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Immsi Interim / Quarterly Report 2015

Nov 17, 2015

4075_ir_2015-11-17_66600fb8-2432-4753-ac99-5a9f193ccc52.pdf

Interim / Quarterly Report

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Share capital 178,464,000 euros fully paid up Registered office: P.zza Vilfredo Pareto, 3 – 46100 Mantova Mantova Register of Companies – Tax code and VAT number 07918540019

Interim Report on Operations

30 September 2015

This Interim Management Report is a translation provided only for the convenience of foreign readers. The Italian version will prevail.

Contents

Company boards…………………………………………………….……………… page 4
Financial highlights of the Immsi Group page 6
Alternative non-GAAP performance measures……………………………………………… page 7
Form and content………………………………………………………………………………
Scope of
page 8
consolidation…………………………………………………………………………………… page 10
Reclassified consolidated financial statements and relative notes……… page 12
Directors' comments on operations……………………… page 21
Subsequent events and outlook……………………………………………………………… page 28
Segment reporting………….………………….………………………………………………… page 28

This report was approved by the Board of Directors of Immsi S.p.A. on 12 November 2015 and is available to the public as from 13 November 2015 at the registered office of the Company,

on the website of Borsa Italiana S.p.A. www.borsaitaliana.it, in the centralised filing system and on the website of the Issuer www.immsi.it (section: "Investors/Financial reports/2015")

COMPANY BOARDS

The Board of Directors and the Board of Statutory Auditors of Immsi S.p.A. were appointed by shareholders' resolution of 13 May 2015 and will remain in office until the date the Shareholders' Meeting is convened to approve the financial statements for the year ending 31 December 2017.

BOARD OF DIRECTORS

Roberto Colaninno Chairman
Daniele Discepolo Deputy Chairman
Michele Colaninno Chief Executive Officer
Matteo Colaninno Director
Ruggero Magnoni Director
Livio Corghi Director
Rita Ciccone Director
Giovanni Sala Director
Patrizia De Pasquale Director

BOARD OF STATUTORY AUDITORS

Alessandro Lai Chairman Daniele Girelli Statutory Auditor Silvia Rodi Statutory Auditor Gianmarco Losi Alternate Auditor Elena Fornara Alternate Auditor

INDEPENDENT AUDITORS

PricewaterhouseCoopers S.p.A. 2012 – 2020

GENERAL DIRECTOR

Michele Colaninno

In accordance with the principles of Corporate Governance recommended by the Corporate Governance Code for Listed Companies, and pursuant to Italian Legislative Decree No. 231/01, the Board of Directors has established the following bodies:

REMUNERATION COMMITTEE

Daniele Discepolo Chairman Giovanni Sala Rita Ciccone

INTERNAL CONTROL AND RISK MANAGEMENT COMMITTEE

Daniele Discepolo Chairman Giovanni Sala Rita Ciccone

RELATED PARTIES COMMITTEE

Giovanni Sala Chairman Rita Ciccone Patrizia De Pasquale

COMPLIANCE COMMITTEE

Marco Reboa Chairman Alessandro Lai Maurizio Strozzi

APPOINTMENT PROPOSALS COMMITTEE

Giovanni Sala Chairman Daniele Discepolo Rita Ciccone

LEAD INDEPENDENT DIRECTOR

Daniele Discepolo

DEPUTY CHAIRMAN

Michele Colaninno

INTERNAL AUDIT MANAGER

Maurizio Strozzi

COMPANY ACCOUNTS MANAGER

Andrea Paroli

INVESTOR RELATIONS

Andrea Paroli

~ 5 ~ Company Boards

Financial highlights of the Immsi Group

In the first nine months of 2015, the performance of the Immsi Group improved in general compared to the same period of 2014. The macro-economic context is still affected by a considerable level of uncertainty, in particular on the domestic market - as concerns consumer spending trends and a consolidated recovery in production activities.

Results for the period have different trends with reference to the sectors comprising the Group, based on the different business trends of the period in question.

For a clearer interpretation, the following is reported on a preliminary basis:

  • the "property and holding sector" consolidated the financial position and performance of Immsi S.p.A., Immsi Audit S.c.a r.l., ISM Investimenti S.p.A., Is Molas S.p.A., Apuliae S.p.A., Pietra S.r.l., Pietra Ligure S.r.l. and RCN Finanziaria S.p.A.;
  • the "industrial sector" includes the companies owned by the Piaggio Group, while
  • the "marine sector" includes Intermarine S.p.A. and other minor subsidiaries or associated companies of Intermarine S.p.A..

Financial highlights for the Immsi Group are presented below, divided by business sector and determined in accordance with international accounting standards (IAS/IFRS). A more detailed description of the figures below may be found further on in this document.

In thousands of euros Sector
property
and holding
as a % Sector
industrial
as a % Sector
marine
as a % Group
Immsi
as a %
Net revenues
Operating income before depreciation and
amortisation (EBITDA)
Operating income (EBIT)
3,963
716
353
18.1%
8.9%
1,002,603
135,686
58,078
13.5%
5.8%
45,963
648
-285
1.4%
-0.6%
1,052,529
137,050
58,146
13.0%
5.5%
Profit before tax
Earnings for the period including the portion
attributable to non-controlling interests
Group earnings for the period (for consolidation
purposes)
-10,186
-7,214
-3,988
n/m
n/m
n/m
30,525
18,315
9,165
3.0%
1.8%
0.9%
-4,468
-3,537
-2,235
-9.7%
-7.7%
-4.9%
15,871
7,564
2,942
1.5%
0.7%
0.3%
Net debt
Personnel (number)
-319,865
87
-495,844
7,527
-97,286
295
-912,995
7,909

Immsi Group as of 30 September 2015

Hereunder we give the same table referring to the same period of the preceding year. A comparison between the two periods is made in the specific comment related to the single business sectors presented further on.

Immsi Group as of 30 September 2014

Sector
property
as a Sector
industrial
as a % Sector
marine
as a % Group
Immsi
as a %
In thousands of euros and holding %
Net revenues 3,920 930,821 39,256 973,997
Operating income before depreciation and amortisation
(EBITDA)
-2,762 n/m 135,353 14.5% -4,950 -12.6% 127,641 13.1%
Operating income (EBIT) -3,169 n/m 69,616 7.5% -5,900 -15.0% 60,547 6.2%
Profit before tax -53,663 n/m 36,458 3.9% -10,067 -25.6% -27,272 -2.8%
Earnings for the period including the portion attributable to
non-controlling interests
-49,791 n/m 21,875 2.4% -7,612 -19.4% -35,528 -3.6%
Group earnings for the period (for consolidation purposes) -46,199 n/m 11,002 1.2% -4,810 -12.3% -40,007 -4.1%
Adjusted earnings for the period including non-controlling
interests *)
-49,791 n/m 23,643 2.5% -7,612 -19.4% -33,760 -3.5%
Adjusted *) Group earnings for the period (for
consolidation purposes)
-46,199 n/m 11,893 1.3% -4,810 -12.3% -39,116 -4.0%
Net debt -285,637 -437,902 -115,498 -839,037
Personnel (number) 86 8,141 296 8,523

*) For details of the method to calculate the adjustment, please refer to the section of this Report on the Industrial Sector.

The data in the previous tables refer to results that may be consolidated, i.e. net in particular of revenues and intergroup costs and any dividends of subsidiaries.

Alternative non-GAAP performance measures

This Report contains some measures that, although not indicated by IFRS ("Non-GAAP Measures"), derive from IFRS financial measures.

These measures – which are presented to allow a better assessment of the Group's operating performance – should not be considered as an alternative to IFRS measures. They are identical to those contained in the Annual Report and Financial Statements as of 31 December 2014 and in the periodical quarterly reports of the Immsi Group.

Moreover, the procedures for determining these measures are not specifically regulated by reference accounting standards, so they might not be uniform with the measures adopted by other entities and therefore might not be sufficiently comparable.

In particular, the following alternative performance measures have been used:

  • EBITDA: defined as operating income before amortisation/depreciation and impairment costs of intangible assets and property, plant and equipment, as reported in the consolidated income statement;
  • Net financial debt: represented by (current and non-current) financial liabilities, minus cash on hand and other cash and cash equivalents, as well as other (current and noncurrent) financial receivables. Financial debt does not include other financial assets and liabilities arising from the fair value measurement of financial derivatives used as hedging

and otherwise, and the fair value adjustment of related hedged items and relative deferrals. Among the schedules contained in this Report, a table detailing the composition of this indicator is also included. In this respect, pursuant to the CESR recommendation of 10 February 2005 "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", it is noted that the indicator thus formulated represents what has been monitored by Group Management and differs from that suggested by Consob Communication No. 6064293 of 28 July 2006 as it also includes the non-current portion of financial receivables.

Furthermore, in order to ensure adequate comparability of results for the first nine months of 2015 with those of the previous period, net profit has been recalculated for the first nine months of 2014, excluding the effect of non-recurring events (illustrated further on in this Report and entirely ascribable to the Piaggio Group), defined as adjusted net profit.

Form and content

The Interim Report on Operations as of 30 September 2015, which is not audited, was prepared pursuant to Italian Legislative Decree 58/1998 as amended, and to Consob Regulation on Issuers and includes reclassified consolidated financial statements and notes prepared adopting the IFRS issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union. The interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") were also taken into account.

In preparing the Interim Report on Operations, the Group adopted the same accounting standards as those used to prepare the Consolidated Financial Statements as of 31 December 2014 (to which reference is made for more details), as well as amendments and interpretations required by IASB, applicable as from 1 January 2015, and which are summarised below:

  • On 21 November 2013, the IASB published some minor amendments to IAS 19 Employee benefits: "Defined Benefit Plans: Employee Contributions". These amendments concern the accounting treatment of employees or, in specific cases, third-party contributions, to defined benefit plans. Their adoption has not had any significant effects for the Group.
  • on 12 December 2013, the IASB issued some amendments to accounting standards, the adoption of which did not have any significant effects for the Group. The most important aspects concern, in brief:
  • IFRS 2 Share-based payment: the amendment clarifies the definition of "vesting condition" and separately defines the "performance conditions" and "service conditions";
  • IFRS 3 Business Combinations: the amendment clarifies that an obligation to pay a consideration in a business combination that meets the definition of financial instrument should be classified as a financial liability in accordance with IAS 32 – Financial Instruments: Presentation. It also clarified that the principle in question does not apply to joint ventures and joint arrangements covered by IFRS 11;
  • IFRS 8 Operating Segments: the standard has been amended in terms of the reporting requirements that apply in cases where different operating segments with the same economic characteristics are aggregated;
  • IFRS 13 Fair Value Measurement: the amendments clarify that the exemption allowing an entity to measure at fair value groups of assets and liabilities applies to all contracts, including non-financial contracts, and that the possibility also remains of recognising current trade receivables and payables without recording discounting effects, if these effects are not material;

  • IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets: both standards have been amended to clarify how recoverable value and useful life are treated in case of revaluation by the entity;

  • IAS 24 Related Party Disclosures: the standard was amended to include, as a related party, an entity that provides key personnel management services;
  • IAS 40 Investment Property: the amendment to the standard concerns the interaction between the provisions of IFRS 3 – Business Combinations and those of this standard in cases where the acquisition of a property is identifiable as a business combination.

At the date of this Report, the competent bodies of the European Union had not yet completed the approval process necessary for the adoption of certain accounting standards and amendments. The Group will adopt these new standards, amendments and interpretations, based on the application date indicated, and will evaluate potential impact, when the standards, amendments and interpretations are endorsed by the European Union.

As provided for by Consob communication no. DEM/5073567 of 4 November 2005, the Company has indicated fewer details than required by IAS 34 – Interim Financial Reporting.

The information in this Report should be read together with the Consolidated Financial Statements as of 31 December 2014, prepared according to IFRS.

The preparation of the Interim Report required the Management to make estimates and assumptions that particularly affect the reported amounts of revenues, expenses, assets and liabilities recorded in the financial statements and disclosure of contingent assets and liabilities at the closing date of the period. If in the future such estimates and assumptions deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the circumstances should change. In addition, some evaluative processes, particularly the more complex ones such as the determination of impairment losses on intangible assets, are generally carried out completely only at the time of drawing up the annual financial statements, when all the potentially necessary information is available, saving the cases in which there are indicators of impairment that require immediate evaluation of possible losses of value.

This document can include forward-looking statements, regarding future events and operational, economic and financial results of the Immsi Group. Said statements have a certain degree of risk and uncertainty by nature, since they depend on the occurrence of future events and developments. The actual results may differ even significantly compared to the forecast ones, in relation to several factors.

This Interim Report on Operation is expressed in Euros since that is the currency in which most of the Group's transactions take place. Unless stated otherwise, the figures in the financial statements and explanatory notes that follow are expressed in thousands of euros.

The exchange rates used to translate the financial statements of companies included in the scope of consolidation into euros are shown in the table below:

Currency Spot exchange rate
30 September 2015
Average exchange rate
First nine months of 2015
Spot exchange rate
31 December 2014
Average exchange rate
First nine months of 2014
US Dollar 1.1203 1.11436 1.2141 1.35503
Pounds Sterling 0.7385 0.72715 0.7789 0.81186
Indian Rupee 73.4805 70.85495 76.719 82.26931
Singapore Dollars 1.5921 1.52006 1.6058 1.70403
Chinese Renminbi 7.1206 6.96414 7.5358 8.35576
Croatian Kuna 7.6445 7.61059 7.658 7.62421
Japanese Yen 134.69 134.77759 145.23 139.49677
Vietnamese Dong 25,117.95 24,065.9856 25,834.65 28,467.6097
Canadian Dollars 1.5034 1.40384 1.4063 1.48214
Indonesian Rupiah 16,494.17 14,788.49958 15,103.4 15,858.151
Brazilian Real 4.4808 3.52573 3.2207 3.10283

The reclassified Income Statement and Statement of Comprehensive Income relative to the first nine months of 2015 are given below, compared with the same period of 2014, as well as the reclassified Statement of Financial Position as of 30 September 2015, compared with the situation as of 31 December 2014 and 30 September 2014 and the Statement of Cash Flows as of 30 September 2015 compared with the same period of 2014. The Statement of changes in shareholders' equity as of 30 September 2015, compared with figures for the same period of the previous year is also presented.

No non-current, atypical or unusual transactions, as defined by Consob Communication no. DEM/6037577 of 28 April 2006 and no. DEM/6064293 of 28 July 2006, were recognised for the first nine months of 2015 and 2014.

In the first nine months of 2015, no significant non-recurrent transactions took place; in the same period of 2014 borrowing costs included non-recurrent costs related to the operation to refinance the Piaggio debenture loan for a total of 2,947 thousand euros, of which details are given in particular in the section on the Industrial Sector in this Report. The operation is classified under significant non-recurrent transactions, as defined by Consob Communication No. DEM/6064293 of 28 July 2006.

The Manager in charge of preparing the Company accounts and documents Andrea Paroli, hereby declares, in accordance with paragraph 2 of article 154-bis of the Consolidated Finance Act, that accounting disclosure in this document corresponds to accounting records.

Scope of consolidation

For the purposes of consolidation, the financial statements as of 30 September 2015 of companies included in the scope of consolidation, appropriately modified and reclassified, where necessary, to bring them in line with international accounting standards and uniform classification criteria used by the Group, were used. The scope of consolidation includes the companies in which the Parent Company, directly or indirectly, owns more than half of the voting rights exercisable in Shareholders' Meetings, or has the power to control or direct voting rights by means of contractual or bylaw clauses, or can appoint the majority of the members of the Boards of Directors. Excluded from the line-by-line consolidation are non-operating controlled companies or those with low operating levels as their influence on the final result of the Group is insignificant.

The scope of consolidation has not significantly changed compared to the consolidated financial statements as of 31 December 2014 and the consolidated financial statements as of 30 September 2014. In particular:

• as regards the investment held by the Parent Company Immsi S.p.A. in ISM Investimenti S.p.A., considering the different equity rights of the two partners, the share of equity of ISM Investimenti S.p.A., consolidated by Immsi S.p.A., was estimated to be 60.39% as of 30 September 2015, compared with 61.99% as of 30 September 2014;

  • on 28 January 2015, the partial spin-off took place of the subsidiary Intermarine S.p.A., with the formation of a new company, Pietra Ligure S.r.l., and the allocation of a single share representing 100% of the share capital to RCN Finanziaria S.p.A. Pietra Ligure S.r.l. owns property in the municipality of Pietra Ligure (Province of Savona). Pietra S.r.l. subsequently acquired 100% of the share capital of Pietra Ligure S.r.l. from RCN Finanziaria S.p.A.;
  • the closure of the company Derbi Racing S.L., previously held 100% by Nacional Motor S.A., on 16 December 2014;
  • on 15 June 2015, the company Piaggio Fast Forward Inc. was formed, a subsidiary of Piaggio & C. S.p.A., with the object of research and development of new mobility and transportation systems.

Lastly, following the sale of 1.9 million Piaggio shares by the Parent Company and the purchase and sale of treasury shares by Piaggio & C. S.p.A., the share of consolidated shareholders' equity of the Piaggio Group amounted to 50.06% as of 30 September 2015, and to 50.59% and 50.38% as of 31 December and 30 September 2014 respectively.

These changes - as they are of a limited extent - did not alter the comparability of data on the financial position and performance between the reference periods, and resulted only in a partial redistribution of net profit and shareholders' equity attributable to the Group and to non-controlling interests.

Reclassified consolidated financial statements and relative notes

Reclassified income statement of the Immsi Group

In thousands of euros 30.09.2015 30.09.2014 Change
Net revenues 1,052,529 100% 973,997 100% 78,532 8.1%
Costs for materials 603,528 57.3% 546,478 56.1% 57,050 10.4%
Costs for services, leases and rentals 201,159 19.1% 181,222 18.6% 19,937 11.0%
Employee costs 176,114 16.7% 174,731 17.9% 1,383 0.8%
Other operating income 86,468 8.2% 74,940 7.7% 11,528 15.4%
Other operating 21,146 2.0% 18,865 1.9% 2,281 12.1%
costs
OPERATING INCOME BEFORE DEPRECIATION AND
AMORTISATION
137,050 13.0% 127,641 13.1% 9,409 7.4%
Depreciation and write-downs of plant, property and equipment 35,863 3.4% 32,488 3.3% 3,375 10.4%
Amortisation of goodwill 0 - 0 - 0 -
Amortisation and write-downs of finite life intangible assets 43,041 4.1% 34,606 3.6% 8,435 24.4%
OPERATING INCOME 58,146 5.5% 60,547 6.2% -2,401 -4.0%
Income/(loss) from equity investments 281 0.0% 0 - 281 -
Financial income 15,850 1.5% 10,081 1.0% 5,769 57.2%
Borrowing costs 58,406 5.5% 97,900 10.1% -39,494 -40.3%
PROFIT BEFORE TAX 15,871 1.5% -27,272 -2.8% 43,143 n/m
Taxes 8,307 0.8% 8,256 0.8% 51 0.6%
EARNINGS AFTER TAXES FROM CONTINUING
OPERATIONS
7,564 0.7% -35,528 -3.6% 43,092 n/m
Profit (loss) arising from assets held for disposal or sale 0 - 0 - 0 -
EARNINGS FOR THE PERIOD INCLUDING THE PORTION
ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
7,564 0.7% -35,528 -3.6% 43,092 n/m
Earnings for the period attributable to 4,622 0.4% 4,479 0.5% 143 3.2%
non-controlling interests
GROUP EARNINGS FOR THE PERIOD 2,942 0.3% -40,007 -4.1% 42,949 n/m
ADJUSTED *) EARNINGS FOR THE PERIOD INCLUDING
NON-CONTROLLING INTERESTS
7,564 0.7% -33,760 -3.5% 41,324 n/m
Adjusted *) earnings for the period attributable to non
controlling interests
4,622 0.4% 5,356 0.5% -734 -13.7%
ADJUSTED *) GROUP EARNINGS FOR THE PERIOD 2,942 0.3% -39,116 -4.0% 42,058 n/m

*) For details of the method to calculate the adjustment, please refer to the section of this Report on the Industrial Sector.

Statement of comprehensive income of the Immsi Group

30.09.2015 30.09.2014
In thousands of euros
EARNINGS FOR THE PERIOD INCLUDING THE PORTION
ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
7,564 (35,528)
Items that may not be reclassified to profit or loss
Actuarial gains (losses) on defined benefit plans
2,253 (4,358)
Total 2,253 (4,358)
Items that may be reclassified to profit or loss
Gains/(losses) on cash flow hedges
Profit (loss) arising from the translation of financial statements of
foreign companies
552
2,171
(368)
6,129
Gains/(losses) on the fair value measurement of assets available for sale and investment property 647 2,420
Total 3,370 8,181
Other Comprehensive Income (Expense) 5,623 3,823
TOTAL COMPREHENSIVE PROFIT (LOSS) FOR THE PERIOD 13,187 (31,705)
Comprehensive earnings for the period attributable to non-controlling interests 7,053 5,305
COMPREHENSIVE GROUP EARNINGS FOR THE PERIOD 6,134 (37,010)

The figures in the above table are net of the corresponding tax effect.

Net revenues

Consolidated net revenues as of 30 September 2015 amounted to 1,052.5 million euros, of which 95.3%, equal to 1,002.6 million euros attributable to the industrial sector (Piaggio Group), 4.4%, equal to 46 million euros, to the marine sector (Intermarine S.p.A.), and the remaining part, of approximately 4 million euros, to the property and holding sector (Immsi S.p.A. and Is Molas S.p.A. net of intergroup eliminations).

With reference to the industrial sector, the Piaggio Group closed the first nine months of 2015 with net revenues equal to 1,002.6 million euros, up by 7.7% compared to the same period of 2014. This growth was particularly evident in India (+9.8%) and in Asia Pacific (+9.7%), also driven by the write-down of the euro against Asian currencies. As regards product types, the increase in turnover mainly referred to Commercial Vehicles (+10.7%), and to two-wheeler vehicles (+6.5%). The percentage of two-wheeler vehicles accounting for overall turnover dropped from 70.7% in the first nine months of 2014 to the current figure of 69.9%; vice versa, the percentage of Commercial Vehicles accounting for overall turnover rose from 29.3% in 2014 to the current figure of 30.1%.

With reference to the marine sector (Intermarine S.p.A.), consolidated revenues amounted to nearly 46 million euros as of 30 September 2015, up by 17.1% compared to the figure of 39.3 million euros as of 30 September 2014: this increase is mainly due to an improved production progress in the Defence division, concerning minesweepers.

As regards the property and holding sector, net revenues as of 30 September 2015 amounted to approximately 4 million euros, in line with figures for the first nine months of 2014.

Operating income before depreciation, amortisation and impairment costs of plant, property and equipment and intangible assets (EBITDA)

Consolidated operating income before depreciation, amortisation and impairment costs of plant, property and equipment and intangible assets (EBITDA) amounted to 137.1 million euros as of 30 September 2015, equal to 13% of net revenues. Compared to EBITDA for the first nine months of 2014, this figure increased by approximately 9.4 million euros (+7.4%), following greater contributions from all Group sectors. As of 30 September 2014, EBITDA of the Immsi Group amounted to 127.6 million euros, accounting for 13.1% of net revenues.

The component attributable to the industrial sector (Piaggio Group) amounted to 135.7 million euros, up by 0.3 million euros compared to the figure as of 30 September 2014 (equal to 135.4 million euros), and accounting for 13.5% of the net revenues of the sector, registering a slight decrease compared to 14.5% for the same period of 2014. The component attributable to the marine sector (Intermarine S.p.A.) was equal to 0.6 million euros, up by 5.6 million euros compared to the figure as of 30 September 2014 (a negative amount of 5 million euros). Lastly, the component attributable to the property and holding sector amounted to 0.7 million euros, improving considerably on the figure recorded for the first nine months of the previous year (a negative amount of 2.8 million euros). This improvement was mainly due to the recognition in the first nine months of 2015 of 1) income of 2.7 million euros from forfeiture of the deposit paid by Como S.r.l. in 2005 when signing the preliminary agreement for the purchase of property in Pietra Ligure, after it defaulted on the contractual terms, and 2) income of 1.27 million euros from the enforcement by Is Molas S.p.A. of two sureties relating to procurement contracts with Italiana Costruzioni S.p.A., following a court order issued in the subsidiary's favour for breach of contract by the contractor.

Main costs of the Immsi Group included personnel costs equal to 176.1 million euros, up on the figure for the same period of 2014, equal to 174.7 million euros (accounting for 16.7% of net revenues, down from 17.9% for the first nine months of 2014).

Operating income (EBIT)

Operating income (EBIT) in the first nine months of 2015 amounted to 58.1 million euros, equal to 5.5% of net revenues and slightly down on the figure for the same period of the previous year (equal to 60.5 million euros and accounting for 6.2% of net revenues).

The component attributable to the industrial sector (Piaggio Group) amounted to 58.1 million euros, down by 11.5 million euros compared to the figure as of 30 September 2014 (equal to 69.6 million euros), and accounting for 5.8% of the net revenues of the sector, registering a decrease compared to 7.5% for the same period of 2014. The component attributable to the marine sector (Intermarine S.p.A.) was equal to a negative amount of 0.3 million euros, improving considerably on the figure as of 30 September 2014 (a negative amount of 5.9 million euros). Lastly, the component attributable to the property and holding sector amounted to 0.4 million euros, improving on the figure recorded for the first nine months of the previous year (a negative amount of 3.2 million euros).

Depreciation and amortisation for the period totalled 78.9 million euros (up by 11.8 million euros compared to the figure for the first nine months of 2014), accounting for 7.5% of net revenues, and increasing compared to the same period of 2014 (6.9%), comprising depreciation of property, plant and equipment amounting to 35.9 million euros (32.5 million euros in the first nine months of 2014) and amortisation of intangible assets amounting to 43 million euros (34.6 million euros in the same period of 2014). In particular, depreciation and amortisation referable to the industrial sector (Piaggio Group) amounted to approximately 77.6 million euros (compared to 65.7 million euros in the first nine months of 2014), of which 43 million relative to intangible assets (34.6 million euros in the same period of 2014), and 34.6 million relative to plant, property and equipment (31.1 million euros in the first nine months of 2014).

No impairment of goodwill was recognised in the first nine months of 2015, or in the same period of the previous year, as based on the results forecast by long-term development plans of Group companies and used in impairment testing carried out as of 31 December 2014 and 31 December 2013, no impairment was necessary, as the goodwill was considered as recoverable from future financial flows. Moreover, in the first nine months of 2015, no events occurred indicating a considerable impairment loss of the assets tested for impairment.

Considering that the analyses conducted to estimate the recoverable value for the Immsi Group cash-generating unit were also determined based on estimates, the Group cannot guarantee that there will be no goodwill impairment losses in future periods. Owing to the current recession in the core markets and the financial crisis, the different factors – both inside and outside the cashgenerating units identified – used in preparing estimates could in the future be reviewed: the Group will constantly monitor these factors and the possible existence of future impairment losses.

Profit before tax

Profit before tax as of 30 September 2015 amounted to 15.9 million euros, compared to a consolidated loss of 27.3 million euros in the first nine months of the previous year.

Borrowing costs, net of income and earnings from investments, amounted to 42.3 million euros in the first nine months of 2015, accounting for 4% of net revenues, with the contribution from the industrial sector amounting to 27.6 million euros (33.2 in the first nine months of 2014), from the marine sector amounting to 4.2 million euros (unchanged compared to the first nine months of 2014) and from the property and holding sector amounting to 10.5 million euros in the first nine months of 2015 compared to 50.5 million in the same period of the previous year.

The main negative financial components recognised in the first nine months of 2014 principally concern: 1) a write-down of 40,850 thousand euros recognised by the holding Immsi S.p.A., necessary following impairment testing carried out as of 30 June 2014 on the recoverability of the carrying amount of the investment in Alitalia – Compagnia Aerea Italiana S.p.A. ("Alitalia - CAI") which identified an impairment loss for this investment; 2) non-recurrent costs relating to the advance repayment by Piaggio & C. S.p.A. of a debenture loan maturing in 2016 (equal to 2,947 thousand euros).

Group earnings for the period

Earnings for the period, net of taxes and the portion attributable to non-controlling interests, as of 30 September 2015 amounted to 2.9 million euros (0.3% of net revenues for the period), improving on the negative figure registered in the same period of the previous year, equal to 40 million euros (-4.1% of net revenues for the period).

Taxes for the period amounted to approximately 8.3 million euros (in line with the figure for the first nine months of 2014): income tax, also in view of requirements of IAS 34, was on average determined, based on the best estimate of the average weighted rate expected for the entire year.

Earning/(loss) per share

In euros

From continuing and discontinued activities 30.09.2015 30.09.2014
Basic 0.009 (0.117)
Diluted 0.009 (0.117)
Average number of shares: 340,530,000 340,530,000

Diluted earnings per share correspond to basic profit as there are no potential shares with a diluting effect.

At the end of the reporting period, no gains or losses from assets held for sale or disposal had been recognised.

Reclassified statement of financial position of the Immsi Group

In thousands of euros 30.09.2015 as a % 31.12.2014 as a % 30.09.2014 as a %
Current assets:
Cash and cash equivalents 112,825 5.1% 103,942 4.8% 132,099 5.8%
Financial assets 0 0.0% 0 0.0% 29 0.0%
Operating activities 616,320 27.8% 597,128 27.4% 656,252 29.0%
Total current assets 729,145 32.9% 701,070 32.2% 788,380 34.9%
Non-current assets:
Financial assets 0 0.0% 0 0.0% 0 0.0%
Intangible assets 848,376 38.3% 846,575 38.9% 839,014 37.1%
Plant, property and equipment 338,323 15.3% 344,450 15.8% 336,874 14.9%
Other assets 301,853 13.6% 284,644 13.1% 295,020 13.1%
Total non-current assets 1,488,552 67.1% 1,475,669 67.8% 1,470,908 65.1%
TOTAL ASSETS 2,217,697 100.0% 2,176,739 100.0% 2,259,288 100.0%
Current liabilities:
Financial liabilities 349,197 15.7% 440,483 20.2% 409,094 18.1%
Operating liabilities 620,790 28.0% 600,658 27.6% 686,273 30.4%
Total current liabilities 969,987 43.7% 1,041,141 47.8% 1,095,367 48.5%
Non-current liabilities:
Financial liabilities 676,623 30.5% 573,214 26.3% 562,071 24.9%
Other non-current liabilities 123,435 5.6% 120,273 5.5% 119,711 5.3%
Total non-current liabilities 800,058 36.1% 693,487 31.9% 681,782 30.2%
TOTAL LIABILITIES 1,770,045 79.8% 1,734,628 79.7% 1,777,149 78.7%
TOTAL SHAREHOLDERS' EQUITY 447,652 20.2% 442,111 20.3% 482,139 21.3%
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 2,217,697 100.0% 2,176,739 100.0% 2,259,288 100.0%

Analysis of capital invested by the Immsi Group

In thousands of
euros
30.09.2015 as a % 31.12.2014 as a % 30.09.2014 as a %
Current operating assets 616,320 41.5% 597,128 40.6% 656,252 45.5%
Current operating liabilities -620,790 -41.8% -600,658 -40.8% -686,273 -47.6%
Net operating working capital -4,470 -0.3% -3,530 -0.2% -30,021 -2.1%
Intangible assets 848,376 57.2% 846,575 57.5% 839,014 58.2%
Plant, property 338,323 22.8% 344,450 23.4% 336,874 23.4%
and equipment
Other assets 301,853 20.3% 284,644 19.3% 295,020 20.5%
Capital employed 1,484,082 100.0% 1,472,139 100.0% 1,440,887 100.0%
Non-current non-financial liabilities 123,435 8.3% 120,273 8.2% 119,711 8.3%
Non-controlling interest capital and 170,314 11.5% 173,923 11.8% 180,456 12.5%
reserves
Consolidated Group shareholders' 277,338 18.7% 268,188 18.2% 301,683 20.9%
equity
Total non-financial sources 571,087 38.5% 562,384 38.2% 601,850 41.8%
Net financial debt 912,995 61.5% 909,755 61.8% 839,037 58.2%

Capital employed

Capital employed amounted to 1,484.1 million euros as of 30 September 2015, up slightly by 11.9 million euros compared to 31 December 2014, and by 43.2 million euros compared to 30 September 2014, when it stood at 1,472.1 million euros and 1,440.9 million euros respectively.

Net financial debt of the Immsi Group

The net financial debt of the Immsi Group, equal to 913 million euros as of 30 September 2015, is analysed below and compared with the same data as of 31 December 2014 and 30 September 2014.

In this respect, pursuant to the CESR recommendation of 10 February 2005 "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", the indicator thus formulated represents items and aspects monitored by Group Management and differs from that suggested by Consob Communication No. 6064293 of 28 July 2006 as it also includes the non-current portion of financial receivables: however, this assumption did not have any impact on figures presented, as receivables for medium and long term loans were equal to zero in all periods considered.

In thousands of euros 30.09.2015 31.12.2014 30.09.2014
Short-term liquidity
Cash and cash equivalents -112,825 -103,942 -132,099
Financial assets 0 0 -29
Total short-term financial assets -112,825 -103,942 -132,128
Short-term financial payables
Bonds 0 0 0
Payables due to banks 284,652 383,225 341,717
Amounts due under finance 31 30 5,108
leases
Amounts due to other lenders 64,514 57,228 62,269
Total short-term financial payables 349,197 440,483 409,094
Total short-term financial debt 236,372 336,541 276,966
Medium/long-term financial assets
Receivables for loans 0 0 0
Other financial assets 0 0 0
Total medium/long-term financial assets 0 0 0
Medium/long-term financial payables
Bonds 289,210 288,369 287,591
Payables due to banks 386,275 283,372 273,000
Amounts due under finance 187 211 218
leases
Amounts due to other lenders 951 1,262 1,262
Total medium/long-term financial payables 676,623 573,214 562,071
Total medium-/long-term financial debt 676,623 573,214 562,071
Net financial debt 912,995 909,755 839,037

*) The measure includes financial assets and liabilities arising from fair value measurements, financial derivatives used for hedging and other purposes, the fair value adjustment of relative hedged items equal to 25,075 thousand euros (17,922 thousand euros and 14,502 thousand euros as of 31 December 2014 and 30 September 2014 respectively) and relative accruals and deferrals.

During the first nine months of 2015, the net financial debt of the Group increased by approximately 3.2 million euros compared to the end of 2014, with a decrease in short-term debt, offset by an increase in non-current debt, while it went up by approximately 74 million euros compared to 30 September 2014, with the change mainly attributable to the increase in medium- /long-term payables to banks (+113.3 million euros), only partially offset by the fall in current payables to banks (-57.1 million euros).

Investments

Gross investments as of 30 September 2015 made by the Group totalled 69 million euros (58.6 million in the first nine months of 2014) referring nearly entirely to the Piaggio Group, of which 43.3 million relative to intangible assets (38.1 million in the first nine months of 2014) and 25.6 million euros relative to plant, property and equipment (20.5 million euros in the same period of the previous year).

Cash flow statement of the Immsi Group

Operating activities
Profit before tax
15,871
(27,272)
Depreciation of plant, property and equipment (including investment
35,863
32,197
property)
Amortisation of intangible assets
43,041
34,606
Provisions for risks and for severance indemnity and similar obligations
16,659
16,735
Write-downs / (Reversals)
1,714
36,734
Capital losses / (gains) on the disposal of plant, property and equipment (including investment
(151)
3
property)
Interest income
(348)
(722)
Income from dividends
0
(5)
Interest expense
41,554
43,530
Depreciation of grants
(2,710)
(2,526)
Change in working capital
(19,139)
23,922
Change in non-current provisions and other
(8,734)
(36,618)
changes
Cash generated from operating activities
123,620
120,584
Interest paid
(34,875)
(33,267)
Taxes paid
(15,024)
(12,538)
Cash flow from operations
73,721
74,779
Investing activities
Acquisition of subsidiaries, net of cash and cash equivalents
0
(462)
Sale price of subsidiaries, net of cash and cash equivalents
5,206
0
Investments in plant, property
(25,644)
(20,547)
and equipment
Sale price, or repayment value, of plant, property and equipment (including investment property)
413
355
Investments in intangible assets
(43,314)
(38,100)
Sale price, or repayment value, of intangible assets
44
44
Interest received
363
437
Sale price from assets held for disposal or sale
0
4
Grants received
159
0
Other changes
(1,022)
2,014
Cash flow from investing activities
(63,795)
(56,255)
Financing activities
Increase in share capital by non-controlling
0
5,139
interests
Loans received
224,233
144,738
Outflow for repayment of loans
(207,668)
(100,296)
Financing received for leases
0
268
Repayment of finance leases
(23)
(751)
Outflow for dividends paid to Parent company Shareholders
0
0
Outflow for dividends paid to Non-controlling
(12,851)
0
Interest
Cash flow from financing activities
3,691
49,098
Increase / (Decrease) in cash and cash equivalents
13,617
67,622
Opening
75,899
40,623
balance
Exchange
2,095
(3,165)
differences
Closing
91,611
105,080
balance
In thousands of euros 30.09.2015 30.09.2014

The table shows the changes in cash and cash equivalents as of 30 September 2015 which total 112.8 million euros (103.9 million as of 31 December 2014) including short-term bank overdrafts equal to 21.2 million euros (28 million as of 31 December 2014).

Total shareholders' equity and equity attributable to the Immsi Group

In thousands of euros Consolidated
shareholders'
equity
of the Group
Capital
and reserves
attributable to
non-controlling
interests
Total assets
equity
attributable to
the Group and to
non-controlling
interests
Balances at 1 January 2014 337,920 171,247 509,167
Distribution of dividends
Other changes
Net comprehensive earnings for the period
0
773
(37,010)
0
3,904
5,305
0
4,677
(31,705)
Balances as of 30 September
2014
301,683 180,456 482,139
Consolidated
shareholders'
Capital
and reserves
attributable to
Total assets
equity
attributable to
In thousands of euros equity
Group
non-controlling
interests
the Group and to
non-controlling
interests
Balances at 1 January 2015 268,188 173,923 442,111
Distribution of dividends 0 (12,851) (12,851)
Other changes 3,016 2,189 5,205
Net comprehensive earnings for the period 6,134 7,053 13,187
Balances as of 30 September 277,338 170,314 447,652
2015

Human resources

As of 30 September 2015, the Immsi Group employed 7,909 staff, of which 87 in the property and holding sector, 7,527 in the industrial sector (Piaggio Group) and 295 in the marine sector (Intermarine S.p.A.).

The following tables divide resources by category and geographic segment:

Human resources by category

numbers 30.09.2015
Property and
holding sector
Industrial sector Marine sector Group total
Executives 7 91 8 106
Middle managers and white collars 38 2,551 154 2,743
Manual workers 42 4,885 133 5,060
TOTAL 87 7,527 295 7,909
numbers 31.12.2014
Property and
holding sector
Industrial sector Marine sector Group total
Executives 7 95 8 110
Middle managers and white collars 38 2,669 139 2,846
Manual workers 26 4,746 137 4,909
TOTAL 71 7,510 284 7,865
numbers Changes
Property and
holding sector
Industrial sector Marine sector Group total
Executives 0 -4 0 -4
Middle managers and white collars 0 -118 15 -103
Manual workers 16 139 -4 151
TOTAL 16 17 11 44

Human resources by geographic segment

numbers 30.09.2015
Property and
holding sector
Industrial sector Marine sector Group total
Italy 87 3,688 295 4,070
Rest of Europe 0 194 0 194
Rest of the World 0 3,645 0 3,645
TOTAL 87 7,527 295 7,909
numbers 31.12.2014
Property and Industrial sector Marine sector Group total
holding sector
Italy 71 3,734 284 4,089
Rest of Europe 0 223 0 223
Rest of the World 0 3,553 0 3,553
TOTAL 71 7,510 284 7,865
numbers Changes
Property and Industrial sector Marine sector Group total
holding sector
Italy 16 -46 11 -19
Rest of Europe 0 -29 0 -29
Rest of the World 0 92 0 92
TOTAL 16 17 11 44

The increase in staff compared to 31 December 2014 (+44) is mainly attributable to the industrial sector (+17) and property sector (+16), for the employment of staff on a seasonal basis and on fixed-term contracts to meet the peak demand of summer months.

Directors' comments on operations

In the first nine months of 2015, the performance of the Immsi Group improved in general compared to the same period of the previous year.

These results point to different trends with reference to the various sectors comprising the Group, based on business trends and the different impact of seasonality.

Property and holding sector

In thousands of euros 30.09.2015 as a % 30.09.2014 as a % Change as a %
Net revenues 3,963 3,920 43 1.1%
Operating income before depreciation and amortisation
(EBITDA)
716 n/m -2,762 n/m 3,478 125.9%
Operating income (EBIT) 353 n/m -3,169 n/m 3,522 111.1%
Profit before tax -10,186 n/m -53,663 n/m 43,477 81.0%
Earnings for the period including the portion
attributable to non-controlling interests
-7,214 n/m -49,791 n/m 42,577 85.5%
Group earnings for the period (for
consolidation purposes)
-3,988 n/m -46,199 n/m 42,211 91.4%
Net debt -319,865 -285,637 -34,228 -12.0%
Personnel (number) 87 86 1 1.2%

Overall, the property and holding sector reported a loss (for consolidation purposes) in the first nine months of 2015 equal to 4 million euros, improving over the same period of the previous year, mainly due to: 1) the recognition of income equal to 2.7 million euros, concerning forfeiture of the deposit paid by Como S.r.l. in 2005 when signing the preliminary contract for the purchase of property in Pietra Ligure, after it defaulted on the contractual terms; 2) the recognition of income of 1.27 million euros from the enforcement by Is Molas S.p.A. of two sureties relating to procurement contracts with Italiana Costruzioni S.p.A., following a court order issued in the subsidiary's favour for breach of contract by the contractor; 3) the recognition in the first nine months of 2014 of a 40,850 thousand euro write-down relative to the impairment loss recognised for the investment in Alitalia – Compagnia Aerea Italiana S.p.A. ("Alitalia – CAI"), after impairment testing of the recoverability of its carrying amount.

Net debt for the sector amounted to 319.9 million euros, compared with 300.2 million euros and 285.6 million euros as of 31 December 2014 and 30 September respectively. The change in net debt was adversely affected by the reversal of consolidation entries for 24 million euros, recognised since 2006 to reverse the effects of the payment made by Pietra S.r.l. to Intermarine for the purchase of the future receivable arising from the preliminary contract with Como S.r.l., in order to eliminate the effects of intergroup transactions. Similarly, the change in net debt for the marine sector was positive, as indicated below.

Following the demerger of the property site at Pietra Ligure from Intermarine, establishing a newco (Pietra Ligure S.r.l.), a transaction intended to create conditions for valuing this property project, this adjustment was no longer recognised, so the marine sector and property and holding sector as of 30 September 2015 recorded actual net debt.

The operating outlook of main companies belonging to the sector in the first nine months of 2015 is described below, with reference to the separate financial statements of each company (therefore including intergroup eliminations).

In the first nine months of 2015, the Parent Company Immsi S.p.A recorded an operating loss of approximately 0.6 million euros (compared to a loss of 0.4 million euros in the first nine months of the previous year), a balance of financing activities, given by the difference between financial income and borrowing costs, amounting to 14.7 million euros, mainly attributable to Piaggio dividends collected during 2015 for 13.2 million euros and the capital gain realised from the sale of Piaggio shares for 2.7 million euros (improving on the negative amount of 42.2 million euros for the first nine months of 2014, mainly attributable to the recognition of a write-down equal to 40.9 million euros, which was necessary following impairment testing as of 30 June 2014 on the recoverability of the carrying amount of the investment held in Alitalia - CAI). These financial items resulted in a net profit as of 16 million euros as of 30 September 2015, and a loss of 41 million euros as of 30 September 2014.

In preparing this Interim Report on Operations as of 30 September 2015, the Parent Company did not carry out any specific impairment testing on the carrying amount of investments held in companies consolidated on a line-by-line basis, as these investments and any changes resulting from relative impairment tests would have been eliminated in full during consolidation. With reference to the investment in Alitalia - CAI, in the absence of significant changes compared to testing indicated in the 2014 financial statements, reference is made to comments in the Directors' Report on Operations and Financial Statements of the Immsi Group as of 31 December 2014.

Net financial debt as of 30 September 2015 amounted to 76.8 million euros, down by approximately 9 million euros compared to figures as of 31 December 2014, mainly as a result of net cash flows generated by Company operations and in particular cash flows of approximately 13.2 million euros of dividends from the subsidiary Piaggio, the sale of 1.9 million Piaggio Shares for 5,206 million euros and the payment in January 2015 of approximately 1 million euros as "payment for a future capital increase", in compliance with the Stand-by Equity Commitment undertaken in September 2014 to subscribe and release for a maximum of 10 million euros the capital increase resolved by the shareholders' meeting of Alitalia - CAI on 25 July 2014.

As regards the subsidiary Is Molas S.p.A., with revenues from tourism/hospitality/golf for the first nine months of 2015 basically in line with figures for the same period of 2014, in terms of margins, the company recorded an operating loss of 1.3 million euros (compared to a loss of 2.6 million euros as of 30 September 2014), and a net loss (for consolidation purposes) of 1.1 million euros (improving compared to the first nine months of 2014 by approximately 0.5 million euros), mainly relative to the recognition of income for a total of 1.27 million euros arising from the collection of two guarantees relative to contracts with Italiana Costruzioni S.p.A., following a court ruling in favour of Is Molas S.p.A. concerning breach of the contractor.

Net debt of the Company amounted to 43.2 million euros, with a cash flow of 0.6 million euros compared to 31 December 2014 (43.8 million euros): this change refers to net cash flow absorbed by operating activities of approximately 1.6 million euros and the payment of 2.5 million euros by the shareholder ISM Investimenti S.p.A. in relation to the subscription and payment of the capital increase, chiefly aimed at launching the property business, only partially offset by investments in property, plant and equipment, equal to 0.3 million euros.

With reference to the Pietra Ligure project (Pietra S.r.l.), in the first nine months of 2015, the document was signed relating to the planning agreement and the spin-off from Intermarine S.p.A. of the Newco Pietra Ligure S.r.l., to which the Pietra Ligure property portfolio was transferred with the relevant concession and planning agreement. Since the conditions precedent set out in the preliminary contract with Como S.r.l. for the sale of the Newco formed for this purpose had been met, and since the contractual deadline had elapsed without the other party fulfilling its obligations, the deposit was forfeited.

Even before the deadline, the buyer had disclosed that it did not intend to proceed with the preliminary contract of sale for the property portfolio, requesting enforcement of the bank guarantee issued as security for the deposit. Intermarine has formally asked the counterparty to proceed with the signing of the final contract and has lodged an appeal at the Court of Rome, under Article. 700 of the Italian Code of Civil Procedure, in order to inhibit the enforcement of the aforementioned guarantee. The Judge for the hearing overturned the appeal, claiming that the natural venue for the examination of the merits and grounds for enforcement of the guarantee was during appeal, brought by Banco Popolare soc.coop. against the injunction presented by Como S.r.l., in the hearing of which the Judge of the Court of Rome overturned the application for provisional enforcement made by Como S.r.l., adjourning the hearing to 27 April 2016 for preliminary rulings.

Intermarine S.p.A. also served a writ of summons on Como S.r.l. for compensation for damages for the serious and repeated breach of the latter in inter partes relations. The hearing before the Court of Rome has been set for 15 January 2016.

The demerger of Pietra Ligure S.r.l., following the above operations, basically resulted in a loss of 0.1 million euros.

With reference to the subsidiary Apuliae S.p.A. no further information is available in addition to comments in the Directors' Report on Operations and Financial Statements of the Immsi Group as of 31 December 2014, to which reference is made. As of 30 September 2015, the company posted a substantial break-even position, with net financial debt essentially unchanged from 31 December 2014 and amounting to 0.3 million euros.

Other companies in the property and holding sector include RCN Finanziaria S.p.A. and ISM Investimenti S.p.A.:

  • RCN Finanziaria S.p.A., in which Immsi S.p.A. holds 63.18% and Intermarine S.p.A. is the sole member, recorded a net loss for consolidation purposes for the Immsi Group of approximately 2.2 million euros, in line with the previous year, and net financial debt of 120.1 million euros as of 30 September 2015 (118.7 as of 31 December 2014);
  • ISM Investimenti S.p.A., in which Immsi S.p.A. holds 72.64% in terms of voting rights, and which controls Is Molas S.p.A. with an 89.48% share, recorded a net loss for consolidation purposes for the Immsi Group equal to approximately 2.1 million euros, in line with the previous year, and a net financial debt as of 30 September 2015 of 77 million euros, an increase of approximately 3.4 million euros compared to 31 December 2014, mainly due to the previous payment of 2.5 million euros for the subscription and payment of the capital increase in the subsidiary Is Molas S.p.A..

Industrial sector

In thousands of euros 30.09.2015 as a % 30.09.2014 as a % Change as a %
Net revenues 1,002,603 930,821 71,782 7.7%
Operating income before depreciation and amortisation
(EBITDA)
135,686 13.5% 135,353 14.5% 333 0.2%
Operating income (EBIT) 58,078 5.8% 69,616 7.5% -11,538 -16.6%
Profit before tax 30,525 3.0% 36,458 3.9% -5,933 -16.3%
Earnings for the period including the portion
attributable to non-controlling interests
18,315 1.8% 21,875 2.4% -3,560 -16.3%
Group earnings for the period (for
consolidation purposes)
9,165 0.9% 11,002 1.2% -1,837 -16.7%
Adjusted earnings for the period including non-controlling
interests *)
18,315 1.8% 23,643 2.5% 5,328 -22.5%
Adjusted Group earnings for the period (for consolidation
purposes) *)
9,165 0.9% 11,893 1.3% 2,728 -29.8%
Net debt -495,844 -437,902 -57,942 -13.2%
Personnel (number) 7,527 8,141 -614 -7.5%

*) net of non-recurrent charges.

In the first nine months of 2015, the Piaggio Group sold 396,200 vehicles worldwide, registering a decrease of approximately 5% in volumes over the same period of the previous year, when 417,200 vehicles were sold.

The number of vehicles sold went down in EMEA and the Americas (-0.7%), in India (-7.9%) and in Asia Pacific 2W (-9.8%). As regards the type of products sold, the decrease was greater for the Commercial Vehicles segment (-8%) and two-wheeler segment (-3.3%).

In terms of consolidated turnover, the Group closed the first nine months of 2015 with higher net revenues compared to the same period in 2014 (+7.7%). Growth, due mainly to the devaluation of the euro against Asian currencies and the dollar, was more noticeable in India (+9.8%) and Asia Pacific (+9.7%). The decrease in units sold was offset by a shift in the mix towards products with a greater unit value (+32.9% turnover from motorcycles), and by the premium prices policy. As regards product types, the increase in turnover mainly referred to Commercial Vehicles (+10.7%), but was also significant for two-wheeler vehicles (+6.5%). As a result, the percentage of twowheeler vehicles accounting for overall turnover dropped from 70.7% in the first nine months of 2014 to the current figure of 69.9%; vice versa, the percentage of Commercial Vehicles accounting for overall turnover rose from 29.3% in the first nine months of 2014 to the current figure of 30.1%.

Consolidated operating income before depreciation and amortisation (EBITDA) for the first nine months of 2015 improved compared to the same period of the previous year and was equal to 135.7 million euros (135.4 million euros in the first nine months of 2014). In relation to turnover, EBITDA stood at 13.5% compared to 14.5% for the first nine months of 2014. In terms of Operating Income (EBIT), performance was negative compared to the first nine months of 2014, with a consolidated EBIT equal to 58.1 million euros, down by 11.5 million euros; in relation to turnover, EBIT amounted to 5.8% compared to 7.5% for the same period of the previous year.

The result of financing activities improved compared to the first nine months of the previous year by 5.6 million euros, with net charges amounting to 27.6 million euros (33.2 million euros as of 30 September 2014). The reduction is due to lower borrowing costs, following the refinancing operations carried out in 2014 and which led to the recognition of non-recurrent borrowing costs of 2,947 thousand being recognised in the first nine months of 2014, as well as to an increase in income from equity-accounted investments and a positive contribution from currency operations, which more than offset the effects of higher average debt for the period.

Net profit stood at 18.3 million euros (1.8% of turnover), down on the figure for the same period of the previous year, which was equal to 21.9 million euros (2.4% of turnover).

The portion of net profit which may be consolidated for the Immsi Group in the first nine months of 2015 amounted to 9.2 million euros (also in line with figures for the same period of the previous year).

Net financial debt as of 30 September 2015 was equal to 495.8 million euros, compared to 492.8 million euros as of 31 December 2014. The increase of approximately 3 million euros is due to the positive trend of operating cash flow which basically offset the payment of dividends (26 million euros) and the investment programme.

Marine sector

In thousands of euros 30.09.2015 as a % 30.09.2014 as a % Change as a %
Net revenues 45,963 39,256 6,707 17.1%
Operating income before depreciation and amortisation
(EBITDA)
648 1.4% -4,950 -12.6% 5,598 113.1%
Operating income (EBIT) -285 -0.6% -5,900 -15.0% 5,615 95.2%
Profit before tax -4,468 -9.7% -10,067 -25.6% 5,599 55.6%
Earnings for the period including the portion
attributable to non-controlling interests
-3,537 -7.7% -7,612 -19.4% 4,075 53.5%
Group earnings for the period (for
consolidation purposes)
-2,235 -4.9% -4,810 -12.3% 2,575 53.5%
Net debt -97,286 -115,498 18,212 15.8%
Personnel (number) 295 296 -1 -0.3%

With reference to economic data for the marine sector (Intermarine S.p.A.), the first nine months of 2015 registered an increase in net sales revenues of 17.1% (comprising turnover and changes in contract work in progress) compared to the same period of the previous year, with the figure amounting to 46 million euros compared to 39.3 million euros in the same period of 2014. The progress in production, including the activities of research and development, and the completion of the constructions and deliveries have concerned particularly:

  • the Defence division, with 43.2 million euros (36.5 million in the first nine months of 2014), for recharged costs and progress mainly concerning activities to modernise Gaeta minesweepers of the Italian Navy, the construction and supply of logistics services for the Guardia di Finanza [Italian tax police], the construction of the remaining minesweeper for the Finnish Navy, the contract with an Asian shipyard and the contract for the integrated minesweeper platform for an Italian group operating in the sector;
  • the Fast Ferries and Yacht division, with a total of 2.8 million euros (in line with the first nine months of 2014), mainly for repair activities.

Production was characterised by volumes and margins that overall were not sufficient to absorb direct production costs and overheads. progress made in the last contracts obtained made it possible to considerably reduce negative margins compared to the previous year.

In the Fast Ferries and Yacht sector, no significant sales contracts for new and previously owned vessels were acquired.

In addition, the company, forecasting a stable and significant market recovery and developments on the sales front, which are crucial for absorbing indirect costs and overheads to an adequate degree, exploited every opportunity to contain overheads in 2015. At the same time, commercial activities continued in all the operational businesses of the company, trying to capture favourable commercial opportunities.

In view of the above, an operating loss of 0.3 million euros was recorded for the first nine months of 2015, improving by approximately 5.6 million euros compared to the same period of the previous year (when this figure stood at a loss of 5.9 million euros). As regards profit before tax, a negative amount of 4.5 million euros was recorded (compared to a negative amount of 10.1 million euros in the same period of 2014) while net loss for consolidation purposes for the Immsi Group amounted to 2.2 million euros as of 30 September 2015, compared to a loss of 4.8 million euros recorded in the same period of the previous year.

In financial terms, net financial debt, equal to 97.3 million euros as of 30 September 2015, was down by approximately 19.4 million euros compared to the balance as of 31 December 2014, mainly due to certain consolidation items no longer being recognised; these items affected net financial debt and amounted to 24 million euros, recognised since 2006 to reverse the effects of the payment of this amount by Pietra S.r.l. to Intermarine S.p.A. for the purchase of the future receivable arising from the preliminary contract with Como S.r.l., in order to eliminate the effects of intergroup transactions. Conversely, the increase in net working capital of the company, of which approximately 6 million euros for work carried out during the first nine months of 2015 represents the most significant cash outflow for the period.

Subsequent events and outlook

No significant events occurred after 30 September 2015.

As regards the operating outlook of the Immsi Group, with reference to the subsidiary Is Molas S.p.A., the company will proceed with the urban infrastructure works and works for completion of the first phase of 15 villas.

As regards the industrial sector, in a macroeconomic context in which the recovery of the global economy will probably consolidate, but which is still affected by uncertainties over the growth rate in Europe and risks of a slowdown in some emerging countries, the Group is committed, in commercial and industrial terms, to profiting from such foreseen recovery in the european twowheeler market by:

  • further consolidating the product range and targeting a growth in sales and margins in the motorcycle segment, with the restyled Moto Guzzi and Aprilia ranges;
  • entering the electrical bicycle market, levering technological and design leadership;
  • maintaining current positions on the European commercial vehicles market.

During 2015, actions will target the following:

• consolidating its position in Asia Pacific, levering its premium strategy that has been the driver of growth in this region, thanks to an expansion of its product range. During 2015, direct sales activities of the Group will be consolidated in China, with the aim of penetrating the premium twowheeler market;

• consolidating sales on the Indian scooter market, focussing on an increase in Vespa products and the introduction of new models in the premium scooter and motorcycle segments;

• boosting its position on the Commercial Vehicles market in India and in emerging countries, targeting a further development of exports to African and Latin American markets.

In technological terms, the Piaggio Group will continue to develop technologies and platforms that underline the functional aspects and emotional appeal of vehicles with ongoing developments to engines, extended use of vehicle/user digital platforms and the trialling of new product and service configurations.

With reference to the marine sector (Intermarine S.p.A.), it is pointed out how – in the current context of a global economic crisis – the company aims to grow significantly in the Defence sector, which does not appear to be experiencing the same problems as the pleasure craft and passenger transport markets. Pending the acquisition and operation of new contracts, particularly in the Defence sector, Company Management will strictly monitor the production progress of ongoing contracts and will continue to pursue all possible strategies to reduce overheads.

In view of the progress to make in 2015 for ongoing contracts and developments for new contracts, operating income for 2015 is expected to improve over 2014.

In financial terms, positive developments are expected as regards net financial exposure, due to advances collected from new contracts that will mainly be used to pay advances to suppliers to start production activities and to settle amounts payable concerning other ongoing contracts.

Segment reporting

The application of IFRS 8 – Operating Segments is mandatory as of 1 January 2009. This principle requires operating segments to be identified on the basis of an internal reporting system which company management utilises to allocate resources and assess performance.

The information for operating segments presented below reflects the internal reporting system utilised by management for making strategic decisions. In this respect, as regards the different business areas – where possible – information is provided relating to the property and holding sector, industrial and naval sectors.

Primary sector: business areas

Income statement as of 30 September 2015

In thousands of euros Sector
property
and holding
Sector
industrial
Sector
marine
Group
Immsi
Net revenues to non-controlling
interests
3,963 1,002,603 45,963 1,052,529
Intercompany net revenues
NET REVENUES
3,963 1,002,603 45,963 0
1,052,529
OPERATING INCOME 353 58,078 -285 58,146
Income/(loss) from equity investments
Financial income
Borrowing costs
0
382
10,921
281
15,397
43,231
0
71
4,254
281
15,850
58,406
PROFIT BEFORE TAX -10,186 30,525 -4,468 15,871
Taxes -2,972 12,210 -931 8,307
EARNINGS AFTER TAXES FROM CONTINUING OPERATIONS -7,214 18,315 -3,537 7,564
Profit (loss) arising from assets held for disposal or sale 0 0 0 0
EARNINGS FOR THE PERIOD INCLUDING THE PORTION
ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
-7,214 18,315 -3,537 7,564
Earnings for the period attributable to non-controlling
interests
-3,226 9,150 -1,302 4,622
GROUP EARNINGS FOR THE PERIOD -3,988 9,165 -2,235 2,942

Statement of financial position as of 30 September 2015

In thousands of euros Sector
property
and holding
Sector
industrial
Sector
marine
Group
Immsi
Segment assets
Equity investments in associated
companies
368,092
0
1,596,771
177
252,644
13
2,217,507
190
TOTAL ASSETS 368,092 1,596,948 252,657 2,217,697
TOTAL LIABILITIES 326,884 1,186,911 256,250 1,770,045
In thousands of euros Sector
property
and holding
Sector
industrial
Sector
marine
Group
Immsi
Investments in plant, property and equipment 369 68,190 399 68,958
and intangible assets
Depreciation, amortisation and
write-downs
378 78,617 1,623 80,618
Cash flow from operating activities -12,138 90,672 -4,813 73,721
Cash flow from investing activities 3,834 -67,385 -244 -63,795
Cash flow from financing activities 9,162 -9,762 4,291 3,691

Secondary sector: geographical areas

The following table presents the Group's financial position and performance as of 30 September 2015 in relation to geographic segments "of origin", i.e. referring to the country of the company that realised the revenues or which owns the assets.

Income statement as of 30 September 2015

In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Net revenues to non
controlling interests
Intercompany net revenues
582,732 19,101 260,253 58,785 131,658 1,052,529
0
NET REVENUES 582,732 19,101 260,253 58,785 131,658 1,052,529

Statement of financial position as of 30 September 2015

In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Segment assets
Equity investments in
associated companies
1,825,447
125
30,829
3
183,318
0
38,138
0
139,775
62
2,217,507
190
TOTAL ASSETS 1,825,572 30,832 183,318 38,138 139,837 2,217,697
In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Total receivables * 128,249 34,929 26,715 9,308 19,063 218,264
Total payables ** 387,727 78,776 97,264 2,574 30,838 597,179

*) Contract work in progress and Amounts due from the Tax authorities are not included.

**) Payables for Current taxes and Financial liabilities are not included.

~ 30 ~ Immsi Group Interim Report on Operations

In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Investments in plant, property and
equipment and intangible assets
55,228 72 3,734 132 9,792 68,958
Depreciation, amortisation and write
downs
59,335 263 12,965 90 7,965 80,618

For comparability, the corresponding tables referring to 30 September 2014 are shown below:

Primary sector: business areas

Income statement as of 30 September 2014

In thousands of euros Sector
property
and holding
Sector
industrial
Sector
marine
Group
Immsi
Net revenues to non-controlling 3,920 930,821 39,256 973,997
interests
Intercompany net revenues 0
NET 3,920 930,821 39,256 973,997
REVENUES
OPERATING INCOME -3,169 69,616 -5,900 60,547
Income/(loss) from equity 0 0 0 0
investments
Financial income 306 9,338 437 10,081
Borrowing costs 50,800 42,496 4,604 97,900
PROFIT BEFORE TAX -53,663 36,458 -10,067 -27,272
Taxes -3,872 14,583 -2,455 8,256
EARNINGS AFTER TAXES FROM CONTINUING OPERATIONS -49,791 21,875 -7,612 -35,528
Profit (loss) arising from assets held for disposal or sale 0 0 0 0
EARNINGS FOR THE PERIOD INCLUDING THE PORTION -49,791 21,875 -7,612 -35,528
ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
Earnings for the period attributable to non -3,592 10,873 -2,802 4,479
controlling interests
GROUP EARNINGS FOR THE PERIOD -46,199 11,002 -4,810 -40,007

Statement of financial position as of 30 September 2014

In thousands of euros Sector
property
and holding
Sector
industrial
Sector
marine
Group
Immsi
Segment assets
Equity investments in associated
companies
356,987
0
1,609,462
204
292,621
14
2,259,070
218
TOTAL ASSETS 356,987 1,609,666 292,635 2,259,288
TOTAL LIABILITIES 296,023 1,189,111 292,015 1,777,149
In thousands of euros Sector
property
and holding
Sector
industrial
Sector
marine
Group
Immsi
Investments in plant, property and equipment
and intangible assets
499 57,012 765 58,276
Depreciation, amortisation and
write-downs
422 61,314 951 62,687
Cash flow from operating activities -13,897 87,534 1,142 74,779
Cash flow from investing activities -1,193 -55,318 718 -55,793
Cash flow from financing activities 12,260 39,414 -3,038 48,636

Secondary sector: geographical areas

Income statement as of 30 September 2014

In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Net revenues to non
controlling interests
Intercompany net revenues
545,992 22,753 237,022 47,894 120,336 973,997
0
NET REVENUES 545,992 22,753 237,022 47,894 120,336 973,997

Statement of financial position as of 30 September 2014

In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Segment assets
Equity investments in
associated companies
1,897,367
153
32,661
3
174,941
0
30,316
0
123,785
62
2,259,070
218
TOTAL ASSETS 1,897,520 32,664 174,941 30,316 123,847 2,259,288
In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Total receivables * 120,879 55,183 16,945 4,339 19,425 216,771
Total payables ** 478,715 44,128 101,844 2,946 26,374 654,007

*) Contract work in progress and Amounts due from the Tax authorities are not included.

**) Payables for Current taxes and Financial liabilities are not included.

In thousands of euros Italy Rest of
Europe
India States
United
States
Rest of the
World
Group
Immsi
Investments in plant, property and
equipment and intangible assets
51,695 113 4,124 74 2,270 58,276
Depreciation, amortisation and write
downs
49,952 -4,059 10,890 73 5,831 62,687