FIERA MILANO: THE BOARD OF DIRECTORS APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2018
Growth in consolidated financial and economic results: net profit, EBITDA, and net financial position significantly improving compared to 2017, despite a less favourable exhibition calendar. Return to distribution of the dividend
- Net profit of Euro 18.6 million (7.5% of the revenues) compared to Euro 1.7 million in 2017 (0.7% of the revenues)
- EBITDA equal to Euro 31.9 million, more than double compared to the figure of Euro 15.1 million in 2017
- Revenues of Euro 247.2 million compared to Euro 256.3 million in 2017, mainly considering a different exhibition and congress calendar
- Net cash of Euro 23.7 million compared to net debt of Euro 0.8 million at 31 December 2017
Distribution of a dividend of 13 cents per share proposed to the Shareholders’ Meeting
2019 EBITDA forecast within a range of Euro 36-40 million, an improvement compared to the Strategic Plan’s Euro 31-33 million target
Milan, 12 March 2019. The Board of Directors of Fiera Milano S.p.A. (“Fiera Milano”), meeting under its Chairperson, Mr Lorenzo Caprio, approved the Preliminary Financial Statements for 2018, to be put to the Shareholders’ Meeting for its approval, and the Consolidated Financial Statements for the financial year ended 31 December 2018.
The Chief Executive Officer and General Manager of Fiera Milano, Mr Fabrizio Curci, commented: “The results achieved over the course of 2018 are the outcome of the positive sales trend and the operational reorganization set in place which made it possible to improve the Group’s operating rationale. We are happy with the path undertaken, announced in May with the 2018-2022 Strategic Plan, which led us to exceed expectations already in the first year, thanks to the great effort of our entire team as well. We are satisfied, after many years, to offer the distribution of a dividend and we will keep carrying out the Strategic Plan in order to continue creating value for all our stakeholders.”
The Shareholders’ Meeting will also be called to pass resolution on the distribution of a dividend, gross of amounts withheld under law, of 0.13 euro for each of the no. 70,978,811 ordinary shares in circulation. If approved, the dividend will be sent into payment on 8 May 2019, with detachment of coupon no. 8 on 6 May 2019 and record date on 7 May 2019. Payment will be made through the authorized intermediaries with which the shares were recorded in the Monte Titoli System.
FIERA MILANO CONSOLIDATED FINANCIAL STATEMENTS
- ECONOMIC AND FINANCIAL PERFORMANCE IN THE YEAR UNDER REVIEW
Fiera Milano ended the 2018 financial year with a strong increase in its results.
The business of the Group is seasonal due to exhibitions that have a biennial and multi-annual frequency.
Revenues from sales and services totalled Euro 247.2 million compared to Euro 256.3 million in 2017. The lower revenues is mainly attributable to destination management services for the ERS Congress in 2017 and the less favourable exhibition calendar, which in the last financial year included the biennial events organised directly, Host and Tuttofood. This effect was partly offset by The Innovation Alliance, an event that brought together for the first time five multiyear exhibitions covering the entire processing and packaging supply chain.
The EBITDA was Euro 31.9 million, more than double compared to Euro 15.1 million in 2017 and an improvement over the Euro 28-30 million forecast, communicated to the market upon approval of the third quarter 2018 results. This growth reflects the effect of the good performance of the exhibition business, as well as the cost-reduction actions.
The EBIT was Euro 25.1 million improving rapidly over Euro 5.4 million in 2017. This increase reflects the trend in the EBITDA, besides benefiting from lower amortization and depreciation and impairment charges after impairment tests. The impairment charges affected the publications Food & Beverage for Euro 0.5 million and Technology for Euro 0.5 million. The 2017 figure included impairment losses of Euro 2.8 million for trademarks.
The Result was Euro 18.6 million significantly increasing over Euro 1.7 million in the previous financial year.
- PERFORMANCE BY OPERATING SEGMENT
In the 2018 financial year, 51 exhibitions were held in the fieramilano and fieramilanocity exhibition sites with one further exhibition held elsewhere and there were 44 congresses with related exhibition space. These occupied 1,505,380 square metres of net exhibition space, compared to 1,517,205 in 2017, while the number of exhibitors rose from 27,785 in 2017 to 27,865 in 2018.
Twenty-seven exhibitions (thirty in 2017) covering 466,795 square metres of net exhibition space were organised abroad (426,745 in 2017) with 7,750 exhibitors (8,685 in 2017).
Revenues from sales and services, before elimination of inter-segment transactions, totalled Euro 257.1 million compared to Euro 268.5 million in 2017. A breakdown by segment shows that 77.8% of revenues were generated by Italian Exhibitions, 3.1% by Foreign Exhibitions, 4.4% by Media and 14.7% by Congresses.
- Italian Exhibitions Business generated revenues of Euro 200.3 million compared to a figure of Euro 206.4 million in 2017. EBITDA was Euro 23.8 million (Euro 11.5 million in 2017) and EBIT was Euro 20.0 million (Euro 5.3 million in 2017).
- Foreign Exhibitions Business generated revenues of Euro 7.8 million compared to Euro 5.1 million in 2017 due to the biennial exhibition Fisp in Brazil. EBITDA was Euro 3.7 million (was Euro 0.1 million in 2017) and is driven by cost rationalization in Brazil and South Africa, while the EBIT was Euro 3.3 million (a negative figure of Euro 0.4 million in 2017).
- Media had revenues of Euro 11.3 million (Euro 10.8 million in 2017). EBITDA was Euro 0.6 million (Euro 0.4 million in 2017) and EBIT was negative for Euro 0.6 million (a negative figure of Euro 1.2 million in 2017).
- Congresses had revenues of Euro 37.7 million over 46.2 million in 2017, when the ERS congress was held. EBITDA was Euro 3.8 million also thanks to the presence of OSCE – Organization for Security and Cooperation in Europe (Euro 3.0 million in 2017) and EBIT was Euro 2.5 million (Euro 1.7 million in 2017).
- CONSOLIDATED NET FINANCIAL POSITION
At 31 December 2018, the Group had net cash of Euro 23.7 million, making progress compared to net debt of Euro 0.8 million at 31 December 2017 and better than the Euro 15-20 million forecast communicated to the market. The increase is due to the positive operating cash flow.
■ THE PARENT COMPANY FIERA MILANO S.P.A
The Parent Company Fiera Milano S.p.A had revenues of Euro 196.4 million (Euro 204.7 million in 2017) and profit of Euro 16.6 million, an improvement on the loss of Euro 0.9 million in 2017.
The expected business trend and the management efficiency reached have led to an upgrade of the target for the 2019 EBITDA of Euro 31-33 million in the 2018-2022 Strategic Plan, located to the market in May 2018, in a range of Euro 36-40 million.
As of 1 January 2019, the new accounting standard IFRS 16 “Leases” entered into effect, and so the 2019 EBITDA target, which reflects the effects of this standard, is a range of Euro 84-88 million. See the next paragraph for more information.
- IFRS 16
Fiera Milano will apply the new accounting standard IFRS 16 “Leases” as of 1 January 2019. This standard eliminates the distinction between operating leases and finance leases for a lessee, requiring that the balance sheet show an activity representing the right to use the asset and a financial liability representing the obligation to make the payments under the contract. It is estimated that the elimination of the item relative to the majority of the rental payments – mainly for the rental contracts of the Rho and Milano exhibition sites – from the operating costs area, having been reclassified to amortisations and financial expenses, will positively impact the EBITDA by about Euro 48 million; there will also be an approximate Euro 523 million impact on the financial position due to the registration of the current value of the rental costs in relation to the set duration of the contracts.
■ SHAREHOLDERS’ MEETING
The Preliminary Financial Statements at 31 December 2018 will be presented to the Ordinary Shareholders’ Meeting to be held on 18 April 2019 at 3:00 PM. The Consolidated Financial Statements at 31 December 2018 will also be presented, as well as the Consolidated disclosure on non-financial Information, under Legislative Decree no. 254/2016, which was approved today.
The Shareholders’ Meeting will also be asked to approve the Report on Remuneration, under Article 123-ter of Legislative Decree 58/98 and the authorization to purchase and dispose of treasury shares in accordance with articles 2357 and 2357-ter of the Civil Code, following prior cancellation of the decision of the Shareholders’ Meeting of 23 April 2018.
- PURCHASE AND DISPOSAL OF TREASURY SHARES
The Board of Directors has decided to propose to the Shareholders’ Meeting that it grants the Board of Directors the authority to purchase treasury shares, following prior cancellation of the existing authority, for a period of 18 months from the date of approval of the Shareholders’ Meeting. Under the proposal, the maximum number of shares that may be purchased must not exceed, including those shares already held by the Company and its subsidiaries, 20% of the shares that make up the share capital. The shares may be purchased at a share price that is no higher or lower than 10% of the reference price recorded by Fiera Milano shares on the Italian stock exchange in the trading session preceding each individual transaction. The shares may be sold even before the purchase mandate has been exhausted and the selling price must be no lower than that of the lowest purchase price. This price limit will not be applicable if the shares are disposed of as part of a stock incentive scheme.
The Board of Directors is requesting this authority as it is of the opinion that the purchase of treasury shares could represent an attractive investment opportunity and/or may be instrumental in improving the financial structure of the Company as it may facilitate future agreements involving an exchange of shareholdings. The authority is also requested so that treasury shares are available for use in stock option incentive schemes (and in particular, to back the incentive scheme approved by the Ordinary Shareholders’ Meeting on 23 April 2018), or as part of any bond issue convertible into shares of the Company. The authority is requested in order to carry out transactions to stabilise share price movements linked to anomalies in the market and improve the liquidity of the shares.
At today’s date, Fiera Milano holds no. 939,018 shares, equal to 1.31% of the total share capital.
 Pre-IFRS16 EBITDA
Fiera Milano is the domestic market leader and one of the main integrated operators worldwide in the exhibition and congress sector. The Group manages the leading exhibition site in Italy and dominates events in numerous manufacturing sectors: fashion, publishing, furniture and furnishings, home and lifestyle, mechanical tooling industry, tourism, professional hospitality, food, plant engineering and energy, construction, art, and sailing. Specifically, the business of the Group is focused on the management, organisation and hosting of fairs, exhibitions and other events through ensuring the availability of equipped exhibition space, project support and related services. Its offer is completed by engineering services, stand-fitting services – for both pre-fabricated and customised stands – stand-fitting technical and logistic services, as well as a multichannel platform that includes specialist publications, web content and congresses.
Fiera Milano has been listed in the STAR segment of the Mercato Telematico Azionario of the Italian stock market since 2002.