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Openjobmetis Interim / Quarterly Report 2016

Nov 14, 2016

4064_ir_2016-11-14_0366dfce-2f7d-4aab-8d95-76a28cd8b728.pdf

Interim / Quarterly Report

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INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2016

CORPORATE INFORMATION2
CORPORATE BOARDS 3
STRUCTURE OF THE GROUP 5
REPORT ON OPERATIONS6
Highlights (in millions of EUR) 6
Trends in key income, financial and operating indicators as at 30 September 2016 7
Operating performance and results of the Group 9
Relations with subsidiaries and related companies 21
Significant events occurred in the third quarter of 2016 and after 30 September 2016 23
Business outlook 24
Other information 25
Consolidated Statement of Financial Position28
Consolidated Statement of Comprehensive Income29
Consolidated Statement of Changes in Equity30
STATEMENT ON INTERIM FINANCIAL STATEMENTS PURSUANT TO ART. 154 BIS OF
LEGISLATIVE DECREE 58/98 31

2

CORPORATE BOARDS

Board of Directors1

Vice Chairman Stefano Ghetti
Managing Director Rosario Rasizza
Directors Biagio La Porta

Chairman Marco Vittorelli Mario Artali2 Alberica Brivio Sforza2 Valentina Franceschini Paolo Gambarini Alberto Picciau2 Alessandro Potestà Corrado Vittorelli

Board of Statutory Auditors1

Chairman Roberto Tribuno

Audit Company3 KPMG S.p.A.

Manager in charge of preparing company financial reports

Standing Auditors Francesco Di Carlo Elena Marzi Alternate Auditors Marzia Erika Ferrara Stefania Bettoni

Alessandro Esposti

1 In office until the Shareholders' Meeting called to approve the financial statements as at 31/12/2017

2 Independent Director

3 In office until 31 December 2023

Committees

Control and Risks Committee Mario Artali (Chairman)2

Remuneration Committee Mario Artali (Chairman)2

Related Parties Committee Mario Artali (Chairman)2

Alberto Picciau2 Corrado Vittorelli

Stefano Ghetti Alberica Brivio Sforza2

Alberica Brivio Sforza2 Alberto Picciau2

STRUCTURE OF THE GROUP

REPORT ON OPERATIONS

Highlights (in millions of EUR)

Trends in key income, financial and operating indicators as at 30 September 2016

Income statement indicators 30/09/2016 30/09/2015 Δ 16 vs. 15
% EUR % EUR %
First contribution margin (millions/margin) (1) 43.1 13.1% 43.0 13.4% 0.1 0.4%
EBITDA (millions/margin) (2) 10.6 3.2% 10.9 3.5% -0.3 -2.3%
Adjusted EBITDA (millions/margin) (3) 10.6 3.2% 12.0 3.7% -1.4 -11.8%
EBITA (millions/margin) (4) 9.1 2.8% 7.5 2.4% 1.6 22.7%
Adjusted EBITA (millions/margin) (5) 9.1 2.8% 10.0 3.1% -0.9 -8.6%
Profit (loss) for the period (millions/margin) 5.4 1.6% 2.4 0.9% 3.0 124.9%
Adjusted profit (loss) for the period (millions/margin)(6) 5.6 1.7% 5.1 1.6% 0.5 8.4%
Earnings (loss) per share (EUR) 0.39 - 0.22 - 0.17 -

*Earnings per share as at 30/09/2015 are calculated based on the number of outstanding shares as at that date (10,812 thousand)

Δ 16 vs. 15
Other indicators 30/09/2016 31/12/2015 Value %
Net financial position (EUR million) (7) 33.9 43.5 -9.7 -22.2%
Number of shares (thousand) 13,712 10,812 2,900 26.8%
Average no. of days to collect trade receivables (days) (8) 75 71 4.0 5.6%

(1) The first contribution margin is calculated as the difference between Revenue and Personnel expense for contract workers.

(2) EBITDA is calculated as Profit (loss) for the period before income taxes, net financial expense, amortisation/depreciation, provisions and impairment losses.

(3) Adjusted EBITDA is calculated as EBITDA before non-recurring income (charges) (as defined in the following pages of this report).

(4) EBITA is calculated as Profit (loss) for the period before income taxes, net financial expense and amortisation of customer relations included in the value of Intangible assets and goodwill.

(5) Adjusted EBITA is calculated as EBITA before non-recurring income (charges) (as defined in the following pages of this report).

(6) Adjusted Profit (loss) for the period is calculated as Profit (loss) for the year before nonrecurring income (charges) (as defined in the following pages of this report).

(7) Net financial position shows the company's financial exposure to lenders and is the difference between financial assets and the sum of current and non-current financial liabilities (see the section on "Operating performance and results of the Group" for its detail).

(8) Average number of days to collect trade receivables: I) as at 31 December, trade receivables / sales revenue x 360; II) as at 30 September, trade receivables / sales revenue x 270.

The above indexes are not identified as accounting measures under IFRS, therefore the quantitative determination thereof may not be univocal, nor can they be considered as alternative measures in assessing the Group's operating profit (loss). The determination criteria applied by the Group may not be consistent with those adopted by other groups, and therefore the balances obtained by the Group may not be comparable with those determined by the latter.

Operating performance and results of the Group

Analysis of the operating performance of the Openjobmetis S.p.A. Group in the first nine months of 2016

Revenue from sales for the first nine months of 2016 came to EUR 330.3 million compared to EUR 321.1 million for the same period in the previous year. Growth stood at 2.9%, in line with market growth; Revenue from personnel recruitment and selection increased by 6.7% compared with the same period in 2015. Operating profit (or EBIT, result before financial income and expense and taxes) went from EUR 7 million for the first nine months of 2015 to EUR 8.8 million for the same period in 2016, after amortisation/depreciation, provisions and impairment losses totalling EUR 1.8 million (2015: EUR 3.9 million).

The table below shows the figures for the consolidated profit or loss statement of the Group for the first nine months of the years 2016 and 2015.

(In thousands of EUR) Figures as at 30 September 2016/2015 Change
2016 % of
Revenue
2015 % of
Revenue
Value %
Revenue from sales and services 330,325 100.0% 321,079 100.0% 9,246 2.9%
Costs of contract work (287,184) (86.9%) (278,112) (86.6%) (9,072) 3.3%
First contribution margin 43,141 13.1% 42,967 13.4% 174 0.4%
Other income 7,942 2.4% 7,211 2.3% 731 10.1%
Employee costs (20,434) (6.2%) (20,218) (6.3%) (216) 1.1%
Cost of raw materials and
consumables
(187) (0.1%) (139) (0.0%) (48) 34.5%
Costs for services (19,254) (5.8%) (18,565) (5.8%) (689) 3.7%
Other operating expenses (592) (0.2%) (389) (0.1%) (203) 52.2%
EBITDA 10,616 3.2% 10,867 3.5% (251) (2.3%)
Provisions and impairment losses (1,010) (0.3%) (2,930) (0.9%) 1,920 (65.5%)
Amortisation/depreciation (458) (0.1%) (479) (0.2%) 21 (4.4%)
EBITA 9,148 2.8% 7,458 2.4% 1,690 22.7%
Amortisation of intangible assets (300) (0.1%) (455) (0.1%) 155 (34.1%)
EBIT 8,848 2.7% 7,003 2.3% 1,845 26.3%
Financial income 130 0.0% 67 0.0% 63 94.0%
Financial expense (1,320) (0.4%) (2,648) (0.8%) 1,328 (50.2%)
Profit (loss) before taxes 7,658 2.3% 4,422 1.5% 3,236 73.2%
(In thousands of EUR) Figures as at 30 September 2016/2015 Change
2016 % of
Revenue
2015 % of
Revenue
Value %
Income taxes (2,278) (0.7%) (2,030) (0.6%) (248) 12.2%
Profit (loss) for the year 5,380 1.6% 2,392 0.9% 2,988 124.9%

The table below shows details of non-recurring costs and their impact on the income statement in the first nine months of 2015 and 2016.

30/09/2016 30/09/2015
Brief description Amount in
thousands of
EUR
% weight on
the IS* item
Amount in
thousands of
EUR
% weight on
the IS* item
Cost of services Portion recognised in the income
statement of costs for refinancing the
senior debt and costs relating to the
process of listing on the Italian
screen-based stock exchange (MTA)
- - 1,165 6.3%
Provisions and impairment
losses
Impairment carried out because of the
progressive deterioration of significant
exposure to a single customer
currently under receivership
- - 1,390 47.4%
Financial expense Expenses arising from recognition in
the income statement of the residual
value at amortised cost as a result of
early extinguishment of the medium
long term loan subscribed in 2012
- - 520 19.6%
Total - - 3,075 -
Amortisation/depreciation Amortisation of customer relations
included in the value of intangible
assets and goodwill
300 39.6% 455 48.7%
Total non-recurring costs - - 3,530 -
Tax effect (94) - (773) -
Total impact on the
income statement
206 2,757 -

*Income Statement

Revenue from sales and services

At 30 September 2016, compared to 30 September 2015, there was an increase in total revenue, equal to EUR 9,246 thousand (2.88%), mainly in relation to an increase in the volume of business in terms of contract worker hours sold to customers and to an increase of the revenue from recruitment and selection. The following table provides a breakdown of revenue by type of business:

(In thousands of EUR) 30/09/2016 30/09/2015 Change
Revenue from contract work 325,260 315,865 9,395
Revenue from personnel recruitment and selection 1,313 1,231 82
Revenue from outplacement 174 347 (173)
Revenue from other activities 3,578 3,636 (58)
Total Revenue 330,325 321,079 9,246

Costs of contract work

Personnel expense for contract workers increased by EUR 9,072 thousand, from EUR 278,112 thousand as at 30 September 2015 to EUR 287,184 thousand as at 30 September 2016, with an 86.9% impact on revenue, a slight increase with respect to the previous period.

(In thousands of EUR) 30/09/2016 30/09/2015 Change
Wages and salaries of contract workers 205,845 198,127 7,718
Social security charges of contract workers 62,419 61,789 630
Post-employment benefits of contract workers 9,767 9,403 364
Forma.Temp fees for contract workers 7,764 7,497 267
Other costs of contract workers 1,389 1,296 93
Total cost of contract work 287,184 278,112 9,072

First contribution margin

In the first nine months of 2016, the Group's first contribution margin amounted to EUR 43,141 thousand, marginally up by EUR 174 thousand with respect to the same period in 2015, due to an increase in business volume in terms of contract worker hours sold to customers and an increase of the revenue from recruitment and selection. As at 30 September 2016, the impact on revenue was 13.1%, a slight drop compared to 30 September 2015.

Other income

The item Other income as at 30 September 2016 amounted to EUR 7,942 thousand (EUR 7,211 thousand as at 30 September 2015), with an increase of EUR 731 thousand with respect to 30 September 2015.

The item mostly includes fees from the entity Forma.Temp (EUR 7,372 thousand as at 30 September 2016, compared with EUR 6,382 thousand as at 30 September 2015) for costs incurred by the Group to deliver training courses for contract workers through qualified trainers, and other miscellaneous income (EUR 570 thousand, compared to EUR 829 thousand as at 30 September 2015). In the first nine months of 2016, fees from Forma.Temp increased as a result of the additional extraordinary payments provided for professional training courses aimed at aiding integration or reintegration into the labour market.

These fees are charged by the entity Forma.Temp on the basis of the specific reporting of costs for organising and carrying out training activities for each individual initiative.

Employee costs

The average number of employees as at 30 September 2016 was 578, compared to 571 as at 30 September 2015, and includes staff employed at the headquarters and at the Group's subsidiaries (146 employees as at 30 September 2016 for the Group) and at the branch offices located throughout the country (432 as at 30 September 2016 for the Group).

Personnel expense grew by EUR 216 thousand, from EUR 20,218 thousand as at 30 September 2015 to EUR 20,434 thousand as at 30 September 2016.

Costs for services

As at 30 September 2016, the item Costs for services was EUR 19,254 thousand (EUR 18,565 thousand as at 30 September 2015), with an increase of EUR 689 thousand (3.71%) with respect to the same period of 2015.

Net of the value of the fees charged by the entity Forma.Temp for the organisation of training courses for contract workers, costs for services were equal to EUR 11,882 thousand as at 30 September 2016, against EUR 12,183 thousand as at 30 September 2015. The impact on revenue was down slightly.

As at 30 September 2016 the costs for the organisation of training courses for contract workers, delivered to develop qualifications and professional skills so as to provide the best possible response to customers' needs, increased with respect to the same period of 2015 following the introduction of new types of training. The Group receives fees from the entity Forma.Temp that fully cover the costs incurred for training following accurate and timely reporting of these costs.

In the first nine months of 2015 there were non-recurring costs of EUR 1,165 thousand relating to the refinancing of the Senior debt and costs relating to the process of listing on the Italian screen-based stock exchange (MTA), while in the same period in 2016 there were no nonrecurring costs.

(In thousands of EUR) 30/09/2016 30/09/2015 Change
Costs for organising courses for temporary workers 7,372 6,382 990
Costs for tax, legal, IT, business consultancy 2,034 2,566 (532)
Costs for marketing consultancy 1,468 1,829 (361)
Fees to sources and professional advisors 1,615 1,068 547
Rental expenditure 1,780 1,711 69
Costs for advertising and sponsorships 1,021 1,035 (14)
Costs for car rentals 969 991 (22)
Costs for utilities 666 572 94
Remuneration of the Board of Statutory Auditors 66 39 27
Other 2,263 2,372 (109)
Total costs for services 19,254 18,565 689

EBITDA, EBITA

As at 30 September 2016 EBITDA (and adjusted EBITDA) was EUR 10,616 thousand, compared with EUR 10,867 thousand reported in the same period of 2015 (2015 adjusted EBITDA was EUR 12,032 thousand).

As at 30 September 2016 EBITA was EUR 9,148 thousand, compared with EUR 7,458 thousand reported in the same period of 2015. (2015 adjusted EBITA was EUR 10,013 thousand).

Amortisation/depreciation

Amortisation/depreciation stood at EUR 758 thousand as at 30 September 2016, down with respect to 30 September 2015 by EUR 176 thousand. This was mainly due to a decrease in the value of the amortisation of intangible assets for EUR 155 thousand, following the end of the amortisation period of part of the value of customer relations. The amortisation portion of the value of customer relations capitalised among intangible assets and goodwill, included in the amortisation value of intangible assets, amounted to EUR 300 thousand as at 30 September 2016 (EUR 455 thousand as at 30 September 2015).

Provisions and impairment losses

Total provisions and impairment losses as at 30 September 2016 were equal to EUR 1,010 thousand, a substantial decrease of EUR 1,920 thousand with respect to 30 September 2015. This decrease is primarily due to lower impairments of trade receivables in relation to specific actions for the reduction of overdue amounts, particularly with reference to the selection of customers based on timeliness of payments. The figure as at 30 September 2016 includes a provision for EUR 500 thousand for risks related to the estimation of discretionary bonuses (variable remuneration), the awarding of which to staff will be established in the coming months on the basis of business results.

EBIT

As a result of the above, the operating profit of the Group in the first nine months of 2016 was equal to EUR 8,848 thousand, up by EUR 1,845 thousand with respect to the same period of 2015.

Financial income and financial expense

The item "Net financial income and expense" shows a negative net balance of EUR 1,190 thousand as at 30 September 2016 (EUR 2,581 thousand as at 30 September 2015), an improvement of EUR 1,391 thousand with respect to 30 September 2015. This improvement was mainly due to the decrease in interest paid on loans as a result of a decrease of the average debt during 2016 compared with 2015, and improved contractual conditions, as well as the repayment of the bond issue. The expected cash flows associated with cash flow hedging derivative financial instruments are exclusively related to interest rate swaps partially hedging the Senior Loan, and amount to EUR 168 thousand as at 30 September 2016, compared to EUR 265 thousand in 2015.

Income taxes

As at 30 September 2016, income taxes totalled EUR 2,278 thousand, with a EUR 248 thousand increase compared to the same period of the previous year in relation to the increase in pre-tax profit. The item includes current taxes of EUR 598 thousand and deferred taxes of EUR 1,680 thousand.

Net profit / (Loss) for the year, net of expected taxes

As a result of the above, net profit was equal to EUR 5,380 thousand as at 30 September 2016, against EUR 2,392 thousand as at 30 September 2015, up by EUR 2,988 thousand. (Adjusted net profit for the first nine months of 2015 was EUR 5,149 thousand, compared with EUR 5,586 thousand in the same period in 2016).

Adjusted Profit (in thousands of EUR) 30/09/2016 30/09/2015
Profit for the period 5,380 2,392
Cost of services (portion linked to IPO and the medium term loan) - 1,165
Impairments (of a single significant receivable) - 1,390
Amortisation of customer relations included in the value of intangible assets and goodwill 300 455
Financial expenses (repayment of the residual amortised cost of the previous loan to MT) - 520
Tax effect (94) (773)
Adjusted profit for the period 5,586 5,149

Statement of financial position

The table below shows the consolidated statement of financial position of the Group reclassified in a financial perspective as at 30 September 2016 and as at 31 December 2015.

(In thousands of EUR) 2016/2015 Change
30/09/2016 % on NIC*
or Total
sources
31/12/2015 % on NIC*
or Total
sources
Value %
Intangible assets and goodwill 74,569 69.7% 74,661 67.2% (92) (0.1%)
Property, plant and equipment 2,188 2.0% 2,173 2.0% 15 0.7%
Other net non-current assets
and liabilities
3,579 3.3% 5,264 4.7% (1,685) (32.0%)
Total non-current
assets/liabilities
80,336 75.1% 82,098 73.9% (1,762) (2.1%)
Trade receivables 92,324 86.3% 85,359 76.8% 6,965 8.2%
Other receivables 4,953 4.6% 6,357 5.7% (1,404) (22.1%)
Current tax assets 1,096 1.0% 414 0.4% 682 164.7%
Trade payables (8,719) (8.1%) (8,943) (8.0%) 224 (2.5%)
Current employee benefits (36,465) (34.1%) (27,459) (24.7%) (9,006) 32.8%
Other payables (23,670) (22.1%) (23,372) (21.0%) (298) 1.3%
Current tax liabilities (52) (0.0%) (834) (0.8%) 782 (93.8%)
Provisions for current liabilities
and charges
(2,805) (2.6%) (2,459) (2.2%) (346) 14.1%
Net working capital 26,663 24.9% 29,063 26.1% (2,400) (8.3%)
Total loans - net invested
capital
106,999 100.0% 111,161 100.0% (4,162) (3.7%)
Equity 72,022 67.2% 66,506 59.8% 5,516 8.3%
Net Financial Indebtedness 33,864 31.6% 43,539 39.2% (9,675) (22.2%)
Employee benefits 1,112 1.0% 1,116 1.0% (4) (0.4%)
Total sources 106,999 100.0% 111,161 100.0% (4,162) (3.7%)

* Net Invested Capital

Intangible assets and goodwill

Intangible assets totalled EUR 74,569 thousand as at 30 September 2016, down by EUR 92 thousand (0.1%) from 31 December 2015. They consist primarily of goodwill, customer relations, software and other intangible assets in progress and advances.

At the end of each year, the Group assesses whether intangible assets with indefinite useful lives can be recovered. The impairment test on goodwill is carried out on the basis of the value in use through calculations based on projected cash flows taken from the five-year business plan.

With reference to intangible assets with indefinite useful lives, represented by goodwill, recognised as assets as at 30 September 2016, for a total value of EUR 73.5 million, albeit in a macroeconomic scenario characterised by a weak recovery, indicators of impairment losses, able to significantly affect the measurements made during the preparation of the consolidated financial statements as at 31 December 2015, were not identified in the first nine months of the year. On that occasion, the impairment tests carried out on intangible assets with indefinite useful lives did not require goodwill impairment.

The remarks made during the preparation of the interim consolidated financial statements as at 30 September 2016 showed, in the Company's opinion, results basically in line with the expectations for the period and the changes reported, compared to parameters already considered for impairment testing (expected cash flows and interest rates) carried out for the purposes of the consolidated financial statements as at 31 December 2015, are not deemed such as to make it necessary to perform a new calculation of the value in use in the interim consolidated financial statements.

Trade receivables

Total trade receivables as at 30 September 2016 amounted to EUR 92,324 thousand, compared with EUR 85,359 thousand as at 31 December 2015. The item is recorded in the consolidated financial statements net of an allowance for impairment of EUR 4,281 thousand (EUR 9,614 thousand as at 31 December 2015). The allowance for impairment decreased primarily as a result of the use of that set aside in previous financial years, following the write-off of a receivable from a single customer of a significant amount.

It should be noted that no transfers of receivables without recourse had been carried out as at 30 September 2016 (as none had been carried out as at 31 December 2015). The average collection period was equal to 75 days, up slightly compared to the 71 days as at 31 December 2015.

There are no receivables with insurance coverage.

There are no credit risk profiles for related parties.

Other receivables

As at 30 September 2016, total other receivables amounted to EUR 4,953 thousand, against EUR 6,357 thousand as at 31 December 2015.

Trade payables

As at 30 September 2016, total trade payables amounted to EUR 8,719 thousand, against EUR 8,943 thousand as at 31 December 2015.

Employee benefits

As at 30 September 2016, payables for current employee benefits amounted to EUR 36,465 thousand, from EUR 27,459 thousand as at 31 December 2015, a EUR 9,006 thousand, or 32.8%, increase. The item mainly refers to payables for salaries and compensation to contract workers and company employees, in addition to the payables for post-employment benefits to contract workers.

The increase recorded as at 30 September 2016 compared to 31 December 2015 is mainly due to the dynamics of employment contracts with contract workers for the recognition/settlement of deferred wages and salaries.

Given the nature of business carried out by the Group and the average duration of employment contracts with contract workers, employee benefits represented by the post-employment benefits of contract workers are paid on average during the first months of the following year and were consequently regarded as current liabilities. Therefore, the liability was not discounted and corresponds to the obligation due to temporary workers at the end of the contract, without application of the projected unit credit method.

Other payables

As at 30 September 2016, other payables amounted to EUR 23,670 thousand, compared with EUR 23,372 thousand as at 31 December 2015, a EUR 298 thousand (1.3%) increase.

Equity

As at 30 September 2016, equity amounted to EUR 72,022 thousand, up from EUR 66,506 thousand as at 31 December 2015.

Net Financial Position

Net Financial Position had a negative balance of EUR 33,864 thousand as at 30 September 2016, against a negative balance of EUR 43,539 thousand as at 31 December 2015.

This decrease with respect to the previous year is the result of both the positive contribution of the cash flows from the operating activities of the Group and the further optimisation of working capital.

The table below shows the net financial indebtedness of the Group as at 30 September 2016 and as at 31 December 2015 (calculated in accordance with the provisions of the Recommendation ESMA/2013/319).

(In thousands of EUR) 2016 vs. 2015 change
30/09/2016 31/12/2015 Value %
A Cash 29 24 5 20.8%
B Other cash and cash equivalents 8,616 22,388 (13,772) (61.5%)
C Securities held for trading - - - -
D Cash and cash equivalents (A+B+C) 8,645 22,412 13,767 61.4%
E Current financial receivables - - - -
F Current bank payables (11,821) (31,283) 19,462 (62.2%)
G Current portion of non-current debt (7,710) (6,000) 1,710 28.5%
H Other current financial payables (98) (258) 160 (62%)
I Current financial indebtedness (F+G+H) (19,629) (37,541) 17,912 (47.7%)
J Net current financial indebtedness (D+E+I) (10,984) (15,129) 4,145 (27.4%)
K Non-current bank payables (22,816) (28,337) 5,521 (19.5%)
L Bonds issued - - - -
M Other non-current payables (64) (73) 9 (12.3%)
N Non-current financial indebtedness (K+L+M) (22,880) (28,410) 5,530 (19.5%)
O Net Financial Indebtedness (J+N) (33,864) (43,539) 9,675 (22.2%)

Potential Liabilities

There have been no significant changes with respect to that indicated in the Half-Yearly Financial Report at 30 June 2016, with the exception of the filing of the sentence for the year 2010, which rejects the appeal in respect to the assessment notice for the said year. The Italian tax authorities subsequently issued a payment notice for EUR 252 thousand, which was paid on 31 October 2016.

On 4 November 2016, an unfavourable appeal sentence for 2007 and 2008 was issued. As soon as the sentence is available, the Company and its advisors will evaluate together what actions to take.

Relations with subsidiaries and related companies

The relationships between Group companies and by the Group with related parties, as identified on the basis of the criteria defined in IAS 24 - Related Party Disclosures, are mainly commercial in nature and relate to transactions carried out at arm's length.

During the meetings of 12 October 2015 and 6 November 2015, the Board of Directors approved the related party transactions policy and procedure, in accordance with article 2391-bis of the Italian Civil Code and the OPC Regulations containing provisions on related party transactions.

Relationships with subsidiaries

Openjobmetis S.p.A., whose core business is the provision of contract workers, owns 100% of:

  • Seltis S.r.l.: focused on personnel recruitment and selection for third parties;
  • Corium S.r.l.: focused on professional outplacement support;
  • Openjob Consulting S.r.l.: focused on payroll processing for the parent, the provision of services to companies, and telemarketing and call centre activities.

Openjobmetis S.p.A. maintains relations with the other Group companies in matters of commercial transactions. The revenue invoiced by Openjobmetis S.p.A. to the subsidiaries relate primarily to a range of general management, accounting and administrative support, operational control, personnel management, sales management, debt collection, EDP and data processing, call centre and procurement services provided by the Parent to the other Group companies, as well as the supply of contract workers. The revenue invoiced by Openjob Consulting S.r.l. to Openjobmetis S.p.A. pertains to the processing of contract workers' payrolls, including the calculation and preparation of taxes and social security contributions and the processing of required periodic and annual documents. Openjobmetis S.p.A. believes that the terms and conditions of these operations are in line with normal market conditions. The following table shows the economic and equity relationships between the various Group companies.

Intra-group revenue/costs between Openjobmetis S.p.A. Group companies

(In thousands of EUR)

Year 30/09/2016 30/09/2015
Revenue
Openjobmetis vs Openjob Consulting 156 197
Openjobmetis vs Corium 31 63
Openjobmetis vs Seltis 91 85
Seltis vs Openjobmetis 11 12
Seltis vs Corium 0 0
Openjob Consulting vs Openjobmetis 881 781
Total revenue/costs 1,170 1,138

Intra-group receivables / payables between Openjobmetis S.p.A. Group companies

(In thousands of EUR)

Year 30/09/2016 30/09/2015
Receivables
Openjobmetis vs Openjob Consulting 0 28
Openjobmetis vs Corium 11 42
Openjobmetis vs Seltis 12 19
Seltis vs Openjobmetis 80 35
Seltis vs Corium 0 0
Corium vs Openjobmetis 0 8
Openjob Consulting vs Openjobmetis 337 318
Total receivables/payables 440 450

Remuneration to key management personnel

As at 30 September 2016, total remuneration to key management personnel amounted to EUR 1,118 thousand, against EUR 970 thousand as at 30 September 2015.

In addition to salaries, the Group also provides certain key management personnel with benefits in kind according to the ordinary contractual practice for company managers, such as company cars, company mobiles, health and injury insurance coverage.

Other Related Party transactions

The lesser transactions carried out by the companies of the group with related parties, which IAS 24 defines as the companies and the individuals exercising the control, joint control or significant influence on the Group and its subsidiaries, remained within ordinary management activities and were settled under market conditions.

Significant events occurred in the third quarter of 2016 and after 30 September 2016

No significant events occurred during the third quarter of 2016 or after 30 September 2016.

Business outlook

The Group operates in a sector that offers significant opportunities for growth. In recent years, as a result of its ability to capture those opportunities, the Group has laid the foundation for sustainable, long-term growth.

Other information

Treasury shares

The Company and its subsidiaries do not hold treasury shares, either directly or indirectly. The subsidiaries do not hold shares of the Parent, either directly or indirectly.

Management and Coordination

In accordance with Art. 2497-bis of the Italian Civil Code, the Parent is not subject to the management and coordination of other corporate structures, as all business decisions are taken independently by the Board of Directors.

Atypical or unusual transactions

The financial statements as at 30 September 2016 do not show any income components or capital and financial items, whether positive or negative, arising from atypical or unusual events and transactions.

Procedure adopted to ensure the transparency and fairness of related party transactions

The Board of Directors has appointed the Related Parties Committee and approved the procedure for the management of related party transactions, and has subsequently identified all the individuals and companies that, should they enter into business relations with the Group, could potentially give rise to significant transactions for the purposes of the above. The Committee reviews the transactions that are brought to its attention.

Accounting standards and valuation criteria

The Interim Financial Statements as at 30 September 2016 have been prepared pursuant to Art. 154-ter "Financial Statements" of the Consolidated Law on Finance (TUF), taking into account the right of the Italian Securities and Exchange Commission (CONSOB) to request the publication of additional financial information, and Art. 2.2.3, paragraph 3, of the Stock Exchange Regulations.

These interim financial statements have been prepared in compliance with the International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union and relevant interpretations. It should be noted that the same consolidation principles and measurement criteria were used as were used in the preparation of the consolidated financial statements as at 31 December 2015, to which reference is made, as well as the new IFRS provisions in force from 1 January 2016.

Consolidation scope

Subsidiaries are companies controlled by the Group, or for which the Group is exposed to variable returns deriving from its relationship with the entity, or has claims over those returns, while having the ability to affect them by exercising its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the time when the parent starts to exercise control until the time when this control ends. Where necessary, the accounting policies of subsidiaries were changed to align them with the Group's accounting policies. The consolidated Interim Financial Statements as at 30 September 2016 include the financial statements of Openjobmetis S.p.A. and of the following subsidiaries, consolidated with the line-by-line method:

Name % held as at
30/09/2016
Registered office Share capital
Openjob Consulting S.r.l. 100% Gallarate, Via Marsala 40/C EUR 100,000
Seltis S.r.l. 100% Milan, Via G. Fara 35 EUR 110,000
Corium S.r.l. 100% Milan, Via G. Fara 35 EUR 32,000
Name % held as at
31/12/2015
Registered office Share capital
Openjob Consulting S.r.l. 100% Gallarate, Via Marsala 40/C EUR 100,000
Seltis S.r.l. 100% Milan, Via G. Fara 35 EUR 110,000

Discretional assessments and significant accounting estimates

The preparation of the Interim Financial Statements as at 30 September 2016 required the use of estimates and of assumptions that affect the amounts of assets, liabilities, costs and revenue at the reference date of the Statements. The results obtained on the basis of these estimates and assumptions may differ from the actual results obtained in future.

Information within the meaning of Articles 70 and 71 of the Issuers' Regulation approved by Consob Resolution No. 11971 of 14 May 1999 and subsequent amendments

The Company relies on the faculty, introduced by CONSOB with Resolution No. 18079 of 20 January 2012, to waive the obligation to make available to the public an information document on the occasion of significant transactions related to mergers, demergers, share capital increases by way of contributions in kind, acquisitions and sales.

Milan, 11 November 2016 For the Board of Directors The Chairman Signed Marco Vittorelli

Consolidated Statement of Financial Position

(In thousands of EUR) 30 September 2016 31 December 2015
ASSETS
Non-current assets
Property, plant and equipment 2,188 2,173
Intangible assets and goodwill 74,569 74,661
Financial assets 28 34
Deferred tax assets 3,551 5,230
Total non-current assets 80,336 82,098
Current assets
Cash and cash equivalents 8,645 22,412
Trade receivables 92,324 85,359
Other receivables 4,953 6,357
Current tax assets 1,096 414
Total current assets 107,018 114,542
Total assets 187,354 196,640
LIABILITIES AND EQUITY
Non-current liabilities
Financial liabilities 22,880 28,410
Employee benefits 1,112 1,116
Total non-current liabilities 23,992 29,526
Current liabilities
Bank loans and borrowings and other financial liabilities 19,542 37,293
Derivative instruments 87 248
Trade payables 8,719 8,943
Employee benefits 36,465 27,459
Other payables 23,670 23,372
Current tax liabilities 52 834
Provisions for risks and charges 2,805 2,459
Total current liabilities 91,340 100,608
Total liabilities 115,332 130,134
EQUITY
Share capital 13,712 13,712
Legal reserve 666 426
Share premium reserve 31,553 31,553
Other reserves 20,711 16,314
Profit (loss) for the period 5,380 4,501
Total equity 72,022 66,506
Total liabilities and equity 187,354 196,640

Consolidated Statement of Comprehensive Income

(In thousands of EUR) 30 September 2016 30 September 2015
Revenue from sales and services 330,325 321,079
Costs of contract work (287,184) (278,112)
First contribution margin 43,141 42,967
Other income 7,942 7,211
Personnel expense (20,434) (20,218)
Cost of raw materials and consumables (187) (139)
Costs for services (19,254) (18,565)
Amortisation/depreciation (758) (934)
Provisions and impairment losses (1,010) (2,930)
Other operating expenses (592) (389)
Operating profit (loss) 8,848 7,003
Financial income 130 67
Financial expense (1,320) (2,648)
Pre-tax profit (loss) 7,658 4,422
Income taxes (2,278) (2,030)
Profit (loss) for the period 5,380 2,392
Other comprehensive income (expense)
Effective portion of changes in fair value of cash flow hedges 161 245
Actuarial gain (loss) from IAS post-employment benefit valuation (25) 39
Taxes on other comprehensive income (expense) 0 0
Total other comprehensive income for the period 136 284
Total comprehensive income (expense) for the period 5,516 2,676
Net profit (loss) for the year attributable to:
Shareholders of the parent 5,380 2,392
Non-controlling investors 0 0
Profit (loss) for the period 5,380 2,392
Total comprehensive income (expense) for the year attributable to:
Shareholders of the parent 5,516 2,676
Non-controlling investors 0 0
Total comprehensive income (expense) for the period 5,516 2,676
Earnings (loss) per share (in EUR):
Basic 0.39 0.22
Diluted 0.39 0.22

Consolidated Statement of Changes in Equity

(In thousands of EUR) Attributable to shareholders of the parent
Share
capital
Legal
reserve
Share
premium
reserve
Other
reserves
Hedging
reserve and
actuarial
reserve
Undivided
profits
Profit (loss)
for the
period
Equity Equity
attributable
to non
controlling
interests
Total
Equity
Balance as at 01.01.2015 10,637 346 16,821 14,873 (689) 0 1,939 43,927 0 43,927
Allocation of profit (loss)
for the year
80 1,859 (1,939) 0 0
Effective portion of changes
in fair value of cash flow
hedges
245 245 245
Actuarial gain from IAS 19
post-employment benefit
valuation
39 39 39
Bond conversion 175 700 875 875
Profit (loss) for the period 2,392 2,392 2,392
Rounding reserve (1) (1) (2) (2)
Total profit (loss) for the
period
175 700 (1) 283 0 2,392 3,549 3,549
Balance as at 30.09.2015 10,812 426 17,521 16,731 (406) 0 2,392 47,476 47,476
Balance as at 01.01.2016 13,712 426 31,553 16,732 (418) 0 4,501 66,506 0 66,506
Allocation of profit (loss)
for the year
240 4,261 (4,501) 0 0
Effective portion of changes
in fair value of cash flow
hedges
161 161 161
Actuarial gain (loss) from
IAS 19 post-employment
benefit valuation
(25) (25) (25)
Profit (loss) for the period 5,380 5,380 5,380
Total profit (loss) for the
period
136 0 5,380 5,516 5,516
Balance as at 30.09.2016 13,712 666 31,553 20,993 (282) 0 5,380 72,022 72,022

STATEMENT ON INTERIM FINANCIAL STATEMENTS PURSUANT TO ART. 154 BIS OF LEGISLATIVE DECREE 58/98

We, the undersigned Rosario Rasizza, Managing Director, and Alessandro Esposti, Manager in charge of financial reporting at Openjobmetis S.p.A., hereby certify, pursuant to the provisions of Art. 154-bis of the Consolidated Law on Finance (TUF), that the financial information provided by the interim financial statements as at 30 September 2016 of the Group Openjobmetis S.p.A., accurately reflect the accounting books and records.

Milan, 11 November 2016

The Managing Director The Manager in charge of preparing company financial reports

Signed Signed

Rosario Rasizza Alessandro Esposti

Openjobmetis S.p.A. Employment agency Authorisation No. 1111-SG dated 26/11/2004

Registered office Via G. Fara 35 – 20124 Milan

Headquarters and Offices Via Marsala 40/C Centro Direzionale Le Torri, 21013 Gallarate, Varese

Legal information Approved and subscribed share capital: EUR 13,712,000 Registered in the Milan Register of Companies under tax code 13343690155

Website www.openjobmetis.it