914 | 1.0 | 518 | 0.7 |
| 33,030 | 11.0 | . Stand-fitting Services | 12,691 | 13.8 | 9,811 | 13.4 |
| 10,841 | 3.6 | . Media | 2,942 | 3.2 | 2,472 | 3.4 |
| 46,160 | 15.4 | . Congresses | 6,520 | 7.1 | 5,683 | 7.7 |
| 300,313 | 100.0 | Total revenues gross of adjustments for inter-segment transactions | 91,920 | 100.0 | 73,394 | 100.0 |
| (43,965) | . Adjustments for inter-segment transactions | (14,666) | (11,327) | |||
| 256,348 | Total revenues net of adjustments for inter-segment transactions | 77,254 | 62,067 | |||
| - By geographic area: | ||||||
| 251,252 | 98.0 | . Italy | 76,340 | 98.8 | 61,549 | 99.2 |
| 5,096 | 2.0 | . Foreign countries | 914 | 1.2 | 518 | 0.8 |
| 256,348 | 100.0 | Total | 77,254 | 100.0 | 62,067 | 100.0 |
| % EBITDA | % | % | ||||
| on revenues | - By operating segment: | on revenues | on revenues | |||
| 13,303 | 6.5 | . Italian Exhibitions | 16,829 | 24.4 | 7,359 | 13.4 |
| 80 | 1.6 | . Foreign Exhibitions | 1,827 | 199.9 | 856 | 165.3 |
| (1,754) | (5.3) | . Stand-fitting Services | 1,324 | 10.4 | 561 | 5.7 |
| 409 | 3.8 | . Media | 81 | 2.8 | (279) | (11.3) |
| 3,022 | 6.5 | . Congresses | (357) | (5.5) | (404) | (7.1) |
| - | . Adjustments for inter-segment transactions | - | - | |||
| 15,060 | 5.9 | Total | 19,704 | 25.5 | 8,093 | 13.0 |
| - By geographic area: | ||||||
| 15,030 | 6.0 | . Italy | 17,877 | 23.4 | 7,245 | 11.8 |
| 30 | 0.6 | . Foreign countries | 1,827 | 199.9 | 848 | 163.7 |
| 15,060 | 5.9 | Total | 19,704 | 25.5 | 8,093 | 13.0 |
| % EBIT | % | % | ||||
| on revenues | - By operating segment: | on revenues | on revenues | |||
| 8,831 | 4.3 | . Italian Exhibitions | 16,210 | 23.5 | 6,614 | 12.0 |
| (436) | (8.6) | . Foreign Exhibitions | 1,723 | 188.5 | 729 | 140.7 |
| (3,492) | (10.6) | . Stand-fitting Services | 978 | 7.7 | 122 | 1.2 |
| (1,196) | (11.0) | . Media | 16 | 0.5 | (371) | (15.0) |
| 1,726 | 3.7 | . Congresses | (704) | (10.8) | (703) | (12.4) |
| (61) | . Adjustments for inter-segment transactions | (13) | (16) | |||
| 5,372 | 2.1 | Total | 18,210 | 23.6 | 6,375 | 10.3 |
| - By geographic area: | ||||||
| 5,858 | 2.3 | . Italy | 16,501 | 21.6 | 5,670 | 9.2 |
| (486) | (9.5) | . Foreign countries | 1,709 | 187.0 | 705 | 136.1 |
| 5,372 | 2.1 | Total | 18,210 | 23.6 | 6,375 | 10.3 |
| Employees | ||||||
| (no. of permanent employees at the end of the period) | ||||||
| % | - By operating segment: | % | % | |||
| 423 | 61.0 | . Italian Exhibitions | 420 | 61.2 | 414 | 57.0 |
| 100 | 14.4 | . Foreign Exhibitions | 89 | 13.0 | 145 | 20.0 |
| 61 | 8.8 | . Stand-fitting Services | 62 | 9.0 | 57 | 7.8 |
| 59 | 8.5 | . Media | 59 | 8.6 | 62 | 8.5 |
| 50 | ||||||
| 7.2 | . Congresses | 56 | 8.2 | 49 | 6.7 | |
| 693 | 100.0 | Total | 686 | 100.0 | 727 | 100.0 |
| - By geographic area: | ||||||
| 593 | 85.6 | . Italy | 597 | 87.0 | 582 | 80.1 |
| 100 | 14.4 | . Foreign countries | 89 | 13.0 | 145 | 19.9 |
| 693 | 100.0 | Total | 686 | 100.0 | 727 | 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 31 march 2018, 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 91.920 million, an increase of Euro 18.526 million compared to the figure of Euro 73.394 million in the first quarter of 2017.
Group EBITDA was Euro 19.704 million, an increase of Euro 11.611 million compared to the figure for the first quarter of 2017 (Euro 8.093 million ). The breakdown was as follows:
The EBIT of the five operating segments totalled Euro 18.210 million in the first quarter of 2018, compared to Euro 6.375 million in the same period of the previous financial year, and reflected the trends in EBITDA of the five segments.
The breakdown by geographic area in the first quarter showed revenues from foreign activities of Euro 0.914 million, an increase of approximately 76% compared to the figure for the same quarter of the previous financial year (Euro 0.518 million). EBITDA was Euro 1.827 million, a year-on-year increase of Euro 0.979 million.
EBIT was Euro 1.709 million compared to the figure for the same quarter of the previous financial year (Euro 0.705 million).
During the quarter under review, seventeen exhibitions and eight events for congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 529,190 square metres, compared to 467,275 square metres in the same period of the previous financial year, and the number of exhibitors rose from 9,385 in the first quarter of 2017 to 11,090 in the first quarter of 2018.
Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 197,585 square metres, which equated to approximately 32% of the total exhibition space occupied.
Annual Exhibitions: Quarter to 31/03/18 Quarter to 31/03/17 Quarter to 31/03/16 Quarter to 31/03/18 Quarter to 31/03/17 Quarter to 31/03/16 Directly organised - HOMI (I semester) 81,020 83,690 77,785 1,405 1,425 1,285 - Promotion Trade Exhibition 4,905 4,355 a) 145 135 a) - Bit 16,280 b) 13,505 290 b) 380 - Milano Pret A Porter (Spring) c) c) 2,235 c) c) 105 Total annual exhibitions directly organised 102,205 88,045 93,525 1,840 1,560 1,770 Hosted - Cartoomics 14,465 10,495 8,310 420 340 310 - Fa la cosa giusta 11,340 10,285 9,350 720 680 695 - Hobby Show (I semester) 1,700 1,610 1,815 70 65 90 - LineaPelle Febbraio 48,195 46,665 43,710 1,110 1,200 1,155 - Mido 50,490 48,015 46,260 1,270 1,190 1,075 - Milano Unica (Spring) 27,075 27,325 18,165 415 365 390 - Mipel (March 8,890 7,980 8,305 320 250 250 - My Plant & Garden 25,395 17,065 13,855 520 450 345 - Simac Tanning-Tech 18,230 17,205 14,900 275 245 220 - Tempo di Libri 13,170 b) - 220 b) - - The Micam (Spring) 62,930 61,705 63,425 1,305 1,330 1,425 - The ONE Milano (February) 15,435 13,615 - 240 220 - - MAM - Mostra a Milano Arte e Antiquariato d) 2,200 - d) 35 - - Milano Auto Classica b) b) 20,965 b) b) 290 - Promotion Trade Exhibition a) a) 4,515 a) a) 140 - Esposizione Internazionale Canina d) d) 15,000 d) d) 50 - Mifur c) c) 12,080 c) c) 150 - Super (Spring) d) d) 1,275 d) d) 150 Total annual exhibitions hosted 297,315 264,165 281,930 6,885 6,370 6,735 Total annual Exhibitions 399,520 352,210 375,455 8,725 7,930 8,505 Biennial Exhibitions: Directly organised - Transpotec & Logitec** - 56,765 - - 245 - Total biennial exhibitions directly organised - 56,765 - - 245 - Hosted - Biomass innovation Expo * 3,515 - - 65 - - - Mostra Convegno Expocomfort 114,200 - 118,395 1,580 - 1,540 - Made Expo - 52,515 - - 800 - - Farmacistapiù - 545 - - 30 - Total biennial exhibitions hosted 117,715 53,060 118,395 1,645 830 1,540 Total biennial Exhibitions 117,715 109,825 118,395 1,645 1,075 1,540 TOTAL EXHIBITIONS 517,235 462,035 493,850 10,370 9,005 10,045 - Congresses with related exhibition space 11,955 5,240 3,640 720 380 225 TOTAL 529,190 467,275 497,490 11,090 9,385 10,270 Net sq. metres of exhibition space Italian exhibition portfolio Number of exhibitors
Details of exhibitions held in Italy are given in the following table.
* The exhibition was held for the first time at Fiera Milano exhibition sites.
** The exhibition was held at Veronafiere exhibition site.
a) The exhibition since 2017 is organised by the Fiera Milano Group.
b) The exhibition will take place/was held in subsequent quarters.
c) The exhibition since 2017 is included in The ONE Milano.
d) The exhibition did not take place.
During the first quarter 2018, four exhibitions were held in exhibition sites abroad and the net exhibition space occupied totalled 95,380 square metres (in the first quarter 2017, this figure was 82,435 square metres). The number of exhibitors was 1,865 (1,795 in first 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 | ||||||
| Quarter to 31/03/18 |
Quarter to Quarter to Quarter to 31/03/17 31/03/16 31/03/18 |
Quarter to 31/03/17 |
Quarter to 31/03/16 |
||||
| Annual Exhibitions: | |||||||
| Directly organised in China | |||||||
| - Chinafloor Domotex Shanghai | 80,530 | 69,345 | 65,375 | 1,420 | 1,330 | 1,305 | |
| - GITF International Tour Guangzhou | 9,240 | 7,045 | 7,875 | 210 | 240 | 195 | |
| Total annual exhibitions directly organised in China | 89,770 | 76,390 | 73,250 | 1,630 | 1,570 | 1,500 | |
| Directly organised in India | |||||||
| - Food Hospitality World Mumbai | 2,460 | 2,970 | 2,840 | 140 | 165 | 180 | |
| Total annual exhibitions directly organised in India | 2,460 | 2,970 | 2,840 | 140 | 165 | 180 | |
| Directly organised in South Africa | |||||||
| - Cape Town Art Fair | 3,150 | 3,075 | 2,030 | 95 | 60 | 50 | |
| Total annual exhibitions directly organised in South Africa | 3,150 | 3,075 | 2,030 | 95 | 60 | 50 | |
| TOTAL EXHIBITIONS | 95,380 | 82,435 | 78,120 | 1,865 | 1,795 | 1,730 |
At 31 March 2018, Group employees totalled 686 and the breakdown compared to 31 March 2017 and 31 December 2017 was as follows:
| 31/12/17 | Permanent employees at end of period (units) |
31/03/18 | 31/03/17 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
|
| Fully consolidated companies: | |||||||||
| 29 | 27 | 2 | Executives | 28 | 26 | 2 | 30 | 27 | 3 |
| 602 | 559 | 43 | Managers and White collar workers (including Journalists) | 594 | 563 | 31 | 638 | 548 | 90 |
| 631 | 586 | 45 | Total | 622 | 589 | 33 | 668 | 575 | 93 |
| Equity-accounted companies (a): | |||||||||
| 2 | - | 2 | Executives | 2 | - 2 |
2 | - | 2 | |
| 60 | 7 | 53 | White collar workers | 62 | 8 | 54 | 57 | 7 | 50 |
| 62 | 7 | 55 | Total | 64 | 8 | 56 | 59 | 7 | 52 |
| 693 | 593 | 100 | TOTAL | 686 | 597 | 89 | 727 | 582 | 145 |
| (a) the indicated data corresponds to the pro-quota of total employees |
There was a net decrease of seven permanent employees compared to the figure at 31 December 2017, mainly due to the restructuring of the Brazilian and South African companies.
On 20 April 2018, Borsa Italiana SpA, with deliberation no. 8450, readmitted the ordinary shares of Fiera Milano SpA to the STAR segment (Equity Segment with High Performance Requirements - Segmento Titoli ad Alti Requisiti) to be traded in this segment of the Italian stock market (Mercato Telematico Azionario - MTA). Trading of the shares in the STAR segment recommenced on 30 April 2018.
On 23 April 2018, the Parent Company Ordinary Meeting of Shareholders was held. It approved the Financial Statements at 31 December 2017 and also approved covering the losses for the period of Euro 863,987.03 by using the share premium reserve. It also appointed the Board of Statutory Auditors for the 2018-2020 financial years and decided its remuneration, as well as approving Section One of the Report on Remuneration as required under Article 123-ter of Legislative Decree 58/98. The same Shareholders' Meeting also approved the Performance Share Plan 2018-2019 pursuant to Article 114-bis of Legislative Decree 58/98 and authorised the Board of Directors to buyback and dispose of treasury shares.
The positive business trend has also been confirmed by the exhibitions held after the end of the first quarter. In particular, the Salone del Mobile had a new record edition.
Following the good performance of the exhibitions in the first quarter, 2018 EBITDA is expected to be in the upper part of the previously stated range of Euro 15-17 million; this is higher than the figure for the previous financial year and will be achieved also through the cost restructuring and despite the less favourable exhibition calendar in Italy in the absence of some important directly organised biennial exhibitions.
The Consolidated Interim Management Report of the Fiera Milano Group has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and with the Listing Rules issued by Consob regulation no. 11971 of 14 May 1999 and subsequent amendments and integrations.
______________________________________________________________________________
The financial, economic and capital 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 first quarter 2018 are the same as those used for the Consolidated Financial Statements for the full-year 2017, with the addition of the accounting standards endorsed by the European Union and applicable 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, resulted in disclosure changes to certain items of revenue for catering and insurance service contracts, which are now shown net of directly related costs. The comparative data for the first quarter of 2017 was restated for the retrospective application of IFRS 15 giving a figure that was Euro 3.329 million lower than the original figure. However, there was no impact on EBITDA or on the result for the period. It also had no effect on the opening figure for equity at 1 January 2018 as only items within the Income Statement needed to be restated.
The Consolidated Financial Statements have been prepared on the basis of the accounting situation at 31 March 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 31 March 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 31 March 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 31 March 2018 is given in Attachment 1.
The Consolidated Interim Management Report at 31 March 2018 has not been subject to legal audit.
| Full year to 31/12/17 restated |
Consolidated Income Statement (Amounts in €'000) |
1st Quarter to 31/03/18 |
1st Quarter to 31/03/17 restated |
||
|---|---|---|---|---|---|
| % | % | % | |||
| 256,348 100 |
Revenues from sales and services | 77,254 | 100 | 62,067 | 100 |
| 3,228 1.3 |
Cost of materials | 761 | 1.0 | 895 | 1.4 |
| 133,300 52.0 |
Cost of services | 32,774 | 42.4 | 27,937 | 45.0 |
| 49,868 19.5 |
Costs for use of third party assets | 12,449 | 16.1 | 13,270 | 21.4 |
| 48,860 19.1 |
Personnel expenses | 12,814 | 16.6 | 11,820 | 19.0 |
| 5,398 2.1 |
Other operating expenses | 1,106 | 1.4 | 1,286 | 2.1 |
| 240,654 93.9 |
Total operating costs | 59,904 | 77.5 | 55,208 | 88.9 |
| 2,604 1.0 |
Other income | 871 | 1.1 | 450 | 0.7 |
| 2,603 1.0 |
Results of equity-accounted companies | 1,593 | 2.1 | 1,510 | 2.4 |
| 5,841 2.3 |
Allowance for doubtful accounts and other provisions | 110 | 0.1 | 726 | 1.2 |
| 15,060 5.9 |
EBITDA | 19,704 | 25.5 | 8,093 | 13.0 |
| 6,834 2.7 |
Depreciation and amortisation | 1,493 | 1.9 | 1,707 | 2.8 |
| 2,854 1.1 |
Adjustments to asset values | 1 | - | 11 | 0.0 |
| 5,372 2.1 |
EBIT | 18,210 | 23.6 | 6,375 | 10.3 |
| (774) (0.3) |
Financial income/(expenses) | (134) | (0.2) | (207) | (0.3) |
| 4,598 1.8 |
Profit/(loss) before income tax from continuing operations | 18,076 | 23.4 | 6,168 | 9.9 |
| - - |
Profit/(loss) before income tax from discontinued operations | - | - | - | - |
| 4,598 1.8 |
Profit/(loss) before income tax | 18,076 | 23.4 | 6,168 | 9.9 |
| 4,334 1.7 |
- attributable to the shareholders of the controlling entity | 18,188 | 23.5 | 6,246 | 10.1 |
| 264 0.1 |
- attributable to non-controlling interests | (112) | (0.1) | (78) | (0.1) |
| 20,127 7.9 |
Cash flow before income tax for the Group and non-controlling interests |
19,680 | 25.5 | 8,612 | 13.9 |
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 31 march 2018, 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.
| Reclassified Consolidated Statement of Financial Position | ||||
|---|---|---|---|---|
| (Amounts in €'000) | 31/03/18 | 31/12/17 | Change | |
| Goodwill | 94,216 | 94,216 | - | |
| Intangible assets with a finite useful life | 11,907 | 12,493 | (586) | |
| Tangible fixed assets | 13,229 | 13,765 | (536) | |
| Other non-current assets | 32,546 | 31,063 | 1,483 | |
| A | Non-current assets | 151,898 | 151,537 | 361 |
| Inventories and contracts in progress | 3,965 | 3,485 | 480 | |
| Trade and other receivables | 68,113 | 46,277 | 21,836 | |
| Other current assets | - | - | - | |
| B | Current assets | 72,078 | 49,762 | 22,316 |
| Trade payables | 47,616 | 48,437 | (821) | |
| Advances | 62,948 | 43,057 | 19,891 | |
| Tax liabilities | 1,276 | 2,010 | (734) | |
| Provisions for risks and charges and other current liabilities | 38,146 | 30,527 | 7,619 | |
| C | Current liabilities | 149,986 | 124,031 | 25,955 |
| D | Net working capital (B - C) | (77,908) | (74,269) | (3,639) |
| E | Gross capital employed (A + D) | 73,990 | 77,268 | (3,278) |
| Employee benefit provisions | 9,394 | 9,379 | 15 | |
| Provisions for risks and charges and other non-current liabilities | 4,058 | 4,059 | (1) | |
| F | Non-current liabilities | 13,452 | 13,438 | 14 |
| G | NET CAPITAL EMPLOYED continuing operations (E - F) | 60,538 | 63,830 | (3,292) |
| H | NET CAPITAL EMPLOYED assets held for sale | - | - | |
| TOTAL NET CAPITAL EMPLOYED (G + H) | 60,538 | 63,830 | (3,292) | |
| covered by: | ||||
| Equity attributable to the Group | 80,680 (*) | 62,471 | 18,209 | |
| Non-controlling interests | 451 (*) | 564 | (113) | |
| I | Total equity | 81,131 | 63,035 | 18,096 |
| Cash & cash equivalents | (34,831) | (17,922) | (16,909) | |
| Current financial (assets)/liabilities | 11,690 | 15,172 | (3,482) | |
| Non-current financial (assets)/liabilities | 2,548 | 3,545 | (997) | |
| Net financial position continuing operations | (20,593) | 795 | (21,388) | |
| Net financial position assets held for sale | - | - | - | |
| L | Net financial position (TOTAL) | (20,593) | 795 | (21,388) |
| EQUITY AND NET FINANCIAL POSITION (I + L) | 60,538 | 63,830 | (3,292) | |
| (*) | includes pre-tax result for the period |
Non-current assets totalled Euro 151.898 million at 31 March 2018, compared to Euro 151.537 million at 31 December 2017. The Euro 0.361 million increase was due to the net effect of investments of Euro 0.478 million, depreciation and amortisation of Euro 1.493 million, exchange rate losses of Euro 0.062 million, an increase in equity accounted investments of Euro 1.593 million and other negative movements of Euro 0.155 million.
Negative net working capital moved from Euro 74.269 million at 31 December 2017 to Euro 77.908 million at 31 March 2018.
The Euro 3.639 million change in this figure was due to the following:
At 31 March 2018, non-current liabilities totalled Euro 13.452 million compared to Euro 13.438 million at 31 December 2017.
Group equity at 31 March 2018 was Euro 80.680 million compared to Euro 62.471 million at 31 December 2017, an increase of Euro 18.209 million due to the following:
Equity attributable to non-controlling interests was Euro 0.451 million at 31 March 2018 compared to Euro 0.564 million at 31 December 2017. The Euro 0.113 million decrease reflects:
Information on the changes in financial assets and liabilities is given in the section on the financial position.
The Manager responsible for preparing the Company's financial statements, Sebastiano Carbone, in accordance with paragraph 2 of Article 154-bis of the Consolidated Finance Act, herewith declares that the accounting information in the present Interim Management Report is consistent with the Company's official documents, books and accounting records.
*****
| List of companies included in the consolidation area and other investments at 31 March 2018 | Attachment 1 | |||||
|---|---|---|---|---|---|---|
| Shareholding % | Directly held by |
Indirectly held through |
Shareholding of Group companies | |||
| Company name and registered office | Main activity | Share capital (000) (*) |
Group total |
Fiera Milano |
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, 2350, 12° andar, 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 | Eurofairs International | |||||
| São Paulo Brasil, | Organisation of exhibitions | 99.96 Consultoria e Participações Ltda |
||||
| na Avenida Angélica, 2491, 20° andar, conjuntos 203 e 204 | outside of Italy | R \$ 18,179 | 100 | 0.04 | 99.96 | 0.04 Fiera Milano SpA |
| Fiera Milano India Pvt Ltd | Organisation of exhibitions | |||||
| New Delhi, Barakhamba Road, Connaught Place | outside of Italy | INR 20,000 | 99.99 | 99.99 | 99.99 Fiera Milano SpA | |
| Limited Liability Company "Fiera Milano" | Organisation of exhibitions | |||||
| Moscow, 24 A/1 ul. B. Cherkizovskaya | outside of Italy | RUB 10,000 | 100 | 100 | 100 Fiera Milano SpA | |
| Fiera Milano Exhibitions Africa Pty Ltd | Organisation of exhibitions | |||||
| Cape Town, The Terraces, Steenberg Office Park, Tokai | outside of Italy | ZAR 0.6 | 100 | 100 | 100 Fiera Milano SpA | |
| B) List of jointly controlled companies equity-accounted | ||||||
| Hannover Milano Global Germany GmbH | Organisation of exhibitions | |||||
| Hannover Germany, Messegelaende | outside of Italy | 25 | 49 | 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 | 20 | 49 | 49 | 49 Ipack-Ima SpA |
|
| C) List of companies accounted at cost | ||||||
| Shareholding % | Shareholding of Group companies | |||||
| Directly held by |
Indirectly held through |
|||||
| Company name and registered office | Share capital (000) (*) |
Group total |
Fiera Milano |
other Group companies |
% | |
| Esperia SpA | ||||||
| Rose (Cosenza) | Other activities | 1,403 | 2 | 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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