Interim Financial

Report as at

31 March 2020

Interim Report as at March 2020

INDEX

PREFACE ....................................................................................................................................

4

INTERIM MANAGEMENT REPORT AS AT 31 MARCH 2020...........................................................

5

HIGHLIGHTS ...............................................................................................................................

6

MAIN ECONOMIC AND FINANCIAL DATA ....................................................................................

8

INDICATORS.............................................................................................................................

10

SHAREHOLDER INFORMATION .................................................................................................

12

RECLASSIFIED CONSOLIDATED INCOME STATEMENT ................................................................

14

RECLASSIFIED CONSOLIDATED BALANCE SHEET ........................................................................

16

CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT.......................................

18

INCOME STATEMENT REVIEW ..................................................................................................

19

BALANCE SHEET REVIEW ..........................................................................................................

29

ACQUISITION OF COMPANIES AND BUSINESSES .......................................................................

39

COVID-19 EMERGENCY MEASURES...........................................................................................

39

OUTLOOK ................................................................................................................................

41

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2020 ...........

43

CONSOLIDATED STATEMENT OF FINANCIAL POSITION..............................................................

44

CONSOLIDATED INCOME STATEMENT ......................................................................................

46

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME .....................................................

47

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY...............................................................

48

STATEMENT OF CONSOLIDATED CASH FLOWS ..........................................................................

50

SUPPLEMENTARY INFORMATION TO THE STATEMENT OF CONSOLIDATED CASH FLOWS ..........

51

NOTES......................................................................................................................................

52

2

Interim Report as at March 2020

1.

General information.............................................................................................................

52

2.

Acquisitions and goodwill ....................................................................................................

53

3.

Intangible assets...................................................................................................................

53

4.

Tangible fixed assets ............................................................................................................

55

5.

Right-of-use assets ...............................................................................................................

56

6.

Share capital.........................................................................................................................

56

7.

Net financial position ...........................................................................................................

57

8.

Financial liabilities ................................................................................................................

59

9.

Lease liabilities .....................................................................................................................

62

10.

Revenues from Sales and Services .......................................................................................

63

11.

Taxes.....................................................................................................................................

63

12.

Non-recurring significant events..........................................................................................

63

13.

Earnings (loss) per share ......................................................................................................

63

14.

Transactions with parent companies and related parties ...................................................

64

15.

Contingent liabilities ............................................................................................................

65

16.

Translation of foreign companies' financial statements......................................................

66

17.

Segment reporting ...............................................................................................................

67

18.

Accounting policies ..............................................................................................................

72

19.

Subsequent events...............................................................................................................

75

ANNEXES .................................................................................................................................

76

Consolidation scope .......................................................................................................................

76

Declaration of the Executive Responsible for Corporate Accounting Information pursuant to

Article 154-bis of Legislative Decree 58/1998 (Consolidated finance act) ....................................

80

Disclaimer

This report contains forward looking statements ("Outlook") relating to future events and the Amplifon Group's operating, economic and financial results. These forecasts, by definition, contain elements of risk and uncertainty, insofar as they are linked to the occurrence of future events and developments. The actual results may be very different with respect to the original forecast due to a number of factors, the majority of which are out of the Group's control.

3

Interim Report as at March 2020

PREFACE

This Interim Financial Report for the period has been prepared in accordance with the requirements of the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) adopted by the European Union and must be read together with the financial statements of the Group at 31 December 2019 that includes additional information on the risks and uncertainties that could impact the Group's operative results or its financial position.

4

INTERIM MANAGEMENT REPORT

AS AT 31 MARCH 2020

Interim Financial Report as at 31 March 2020 > Interim Management Report

HIGHLIGHTS

Beginning in March the Covid-19 outbreak significantly impacted the results for first quarter 2020 which the Amplifon Group, after having recorded further revenue growth in the first two months of the year, closed with consolidated revenues down with respect to the prior year, reversing the solid growth trend that has characterized quarters in recent years.

The performances of the different geographic areas in which the Group operates varied based on the timing of the outbreak, as well as the gradual adoption of various restrictive measures by the governmental authorities of each Country. More in detail, in EMEA, Italy was the first country, as well as the one that was the most affected by the crisis and the relative containment measures, followed by Spain and France. Even though hearing care services are considered essential in these countries, the lockdown measures caused a strong reduction in both traffic and the hours of store operation. In other EMEA countries, like Germany, the Netherlands, Switzerland and Belgium-Luxembourg, the containment measures implemented were less severe and were largely felt as of the end of March.

In Americas the negative effects of the pandemic became apparent only toward the end of the quarter. In the United States, the situation varied noticeably including as a result of measures that, at least initially, differed from state to state. In a large part of the USA hearing care is considered an essential service but, at the same time, the restrictive measures implemented in almost all the states as of the end of March caused business to slow. In Latin America there were mandatory store closures toward the end of the quarter: all stores were closed in Ecuador and Argentina, while in Chile closures were limited to a few zones in the country. In Columbia, the strong drop in customer traffic basically brought commercial activity to a standstill. Lastly, in APAC, the first area to be struck by the pandemic resulting in the closure of stores in China in January and February, there were mandatory closures of all stores New Zealand and India toward the end of March. In Australia, while the governmental authorities did not implement any specific lockdown measures, the business was also affected by the devastating bushfires that plagued the country for a large part of the first quarter.

The first three months of the year closed with:

  • turnover of €363,476 thousand, a drop of -7.3% compared to the same period of the prior year (-7.2% at constant exchange rates). This result reflects the strong growth recorded in the first two months of the year, during which organic growth reached +7.4%, impacted subsequently by the Covid-19 crisis in March;
  • a gross operating margin (EBITDA) of €64,855 thousand, -17.8% lower on a recurring basis compared to the first three months of 2019, with an EBITDA margin of 17.8% (-2.3 p.p. against the comparison period). This result reflects the drop in revenues referred to above which did not yet benefit from the different measures adopted by the Group to limit the negative impact of Covid-19. While implemented in a timely manner, the effects of these measures will materialize beginning in the second quarter;
  • Group net profit of €5,143 thousand, a drop of -72.7% against the recurring net profit recorded in the first quarter of 2019.

6

Interim Financial Report as at 31 March 2020 > Interim Management Report

Despite business seasonality and the negative impact of the Covid-19 outbreak, net financial debt was basically unchanged with respect to the €786,698 thousand recorded at 31 December 2019, coming in at €790,744 thousand, confirming the Group's ability to generate operating cash flow. Free cash flow reached a positive €44,179 thousand (compared to €16,241 thousand in the first three months of the prior year) after absorbing capital expenditure of €16,473 thousand (€18,601 thousand in the comparison period). This result made it possible to finance €41,475 thousand in acquisitions. In order, however, to protect cash flow from the impact of the Covid-19 outbreak, beginning in March capex were limited solely to activities deemed essential to the Group's operations (roughly 20-25% of the average annual capex) while acquisitions were suspended temporarily.

At the beginning of February Amplifon successfully placed a 7-yearnon-convertible bond for a total nominal amount of €350 million which further strengthened its financial structure and extended the average debt maturity.

7

Interim Financial Report as at 31 March 2020 > Interim Management Report

MAIN ECONOMIC AND FINANCIAL DATA

(€ thousands)

First quarter 2020

First quarter 2019

Change %

Non-

% on

Non-

% on

on

Recurring

recurring

Total

recurring

Recurring

recurring

Total

recurring

recurring

Economic figures:

Revenues from sales and services

Gross operating profit (loss) (EBITDA)

Operating profit (loss) before the depreciation and amortization of PPA related assets (EBITA)

363,476

-

363,476

100.0%

391,973

-

391,973

100.0%

-7.3%

64,855

-

64,855

17.8%

78,942

(1,425)

77,517

20.1%

-17.8%

24,167

-

24,167

6.6%

42,661

(1,425)

41,236

10.9%

-43.4%

Operating profit (loss) (EBIT)

14,490

-

14,490

4.0%

34,299

(1,425)

32,874

8.8%

-57.8%

Profit (loss) before tax

7,499

-

7,499

2.1%

27,717

(1,425)

26,292

7.1%

-72.9%

Group net profit (loss)

5,143

-

5,143

1.4%

18,810

(1,062)

17,748

4.8%

-72.7%

(€ thousands)

03/31/2020

12/31/2019

Change

Financial figures:

Non-current assets

2,268,041

2,275,196

(7,155)

Net invested capital

1,885,085

1,907,438

(22,353)

Group net equity

665,319

695,031

(29,712)

Total net equity

666,269

696,115

(29,846)

Net financial indebtedness

790,744

786,698

4,046

Lease liabilities

428,072

424,625

3,447

Total lease liabilities and net financial indebtedness

1,218,816

1,211,323

7,493

(€ thousands)

First quarter 2020

First quarter 2019

Free cash flow

44,179

16,241

Cash flow generated from (absorbed by) business combinations

(41,745)

(14,364)

(Purchase) sale of other investments and securities

-

-

Cash flow provided by (used in) financing activities

(4,909)

1,089

Net cash flow from the period

(2,475)

2,966

Effect of discontinued operations on the net financial position

-

-

Effect of exchange rate fluctuations on the net financial position

(1,571)

(93)

Net cash flow from the period with changes for exchange rate fluctuations and

(4,046)

2,873

discontinued operations

8

Interim Financial Report as at 31 March 2020 > Interim Management Report

  • EBITDA is the operating result before charging amortization, depreciation, impairment of both tangible and intangible fixed assets and the right of use depreciation.
  • EBITA is the operating result before amortization and impairment of customer lists, trademarks, non-competition agreements and other fixed assets arising from business combinations.
  • EBIT is the operating result before financial income and charges and taxes.
  • Free cash flow represents the cash flow of operating and investing activities before the cash flows used in acquisitions and payment of dividends and the cash flows from or used in other financing activities.

9

Interim Financial Report as at 31 March 2020 > Interim Management Report

INDICATORS

03/31/2020

12/31/2019

03/31/2019

Net financial indebtedness (€ thousands)

790,744

786,698

837,983

Lease liabilities

428,072

424,625

436,084

Total lease liabilities & net financial debt

1,218,816

1,211,323

1,274,067

Net Equity (€ thousands)

666,269

696,115

628,348

Group Net Equity (€ thousands)

665,319

695,031

627,185

Net financial indebtedness/Net Equity

1.13

1.33

1.19

Net financial indebtedness/Group Net Equity

1.13

1.34

1.19

Net financial indebtedness/EBITDA

1.90

2.36

1.99

EBITDA/Net financial expenses

28.81

29.52

27.22

Earnings per share (EPS) (€)

0.02305

0.48979

0.08043

Diluted EPS (€)

0.02272

0.48135

0.07898

EPS (€) adjusted for non-recurring transactions and amortization/depreciation

0.05273

0.70691

0.11246

related to purchase price allocations to tangible and intangible assets

Group Net Equity per share (€)

2.981

3.115

2.842

Period-end price (€)

18.720

25.640

17.350

Highest price in period (€)

30.400

26.800

17.770

Lowest price in period (€)

14.830

13.610

13.610

Share price/net equity per share

6.281

8.231

6.105

Market capitalization (€ millions)

4,178.54

5,720.78

3,829.00

Number of shares outstanding

223,212,593

223,119,533

220,691,875

  • Net financial indebtedness/net equity is the ratio of net financial indebtedness to total net equity.
  • Net financial indebtedness/Group net equity is the ratio of the net financial indebtedness to the Group's net equity.
  • Net financial indebtedness/EBITDA is the ratio of net financial indebtedness to EBITDA for the last four quarters (determined with reference to recurring operations only, based on pro forma figures in case of significant changes to the structure of the Group).
  • EBITDA/net financial expenses ratio is the ratio of EBITDA for the last four quarters (determined with reference to recurring operations only, based on restated figures in case of significant changes to the structure of the Group) to net interest payable and receivable of the same last four quarters.
  • Earnings per share (EPS) (€) is the net profit for the period attributable to the parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period, considering purchases and sales of treasury shares as cancellations or issues of shares, respectively.
  • Diluted earnings per share (EPS) (€) is the net profit for the period attributable to the parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period adjusted for the dilution effect of potential shares. In the calculation of outstanding shares, purchases and sales of treasury shares are considered as cancellations and issues of shares, respectively.

10

Interim Financial Report as at 31 March 2020 > Interim Management Report

  • Earnings per share (EPS) adjusted for non-recurring transactions and amortization/depreciation related to purchase price allocations to tangible and intangible assets (€) is the profit for the year from recurring operations attributable to the parent's ordinary shareholders divided by the weighted average number of outstanding shares in the period adjusted to reflect the amortization of purchase price allocations. When calculating the number of outstanding shares, the purchases and sales of treasury shares are considered cancellations and share issues, respectively.
  • Net Equity per share (€) is the ratio of Group equity to the number of outstanding shares.
  • Period-endprice (€) is the closing price on the last stock exchange trading day of the period.
  • Highest price (€) and lowest price (€) are the highest and lowest prices from 1 January to the end of the period.
  • Share price/Net equity per share is the ratio of the share closing price on the last stock exchange trading day of the period to net equity per share.
  • Market capitalization is the closing price on the last stock exchange trading day of the period multiplied by the number of outstanding shares.
  • The number of shares outstanding is the number of shares issued less treasury shares.

11

Interim Financial Report as at 31 March 2020 > Interim Management Report

SHAREHOLDER INFORMATION

Main Shareholders

The main Shareholders of Amplifon S.p.A. as at 31 March 2020 are:

44.9

53.7

1.4

Ampliter S.r.l.

Treasury shares

Market

No. of ordinary

% of the total

Shareholder

% held

share capital in

shares

voting right

Ampliter S.r.l.

101,715,003

44.9%

61.9%

Treasury shares

3,176,027

1.4%

1,0%

Market

121,497,590

53.7%

37.1%

Total

226,388,620 (*)

100,0%

100,0%

(*) Number of shares related to the share capital registered with the Company registrar on 31 March 2020.

Pursuant to article 2497 of the Italian Civil Code, Amplifon S.p.A. is not subject to management and coordination either by its direct parent Ampliter S.r.l. or other indirect parents.

The shares of the parent Amplifon S.p.A. have been listed on the screen based Mercato Telematico Azionario (MTA) since 27 June 2001 and since 10 September 2008 in the STAR segment. Amplifon is also included in the FTSE Italy Mid Cap index since 27 December 2018.

The chart shows the performance of the Amplifon share price and its trading volumes from 2 January 2020 to 31 March 2020.

12

Interim Financial Report as at 31 March 2020 > Interim Management Report

10%

5%

0%

-5%

-10%

-15%

-20%

-25%

-28.5%

-30%

-35%

-40%

4,000,000

3,000,000

2,000,000

1,000,000

0

As at 31 March 2020 market capitalization was € 4,178.54 million.

Dealings in Amplifon shares in the screen-based stock market Mercato Telematico Azionario during the period 2 January 2020 - 31 March 2020, showed:

  • average daily value: € 27,048,227.44;
  • average daily volume: 1,099,081 shares;
  • total volume traded of 70,341,225 shares, or 31.5% of the total number of shares comprising the share capital, net of treasury shares.

13

Interim Financial Report as at 31 March 2020 > Interim Management Report

RECLASSIFIED CONSOLIDATED INCOME STATEMENT

First quarter 2020

First quarter 2019

(€ thousands)

Change %

Non-

% on

Non-recurring

% on

on

Recurring

recurring (*)

Total

recurring

Recurring

(*)

Total

recurring

recurring

Revenues from sales and

363,476

-

363,476

100.0%

391,973

-

391,973

100.0%

-7.3%

services

Operating costs

(299,902)

-

(299,902)

-82.5%

(313,334)

(1,425)

(314,759)

-79.9%

4.3%

Other income and costs

1,281

-

1,281

0.3%

303

-

303

0.1%

322.8%

Gross operating profit

64,855

-

64,855

17.8%

78,942

(1,425)

77,517

20.1%

-17.8%

(EBITDA)

Depreciation, amortization

and impairment of non-

(17,183)

-

(17,183)

-4.7%

(15,086)

-

(15,086)

-3.8%

-13.9%

current assets

Right-of-use depreciation

(23,505)

-

(23,505)

-6.5%

(21,195)

-

(21,195)

-5.4%

-10.9%

Operating result before the

amortization and

24,167

-

24,167

6.6%

42,661

(1,425)

41,236

10.9%

-43.4%

impairment of PPA related

assets (EBITA)

PPA related depreciation,

(9,677)

-

(9,677)

-2.6%

(8,362)

-

(8,362)

-2.1%

-15.7%

amortization and impairment

Operating profit (EBIT)

14,490

-

14,490

4.0%

34,299

(1,425)

32,874

8.8%

-57.8%

Income, expenses, valuation

and adjustments of financial

23

-

23

0.0%

72

-

72

0.0%

-68.1%

assets

Net financial expenses

(6,760)

-

(6,760)

-1.8%

(6,495)

-

(6,495)

-1.7%

-4.1%

Exchange differences and

non-hedge accounting

(254)

-

(254)

-0.1%

(159)

-

(159)

0.0%

-59.7%

instruments

Profit (loss) before tax

7,499

-

7,499

2.1%

27,717

(1,425)

26,292

7.1%

-72.9%

Tax

(2,428)

-

(2,428)

-0.7%

(8,918)

363

(8,555)

-2.3%

72.8%

Net profit (loss)

5,071

-

5,071

1.4%

18,799

(1,062)

17,737

4.8%

-73.0%

Profit (loss) of minority

(72)

-

(72)

0.0%

(11)

-

(11)

0.0%

-554.5%

interests

Net profit (loss) attributable

5,143

-

5,143

1.4%

18,810

(1,062)

17,748

4.8%

-72.7%

to the Group

(*) See table at page 15 for details of non-recurring transactions.

14

Interim Financial Report as at 31 March 2020 > Interim Management Report

The following table shows the details of the non-recurring transactions included in the previous statements.

(€ thousands)

Q1 2020

Q1 2019

GAES integration costs

-

(1,425)

Impact of the non-recurring items on EBITDA

-

(1,425)

Impact of the non-recurring items on EBIT

-

(1,425)

Impact of the non-recurring items on profit before tax

-

(1,425)

Impact of the above items on the tax burden for the period

-

363

Impact of the non-recurring items on net profit

-

(1,062)

15

Interim Financial Report as at 31 March 2020 > Interim Management Report

RECLASSIFIED CONSOLIDATED BALANCE SHEET

The reclassified Consolidated Balance Sheet aggregates assets and liabilities according to operating functionality criteria, subdivided by convention into the following three key functions: investments, operations and finance.

(€ thousands)

03/31/2020

12/31/2019

Change

Goodwill

1,221,875

1,215,511

6,364

Customer lists, non-compete agreements, trademarks and location rights

268,237

270,307

(2,070)

Software, licenses, other int.ass., wip and advances

98,235

97,201

1,034

Tangible assets

192,533

196,579

(4,046)

Right of use assets

417,297

418,429

(1,132)

Fixed financial assets (1)

38,591

44,887

(6,296)

Other non-current financial assets (1)

31,273

32,282

(1,009)

Total fixed assets

2,268,041

2,275,196

(7,155)

Inventories

70,873

64,592

6,281

Trade receivables

153,215

205,219

(52,004)

Other receivables

86,546

75,998

10,548

Current assets (A)

310,634

345,809

(35,175)

Total assets

2,578,675

2,621,005

(42,330)

Trade payables

(189,582)

(177,390)

(12,192)

Other payables (2)

(270,347)

(284,827)

14,480

Provisions for risks (current portion)

(4,700)

(4,242)

(458)

Short term liabilities (B)

(464,629)

(466,459)

1,830

Working capital (A) - (B)

(153,995)

(120,650)

(33,345)

Derivative instruments (3)

(3,726)

(8,763)

5,037

Deferred tax assets

78,774

81,427

(2,653)

Deferred tax liabilities

(100,222)

(102,111)

1,889

Provisions for risks (non-current portion)

(43,145)

(50,290)

7,145

Employee benefits (non-current portion)

(24,763)

(25,281)

518

Loan fees (4)

6,655

1,611

5,044

Other long-term payables

(142,534)

(143,701)

1,167

NET INVESTED CAPITAL

1,885,085

1,907,438

(22,353)

Shareholders' equity

665,319

695,031

(29,712)

Third parties' equity

950

1,084

(134)

Net equity

666,269

696,115

(29,846)

Long term net financial debt (4)

838,944

752,648

86,296

Short term net financial debt (4)

(48,200)

34,050

(82,250)

Total net financial debt

790,744

786,698

4,046

Lease liabilities

428,072

424,625

3,447

Total lease liabilities & net financial debt

1,218,816

1,211,323

7,493

NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL DEBT

1,885,085

1,907,438

(22,353)

16

Interim Financial Report as at 31 March 2020 > Interim Management Report

Notes for reconciling the condensed balance sheet with the statutory balance sheet:

  1. "Financial fixed assets" and "Other non-current financial assets" include equity interests valued by using the net equity method, financial assets at fair value through profit and loss and other non-current assets;
  2. "Other payables" includes other liabilities, accrued liabilities and deferred income, current portion of liabilities for employees' benefits and tax liabilities;
  3. "Derivative instruments" includes cash flow hedging instruments not comprised in the item "Net financial indebtedness".
  4. The item "loan fees" is presented in the balance sheet as a direct reduction of the short-term and medium/long-term components of the items "financial payables" and "financial liabilities" for the short-term and long-term portions, respectively.

17

Interim Financial Report as at 31 March 2020 > Interim Management Report

CONDENSED RECLASSIFIED CONSOLIDATED CASH FLOW STATEMENT

The condensed consolidated cash flow statement is a summarized version of the reclassified statement of cash flows set out in the following pages and its purpose is, starting from the EBIT, to detail the cash flows from or used in operating, investing and financing activities.

(€ thousands)

First quarter 2020

First quarter 2019

EBIT

14,490

32,874

Amortization, depreciation and write-downs

50,365

44,643

Provisions, other non-monetary items and gain/losses from disposals

2,420

7,760

Net financial expenses

(5,863)

(5,733)

Taxes paid

(3,487)

(6,395)

Changes in net working capital

22,850

(18,673)

Cash flow provided by (used in) operating activities before repayment of lease

80,775

54,476

liabilities

Repayment of lease liabilities

(20,123)

(19,634)

Cash flow provided by (used in) operating activities (A)

60,652

34,842

Cash flow provided by (used in) operating investing activities (B)

(16,473)

(18,601)

Free Cash Flow (A) + (B)

44,179

16,241

Net cash flow provided by (used in) acquisitions (C)

(41,745)

(14,364)

(Purchase) sale of other investment and securities (D)

-

-

Cash flow provided by (used in) investing activities (B+C+D)

(58,218)

(32,965)

Cash flow provided by (used in) operating activities and investing activities

2,434

1,877

Fees paid on medium/long-term financing

(5,043)

-

Hedging instruments and other changes in non-current assets

134

1,089

Net cash flow from the period

(2,475)

2,966

Net financial indebtedness as of period opening date

(786,698)

(840,856)

Effect of exchange rate fluctuations on financial position

(1,571)

(93)

Change in net financial position

(2,475)

2,966

Net financial indebtedness as of period closing date

(790,744)

(837,983)

The impact of non-recurring transactions on free cash flow in the period is shown in the following table.

(€ thousands)

First quarter 2020

First quarter 2019

Free cash flow

44,179

16,241

Free cash flow generated by non-recurring transactions (see page 38 for details)

(777)

(3,053)

Free cash flow generated by recurring transactions

44,956

19,294

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Interim Financial Report as at 31 March 2020 > Interim Management Report

INCOME STATEMENT REVIEW

Consolidated income statement by segment and geographic area (*)

(€ thousands)

First quarter 2020

EMEA

Americas

Asia Pacific

Corporate

Total

Revenues from sales and services

258,266

64,355

40,855

-

363,476

Operating costs

(208,602)

(52,967)

(30,670)

(7,663)

(299,902)

Other income and costs

857

488

(75)

11

1,281

Gross operating profit (loss) (EBITDA)

50,521

11,876

10,110

(7,652)

64,855

Depreciation, amortization and impairment of

(10,249)

(1,899)

(2,824)

(2,211)

(17,183)

non-current assets

Right-of-use depreciation

(19,664)

(1,037)

(2,697)

(107)

(23,505)

Operating profit (loss) before the depreciation

20,608

8,940

4,589

(9,970)

24,167

and amortization of PPA related assets (EBITA)

PPA related depreciation, amortization and

(7,822)

(322)

(1,533)

-

(9,677)

impairment

Operating profit (loss) (EBIT)

12,786

8,618

3,056

(9,970)

14,490

Income, expenses, revaluation and adjustments of financial assets

Net financial expenses

Exchange differences and non-hedge accounting instruments

23

(6,760)

(254)

Profit (loss) before tax

7,499

Tax

(2,428)

Net profit (loss)

5,071

Profit (loss) of minority interests

(72)

Net profit (loss) attributable to the Group

5,143

(€ thousands)

First quarter 2020 - Only recurring operations

EMEA

Americas

Asia Pacific

Corporate

Total

Revenues from sales and services

258,266

64,355

40,855

-

363,476

Gross operating profit (loss) (EBITDA)

50,521

11,876

10,110

(7,652)

64,855

Operating profit (loss) before the depreciation

20,608

8,940

4,589

(9,970)

24,167

and amortization of PPA related assets (EBITA)

Operating profit (loss) (EBIT)

12,786

8,618

3,056

(9,970)

14,490

Profit (loss) before tax

7,499

Net profit (loss) attributable to the Group

5,143

  1. For the purposes of reporting on income statement figures by geographic area, please note that the Corporate structures are included in EMEA.

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(€ thousands)

First quarter 2019

EMEA

Americas

Asia Pacific

Corporate

Total

Revenues from sales and services

283,763

63,102

44,415

693

391,973

Operating costs

(223,567)

(50,517)

(30,374)

(10,301)

(314,759)

Other income and costs

255

132

(74)

(10)

303

Gross operating profit (loss) (EBITDA)

60,451

12,717

13,967

(9,618)

77,517

Depreciation, amortization and impairment

(10,095)

(1,244)

(1,729)

(2,018)

(15,086)

of non-current assets

Right-of-use depreciation

(17,961)

(867)

(2,367)

-

(21,195)

Operating profit (loss) before the

depreciation and amortization of PPA

32,395

10,606

9,871

(11,636)

41,236

related assets (EBITA)

PPA related depreciation, amortization and

(6,569)

(261)

(1,470)

(62)

(8,362)

impairment

Operating profit (loss) (EBIT)

25,826

10,345

8,401

(11,698)

32,874

Income, expenses, revaluation and

72

adjustments of financial assets

Net financial expenses

(6,495)

Exchange differences and non-hedge

(159)

accounting instruments

Profit (loss) before tax

26,292

Tax

(8,555)

Net profit (loss)

17,737

Profit (loss) of minority interests

(11)

Net profit (loss) attributable to the Group

17,748

(€ thousands)

First quarter 2019 - Only recurring operations

EMEA

Americas

Asia Pacific

Corporate

Total

Revenues from sales and services

283,763

63,102

44,415

693

391,973

Gross operating profit (loss) (EBITDA)

61,876

12,717

13,967

(9,618)

78,942

Operating profit (loss) before the

depreciation and amortization of PPA

33,819

10,606

9,871

(11,635)

42,661

related assets (EBITA)

Operating profit (loss) (EBIT)

27,251

10,345

8,401

(11,698)

34,299

Profit (loss) before tax

27,717

Net profit (loss) attributable to the Group

18,810

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Interim Financial Report as at 31 March 2020 > Interim Management Report

Revenues from sales and services

(€ thousands)

First quarter 2020

First quarter 2019

Change

Change %

Revenues from sales and

363,476

391,973

(28,497)

-7.3%

services

Consolidated revenues from sales and services amounted to €363,476 thousand in the first three months of 2020, down €28,497 thousand (-7.3%) against the comparison period. This decline is attributable entirely to the Covid-19 outbreak, which started in China at the end of January, and then spread to Italy in March, followed by the other markets in which the Group operates. The containment measures put into place by the governmental authorities, which refer mainly to social distancing and mandatory closure of stores in countries like China, India and New Zealand, resulted in a decided decrease in store hours and, consequently, commercial activity which caused revenues to fall considerably in March. The quarter, therefore, closed with organic growth that was negative for €37,244 thousand (-9.5%), while at the end of February it was 7.4% higher than in the first two months of 2019. The contribution of acquisitions was positive for €8,945 thousand (+2.3%), net of the disposal of Makstone (Turkey) completed in the fourth quarter of 2019, driven by the bolt-on acquisitions made in France and Germany and the Attune Hearing Pty Ltd acquisition (Australia). The foreign exchange differences had a negative impact of €198 thousand (-0.1%).

The following table shows the breakdown of revenues from sales and services by segment.

Change %

in local

(€ thousands)

Q1 2020

% on Total

Q1 2019

% on Total

Change

Change %

Exchange diff.

currency

EMEA

258,266

71.1%

283,763

72.4%

(25,497)

-9.0%

1,103

-9.4%

Americas

64,355

17.7%

63,102

16.1%

1,253

2.0%

448

1.3%

Asia Pacific

40,855

11.2%

44,415

11.3%

(3,560)

-8.0%

(1,749)

-4.1%

Corporate

-

0.0%

693

0.2%

(693)

-100.0%

-

-100.0%

Total

363,476

100.0%

391,973

100.0%

(28,497)

-7.3%

(198)

-7.2%

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Interim Financial Report as at 31 March 2020 > Interim Management Report

Europe, Middle East and Africa

(€ thousands)

First quarter 2020

First quarter 2019

Change

Change %

Revenues from sales and

258,266

283,763

(25,497)

-9.0%

services

Revenues from sales and services amounted to €258,266 thousand in the first three months of 2020, down €25,497 thousand (-9.0%) against the comparison period. The decline is attributable entirely to Covid-19 which, in this area, had already begun to spread at the end of February. The quarter closed with organic growth that was negative for €32,384 thousand (- 11.4%), while at the end of February it was 7.5% higher than in the first two months of 2019. The contribution of acquisitions, made mainly in France and Germany and net of the disposal of Makstone (Turkey) completed in the fourth quarter of 2019, was positive for €5,784 thousand (+2.0%). The foreign exchange differences had a positive impact of €1,103 thousand (+0.4%) due to the strengthening of the Swiss Franc and the British Pound against the Euro.

Italy, Spain and France were affected the most by the pandemic as the shelter-in-place measures were enacted first and were also more restrictive compared to countries like Germany, the Netherlands, Switzerland, Belgium and Luxembourg where the impact was more contained, at least in March.

Americas

(€ thousands)

First quarter 2020

First quarter 2019

Change

Change %

Revenues from sales and

64,355

63,102

1,253

2.0%

services

Revenues from sales and services amounted to €64,355 thousand in the first three months of 2020, an increase, despite Covid-19 restrictions, of €1,253 thousand (+2.0%) against the comparison period. The quarter closed with organic growth of €412 thousand (+0.7%), while at the end of February an increase of +15.3% against the first two months of 2019 was recorded. The contribution of acquisitions, mainly in Canada, was positive for €393 thousand (+0.6%). The foreign exchange differences had a positive impact of €448 thousand (+0.7%) due to the strengthening of the USD against the Euro.

Despite the negative impact of Covid-19 in the second half of March, the United State reported revenue growth of +1.3% thanks to the solid performances of Miracle-Ear and AHHC recorded up until this time.Canada benefitted from the contribution of acquisitions, while double-digit growth was recorded in Latin America as the Covid outbreak only started to affect sales in the latter part of March resulting in the mandatory closure of points of sale in Ecuador, Argentina

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Interim Financial Report as at 31 March 2020 > Interim Management Report

and a few zones in Chile, while the closures in Columbia were voluntary given the lack of customer traffic.

Asia Pacific

(€ thousands)

First quarter 2020

First quarter 2019

Change

Change %

Revenues from sales and

40,855

44,415

(3,560)

-8.0%

services

Revenues from sales and services amounted to €40,855 thousand in the first three months of year, down €3,560 thousand (-8.0%) against the comparison period explained primarily by Covid-19. The quarter closed with organic growth that was negative for €4,579 thousand (- 10.3%), noticeably higher than the drop of 2.5% recorded in the first two months of 2019. Acquisitions made a positive contribution of €2,768 thousand (+6.2%) thanks to the Attune Hearing Pty Ltd acquisition completed in the first part of February. The foreign exchange differences were negative for €1,749 thousand (-3.9%).

Revenues in local currency fell by -4.1%. In Australia the negative performance is attributable to the bushfires, which continued throughout January and were only definitively extinguished at the beginning of March, as well as the Covid-19 containment measures enacted at the end of the quarter which were less stringent than in other markets. The containment ordinances in New Zealand, China and India resulted in the closure of all the network stores, albeit at different times.

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Interim Financial Report as at 31 March 2020 > Interim Management Report

Gross operating profit (EBITDA)

(€ thousands)

First quarter 2020

First quarter 2019

Recurring

Non-recurring

Total

Recurring

Non-recurring

Total

Gross operating profit (EBITDA)

64,855

-

64,855

78,942

(1,425)

77,517

Gross operating profit (EBITDA) amounted to €64,855 thousand in the first three months of 2020, a drop of €12,662 thousand (-16.3%) with respect to the comparison period. The impact of the positive exchange differences was immaterial (€9 thousand). This decrease reflects the lower absorption of fixed costs attributable to the decline in revenues caused by the Covid-19 outbreak and the costs associated directly with the crisis which totaled roughly €1.3 million.

The EBITDA margin was -2.0 p.p. lower than in the comparison period, coming in at 17.8%.

No non-recurring expenses were incurred in the reporting period, while non-recurring expenses relating to the GAES integration of €1,425 thousand were incurred in the prior year. Net of this item, EBITDA was down €14,087 thousand (-17.8%) in the first three months of the year, with an EBITDA margin that was -2.3 p.p. lower than in the first three months of 2019.

The following table shows a breakdown of EBITDA by segment.

Q1 2020

EBITDA

Q1 2019

EBITDA

Change

Change %

(€ thousands)

Margin

Margin

EMEA

50,521

19.6%

60,451

21.3%

(9,930)

-16.4%

Americas

11,876

18.5%

12,717

20.2%

(841)

-6.6%

Asia Pacific

10,110

24.7%

13,967

31.4%

(3,857)

-27.6%

Corporate (*)

(7,652)

-2.1%

(9,618)

-2.5%

1,966

20.4%

Total

64,855

17.8%

77,517

19.8%

(12,662)

-16.3%

The table below shows the breakdown of the EBITDA by segment with reference to the recurring operations.

Q1 2020

EBITDA

Q1 2019

EBITDA

Change

Change %

(€ thousands)

Margin

Margin

EMEA

50,521

19.6%

61,876

21.8%

(11,355)

-18.4%

Americas

11,876

18.5%

12,717

20.2%

(841)

-6.6%

Asia Pacific

10,110

24.7%

13,967

31.4%

(3,857)

-27.6%

Corporate (*)

(7,652)

-2.1%

(9,618)

-2.5%

1,966

20.4%

Total

64,855

17.8%

78,942

20.1%

(14,087)

-17.8%

(*) Centralized costs are shown as a percentage of the Group's total sales.

24

Interim Financial Report as at 31 March 2020 > Interim Management Report

Europe, Middle East and Africa

Gross operating profit (EBITDA) amounted to €50,521 thousand in the first three months of the year, a decrease of €9,930 thousand (-16.4%) against the comparison period explained by the drop in revenues, resulting in lower absorption of fixed costs, and the costs associated directly with the health crisis of €1.1 million. The foreign exchange differences had a positive impact of €278 thousand.

The EBITDA margin came to 19.6%, a decrease of -1.7 p.p. compared to the first quarter of 2019.

Non-recurring expenses relating to the GAES integration of €1,425 thousand were incurred in the comparison period. Net of this item, EBITDA was down €11,355 thousand (-18.4%) in the first three months of the year, with an EBITDA margin that was -2.2 p.p. lower than in the first three months of 2019.

Americas

Gross operating profit (EBITDA) amounted to €11,876 thousand in the first three months of the year, a decrease of €841 thousand (-6.6%) with respect to the comparison period attributable to the slowdown in revenue growth and the costs directly associated with the health crisis of €0.1 million. The decline was mitigated by a positive foreign exchange difference of €206 thousand. The EBITDA margin came to 18.5%, a decrease of -1.7 p.p. compared to the first three months of 2019.

Asia Pacific

Gross operating profit (EBITDA) amounted to €10,110 thousand in the first three months of the year, a decrease of €3,857 thousand (-27.6%) with respect to the comparison period explained by the drop in revenues, resulting in lower absorption of fixed costs, and the costs associated directly with the health crisis of €0.1 million. The result also reflects negative exchange differences of €476 thousand. The EBITDA margin came to 24.7%, -6.7 p.p lower than in the first three months of 2019.

Corporate

The net cost of centralized Corporate functions (corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8 amounted to €7,652 thousand in the first three months of 2020 (2.1% of the revenues generated by the Group's sales and services), a decrease of €1,966 thousand with respect to the same period of the prior year. The figure also reflects the revised estimated cost of the company management incentive plans due to the decline in the number of assignable rights given the impact that the health crisis will have on the Group's results.

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Interim Financial Report as at 31 March 2020 > Interim Management Report

Operating profit (EBIT)

(€ thousands)

First quarter 2020

First quarter 2019

Recurring

Non-recurring

Total

Recurring

Non-

Total

recurring

Operating profit (EBIT)

14,490

-

14,490

34,299

(1,425)

32,874

Operating profit (EBIT) amounted to €14,490 thousand in the first three months of 2020, a decrease of €18,384 thousand (-55.9%) with respect to the comparison period, offset slightly by the positive foreign exchange differences of €159 thousand.

The EBIT margin came to 4.0%, a decrease of -4.4 p.p. against the comparison period.

No non-recurring expenses were incurred in the reporting period while in the first quarter of 2019 EBIT was impacted by the same non-recurring costs of €1,425 thousand commented on in the section relating to EBITDA. Net of this item EBIT would have come to €19,809 thousand (- 57.8%), with an EBIT margin that was -4.8 p.p. lower than in the comparison period.

With respect to the gross operating profit (EBITDA), EBIT was also influenced by higher depreciation and amortization as a result of the opening of new stores, investments in IT systems, as well as higher amortization for right-of-use assets.

The following table shows a breakdown of EBIT by segment.

Q1 2020

EBITDA

Q1 2019

EBITDA

Change

Change %

(€ thousands)

Margin

Margin

EMEA

12,786

5.0%

25,826

9.1%

(13,040)

-50.5%

Americas

8,618

13.4%

10,345

16.4%

(1,727)

-16.7%

Asia Pacific

3,056

7.5%

8,401

18.9%

(5,345)

-63.6%

Corporate (*)

(9,970)

-2.7%

(11,698)

-3.0%

1,728

14.8%

Total

14,490

4.0%

32,874

8.4%

(18,384)

-55.9%

The following table shows the breakdown of EBIT by segment with reference to the recurring transactions:

Q1 2020

EBITDA

Q1 2019

EBITDA

Change

Change %

(€ thousands)

Margin

Margin

EMEA

12,786

5.0%

27,251

9.6%

(14,465)

-53.1%

Americas

8,618

13.4%

10,345

16.4%

(1,727)

-16.7%

Asia Pacific

3,056

7.5%

8,401

18.9%

(5,345)

-63.6%

Corporate (*)

(9,970)

-2.7%

(11,698)

-3.0%

1,728

14.8%

Total

14,490

4.0%

34,299

8.8%

(19,809)

-57.8%

(*) Centralized costs are shown as a percentage of the Group's total sales.

26

Interim Financial Report as at 31 March 2020 > Interim Management Report

Europe, Middle East and Africa

In the first three months of 2020 operating profit (EBIT) amounted to €12,786 thousand, a decrease of €13,040 thousand (-50.5%), including the positive foreign exchange differences of €154 thousand. The EBIT margin came to 5.0% (-4.1 p.p. against the first three months of 2019).

In the comparison period EBIT was impacted by the same non-recurring costs of €1,425 thousand commented on in the section relating to EBITDA. Net of this item EBIT would have come to €14,465 thousand (-53.1%), with an EBIT margin that was -4.6 p.p. lower than in the comparison period.

Americas

In the first three months of 2020 operating profit (EBIT) benefitted from positive foreign exchange differences of €260 thousand but fell €1,727 thousand (-16.7%) against the comparison period to €8,618 thousand. The EBIT margin came to 13.4%, down -3.0 p.p. against the first quarter of 2019.

Asia Pacific

In the first three months of 2020 operating profit (EBIT) fell €5,345 thousand (-63.6%) to €3,056 thousand due also to the negative foreign exchange differences of €257 thousand. The EBIT margin came to 7.5%, a decrease of -11.4 p.p. compared to the first quarter of 2019.

Corporate

The net costs of centralized Corporate functions at the EBIT level amounted to €9,970 thousand in the first three months of 2020 (2.7% of the revenues generated by the Group's sales and services), a decrease of €1,728 thousand with respect to the comparison period.

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Interim Financial Report as at 31 March 2020 > Interim Management Report

Profit before tax

(€ thousands)

First quarter 2020

First quarter 2019

Recurring

Non-recurring

Total

Recurring

Non-recurring

Total

Profit before tax

7,499

-

7,499

27,717

(1,425)

26,292

Profit before tax amounted to €7,499 thousand in the first three months of 2020, a drop of €18,793 thousand (-71.5%) with respect to the comparison period which reflects the decrease in EBIT described above net of the slight increase in financial expenses stemming from the increase in gross debt following the Eurobond issued in mid-February. The gross profit margin came to 2.1% (-4.6 p.p. against the comparison period).

The result for first quarter 2019 was impacted by the same non-recurring costs of €1,425 thousand commented on in the section relating to EBITDA. Net of this item profit before tax would have been €20,218 thousand lower (-72.9%), while the gross profit margin would have been down by -5.0 p.p. against the comparison period.

Group net profit

(€ thousands)

First quarter 2020

First quarter 2019

Recurring

Non-recurring

Total

Recurring

Non-

Total

recurring

Group net profit

5,143

-

5,143

18,810

(1,062)

17,748

The Group's net profit came to €5,143 thousand in the first three months of 2020, down €12,605 thousand (-71.0%) against the comparison period, with a profit margin of 1.4% (-3.1 p.p. compared to the comparison period).

The result posted in the comparison period was impacted for €1,062 thousand by the same non-recurring costs commented on in the section relating to EBITDA, net of the tax effect. The decrease in recurring net profit reached €16,667 thousand (-72.7%), with a profit margin that was down -3.4 p.p. compared to the comparison period. This decrease is largely in line with the profit before tax commented on above. The period tax rate was 32.4% compared to 32.5% in the comparison period.

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Interim Financial Report as at 31 March 2020 > Interim Management Report

BALANCE SHEET REVIEW

Consolidated balance sheet by geographical area (*)

(€ thousands)

03/31/2020

EMEA

Americas

Asia Pacific

Eliminations

Total

Goodwill

848,693

124,421

248,761

-

1,221,875

Non-competition agreements, trademarks,

221,939

9,613

36,685

-

268,237

customer lists and lease rights

Software, licenses, other intangible fixed

assets, fixed assets in progress and

69,668

20,352

8,215

-

98,235

advances

Tangible assets

156,322

9,730

26,481

-

192,533

Right-of-use assets

362,673

17,249

37,375

-

417,297

Financial fixed assets

4,353

34,238

-

-

38,591

Other non-current financial assets

29,779

416

1,078

-

31,273

Non-current assets

1,693,427

216,019

358,595

-

2,268,041

Inventories

62,377

4,368

4,128

-

70,873

Trade receivables

111,753

41,383

15,333

(15,254)

153,215

Other receivables

70,222

7,745

8,586

(7)

86,546

Current assets (A)

244,352

53,496

28,047

(15,261)

310,634

Operating assets

1,937,779

269,515

386,642

(15,261)

2,578,675

Trade payables

(142,220)

(43,387)

(19,229)

15,254

(189,582)

Other payables

(234,479)

(14,637)

(21,238)

7

(270,347)

Provisions for risks and charges (current

(4,162)

(538)

-

-

(4,700)

portion)

Current liabilities (B)

(380,861)

(58,562)

(40,467)

15,261

(464,629)

Net working capital (A) - (B)

(136,509)

(5,066)

(12,420)

-

(153,995)

Derivative instruments

(3,726)

-

-

-

(3,726)

Deferred tax assets

72,953

682

5,139

-

78,774

Deferred tax liabilities

(70,607)

(18,869)

(10,746)

-

(100,222)

Provisions for risks and charges (non-

(15,990)

(26,404)

(751)

-

(43,145)

current portion)

Liabilities for employees' benefits (non-

(24,222)

(129)

(412)

-

(24,763)

current portion)

Loan fees

6,655

-

-

-

6,655

Other non-current liabilities

(131,870)

(8,617)

(2,047)

-

(142,534)

NET INVESTED CAPITAL

1,390,111

157,616

337,358

-

1,885,085

Group net equity

665,319

Minority interests

950

Total net equity

666,269

Net medium and long-term financial

838,944

indebtedness

Net short-term financial indebtedness

(48,200)

Total net financial indebtedness

790,744

Lease liabilities

428,072

Total lease liabilities & net financial

indebtedness

1,218,816

NET EQUITY, LEASE LIABILITIES AND NET

1,885,085

FINANCIAL INDEBTEDNESS

29

Interim Financial Report as at 31 March 2020 > Interim Management Report

  1. The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.

(€ thousands)

12/31/2019

EMEA

Americas

Asia Pacific

Eliminations

Total

Goodwill

839,802

126,418

249,291

-

1,215,511

Non-competition agreements, trademarks,

224,288

10,189

35,830

-

270,307

customer lists and lease rights

Software, licenses, other intangible fixed

assets, fixed assets in progress and

67,386

20,068

9,747

-

97,201

advances

Tangible assets

158,390

10,450

27,739

-

196,579

Right-of-use assets

361,739

18,300

38,390

-

418,429

Financial fixed assets

3,797

41,090

-

44,887

Other non-current financial assets

30,833

389

1,060

-

32,282

Non-current assets

1,686,235

226,904

362,057

-

2,275,196

Inventories

55,834

4,433

4,325

-

64,592

Trade receivables

156,933

44,125

19,179

(15,018)

205,219

Other receivables

64,690

6,811

7,631

(3,134)

75,998

Current assets (A)

277,457

55,369

31,135

(18,152)

345,809

Operating assets

1,963,692

282,273

393,192

(18,152)

2,621,005

Trade payables

(127,909)

(40,928)

(23,571)

15,018

(177,390)

Other payables

(247,315)

(18,056)

(22,590)

3,134

(284,827)

Provisions for risks and charges (current

(3,650)

(592)

-

(4,242)

portion)

Current liabilities (B)

(378,874)

(59,576)

(46,161)

18,152

(466,459)

Net working capital (A) - (B)

(101,417)

(4,207)

(15,026)

-

(120,650)

Derivative instruments

(8,763)

-

-

-

(8,763)

Deferred tax assets

73,434

3,400

4,593

-

81,427

Deferred tax liabilities

(70,398)

(21,265)

(10,448)

-

(102,111)

Provisions for risks and charges (non-

(17,620)

(32,406)

(264)

-

(50,290)

current portion)

Liabilities for employees' benefits (non-

(24,143)

(130)

(1,008)

-

(25,281)

current portion)

Loan fees

1,611

-

-

-

1,611

Other non-current liabilities

(133,005)

(8,714)

(1,982)

-

(143,701)

NET INVESTED CAPITAL

1,405,934

163,582

337,922

-

1,907,438

Group net equity

695,031

Minority interests

1,084

Total net equity

696,115

Net medium and long-term financial

752,648

indebtedness

Net short-term financial indebtedness

34,050

Total net financial indebtedness

786,698

Lease liabilities

Total lease liabilities & net financial indebtedness

NET EQUITY, LEASE LIABILITIES AND NET FINANCIAL INDEBTEDNESS

424,625

1,211,323

1,907,438

30

Interim Financial Report as at 31 March 2020 > Interim Management Report

Non-current assets

Non-current assets amounted to €2,268,041 thousand at 31 March 2020, a decrease of €7,155 thousand against the €2,275,196 thousand recorded at 31 December 2019.

The changes in the period are explained (i) for €17,803 thousand by capital expenditure; (ii) for €22,557 thousand by right-of-use assets; (iii) for €54,013 thousand by acquisitions; (iv) for €50,365 thousand by depreciation, amortization and impairment which includes the amortization of the above right-of-use assets; (v) for €51,163 thousand by other net decreases relating primarily to foreign exchange losses.

The following table shows the breakdown of non-current assets by geographical region:

(€ thousands)

03/31/2020

12/31/2019

Change

Goodwill

848,693

839,802

8,891

Non-competition agreements, trademarks, customer lists and lease

221,939

224,288

(2,349)

rights

Software, licenses, other intangible fixed assets, fixed assets in

69,668

67,386

2,282

progress and advances

EMEA

Tangible assets

156,322

158,390

(2,068)

Right-of-use assets

362,673

361,739

934

Financial fixed assets

4,353

3,797

556

Other non-current financial assets

29,779

30,833

(1,054)

Non-current assets

1,693,427

1,686,235

7,192

Goodwill

124,421

126,418

(1,997)

Non-competition agreements, trademarks, customer lists and lease

9,613

10,189

(576)

rights

Software, licenses, other intangible fixed assets, fixed assets in

20,352

20,068

284

progress and advances

Americas

Tangible assets

9,730

10,450

(720)

Right-of-use assets

17,249

18,300

(1,051)

Financial fixed assets

34,236

41,090

(6,854)

Other non-current financial assets

418

389

29

Non-current assets

216,019

226,904

(10,885)

Goodwill

248,761

249,291

(530)

Non-competition agreements, trademarks, customer lists and lease

36,685

35,830

855

rights

Software, licenses, other intangible fixed assets, fixed assets in

8,215

9,747

(1,532)

progress and advances

Asia Pacific

Tangible assets

26,481

27,739

(1,258)

Right-of-use assets

37,375

38,390

(1,015)

Financial fixed assets

-

-

-

Other non-current financial assets

1,078

1,060

18

Non-current assets

358,595

362,057

(3,462)

31

Interim Financial Report as at 31 March 2020 > Interim Management Report

Europe, Middle East and Africa

Non-current assets amounted to €1,693,427 thousand at 31 March 2020, an increase of €7,192 thousand against the €1,686,235 thousand recorded at 31 December 2019.

The increase is explained:

  • for €13,939 thousand, by acquisitions;
  • for €7,289 thousand, by investments in plant, property and equipment, relating primarily to the opening of new and renewal of existing stores;
  • for €6,833 thousand, by investments in intangible assets, relating primarily to further improvements of the CRM systems, digital marketing and a new business transformation system for back office functions (Human Resources, Procurement, Administration and Finance);
  • for €20,958 thousand, by right-of-use assets;
  • for €40,053 thousand, by amortization, depreciation and impairment which includes the amortization and depreciation of the right-of-use assets referred to above;
  • for €1,774 thousand, by other net decreases.

Americas

Non-current assets amounted to €216,019 thousand at 31 March 2020, a decrease of €10,885 thousand against the €226,904 thousand recorded at 31 December 2019.

The decrease is explained:

  • for €258 thousand, by investments in plant, property and equipment;
  • for €1,789 thousand, by investments in intangible assets;
  • for €736 thousand, by right-of-use assets;
  • for €110 thousand, by acquisitions;
  • for €3,258 thousand, by amortization and depreciation which includes the amortization and depreciation of the right-of-use assets referred to above;
  • for €10,520 thousand, by other net decreases relating primarily to foreign exchange losses.

32

Interim Financial Report as at 31 March 2020 > Interim Management Report

Asia Pacific

Non-current assets amounted to €358,595 thousand at 31 March 2020, a decrease of €3,462 thousand against the €362,057 thousand recorded at 31 December 2019.

The decrease is explained:

  • for €1,530 thousand, by investments in plant, property and equipment;
  • for €104 thousand, by investments in intangible assets;
  • for €863 thousand, by right-of-use assets;
  • for €7,054 thousand, by amortization and depreciation which includes the amortization and depreciation of the right-of-use assets referred to above;
  • for €39,964 thousand, by acquisitions;
  • for €38,869 thousand, by other net decreases relating primarily to foreign exchange losses.

Net invested capital

Net invested capital came to €1,885,085 thousand at 31 March 2020, a decrease of €22,353 thousand against the €1,907,438 thousand recorded at 31 December 2019.

This decrease is attributable to the change in non-current assets described above and to the worsening in working capital.

The following table shows the breakdown of net invested capital by geographical area.

(€ thousands)

03/31/2020

12/31/2019

Change

EMEA

1,390,111

1,405,934

(15,823)

Americas

157,616

163,582

(5,966)

Asia Pacific

337,358

337,922

(564)

Total

1,885,085

1,907,438

(22,353)

33

Interim Financial Report as at 31 March 2020 > Interim Management Report

Europe, Middle East and Africa

Net invested capital came to €1,390,111 thousand at 31 March 2020, a decrease of €15,823 thousand against the €1,405,934 thousand recorded at 31 December 2019.

This decrease is attributable to the change in non-current assets described above and to the worsening in working capital.

Factoring without recourse in the period involved trade receivables with a face value of €18,905 thousand (€18,738 thousand in the same period of the prior year).

Americas

Net invested capital came to €157,616 thousand at 31 March 2020, a decrease of €5,966 thousand against the €163,582 thousand recorded at 31 December 2019.

This decrease is attributable to the change in non-current assets described above partially offset by the decrease of medium-long term liabilities and of deferred taxes.

Asia Pacific

Net invested capital came to €337,358 thousand at 31 March 2020, a decrease of €564 thousand against the €337,922 thousand recorded at 31 December 2019.

The decrease is attributable to the change in non-current assets described largely offset by the positive change in working capital.

34

Interim Financial Report as at 31 March 2020 > Interim Management Report

Net Financial Position

(€ thousands)

03/31/2020

12/31/2019

Change

Net medium and long-term financial indebtedness

838,944

752,648

86,296

Net short-term financial indebtedness

223,932

172,421

51,511

Cash and cash equivalents

(272,132)

(138,371)

(133,761)

Net financial indebtedness

790,744

786,698

4,046

Group net equity

665,319

695,031

(29,712)

Minority interests

950

1,084

(134)

Net Equity

666,269

696,115

(29,846)

Financial indebtedness/Group net equity

1.19

1.13

Financial indebtedness/net equity

1.19

1.13

Financial indebtedness/EBITDA

1.99

1.90

Net financial indebtedness, excluding lease liabilities, amounted to €790,744 thousand at 31 March 2020 reporting an increase of €4,046 thousand with respect to the amount at 31 December 2019.

The ability of ordinary operations to generate excellent cash flow was confirmed with free cash flow coming in at a positive €44,179 thousand (€16,241 thousand in the first three months of the prior year) after absorbing capital expenditure of €16,473 thousand (€18,601 thousand in the first quarter of 2019) and made it possible to sustain the net cash-outs made in the period for acquisitions (€41,745 thousand).

At 31 March 2020 the Group's total financial indebtedness, excluding lease liabilities, amounted to €790,744 thousand net of cash and cash equivalents totaling €272,132 thousand.

Long-term debt amounts to €838,944 thousand, €18,155 thousand of which reflects the long- term portion of deferred payments for acquisitions. The increase of €86,296 thousand is attributable to the issue of a €350,000 thousand bond (Eurobond 2020-2027) which made it possible to noticeably extend the average debt maturity and was used largely to repay a portion of the syndicated loan used for the GAES acquisition (€265,000 thousand).

Short-term debt amounts to €223,932 thousand, reporting an increase of €51,511 thousand with respect to the amount at 31 December 2019.

In addition to the hot money (140,000 thousand), drawn on in light of the Covid-19 health crisis to ensure that the company has a liquidity reserve, the short-term portion of debt includes the short-term portion of the syndicated loan used to finance the GAES acquisition (of which €39,750 thousand was repaid in April with the proceeds of the Eurobond issue), the short-term portion of the private placement (€18,255 thousand), the short-term portion of other long- term bank loans (€6,666 thousand), interest payable on bank loans and the private placement (€2,972 thousand) and the best estimate of the deferred payments for acquisitions (€10,672 thousand).

35

Interim Financial Report as at 31 March 2020 > Interim Management Report

The chart below shows debt maturities comparing them with the available cash and cash equivalents of €272.132 million and the unutilized portions of irrevocable credit lines which amount to €195 million. The others available credit lines amount to €102.8 million.

Debt Maturity & Cash Equivalents at 03.31.2020

350,0

1.062,9

(€ million)

Eurobond

Other bank loans

Private placement

38,8

Bilateral revolving committed medium-term lines

46,6

Bank loans for GAES acquisition

58,3

79,5

Hot money, bank overdraft and accrued interest

Debt for acquisition and Others

128,3

79,5

Gross debt

Cash

17,3

3,3

15,5

3,3

39,8

39,8

0,8

150,5

0,5

1,3

0,7

1,7

7,3

-272,1

-195,0

In April 2020 the Group further strengthened its financial structure by signing/receiving irrevocable commitments with banks to sign new long-term loan agreements and committed credit lines for a total of €278 million and to extend the maturity of €210 million in existing committed credit lines to 2024 and 2025.

Interest expense on financial indebtedness amounted to €3,734 thousand at 31 March 2020, compared to €3,632 thousand at 31 March 2019.

The interest expense on leases accounted for in accordance with IFRS 16 amounted to €2,708 thousand compared to €2,842 thousand at 31 March 2019.

Interest income on bank deposits came to €36 thousand at 31 March 2020, compared to €30 thousand at 31 March 2019.

The reasons for the changes in net financial indebtedness are described in the next section on the statement of cash flows.

36

Interim Financial Report as at 31 March 2020 > Interim Management Report

CASH FLOW

The reclassified statement of cash flows shows the change in net financial indebtedness from the beginning to the end of the period.

Pursuant to IAS 7 the financial statements include a statement of cash flows that shows the change in cash and cash equivalents from the beginning to the end of the period.

(€ thousands)

First quarter 2020

First quarter 2019

OPERATING ACTIVITIES

Net profit (loss) attributable to the Group

5,143

17,748

Minority interests

(72)

(11)

Amortization, depreciation and impairment:

- Intangible fixed assets

15,204

13,610

- Tangible fixed assets

11,656

9,839

- Right-of-use assets

23,505

21,194

Total amortization, depreciation and impairment

50,365

44,643

Provisions, other non-monetary items and gain/losses from disposals

2,420

7,760

Group's share of the result of associated companies

(23)

(72)

Financial income and charges

7,014

6,654

Current and deferred income taxes

2,428

8,555

Change in assets and liabilities:

- Utilization of provisions

(2,748)

(1,150)

- (Increase) decrease in inventories

(8,406)

(6,903)

- Decrease (increase) in trade receivables

51,869

(757)

- Increase (decrease) in trade payables

12,324

(20,380)

- Changes in other receivables and other payables

(30,189)

10,517

Total change in assets and liabilities

22,850

(18,673)

Dividends received

-

-

Net interest charges

(5,863)

(5,733)

Taxes paid

(3,487)

(6,395)

Cash flow provided by (used in) operating activities before repayment of lease liabilities

80,775

54,476

Repayment of lease liabilities

(20,123)

(19,634)

Cash flow generated from (absorbed) by operating activities

60,652

34,842

INVESTING ACTIVITIES:

Purchase of intangible fixed assets

(8,726)

(5,843)

Purchase of tangible fixed assets

(9,077)

(13,140)

Consideration from sale of tangible fixed assets and businesses

1,330

382

Cash flow generated from (absorbed) by investing activities

(16,473)

(18,601)

Cash flow generated from operating and investing activities (Free cash flow)

44,179

16,241

Business combinations (*)

(41,745)

(14,364)

(Purchase) sale of other investments and securities

-

-

Net cash flow generated from acquisitions

(41,745)

(14,364)

Cash flow generated from (absorbed) by investing activities

(58,218)

(32,965)

37

Interim Financial Report as at 31 March 2020 > Interim Management Report

(€ thousands)

First quarter 2020

First quarter 2019

FINANCING ACTIVITIES:

Fees paid on medium/long-term financing

(5,043)

-

Other non-current assets

134

1,089

Cash flow generated from (absorbed) by financing activities

(4,909)

1,089

Changes in net financial indebtedness

(2,475)

2,966

Net financial indebtedness at the beginning of the period

(786,698)

(840,856)

Effect of discontinued operations on net financial indebtedness

-

-

Effect of exchange rate fluctuations on net financial indebtedness

(1,571)

(93)

Changes in net indebtedness

(2,475)

2,966

Net financial indebtedness at the end of the period

(790,744)

(837,983)

(*) The item refers to the net cash flows used in the acquisition of businesses and equity investments.

The change in net financial debt of €2,475 thousand is attributable to:

  1. Investing activities:
    • capital expenditure on property, plant and equipment and intangible assets of €17,803 thousand relating primarily to the opening, renewal and repositioning of stores consistent with Amplifon's new brand image, CRM systems, digital marketing, as well as a new ERP system for back office functions (Human Resources, Procurement, Administration and Finance);
      Beginning, however, in March and in light of the Covid-19 outbreak, capex was limited to property, plant and equipment and intangible assets deemed essential to the Group's operations and which represent roughly 20-25% of the average annual capex;
    • acquisitions amounting to €41,745 thousand, including the impact of the acquired companies' debt and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years. Acquisitions were also suspended temporarily beginning in March;
    • net proceeds from the disposal of assets of €1,330 thousand.
  2. Operating activities:
    • interest expense on financial indebtedness and other net financial expenses of €5,863 thousand;
    • payment of taxes amounting to €3,487 thousand;
    • payment of principle on lease obligations of €20,123 thousand;
    • cash flow generated by operations of €90,125 thousand.
  3. Financing activities which show a negative balance of €4,909 thousand, attributable mainly to the payment of fees relating to a bond issue (Eurobond 2020-2027).

Net debt was also impacted by negative foreign exchange differences of €1,571 thousand. During the first quarter of 2020 the cash flow has been negatively impacted by non-recurring transactions related to the GAES integration costs occurred during 2019 for €777 thousand.

38

Interim Financial Report as at 31 March 2020 > Interim Management Report

ACQUISITION OF COMPANIES AND BUSINESSES

Prior to the temporary suspension of acquisitions beginning in March in order to protect cash flow from the financial impact of the Covid-19 outbreak, the Group's external growth had continued. In the first three months of 2020, 75 points of sale were acquired for a total investment of €41,745 thousand, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years.

More in detail during the first three months of 2020:

  • 5 points of sale were acquired in France;
  • 10 points of sale were acquired in Germany;
  • 6 points of sale were acquired in Belgium;
  • 54 new points of sale were added to the Group as a result of the acquisition of Attune Hearing Pty Ltd in Australia.

COVID-19 EMERGENCY MEASURES

The Company is monitoring the evolution of the Covid-19 outbreak daily with the utmost attention and promptly implemented an effective plan of action to ensure the health and safety of all its people and customers, as well as limit any financial impact.

Measures taken to protect the Company's stakeholders during the Covid-19 crisis

Since the start of the Covid-19 outbreak, the Company's priority has been the health of its people, while ensuring the complete safety of its customers. Amplifon, therefore, instituted a task force at both a Group and country level in order to coordinate and implement immediately all the preventive measures needed to ensure the health of its employees, customers and other stakeholders, in line with the security measures and recommendations indicated by the governmental authorities in the different countries. These measures include the development and adoption of a new Group-widein-store protocol (use of personal protective equipment by hearing care professionals and client advisers, visits on an appointment-only basis following an in-depth telephone medical consultation in order to assess the customers' health conditions, strict social distancing and hygiene procedures, etc.), smart working practices for back-office personnel and other safety measures.

Measures to mitigate the financial impact of the Covid-19 crisis

Given the negative impact on demand in the hearing care retail market due to the restrictive or even general lockdown measures adopted by the governmental authorities in various countries as a result of the Covid-19 crisis, the Company moved very quickly and decisively to implement

39

Interim Financial Report as at 31 March 2020 > Interim Management Report

a series of measures to limit the effects. More in detail, the Company adopted the following cost cutting measures:

  • Labor costs: activation of the social safety nets provided for in the Countries where the Group operates, proportional reduction in variable compensation, voluntary pay cuts by management and a hiring freeze
  • Marketing costs: significant reduction of these costs
  • Other costs: suspension of all discretionary costs and renegotiation of contracts with several suppliers and landlords.

Furthermore, with a view to safeguarding its net financial position, the Company also temporarily suspended all non-essential capex and M&A cash-outs, as well as, as previously announced and approved during the Shareholders' Meeting held on April 24th, 2020, allocated the year's earnings as retained earnings.

Lastly, as described in the section relating to events subsequent to the close of the quarter, in March the Company began refinancing its credit lines in order to increase the availability of financing and irrevocable credit lines by a total of roughly 300 million euros, as well as extend maturities of the loans and the existing irrevocable credit lines. More in detail, in April:

  • new loan agreements were signed for a total of €243 million and new irrevocable credit lines amounting to €15 million, while an additional €20 million in irrevocable credit lines was approved by the banks;
  • the maturities of €180 million in existing loans which expired originally in 2021-2022

were extended to 2024-2025 and the extension through 2025 of an additional €30 million in irrevocable credit lines was approved.

Once the refinancing is completed, the average maturity of Amplifon's debt will be around 5 years and the Company will benefit from a strong liquidity position totaling €550 million including cash on balance sheet and undrawn committed revolving facilities.

40

Interim Financial Report as at 31 March 2020 > Interim Management Report

OUTLOOK

Given the current uncertainty as to the duration and intensity of the health and socio- economic, crisis caused by Covid-19, and the timing of a possible waning of the crisis and the consequent return to normalcy, the Company feels that it is still not possible to estimate the impact that the epidemic will have on the current year.

Consequently, the Company thinks it opportune to withdraw the guidance issued in March 2018 and updated subsequently in March 2019 to reflect the GAES acquisition. The Company will provide updates in this regard as visibility of the conditions increases and it becomes possible to make more accurate estimates as to the impact of the Covid-19 outbreak.

As mentioned above, the Company took immediate and effective action to identify and implement a series of measures designed to limit the financial impact of Covid-19 focused on, specifically, strong cost cutting, protection of the net financial position and strengthening the Company's already solid financial profile. The results of these measures, though activated in March, will be realized mainly in the second quarter during which, given the lockdowns adopted in a majority of countries worldwide, we believe the negative effects stemming from Covid-19 will be more intense, even though to what degree is still uncertain given the lack of visibility as to when the crisis might subside and there will be a return to normalcy.

Lastly, despite the negative impact that Covid-19 will have on hearing care market demand in the short-term, the Company still expects to out-perform the market and, above all, is confident that its unique competitive positioning, along with the strong fundamentals of its market, will allow the Company to deliver renewed strong growth over the medium-term.

41

CONDENSED INTERIM CONSOLIDATED FINANCIAL

STATEMENTS AS AT 31 MARCH 2020

Interim Report as at 31 March 2020 > Consolidated Financial Statements

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(€ thousands)

03/31/2020

12/31/2019

Change

ASSETS

Non-current assets

Goodwill

Note 2

1,221,875

1,215,511

6,364

Intangible fixed assets with finite useful life

Note 3

366,472

367,508

(1,036)

Tangible fixed assets

Note 4

192,533

196,579

(4,046)

Right-of-use assets

Note 5

417,297

418,429

(1,132)

Equity-accounted investments

2,337

2,314

23

Hedging instruments

16,123

8,153

7,970

Deferred tax assets

78,774

81,427

(2,653)

Contract costs

7,065

7,339

(274)

Other assets

60,462

67,516

(7,054)

Total non-current assets

2,362,938

2,364,776

(1,838)

Current assets

Inventories

70,873

64,592

6,281

Trade receivables

153,215

205,219

(52,004)

Contract costs

4,674

4,386

288

Other receivables

81,812

71,553

10,259

Hedging instruments

2,732

2,201

531

Other financial assets

177

240

(63)

Cash and cash equivalents

272,132

138,371

133,761

Total current assets

585,615

486,562

99,053

TOTAL ASSETS

2,948,553

2,851,338

97,215

44

Interim Report as at 31 March 2020 > Consolidated Financial Statements

(€ thousands)

03/31/2020

12/31/2019

Change

LIABILITIES

Net Equity

Share capital

Note 6

4,528

4,528

-

Share premium reserve

202,712

202,712

-

Treasury shares

(28,302)

(29,131)

829

Other reserves

(59,871)

(24,669)

(35,202)

Retained earnings

541,109

432,925

108,184

Profit (loss) for the period

5,143

108,666

(103,523)

Group net equity

665,319

695,031

(29,712)

Minority interests

950

1,084

(134)

Total net equity

666,269

696,115

(29,846)

Non-current liabilities

Medium/long-term financial liabilities

Note 8

830,817

750,719

80,098

Lease liabilities

Note 9

328,964

343,040

(14,076)

Provisions for risks and charges

43,145

50,290

(7,145)

Liabilities for employees' benefits

24,763

25,281

(518)

Hedging instruments

4,817

4,290

527

Deferred tax liabilities

100,222

102,111

(1,889)

Payables for business acquisitions

18,155

13,527

4,628

Contract liabilities

133,850

135,052

(1,202)

Other long-term liabilities

8,685

8,649

36

Total non-current liabilities

1,493,418

1,432,959

60,459

Current liabilities

Trade payables

189,582

177,390

12,192

Payables for business acquisitions

10,672

10,245

427

Contract liabilities

95,046

97,725

(2,679)

Tax liabilities

44,523

40,334

4,189

Other payables

130,142

146,223

(16,081)

Hedging instruments

-

28

(28)

Provisions for risks and charges

4,699

4,242

457

Liabilities for employees' benefits

636

545

91

Short-term financial liabilities

Nota 8

214,458

163,947

50,511

Lease liabilities

Note 9

99,108

81,585

17,523

Total current liabilities

788,866

722,264

66,602

TOTAL LIABILITIES

2,948,553

2,851,338

97,215

45

Interim Report as at 31 March 2020 > Consolidated Financial Statements

CONSOLIDATED INCOME STATEMENT

(€ thousands)

First quarter 2020

First quarter 2019

Non-

Non-

Recurring

recurring

Total

Recurring

recurring

Total

Change

Revenues from sales and services

363,476

-

363,476

391,973

-

391,973

(28,497)

Operating costs

(299,902)

-

(299,902)

(313,334)

(1,425)

(314,759)

14,857

Other income and costs

1,281

-

1,281

303

-

303

978

Gross operating profit (EBITDA)

64,855

-

64,855

78,942

(1,425)

77,517

(12,662)

Amortization, depreciation and

impairment

Amortization of intangible fixed assets

Note 3

(15,206)

-

(15,206)

(13,610)

-

(13,610)

(1,596)

Depreciation of tangible fixed assets

Note 4

(11,269)

-

(11,269)

(9,743)

-

(9,743)

(1,526)

Right-of-use depreciation

Note 5

(23,505)

-

(23,505)

(21,195)

-

(21,195)

(2,309)

Impairment losses and reversals of

(385)

-

(385)

(95)

-

(95)

(290)

non-current assets

(50,365)

-

(50,365)

(44,643)

-

(44,643)

(5,722)

Operating result

14,490

-

14,490

34,299

(1,425)

32,874

(18,384)

Financial income, expenses and value

adjustments to financial assets

Group's share of the result of

associated companies valued at equity

23

-

23

72

-

72

(49)

and gains/losses on disposals of equity

investments

Other income and expenses,

impairment and revaluations of

-

-

-

-

-

-

-

financial assets

Interest income and expenses

(3,697)

-

(3,697)

(3,602)

-

(3,602)

(95)

Interest expenses on lease liabilities

(2,708)

-

(2,708)

-

-

-

134

Other financial income and expenses

(355)

-

(355)

(2,892)

-

(2,892)

(305)

Exchange gains and losses

(260)

-

(260)

185

-

185

(445)

Gain (loss) on assets accounted at fair

6

-

6

(345)

-

(345)

351

value

(6,991)

-

(6,991)

(6,582)

-

(6,582)

(409)

Profit (loss) before tax

7,499

-

7,499

27,717

(1,425)

26,292

(18,793)

Current and deferred income tax

Note

10

Current tax

(5,249)

-

(5,249)

(11,448)

(363)

(11,085)

5,836

Deferred tax

2,821

-

2,821

(2,530)

-

(2,530)

291

(2,428)

-

(2,428)

(8,918)

363

(8,555)

6,127

Total net profit (loss)

5,071

-

5,071

18,799

(1,062)

17,737

(12,666)

Net profit (loss) attributable to

(72)

-

(72)

(11)

-

(11)

(61)

Minority interests

Net profit (loss) attributable to the

5,143

-

5,143

18,810

(1,062)

17,748

(12,605)

Group

46

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Earnings per share (€ per share)

Note 12

First quarter 2020

First quarter 2019

Earnings per share

-

Basic

0.02305

0.08043

-

Diluted

0.02272

0.07898

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

(€ thousands)

03/31/2020

03/31/2019

Net income (loss) for the period

5,071

17,737

Other comprehensive income (loss) that will not be reclassified subsequently to profit or

loss:

Remeasurement of defined benefit plans

691

974

Tax effect on components of other comprehensive income that will not be reclassified

(218)

(320)

subsequently to profit or loss

Total other comprehensive income (loss) that will not be reclassified subsequently to profit

473

654

or loss after the tax effect (A)

Other comprehensive income (loss) that will be reclassified subsequently to profit or loss

Gains/(losses) on cash flow hedging instruments

5,354

(892)

Gains/(losses) from Foreign Currency Basis Spread on hedging instruments

(64)

73

Gains/(losses) on exchange differences from translation of financial statements of foreign

(38,488)

10,994

entities

Tax effect on components of other comprehensive income that will be reclassified

(1,270)

196

subsequently to profit or loss

Total other comprehensive income (loss) that will be reclassified subsequently to profit or

(34,468)

10,371

loss after the tax effect (B)

Total other comprehensive income (loss) (A)+(B)

(33,995)

11,025

Comprehensive income (loss) for the period

(28,924)

28,762

Attributable to the Group

(28,790)

28,713

Attributable to Minority interests

(134)

49

47

Interim Report as at 31 March 2020 > Consolidated Financial Statements

STATEMENT OF CHANGES IN CONSOLIDATED EQUITY

Stock

Share

Share

Legal

Other

Treasury

option

(€ thousands)

premium

shares

and stock

capital

reserve

reserves

reserve

reserve

grant

reserve

Balance at 01/01/2019

4,527

202,565

934

3,636

(50,933)

34,569

Allocation of profit (loss) for 2018

Share capital increase

Treasury shares

Dividend distribution

Notional cost of stock options and stock grants

3,747

Other changes

482

(303)

Total comprehensive income (loss) for the period

  • Hedge accounting
  • Actuarial gains (losses)
  • Translation differences
  • Result of the period 2019

Balance at 03/31/2019

4,527

202,565

934

3,636

(50,451)

38,013

Stock

Share

Share

Legal

Other

Treasury

option

(€ thousands)

premium

shares

and stock

capital

reserve

reserves

reserve

reserve

grant

reserve

Balance at 01/01/2020

4,528

202,712

934

3,636

(29,131)

34,963

Allocation of profit (loss) for 2019

Share capital increase

Treasury shares

Dividend distribution

Notional cost of stock options and stock grants Other changes

  • Stock Grant
  • Inflation accounting
  • Other changes

Total comprehensive income (loss) for the period

  • Hedge accounting
  • Actuarial gains (losses)
  • Translation differences
  • Result of the period 2020

(610)

829

(659)

829

(659)

Balance at 03/31/2020

4,528

202,712

934

3,636

(28,302)

33,694

48

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Cash flow

Foreign

Total

Curr. Basis

Actuarial gains

Retained

Translation

Profit (loss)

Minority

Total net

hedge

Shareholders'

Spread

and losses

earnings

differences

for the period

interests

equity

reserve

equity

Reserve

(8,012)

-

(7,123)

362,503

(48,190)

100,443

594,919

1,028

595,947

100,443

(100,443)

-

-

-

-

-

-

-

-

3,747

3,747

843

(843)

(373)

(194)

86

(108)

(678)

55

654

10,934

17,748

28,713

49

28,762

(678)

55

(623)

(623)

654

654

654

10,934

10,934

60

10,994

17,748

17,748

(11)

17,737

(7,847)

(788)

(6,469)

462,573

(37,256)

17,748

627,185

1,163

628,348

Cash flow

Foreign

Total

Curr. Basis

Actuarial gains

Retained

Translation

Profit (loss)

Minority

Total net

hedge

Shareholders'

Spread

and losses

earnings

differences

for the period

interests

equity

reserve

equity

Reserve

(5,462)

(748)

(11,048)

432,925

(46,944)

108,666

695,031

1,084

696,115

108,666

(108,666)

-

-

-

-

-

-

-

-

(610)

(610)

(482)

(312)

(312)

(170)

-

-

-

-

(312)

(312)

(312)

4,068

(48)

473

-

(38,426)

5,143

(28,790)

(134)

(28,924)

4,068

(48)

4,020

4,020

473

473

473

(38,426)

(38,426)

(62)

(38,488)

5,143

5,143

(72)

5,071

(1,394)

(796)

(10,575)

541,109

(85,370)

5,143

665,319

950

666,269

49

Interim Report as at 31 March 2020 > Consolidated Financial Statements

STATEMENT OF CONSOLIDATED CASH FLOWS

First quarter

First quarter

(€ thousands)

2020

2019

OPERATING ACTIVITIES

Net profit (loss)

5,071

17,737

Amortization, depreciation and impairment:

- intangible fixed assets

15,204

13,610

- tangible fixed assets

11,656

9,839

- right-of-use assets

23,505

21,194

- goodwill

-

-

Provisions, other non-monetary items and gain/losses from disposals

2,420

7,760

Group's share of the result of associated companies

(23)

(72)

Financial income and expenses

7,014

6,654

Current and deferred taxes

2,428

8,555

Cash flow from operating activities before change in working capital

67,275

85,277

Utilization of provisions

(2,748)

(1,150)

(Increase) decrease in inventories

(8,406)

(6,903)

Decrease (increase) in trade receivables

51,869

(757)

Increase (decrease) in trade payables

12,324

(20,380)

Changes in other receivables and other payables

(30,189)

10,517

Total change in assets and liabilities

22,850

(18,673)

Dividends received

-

-

Interest received (paid)

(5,264)

(5,344)

Taxes paid

(3,487)

(6,395)

Cash flow generated from (absorbed by) operating activities (A)

81,374

54,865

INVESTING ACTIVITIES:

Purchase of intangible fixed assets

(8,726)

(5,843)

Purchase of tangible fixed assets

(9,077)

(13,140)

Consideration from sale of non-current assets

1,330

382

Cash flow generated from (absorbed by) operating investing activities (B)

(16,473)

(18,601)

Purchase of subsidiaries and business units

(44,519)

(14,633)

Increase (decrease) in payables for business acquisitions

5,160

(5,084)

(Purchase) sale of other investments and securities

-

-

Cash flow generated from (absorbed by) acquisition activities (C)

(39,359)

(19,717)

Cash flow generated from (absorbed by) investing activities (B+C)

(55,832)

(38,318)

FINANCING ACTIVITIES:

Increase (decrease) in financial payables

132,529

3,015

(Increase) decrease in financial receivables

-

(169)

Derivative instruments and other non-current assets

-

-

Commissions paid for medium/long-term financing

(5,043)

-

Principal portion of lease payments

(20,123)

(19,634)

Other non-current assets and liabilities

134

1,089

Treasury shares purchase

-

-

Dividends distributed

-

-

Capital increases and minority shareholders' contributions and dividends paid to third

-

-

parties by subsidiaries

Cash flow generated from (absorbed by) financing activities (D)

107,497

(15,699)

50

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Net increase in cash and cash equivalents (A+B+C+D)

133,039

848

First quarter

First quarter

(€ thousands)

2020

2019

Cash and cash equivalents at beginning of period

138,371

89,915

Effect of exchange rate fluctuations on cash & cash equivalents

(2,052)

745

Liquid assets acquired

2,774

269

Flows of cash and cash equivalents

133,039

848

Cash and cash equivalents at end of period

272,132

91,777

Related-party transactions relate to lease of the main office and certain stores, to recharges of maintenance costs and general services of the above-mentioned buildings and to commercial transactions, personnel costs and loans. Such transactions are detailed in Note 14 and do not have a material impact on the Group's financial flows.

SUPPLEMENTARY INFORMATION TO THE STATEMENT OF

CONSOLIDATED CASH FLOWS

The fair values of the assets and liabilities acquired are summarized in the table below:

First quarter

First quarter

(€ thousands)

2020

2019

- Goodwill

35,957

10,636

- Customer lists

5,477

6,749

- Trademarks and non-competition agreements

5,110

-

- Other intangible fixed assets

370

62

- Tangible fixed assets

2,200

527

- Right-of-use assets

4,741

356

- Current assets

4,680

1,810

- Provisions for risks and charges

(742)

(4)

- Current liabilities

(6,537)

(2,365)

- Other non-current assets and liabilities

(6,712)

(3,728)

- Minority interests

-

-

Total investments

44,544

14,043

Net financial debt acquired

(25)

590

Total business combinations

44,519

14,633

(Increase) decrease in payables through business acquisition

(5,160)

5,084

Purchase (sale) of other investments and securities

-

-

Cash flow absorbed by (generated from) acquisitions

39,359

19,717

(Cash and cash equivalents acquired)

(2,774)

(269)

Net cash flow absorbed by (generated from) acquisitions

36,585

19,448

51

Interim Report as at 31 March 2020 > Consolidated Financial Statements

NOTES

1. General information

The Amplifon Group is a global leader in the distribution of hearing solutions and the fitting of customized products.

The parent company, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is controlled directly by Ampliter S.r.l. which is owned through a majority stake (93.82% as at 03/31/2020) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.

The condensed interim consolidated financial statements at 31 March 2020 have been prepared in accordance with Article 154-bis of Legislative Decree 58/1998 (Consolidated finance act) and subsequent amendments and with International Accounting Standards and the implementation regulations set out in Article 9 of legislative decree no. 38 of 28 February 2005. These standards include the IAS and IFRS issued by the International Accounting Standard Board, as well as the SIC and IFRIC interpretations issued by the International Financial Reporting Interpretations Committee, which were endorsed in accordance with the procedure set out in Article 6 of Regulation (EC) no. 1606 of 19 July 2002 by 31 March 2020. The International Accounting Standards endorsed after that date and before the preparation of these condensed interim consolidated financial statements are adopted in the preparation of the condensed interim consolidated financial statements only if early adoption is allowed by the Endorsing Regulation and the standard itself and if the Group has elected to do so.

The condensed interim consolidated financial statements at 31 March 2020 do not include all the additional information required by the annual financial statements, and must be read together with the annual consolidated financial statements of the Group at 31 December 2019.

The publication of the condensed interim consolidated financial statements of the Amplifon Group at 31 March 2020 was authorized by a resolution of the Board of Directors of 29 April 2020 which approved their publication.

Pursuant to the Consob Communication of 28 July 2006, it is specified that during the first three months of 2020 the Group did not carry out atypical and/or unusual transactions, as defined by the Communication itself.

52

Interim Report as at 31 March 2020 > Consolidated Financial Statements

2. Acquisitions and goodwill

During the first three months of 2020 the Group continued its external growth and finalized many acquisitions with the aim of increasing the coverage: specifically, 21 points of sale were purchased in the EMEA region and 54 in the APAC region.

The total investment, including the debt consolidated and the best estimate of the net change in the earn-out linked to sales and profitability targets payable over the next few years, amounted to €41,745 thousand.

The variations of goodwill and of the amounts recognized as such, stemming from the acquisitions performed during the period, are reported in the table below and shown by cash generating unit.

Value at

Business

Net carrying

Disposals

Impairment

Other net changes

value at

12/31/2019

combinations

(€ thousands)

03/31/2020

EMEA

839,802

8,994

-

-

(103)

848,693

AMERICAS

126,418

110

-

-

(2,107)

124,421

APAC

249,291

26,853

-

-

(27,383)

248,761

Total

1,215,511

35,957

-

-

(29,593)

1,221,875

"Business combinations" refers to the temporary allocation to goodwill relating to the portion of the purchase price paid which is not directly attributable to the fair value of assets and liabilities but is rather based on the positive contribution to cash flow that is expected to be made for an indefinite period of time.

The item "Other net changes" is almost entirely related to differences in exchange rates.

3. Intangible assets

The following tables show the changes in intangible fixed assets.

Accumulated

Accumulated

amortization

amortization

and write-

Net book

and write-

Historical cost

downs at

value at

Historical cost at

downs at

Net book value at

(€ thousands)

at 12/31/2019

12/31/2019

12/31/2019

03/31/2020

03/31/2020

03/31/2020

Software

151,863

(100,820)

51,043

161,746

(105,152)

56,594

Licenses

21,836

(14,762)

7,074

22,022

(15,633)

6,389

Non-competition agreements

7,342

(6,693)

649

7,761

(6,941)

820

Customer lists

378,407

(167,075)

211,332

376,782

(169,870)

206,912

Trademarks and concessions

82,052

(24,599)

57,453

83,473

(23,718)

59,755

Other

28,423

(12,022)

16,401

27,942

(12,680)

15,262

Fixed assets in progress and

23,556

-

23,556

20,740

-

20,740

advances

Total

693,479

(325,971)

367,508

700,466

(333,994)

366,472

53

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Net book value

Business

Other

Net book

Investments

Disposals

Amortization

Impairment

net

value at

at 12/31/2019

combinations

(€ thousands)

changes

03/31/2020

Software

51,043

819

-

(4,881)

23

2

9,588

56,594

Licenses

7,074

11

-

(924)

-

-

228

6,389

Non-competition

649

-

-

(163)

-

-

334

820

agreements

Customer lists

211,332

-

-

(7,100)

5,477

-

(2,797)

206,912

Trademarks and

57,453

-

-

(1,418)

5,110

-

(1,390)

59,755

concessions

Other

16,401

29

(135)

(720)

-

-

(313)

15,262

Fixed assets in

progress and

23,556

7,867

-

-

347

-

(11,030)

20,740

advances

Total

367,508

8,726

(135)

(15,206)

10,957

2

(5,380)

366,472

The variation of the item "Business combinations" is detailed as follows:

  • For €4,255 thousand to the temporary allocation of the considerations paid for the acquisitions made in the EMEA region;
  • For €6,702 thousand to the temporary allocation of the consideration paid for the acquisitions made in the APAC region.

The increase in intangible assets in the period is attributable primarily to investments in CRM systems, in digital marketing and in the new system of business transformation for the back- office functions (HR, Procurement and Administration and Finance).

"Other net changes" refers primarily to exchange rate fluctuations during the period and to the recognition of work in progress completed in the period and relating to the specific items in the financial statements.

54

Interim Report as at 31 March 2020 > Consolidated Financial Statements

4. Tangible fixed assets

The following tables show the changes in tangible fixed assets.

Accumulated

Accumulated

amortization

amortization

and write-

Net book

and write-

Historical cost

downs at

value at

Historical cost at

downs at

Net book value

(€ thousands)

at 12/31/2019

12/31/2019

12/31/2019

03/31/2020

03/31/2020

at 03/31/2020

Land

209

-

209

206

-

206

Buildings, constructions and

239,688

(150,402)

89,286

237,868

(152,112)

85,756

leasehold improvements

Plant and machines

59,788

(42,305)

17,483

60,990

(43,581)

17,409

Industrial and commercial

50,506

(36,523)

13,983

49,994

(36,897)

13,097

equipment

Motor vehicles

3,127

(2,185)

942

3,168

(2,293)

875

Computers and office machinery

62,500

(46,956)

15,544

64,268

(48,910)

15,358

Furniture and fittings

125,814

(79,300)

46,514

126,361

(81,941)

44,420

Other tangible fixed assets

3,364

(889)

2,475

3,316

(940)

2,376

Fixed assets in progress and

10,143

-

10,143

13,036

-

13,036

advances

Total

555,139

(358,560)

196,579

559,207

(366,674)

192,533

Net book

Business

Other

Net book

value at Investments

Disposals

Amortization

Impairment

net

value at

(€ thousands)

12/31/2019

combinations

changes

03/31/2020

Land

209

-

-

-

-

-

(3)

206

Buildings, constructions and

89,286

2,686

(14)

(4,729)

53

(281)

(1,245)

85,756

leasehold improvements

Plant and machines

17,483

702

(30)

(1,001)

448

(31)

(162)

17,409

Industrial and commercial

13,983

128

(20)

(834)

57

(4)

(213)

13,097

equipment

Motor vehicles

942

-

(49)

(63)

62

-

(17)

875

Computers and office

15,544

890

(695)

(1,905)

778

(3)

749

15,358

machinery

Furniture and fittings

46,514

1,106

(8)

(2,668)

689

(59)

(1,154)

44,420

Other tangible fixed assets

2,475

20

(18)

(69)

-

(9)

(23)

2,376

Fixed assets in progress and

10,143

3,545

(6)

-

113

-

(759)

13,036

advances

Total

196,579

9,077

(840)

(11,269)

2,200

(387)

(2,827)

192,533

The investments made in the period refer primarily to network expansion with the opening of new stores and renewal of existing ones based on the Group's new brand image.

The variation of the item "Business combinations" is related:

  • for €405 thousand, is related to the temporary allocation of the price related to the acquisitions made in the EMEA region;
  • for €1,795 thousand, is related to the temporary allocation of the price related to the acquisitions made in the APAC region.

55

Interim Report as at 31 March 2020 > Consolidated Financial Statements

"Other net changes" refers primarily to exchange rate fluctuations during the period and to the recognition of work in progress completed in the period and relating to the specific items in the financial statements.

5. Right-of-use assets

Right-of-use assets are reported here below:

Accumulated

Accumulated

amortization

amortization

and write-

and write-

Historical cost

downs at

Net book value

Historical cost

downs at

Net book value

(€ thousands)

at 12/31/2019

12/31/2019

at 12/31/2019

at 03/31/2020

03/31/2020

at 03/31/2020

Shops and offices

490,070

(82,424)

407,646

508,387

(101,878)

406,509

Motor vehicles

16,875

(6,625)

10,250

17,516

(7,184)

10,332

Electronic machinery

694

(161)

533

638

(182)

456

Total

507,639

(89,210)

418,429

526,541

(109,244)

417,297

Net book

Business

Other

Net book

value at

Investments

Disposals

Amortization

Impairment

net

value at

combinations

(€ thousands)

12/31/2019

changes

03/31/2020

Shops and offices

407,646

22,932

(1,063)

(22,170)

4,741

-

(5,577)

406,509

Motor vehicles

10,250

1,646

(108)

(1,298)

-

-

(158)

10,332

Electronic

533

3

(3)

(37)

-

-

(40)

456

machinery

Total

418,429

24,581

(1,174)

(23,505)

4,741

-

(5,775)

417,297

6. Share capital

At 31 March 2020 the share capital comprised 226,388,620 ordinary shares with a par value of €0.02 fully paid in and subscribed. The share capital is unchanged with respect to 31 December 2019.

A total of 93,060 of the performance stock grant rights were exercised in the period, as a result of which the Company transferred the same number of treasury shares to the beneficiaries.

In the period there were no purchases of treasury shares.

The total amount of treasury shares held at 31 March 2020 equals 3,176,027 or 1.403% of the parent's share capital.

Information relating to the treasury shares held is shown below.

56

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Average purchase price (Euro)

Total amount

N. of shares

(€ thousands)

FV of transferred rights (Euro)

Held at 12/31/2019

3.269.087

8,911

29.131

Purchases

Transfers due to exercise of performance stock grants

(93.060)

8,911

(829)

Held at 03/31/2020

3.176.027

8,911

28.302

7. Net financial position

In accordance with the requirements of the Consob communication dated 28 July 2006 and in compliance with the CESR (now ESMA) recommendation of 10 February 2005 "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", the Group's net financial position at 31 March 2020 was as follows:

(€ thousands)

03/31/2020

12/31/2019

Change

Cash and cash equivalents

(272,132)

(138,371)

(133,761)

Private placement 2013-2025

18,255

17,803

452

Payables for business acquisitions

10,672

10,245

427

Bank overdraft and other short-term loans from third parties

194,024

141,032

52,992

(including current portion of medium/long-term debt)

Other net financial payables

3,714

5,594

(1,880)

Hedging derivatives

(2,733)

(2,253)

(480)

Short-term financial position

(48,200)

34,050

(82,250)

Private placement 2013-2025

100,402

97,917

2,485

Eurobond 2020-2027

350,000

-

350,000

Other medium/long-term debt

385,418

653,751

(268,333)

Hedging derivatives

(15,031)

(12,547)

(2,484)

Medium/long-term acquisition payables

18,155

13,527

4,628

Net medium and long-term financial position

838,944

752,648

86,296

Net financial position

790,744

786,698

4,046

Lease liabilities - current portion

99,108

81,585

17,523

Lease liabilities - non-current portion

328,964

343,040

(14,076)

Lease liabilities

428,072

424,625

3,447

Total lease liabilities & net financial debt

1,218,816

1,211,323

7,493

The medium/long-term portion of the net financial position, excluding the lease liabilities, reached €838,944 thousand at March 31st, 2020 compared to €752,648 thousand at 31 December 2019, a difference of €86,296 thousand. The increase in the period relates primarily to a €350,000 thousand bond issue (Eurobond 2020-2027)which was used largely to repay a portion of the syndicated loan used for the GAES acquisition (€265,000 thousand).

57

Interim Report as at 31 March 2020 > Consolidated Financial Statements

The short-term portion of the net financial position, excluding the lease liabilities, rose €82,250 thousand, going from a negative €34,050 thousand at 31 December 2019 to a positive €48,200 thousand at 31 March 2020, The short-termportion refers primarily to hot money of €140,000 thousand (drawn on in light of the Covid-19health crisis to ensure that the company has a liquidity reserve), the short-termportion of the syndicated loan (€39,750 thousand), the short-termportion of the private placement (€18,255 thousand), the short term portion of other long-termbank loans (€6,666 thousand), interest payable on bank loans and the private placement (€2,972 thousand), the best estimate of the deferred payments for acquisitions (€10,672 thousand), as well as cash and cash equivalents of €272,132 thousand.

In order to reconcile the above items with the statement of financial position, a breakdown of the following items is provided.

Bank loans, Eurobond 2020-2027 and the private placement 2013-2025 are shown in the statutory statement of financial position:

  1. under the caption "Medium/long-term financial liabilities" for the non-current portion.

(€ thousands)

03/31/2020

Private placement 2013-2025

100,402

Eurobond 2020-2027

350,000

Syndicated loan for GAES acquisition

198,750

Other medium/long-term bank loans

186,668

Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for

(5,003)

GAES acquisition

Medium/long-term financial liabilities

830,817

  1. under the caption "Short-term financial liabilities" for the current portion.

(€ thousands)

03/31/2020

Bank overdraft and other short-term debt (including current portion of other long-term debt)

194,024

Private placement 2013-2025

18,255

Other financial payables

3,831

Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and Syndicated loan for

(1,652)

GAES acquisition

Short-term financial liabilities

214,458

All the other items in the net financial indebtedness table correspond to items in the statement of financial position.

58

Interim Report as at 31 March 2020 > Consolidated Financial Statements

8.

Financial liabilities

Financial liabilities breakdown is as follows:

(€ thousands)

03/31/2020

12/31/2019

Change

Private placement 2013-2025

100,402

97,917

2,485

Eurobond 2020-2027

350,000

-

350,000

Syndicated loan for GAES acquisition

198,750

463,750

(265,000)

Other medium long-term bank loans

190,001

(3,333)

186,668

Fees for Eurobond 2020-2027, fees for bank loans, private placement 2013-2025 and

(5,003)

(949)

(4,054)

syndicated loan for GAES acquisition

Total medium/long-term financial liabilities

830,817

750,719

80,098

Short term debt

214,458

163,947

50,511

- of which current portion for the financing for GAES acquisition

39,750

-

39,750

- of which current portion for the private placement 2013-2025

17,803

452

18,255

- of which current portion of other short-term bank loans

6,666

-

6,666

- of which fees for bank loans, private placement 2013-2025 and syndicated loan for GAES

(1,652)

(663)

(989)

acquisition

Total short-term financial liabilities

214,458

163,947

50,511

Total financial liabilities

1,045,275

914,666

130,609

The main financial liabilities are detailed below.

  • Eurobond 2020-2027
    In February Amplifon issued a 7-year €350 million non-convertible bond with a fixed annual coupon of 1.125%.

Nominal

Euro

Nominal value

Fair Value

interest

Issue Date

Debtor

Maturity

interest

(€/000)

(€/000)

rate after

rate (*)

hedging

02/13/2020

Amplifon S.p.A.

02/13/2027

350.000

313.404

1,125%

N/A

Total in Euro

350.000

313.404

    1. The nominal interest rate is equal to the mid swap plus a spread.
  • Syndicated loan for the GAES acquisition
    An unsecured syndicated bank loan negotiated with five top-tier banks for the acquisition of GAES comprised of two tranches:
    - a 5-year amortizing loan of €265 million (Facility A);
    - a €265 million 18-month bullet loan (Facility B) with an option to extend it to 5 years which may be exercised at Amplifon's discretion before the expiration date. This tranche has been paid back in February 2020 thanks to the proceeds of the Eurobond issue above mentioned.

59

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Euro

Nominal value

Outstanding

Fair Value

Nominal

interest

Issue Date

Debtor

Maturity

interest

rate after

(€/000)

debt

(€/000)

rate (*)

hedging

(€/000

(**)

12/18/2018

Amplifon S.p.A.

09/28/2023

265,000

238,500

216,921

0.925%

1.382%

Total in Euro

265,000

238,500

216,921

(*) The nominal interest rate is equal to Euribor plus a spread.

(**) The floating Euribor rate has been converted into a fixed rate of 0.132%.

The applicable rates depend on the ratio of net financial position over Group EBITDA.

The following table shows the applicable rates:

Ratio between net financial position and Group EBITDA

Facility A

Higher than 2.85x

1.65%

Less or equal than 2.84x but higher than 2.44x

1.45%

Less or equal than 2.44x but higher than 2.04x

1.25%

Less or equal than 2.04x but higher than 1.63x

1.10%

Less or equal than 1.63x

0.95%

The margin recognized, based on the ratio between the net financial position and Group EBITDA, is applicable starting from the interest period following the one when the ratios is determined.

The margin at 03.31.2020 is equal to 1.10% for Facility A.

  • Private placement 2013-2025
    It is a USD 130 million private placement made in the US by Amplifon USA.

Outstanding

Euro

Issue Date

Issuer

Maturity

Currency

Face Value

Fair value

Nominal interest

interest rate

(USD/000)

debt

(USD/000)

rate USD (*)

after

(USD/000)

hedging (**)

05/30/2013

Amplifon USA

07/31/2020

US$

7,000

7,000

5,543

3.85%

3.39%

05/30/2013

Amplifon USA

07/31/2023

US$

8,000

8,000

7,230

4.46%

3.90%

07/31/2013

Amplifon USA

07/31/2020

US$

13,000

13,000

10,296

3.90%

3.42%

07/31/2013

Amplifon USA

07/31/2023

US$

52,000

52,000

47,013

4.51%

3.90%-3.94%

07/31/2013

Amplifon USA

07/31/2025

US$

50,000

50,000

48,941

4.66%

4.00%-4.05%

Total

130,000

130,000

119,023

(*) Refers to the nominal interest rate at the issue.

  1. The hedging instruments that determine the interest rate as detailed above, are also fixing the exchange rate at

1.2885, the total equivalent of the bond resulting in €100,892 thousand.

  • Bank loans

  • 4 medium/long-term unsecured bank loans totaling €200 million as shown in the following table.

Issue Date

Issuer

Type

Maturity

Face Value

Outstanding

Fair value

Nominal

Interest rate

(€/000)

debt

(€/000)

interest rate

after

(€/000)

in Euro (*)

hedging (**)

09/28/2017

Amplifon S.p.A.

Bullet

09/28/2021

100.000

100.000

100.881

0.413%

0,987%

financing

10/24/2017

Amplifon S.p.A.

Amortizing

10/31/2022

50.000

50.000

50.817

0.850%

1,329%

financing

03/23/2018

Amplifon S.p.A.

Bullet

03/22/2022

30.000

30.000

30.394

0.369%

1,00%

financing

01/11/2018

Amplifon S.p.A.

Amortizing

01/11/2022

20.000

13.334

13.435

0.70%

1,04%

financing

60

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Total in Euro

200.000

193.334

195.527

  1. The nominal interest rate shown for the fixed rate loans comprises the fixed rate plus the applicable spread. (**) All the loans shown were converted to fixed rate using Interest Rate Swaps.

The following loans:

  • the USD 130 million private placement 2013-2025 (equal to €100.9 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885);
  • the EUR 193.3 million medium/long-term bilateral loans with top-tier banking institutions;
  • the EUR 195 million in irrevocable credit lines with top-tier banking institutions

are subject to the covenants listed below:

  • the ratio of Group net financial indebtedness to Group shareholders' equity must not exceed 1.65;
  • the ratio of net financial indebtedness to EBITDA recorded in the last four quarters
    (determined based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 2.85.

In the event of relevant acquisitions, the above ratios may be increased to 2.20 and 3.26, respectively, for a period of not more than 12 months, twice over the life of the respective loans.

The syndicated loan granted for the GAES acquisition, which was originally amounting to €530 million while it currently has an outstanding debt of 238,500 thousand as at March 2020, is subject to the following covenants:

  • the ratio of net financial indebtedness to EBITDA recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 2.85;
  • the ratio of EBITDA recorded in the last four quarters (determined excluding the fair value of the share-based payments and based solely on recurring business and restated if the
    Group's structure should change significantly) and net interest paid in the last 4 quarters must exceed 4.9. As this last covenant was granted in favor of the lender, it is also applied to the private placement.

As at March 31st, 2020 these ratios were as follows:

Value as at

03/31/2020

Net financial indebtedness/Group net equity

1.19

Net financial position/EBITDA for the last 4 quarters

1.99

EBITDA for the last 4 quarters/Net financial expenses

27.22

61

Interim Report as at 31 March 2020 > Consolidated Financial Statements

The above-mentioned ratios were determined based on an EBITDA which was restated, in order to reflect the main changes in the Group structure.

(€ thousands)

Value as at 03/31/2020

Group EBITDA first quarter 2020

64,855

EBITDA April-December 2019

293,073

Fair value of stock grant assignment

12,137

EBITDA normalized (from acquisitions and disposals)

5,616

Acquisitions and non-recurring costs

22,184

EBITDA for the covenant calculation

397,865

The same agreements are also subject to other covenants applied in current international practice which limit the ability to issue guarantees and complete sales and lease backs, as well as extraordinary transactions involving the sale of assets.

9. Lease liabilities

The lease liabilities stem from long-term leases and rental agreements. These liabilities are equal to the present value of future installments payable over the lease term.

The liabilities for finance leases are shown in the statement of financial position as follows:

03/31/2020

12/31/2019

Change

Short term lease liabilities

99,108

81,585

17,523

Long term lease liabilities

328,964

343,040

(14,076)

Total lease liabilities

428,072

424,625

3,447

The following charges were recognized in the income statement during the reporting period:

03/31/2020

Interest charges on leased assets

(2,708)

Right-of-use depreciation

(23,505)

Costs for short-term leases and leases for low value assets

(2,295)

62

Interim Report as at 31 March 2020 > Consolidated Financial Statements

10. Revenues from Sales and Services

(€ thousands)

First quarter 2020

First quarter 2019

Change

Revenues from sale of products

314,438

348,001

(33,563)

Revenues from services

49,038

43,972

5,067

Total revenues from sales and services

363,476

391,973

(28,497)

Consolidated revenues from sales and services amounted to €363,476 thousand in the first three months of 2020, a decrease of €28,497 thousand (-7.3%) attributable entirely to revenues from the sale of goods which were down by €33,563 thousand. Revenues for services rendered were up by €5,067 thousand as they relate to the portion of post sales services recognized over time and are, therefore, less influenced by fluctuations in hearing aid sales.

11. Taxes

The Group's tax rate came to 32.4% compared to 32.5% at 31 March 2019.

12. Non-recurring significant events

The first quarter of 2020 was not impact by any non-recurring expenses. The non-recurring expenses, related to the GAES integration, incurred in the comparative quarter are shown in the table below:

(€ thousands)

First quarter 2020

First quarter 2019

Operating costs

GAES integration costs

-

(1,425)

Profit before tax

-

(1,425)

Tax

Impact of the above items on the tax burden for the period

-

363

Total

-

(1,062)

13. Earnings (loss) per share

Basic Earnings (loss) per share

Basic earnings (loss) per share is obtained by dividing the net profit for the year attributable to the ordinary shareholders of the parent company by the weighted average number of shares outstanding in the year, considering purchases and disposals of own shares as cancellations and issues of shares.

Earnings per share are determined as follows:

63

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Earnings per share

First quarter 2020

First quarter 2019

Net profit (loss) attributable to ordinary shareholders (€ thousand)

17,748

5,143

Average number of shares outstanding in the period

220,660,372

223,162,287

Average earnings per share (€ per share)

0.08043

0.02305

Diluted earnings (loss) per share

Diluted earnings (loss) per share is obtained by dividing the net profit for the period attributable to the ordinary shareholders of the parent by the weighted average number of shares outstanding during the year adjusted by the diluting effects of potential shares. In the calculation of shares outstanding, purchases and sales of treasury shares are considered as cancellation or issue of shares.

The 'potential ordinary share' categories refer to the possible conversion of Group employees' stock options and stock grants' attribution. The computation of the average number of outstanding potential shares is based on the average fair value of shares for the period; stock options and stock grants are excluded from the calculation since they have anti-diluting effects.

Weighted average diluted number of shares outstanding

First quarter 2020

First quarter 2019

Average number of shares outstanding in the period

220,660,372

223,162,287

Weighted average of potential and diluting ordinary shares

4,057,314

3,197,963

Weighted average of shares potentially subject to options in the period

224,717,686

226,360,250

The diluted earnings per share were determined as follows:

Diluted earnings per share

First quarter 2020

First quarter 2019

Net profit attributable to ordinary shareholders (€ thousand)

5,143

17,748

Average number of shares outstanding in the period

224,717,686

226,360,250

Average diluted earnings per share (€)

0.07898

0.02272

14. Transactions with parent companies and related parties

The parent, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is controlled directly by Ampliter S.r.l. which is owned through a majority stake (93.82% as at 31 March 2020) by Amplifin S.p.A. which is fully controlled by Susan Carol Holland.

The transactions with related parties, including intercompany transactions do not qualify as atypical or unusual, and fall within the Group's normal course of business and are conducted at arm's-length as dictated by the nature of the goods and services provided.

64

Interim Report as at 31 March 2020 > Consolidated Financial Statements

The following table details transactions with related parties:

(€ thousands)

03/31/2020

First three months 2020

Revenues

Interest

Trade

Trade

Other

Other

for sales and

Operating

income and

receivables

payable

receivables

assets

services

costs

expense

Amplifin S.p.A.

107

-

1,577

-

-

-

9

Total - Parent

107

-

1,577

-

-

-

9

Comfoor BV (The Netherlands)

-

341

-

-

99

(770)

-

Comfoor GmbH (Germany)

-

8

-

-

-

-

-

Ruti Levinson Institute Ltd (Israel)

132

-

-

-

39

(4)

-

Afik - Test Diagnosis & Hearing

-

55

-

22

93

-

-

Aids Ltd (Israel)

Total - Other related parties

132

404

-

22

231

(774)

-

Total

239

404

1.577

22

231

(774)

9

Total as per financial statements

153,215

189,582

81,812

60,462

363,476

(299,902)

(3,697)

% of financial statements total

0.16%

0.21%

1.93%

0.04%

0.06%

0.26%

-0.25%

The trade and other receivables, revenues from sales and services and other income with related parties refer primarily to:

  • the recovery of maintenance costs and building fees and the recharge of personnel expense to Amplifin S.p.A.
  • the receivables due by Amplifin S.p.A. for the renovation of the headquarters based on modern and efficient standards for the use of workspaces;
  • the trade receivables due by associates (mainly in Israel) which act as resellers and to which the Group supplies hearing aids.

The trade payables and operating costs refer primarily to commercial transactions with Comfoor BV and Comfoor GmbH and to joint ventures from which hearing protection devices are purchased and then distributed in Group stores.

With the application of IFRS 16, the lease for the Milan headquarters (leased to Amplifon by the parent company Amplifin) is no longer recognized as an operating cost, but is recognized under right-of-use depreciation for €462 thousand, interest on leases for €98 thousand and lease liabilities of €18,422 thousand.

15. Contingent liabilities

Currently the Group is not exposed to any particular risks or uncertainties with the exception of the usual periodic tax audits, which are currently underway in two countries of the Group. These audits are presently in the preliminary phase and no findings have been reported so far.

65

Interim Report as at 31 March 2020 > Consolidated Financial Statements

16. Translation of foreign companies' financial statements

The exchange rates used to translate non-Euro zone companies' financial statements are as follows:

31 March 2020

2019

31 March 2019

Average

As at

As at 31

Average

As at

exchange rate

31 March

December

exchange rate

31 March

Panamanian balboa

1.1027

1.0956

1.1234

1.136

1.124

Australian dollar

1.6791

1.7967

1.5995

1.594

1.582

Canadian dollar

1.4819

1.5617

1.4598

1.510

1.500

New Zealand dollar

1.7394

1.8417

1.6653

1.667

1.650

Singapore dollar

1.5281

1.5633

1.5111

1.539

1.521

US dollar

1.1027

1.0956

1.1234

1.136

1.124

Hungarian florin

339.137

360.02

330.53

317.908

321.050

Swiss franc

1.0668

1.0585

1.0854

1.132

1.118

Egyptian lira

17.3834

17.2687

18.0192

20.011

19.469

New Israeli shekel

3.8605

3.9018

3.8845

4.139

4.076

Argentine peso

70.5388 (*)

70.5388

67.2749

44.225

48.935

Chilean peso

886.05

936.17

844.86

757.94

766.02

Colombian peso

3,903.30

4,451.64

3,688.66

3,560.65

3,570.25

Mexican peso

22.0918

26.1772

21.2202

21.806

21.691

Brazilian real

4.9167

5.7001

4.5157

4.278

4.387

Chinese renminbi

7.6956

7.7784

7.8205

7.664

7.540

Indian rupee

79.9096

82.8985

80.187

80.072

77.719

British pound

0.86225

0.88643

0.8508

0.873

0.858

Polish zloty

4.3241

4.5506

4.2568

4.302

4.301

  1. The average exchange rate is equal to 67,7364. However, because of the high inflation rate, the exchange rate used to translate the income statement is the one as at March 31st.

66

Interim Report as at 31 March 2020 > Consolidated Financial Statements

17. Segment reporting

In accordance with IFRS 8 "Operating Segments", the schedules related to each operating segment are shown below.

The Amplifon Group's business (distribution and customization of hearing solutions) is organized into three specific geographical areas which comprise the Group's operating segments: Europe, Middle-East and Africa - EMEA - (Italy, France, The Netherlands, Germany, the United Kingdom, Ireland, Spain, Portugal, Switzerland, Belgium, Luxemburg, Hungary, Egypt, Poland and Israel), Americas (USA, Canada, Chile, Argentina, Ecuador, Colombia, Panama and Mexico) and Asia-Pacific (Australia, New Zealand, India and China).

The Group also operates via centralized Corporate functions (Corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8.

These areas of responsibility, which coincide with the geographical areas (the Corporate functions are recognized under EMEA), represent the organizational structure used by management to run the Group's operations. The reports periodically analyzed by the Chief Executive Officer and Top Management are divided up accordingly, by geographical area.

Performances are monitored and measured for each operating segment/geographical area, through operating profit including amortization and depreciation (EBIT), along with the portion of the results of equity investments in associated companies valued by using the equity method. Financial expenses are not monitored insofar as they are based on corporate decisions regarding the financing of each region (own funds versus borrowings) and, consequently, neither are taxes. Items in the statement of financial position are analyzed by geographical area without being separated from the Corporate functions which remain part of EMEA. All the information relating to the income statement and the statement of financial position is determined using the same criteria and accounting standards used to prepare the consolidated financial statements.

67

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Statement of Financial Position as at 31 March 2020 (*)

(€ thousands)

EMEA

Americas

Asia Pacific

Eliminations

Total

ASSETS

Non-current assets

Goodwill

848,693

124,421

248,761

-

1,221,875

Intangible fixed assets with finite useful life

291,607

29,965

44,900

-

366,472

Tangible fixed assets

156,322

9,730

26,481

-

192,533

Right-of-use assets

362,673

17,249

37,375

-

417,297

Equity-accounted investments

2,337

-

-

-

2,337

Hedging instruments

16,123

-

-

-

16,123

Deferred tax assets

72,953

682

5,139

-

78,774

Contract costs

6,764

234

67

-

7,065

Other assets

25,030

34,422

1,010

-

60,462

Total non-current assets

2,362,938

Current assets

Inventories

62,377

4,368

4,128

-

70,873

Trade receivables

177,462

48,992

23,834

(15,261)

235,027

Contract costs

4,454

135

85

-

4,674

Hedging instruments

2,732

-

-

-

2,732

Other financial assets

177

Cash and cash equivalents

272,132

Total current assets

585,615

TOTAL ASSETS

2,948,553

LIABILITIES

Total net equity

666,269

Non-current liabilities

Medium/long-term financial liabilities

830,817

Lease liabilities

328,964

Provisions for risks and charges

15,990

26,404

751

-

43,145

Liabilities for employees' benefits

24,222

129

412

-

24,763

Hedging instruments

4,817

-

-

-

4,817

Deferred tax liabilities

70,607

18,869

10,746

-

100,222

Payables for business acquisitions

17,547

608

-

-

18,155

Contract liabilities

123,246

8,557

2,047

-

133,850

Other long-term liabilities

8,625

60

-

-

8,685

Total non-current liabilities

1,493,418

Current liabilities

Trade payables

142,220

43,387

19,229

(15,254)

189,582

Payables for business acquisitions

9,761

911

-

-

10,672

Contract liabilities

78,725

8,210

8,111

-

95,046

Other payables and tax payables

155,187

6,358

13,127

(7)

174,665

Provisions for risks and charges

4,162

537

-

-

4,699

Liabilities for employees' benefits

566

70

-

-

636

Short-term financial liabilities

214,458

Lease liabilities

99,108

Total current liabilities

788,866

TOTAL LIABILITIES

2,948,553

  1. The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.

68

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Statement of Financial Position as at 31 December 2019 (*)

(€ thousands)

EMEA

Americas

Asia Pacific

Eliminations

Total

ASSETS

Non-current assets

Goodwill

839,802

126,418

249,291

-

1,215,511

Intangible fixed assets with finite useful life

291,674

30,257

45,577

-

367,508

Tangible fixed assets

158,390

10,450

27,739

-

196,579

Right-of-use assets

361,739

18,300

38,390

-

418,429

Equity-accounted investments

2,314

-

-

-

2,314

Hedging instruments

8,153

-

-

-

8,153

Deferred tax assets

73,434

3,400

4,593

-

81,427

Contract costs

7,046

222

71

-

7,339

Other assets

25,270

41,256

990

-

67,516

Total non-current assets

2,364,776

Current assets

Inventories

55,834

4,433

4,325

-

64,592

Trade receivables

217,387

50,814

26,722

(18,151)

276,772

Contract costs

4,176

122

88

-

4,386

Hedging instruments

2,201

-

-

-

2,201

Other financial assets

240

Cash and cash equivalents

138,371

Total current assets

486,562

TOTAL ASSETS

2,851,338

LIABILITIES

Total net equity

696,115

Non-current liabilities

Medium/long-term financial liabilities

750,719

Lease liabilities

343,040

Provisions for risks and charges

17,620

32,406

264

-

50,290

Liabilities for employees' benefits

24,143

130

1,008

-

25,281

Hedging instruments

4,290

-

-

-

4,290

Deferred tax liabilities

70,398

21,265

10,448

-

102,111

Payables for business acquisitions

12,876

651

0

-

13,527

Contract liabilities

124,540

8,530

1,982

-

135,052

Other long-term liabilities

8,466

183

-

-

8,649

Total non-current liabilities

1,432,959

Current liabilities

Trade payables

127,909

40,928

23,571

(15,018)

177,390

Payables for business acquisitions

9,257

988

-

-

10,245

Contract liabilities

81,557

8,332

7,836

-

97,725

Tax liabilities

165,279

9,657

14,754

(3,133)

186,557

Other payables

28

-

-

-

28

Hedging instruments

3,650

592

-

-

4,242

Provisions for risks and charges

478

67

-

-

545

Liabilities for employees' benefits

163,947

Short-term financial liabilities

81,585

Lease liabilities

722,264

Total current liabilities

2,851,338

  1. The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.

69

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Income Statement - First three months 2020 (*)

(€ thousands)

EMEA

Americas

Asia Pacific

Corporate

Eliminations

Total

Revenues from sales and services

258,266

64,355

40,855

-

-

363,476

Operating costs

(208,602)

(52,967)

(30,670)

(7,663)

-

(299,902)

Other income and costs

857

488

(75)

11

-

1,281

Gross operating profit (loss) by segment

50,521

11,876

10,110

(7,652)

-

64,855

(EBITDA)

Amortization, depreciation and impairment

Amortization of intangible fixed assets

(9,196)

(1,699)

(2,493)

(1,818)

-

(15,206)

Depreciation of tangible fixed assets

(8,519)

(522)

(1,835)

(393)

-

(11,269)

Right-of-use depreciation

(19,664)

(1,037)

(2,697)

(107)

-

(23,505)

Impairment losses and reversals of non-

(356)

-

(29)

-

-

(385)

current assets

(37,735)

(3,258)

(7,054)

(2,318)

-

(50,365)

Operating result

12,786

8,618

3,056

(9,970)

-

14,490

Financial income, expenses and value

adjustments to financial assets

Group's share of the result of associated

companies valued at equity and gains/losses

23

-

-

-

-

23

on disposals of equity investments

Other income and expenses, impairment

-

and revaluations of financial assets

Interest income and expenses

(3,697)

Interest expenses on lease liabilities

(2,708)

Other financial income and expenses

(355)

Exchange gains and losses

(260)

Gain (loss) on assets accounted at fair value

6

(6,991)

Net profit (loss) before tax

7,499

Current and deferred income tax

Current tax

(5,249)

Deferred tax

2,821

(2,428)

Total net profit (loss)

5,071

Net profit (loss) attributable to Minority

(72)

interests

Net profit (loss) attributable to the Group

5,143

(*) For the purposes of reporting on economic figures by geographic area, please note that the Corporate structures are included in EMEA.

70

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Income Statement - First three months 2019 (*)

(€ thousands)

EMEA

Americas

Asia Pacific

Corporate

Eliminations

Revenues from sales and services

283,763

63,102

44,415

693

391,973

Operating costs

(223,567)

(50,517)

(30,374)

(10,301)

(314,759)

Other income and costs

255

132

(74)

(10)

303

Gross operating profit (loss) by segment (EBITDA)

60,451

12,717

13,967

(9,618)

77,517

Amortization, depreciation and impairment

Amortization of intangible fixed assets

Depreciation of tangible fixed assets

Right-of-use depreciation

Impairment and impairment reversals of non- current assets

(8,732)

(1,100)

(2,002)

(1,776)

(13,610)

(7,863)

(404)

(1,172)

(304)

(9,743)

(17,961)

(868)

(2,366)

-

(21,195)

(69)

-

(26)

-

(95)

(34,625)

(2,372)

(5,566)

(2,080)

(44,643)

Operating result

25,826

10,345

8,401

(11,698)

32,874

Financial income, expenses and value

adjustments to financial assets

Group's share of the result of associated

companies valued at equity and gains/losses on

72

-

-

-

72

disposals of equity investments

Other income and expenses, impairment and

-

revaluations of financial assets

Interest income and expenses

(3,602)

Other financial income and expenses

(2,892)

Exchange gains and losses

185

Gain (loss) on assets accounted at fair value

(345)

(6,582)

Net profit (loss) before tax

26,292

Current and deferred income tax

(8,555)

Total net profit (loss)

17,737

Net profit (loss) attributable to Minority interests

(11)

Net profit (loss) attributable to the Group

17,748

(*) For the purposes of reporting on economic figures by geographic area, please note that the Corporate structures are included in EMEA.

71

Interim Report as at 31 March 2020 > Consolidated Financial Statements

18. Accounting policies

18.1 Presentation of the financial statements

The condensed interim consolidated financial statements at 31 March 2020 were prepared in accordance with the historical cost method with the exception of derivatives, a few financial investments measured at fair value and assets and liabilities hedged against changes in fair value, as explained in more detail in this report, as well as on an ongoing concern basis.

With regard to reporting formats:

  • in the statement of financial position, the Group distinguishes between non-current and current assets and liabilities;
  • in the income statement, the Group classifies costs by nature insofar as this is deemed to more accurately represent the primarily commercial and distribution activities carried out by the Group;
  • in addition to the net profit for the period, the statement of comprehensive income also shows the impact of exchange rate differences, changes in the hedging reserve and actuarial gains and losses that are recognized directly in equity; these items are subdivided based on whether they may subsequently be reclassified to profit or loss;
  • in the statement of changes in net equity, the Group reports all the changes in net equity, including those deriving from shareholder transactions (payment of dividends and capital increases);
  • the statement of cash flows is prepared using the indirect method to determine cash flow from operations.

18.2 Use of estimates in preparing the financial statements

The preparation of the financial statements and explanatory notes requires the use of estimates and assumptions particularly with regard to the following items:

  • revenues from services rendered over time recognized based on the effort or the input expended to satisfy the performance obligation;
  • allowances for impairment made based on the asset's estimated realizable value;
  • provisions for risks and charges made based on a reasonable estimate of the amount of the potential liability, including with regard to any counterparty claims;
  • provisions for obsolete inventory in order to align the carrying value of inventory with the estimated realizable value;
  • provisions for employee benefits, calculated based on actuarial valuations;
  • amortization and depreciation of intangible and tangible fixed assets recognized based on the estimated remaining useful life and the recoverable amount;
  • income tax recognized based on the best estimate of the tax rate for the full year;
  • IRSs and currency swaps (instruments not traded on regulated markets), marked to market at the reporting date based on the yield curve and market exchange rates, which are subject to credit/debit valuation adjustments based on market prices;
  • the lease term duration was determined on a lease-by-lease basis and is comprised of the
    "non-cancellable" period along with the impact of any extension or early termination clauses if exercise of that clause is reasonably certain. This property valuation took into

account circumstances and facts specific to each asset;

72

Interim Report as at 31 March 2020 > Consolidated Financial Statements

  • the discount rate (incremental borrowing rate) applied to future rent payments was determined using the risk-free rate in the country where the agreement was executed, with expirations consistent with the term of the specific lease agreement plus the parent's credit spread and any costs for additional guarantees.

Estimates and assumptions are periodically reviewed, and any changes made, following the change of the circumstances or the availability of better information, are recognized in the income statement. The use of reasonable estimates is essential to the preparation of the financial statements and does not affect their overall reliability.

The Group tests goodwill for impairment at least once a year. The impairment test is done based on the groups of cash generating units to which the goodwill is allocated and based on which the Group assesses, directly or indirectly, the return on investment which includes this goodwill.

With regard to the first quarter of 2020 and the impact of the Covid-19 crisis on the estimates used, in light of the current uncertainty as to the duration and intensity of the health and socio-economic crisis the Company feels that it is both premature and impossible to assess the impact on goodwill and, more in general, the recoverability of asset value in the long-term.

A more detailed analysis will be provided in the half-year report when there is greater visibility as to the timing of the re-opening process and the speed of the recovery.

International accounting standards and interpretations approved by the IASB and endorsed in Europe

The following table lists the IFRS/interpretations approved by the IASB, endorsed in Europe and applied for the first time this year.

Description

Endorsement

Publication

Effective date

Effective date for

date

Amplifon

Amendments to IFRS 9, IAS 39 and IFRS 7: "Interest Rate Benchmark Reform"

Revised version of the IFRS Conceptual Framework Amendments to IAS 1 and IAS 8: "Definition of Material"

15 Jan 2020

16 Jan 2020

1 Jan 20

1 Jan 20

29 Nov 2019

6 Dec 2019

1 Jan 20

1 Jan 20

29 Nov 2019

10 Dec 2019

1 Jan 20

1 Jan 20

The adoption of the standards and interpretations above is not expected to have a material impact on the valuation of the Group's assets, liabilities, costs and revenues.

73

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Future accounting standards and interpretations

International Financial Reporting Standards and interpretations approved by the IASB but not yet endorsed in Europe

The International Financial Reporting Standards, interpretations and amendments to existing standards and interpretations approved by IASB, but not yet endorsed for adoption in Europe at 27 April 2020 are listed below:

Description

Effective date

IFRS 17 "Insurance Contracts" (issued on 18 May 2017)

Periods beginning on or after 1 Jan '21

Amendments to IFRS 3: "Business Combinations" (issued on 22 October

Periods beginning on or after 1 Jan '20

2018)

Amendments to IAS 1: "Presentation of Financial Statements -

Classification of liabilities as current or non-current" (issued on 23

Periods beginning on or after 1 Jan '22

January 2020)

The adoption of the standards and interpretations above is not expected to have a material impact on the valuation of the Group's assets, liabilities, costs and revenues.

74

Interim Report as at 31 March 2020 > Consolidated Financial Statements

19. Subsequent events

The Covid-19 crisis persisted after the close of the quarter and in April the restrictive measures adopted by the different governmental authorities intensified which caused many countries worldwide to go on lockdown. Even though hearing care services are considered essential in many countries and stores remained opened, the gradual adoption of increasingly more restrictive measures in April caused a generalized, significant drop in the Group's store traffic and, consequently, in revenues

In response to this situation, beginning in March the Company adopted a plan of action focused on limiting the financial impact of Covid-19 (for more information refer to the section "Covid-19 emergency measures"). The different measures undertaken by the Company in March include the refinancing of its credit lines in order to increase the availability of financing and irrevocable credit lines by a total of roughly 300 million euros, as well as extend maturities of the loans and the existing irrevocable credit lines. More in detail, in April:

  • new loan agreements were signed for a total of €243 million and new irrevocable credit lines amounting to €15 million, while an additional €20 million in irrevocable credit lines was approved by the banks.
  • the maturities of €180 million in existing loans which expired originally in 2021-2022 were extended to 2024-2025 and the extension through 2025 of an additional €30

million in irrevocable credit lines was approved.

Once the refinancing is completed, the average maturity of Amplifon's debt will be around 5 years and the Company will benefit from a strong liquidity position totaling €550 million including cash on balance sheet and undrawn committed revolving facilities.

After 31 March 2020 the company continued its stock grant remuneration program and granted 18,100 treasury shares as at 29 April 2020. As at the date of the above financial statements, the total of treasury shares in portfolio is 3,157,927, corresponding to 1.395% of the company share capital.

Milan, 29 April 2020

On behalf of the Board of Directors

CEO

Enrico Vita

75

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Annexes

Consolidation scope

As required by articles 38 and 39 of Law 127/91 and article 126 of Consob's resolution 11971 dated 14 May 1999, as amended by resolution 12475 dated 6 April 2000, the following is the list of companies included in the consolidation scope of Amplifon S.p.A. at 31 March 2020.

Parent company:

Company name

Head office

Currency

Share capital

Amplifon S.p.A.

Milan (Italy)

EUR

4,527,772

Subsidiaries consolidated using the line-by-line method:

Company name

Registered head office

Direct/Indirect

Currency

Share

% held as at

ownership

Capital

03/31/2020

Amplifon Rete

Milan (Italy)

D

EUR

11,750

4.35%

Otohub S.r.l.

Naples (Italy)

D

EUR

28,571

100.0%

Amplifon France SAS

Arcueil (France)

D

EUR

98,550,898

100.0%

SCI Eliot Leslie

Lyon (France)

I

EUR

610

100.0%

Conversons Paris 19 Sarl

Paris (France)

I

EUR

1,000

100.0%

Conversons Couëron SAS

Paris (France)

I

EUR

1,000

100.0%

Audiosons Nantes SAS

Paris (France)

I

EUR

16,000

100.0%

Amplifon France Holding

Arcueil (France)

D

EUR

1

100.0%

OLM SAS

Paris (France)

I

EUR

5,000

100.0%

Conversons 93 Sarl

Paris (France)

I

EUR

10,000

100.0%

Conversons Lyon SAS

Paris (France)

I

EUR

1,000

100.0%

Entendre - Blandine Lannee SAS

Dax (France)

I

EUR

4,000

100.0%

Cap Audition SAS

La Rochelle (France)

I

EUR

10,000

100.0%

Laboratoire d'Audiologie Eric Hans SAS

Belfort (France)

I

EUR

380,000

100.0%

Audition Paca SAS

Thionville (France)

I

EUR

5,000

100.0%

Acovoux SAS

Paris (France)

I

EUR

50,000

100.0%

Audition-Assas.com Sarl

Paris (France)

I

EUR

201,000

100.0%

Espace de Correction Auditive SAS

Thionville (France)

I

EUR

7,500

100.0%

N France SAS

Mulhouse (France)

I

EUR

30,000

100.0%

Audiness SAS

Mulhouse (France)

I

EUR

30,000

100.0%

Correction Auditive Michèle HUC Sarl

Lyon (France)

I

EUR

5,000

100.0%

T.S.P SAS

Nantes (France)

I

EUR

20,000

100.0%

OA1 Sarl

Nantes (France)

I

EUR

3,000

100.0%

OA2 Eurl

Carquefou (France)

I

EUR

3,000

100.0%

OA3 Eurl

Orvault (France)

I

EUR

3,000

100.0%

Amplifon Iberica SA

Zaragoza (Spain)

D

EUR

26,578,809

100.0%

Fundación Amplifon Iberica

Madrid (Spain)

I

EUR

30,000

100.0%

76

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Microson S.A.

Barcelona (Spain)

D

EUR

61,752

100.0%

Company name

Registered head office

Direct/Indirect

Currency

Share

% held as at

ownership

Capital

03/31/2020

Instituto Médico Auditivo S.L.U.

Valencia (Spain)

I

EUR

46,188

100.0%

Amplifon LATAM Holding S.L.

Barcelona (Spain)

I

EUR

3,000

100.0%

Auditiva 2014 S.A.

Andorra la Vella (Andorra)

I

EUR

3,000

100.0%

Amplifon Portugal SA

Lisboa (Portugal)

I

EUR

15,520,187

100.0%

Amplifon Magyarország Kft

Budapest (Hungary)

D

HUF

3,500,000

100.0%

Amplibus Magyarország Kft

Budaörs (Hungary)

I

HUF

3,000,000

100.0%

Amplifon AG

Baar (Switzerland)

D

CHF

1,000,000

100.0%

Amplifon Nederland BV

Doesburg (The

D

EUR

74,212,052

100.0%

Netherlands)

Auditech BV

Doesburg (The

I

EUR

22,500

100.0%

Netherlands)

Electro Medical Instruments BV

Doesburg (The

I

EUR

16,650

100.0%

Netherlands)

Beter Horen BV

Doesburg (The

I

EUR

18,000

100.0%

Netherlands)

Amplifon Customer Care Service BV

Elst (The Netherlands)

I

EUR

18,000

100.0%

Amplifon Belgium NV

Bruxelles (Belgium)

D

EUR

495,800

100.0%

579 BVBA

Bruxelles (Belgium)

I

EUR

120,216

100.0%

Amplifon Luxemburg Sarl

Luxembourg (Luxembourg)

I

EUR

50,000

100.0%

Amplifon RE SA

Luxembourg (Luxembourg)

D

EUR

3,700,000

100.0%

Amplifon Deutschland GmbH

Hamburg (Germany)

D

EUR

6,026,000

100.0%

Focus Hören AG

Willroth (Germany)

I

EUR

485,555

100.0%

Focus Hören Deutschland GmbH

Willroth (Germany)

I

EUR

25,000

100.0%

Amplifon Poland Sp. z o.o.

Lodz (Poland)

D

PLN

3,344,520

100.0%

Amplifon UK Ltd

Manchester (UK)

D

GBP

130,951,168

100.0%

Amplifon Ltd

Manchester (UK)

I

GBP

1,800,000

100.0%

Ultra Finance Ltd

Manchester (UK)

I

GBP

75

100.0%

Amplifon Ireland Ltd

Wexford (Ireland)

I

EUR

1,000

100.0%

Amplifon Cell

Ta' Xbiex (Malta)

D

EUR

1,000,125

100.0%

Medtechnica Ortophone Ltd (*)

Tel Aviv (Israel)

D

ILS

1,100

80.0%

Amplifon Middle East SAE

Cairo (Egypt)

D

EGP

3,000,000

51.0%

Miracle Ear Inc.

St. Paul (USA)

I

USD

5

100.0%

Elite Hearing, LLC

Minneapolis (USA)

I

USD

0

100.0%

Amplifon USA Inc.

Dover (USA)

D

USD

52,500,010

100.0%

Amplifon Hearing Health Care, Inc.

St. Paul (USA)

I

USD

0

100.0%

Ampifon IPA, LLC

New York (USA)

I

USD

0

100.0%

ME Pivot Holdings LLC

Minneapolis (USA)

I

USD

2,000,000

100.0%

Miracle Ear Canada Ltd.

Vancouver (Canada)

I

CAD

54,915,200

100.0%

Sound Authority, Inc.

Orangeville (Canada)

I

CAD

0

100.0%

2332325 Ontario Ltd.

Strathroy (Canada)

I

CAD

0

100.0%

6793798 Manitoba Ltd

Winnipeg (Canada)

I

CAD

0

100.0%

Grand River Tinnitus and Hearing Centre

Kitchener (Canada)

I

CAD

0

100.0%

Ltd

Cobourg Hearing Ltd.

Cobourg (Canada)

I

CAD

0

100.0%

Ossicle Hearing Ltd.

Kelowna (Canada)

I

CAD

0

100.0%

77

Interim Report as at 31 March 2020 > Consolidated Financial Statements

2076748 Alberta Ltd.

Edmonton (Canada)

I

CAD

0

100.0%

Company name

Registered head office

Direct/Indirect

Currency

Share

% held as at

ownership

Capital

03/31/2020

2063047 Alberta Ltd.

Edmonton (Canada)

I

CAD

0

100.0%

Amplifon South America Holding LTDA

São Paulo (Brasil)

D

BRL

3,636,348

100.0%

GAES S.A.

Santiago de Chile (Chile)

D

CLP

1,901,686,034

100.0%

GAES Servicios Corporativo de

Santiago de Chile (Chile)

I

CLP

10,000,000

100.0%

Latinoamerica Spa

Audiosonic Chile S.A.

Santiago de Chile (Chile)

I

CLP

1,000,000

100.0%

GAES S.A.

Buenos Aires (Argentina)

D

ARS

133,476,452

100.0%

GAES Colombia SAS

Bogota (Colombia)

I

COP

21,803,953,043

100.0%

Soluciones Audiologicas de Colombia

Bogota (Colombia)

I

COP

45,000,000

100.0%

SAS

Audiovital S.A.

Quito (Ecuador)

I

USD

430,337

100.0%

Centros Auditivos GAES Mexico sa de cv

Ciudad de México (Mexico)

I

MXN

164,838,568

100.0%

Compañía de Audiologia y Servicios

Aguascalientes (Mexico)

I

MXN

43,306,212

66.4%

Medicos sa de cv

GAES Panama S.A.

Panama (Panama)

I

PAB

510,000

100.0%

Amplifon Australia Holding Pty Ltd

Sydney (Australia)

D

AUD

392,000,000

100.0%

National Hearing Centres Pty Ltd

Sydney (Australia)

I

AUD

100

100.0%

National Hearing Centres Unit Trust

Sydney (Australia)

I

AUD

0

100.0%

Attune Hearing Pty Ltd

Brisbane (Australia)

D

AUD

14,771,093

100.0%

Attune Workplace Hearing Pty Ltd

Brisbane (Australia)

I

AUD

1

100.0%

Ear Deals Pty Ltd

Brisbane (Australia)

I

AUD

300,000

100.0%

Otohub Unit Trust (in liquidation)

Brisbane (Australia)

D

AUD

0

100.0%

Otohub Australasia Pty Ltd

Brisbane (Australia)

D

AUD

10

100.0%

Amplifon Asia Pacific Pte Limited

Singapore (Singapore)

I

SGD

1,000,000

100.0%

Amplifon NZ Ltd

Takapuna (New Zealand)

I

NZD

130,411,317

100.0%

Bay Audiology Ltd

Takapuna (New Zealand)

I

NZD

0

100.0%

Dilworth Hearing Ltd

Auckland (New Zealand)

I

NZD

0

100.0%

Amplifon India Pvt Ltd

Gurgaon (India)

I

INR

1,400,000,000

100.0%

Beijing Cohesion Hearing Science

Běijīng (China)

D

CNY

2,143,685

100.0%

&Technology Co. Ltd (**)

Tianjin Cohesion Hearing Science

Tianjin (China)

I

CNY

3,200,000

100.0%

&Technology Co. Ltd (**)

Shijiazhuang Cohesion Hearing Science

Shijiazhuang (China)

I

CNY

100,000

100.0%

&Technology Co. Ltd (**)

  1. Medtechnica Ortophone Ltd, despite being owned by Amplifon at 80%, is consolidated at 100% without exposure of non-controlling interest due to the put-call option exercisable from 2019 and related to the purchase of the remaining 20%.
    (**) Beijing Cohesion Hearing Science &Technology Co. Ltd. and its subsidiaries (Tianjin Cohesion Hearing Science &Technology Co. Ltd and Shijiazhuang Cohesion Hearing Science &Technology Co. Ltd), despite being owned by Amplifon at 51%, are consolidated at 100% without exposure of non-controlling interest due to the put-call option exercisable from 2022 and related to the purchase of the remaining 49%.

78

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Companies valued using the equity method:

Company name

Registered head office

Direct/Indirect

Currency

Share

% held as at

ownership

Capital

03/31/2020

Comfoor BV (*)

Doesburg (The

I

EUR

18,000

50,0%

Netherlands)

Comfoor GmbH (*)

Emmerich am Rhein

I

EUR

25,000

50,0%

(Germany)

Ruti Levinson Institute Ltd (**)

Ramat HaSharon (Israel)

I

ILS

105

12,0%

Afik - Test Diagnosis & Hearing Aids Ltd (**)

Jerusalem (Israel)

I

ILS

100

12,0%

Lakeside Specialist Centre Ltd (**)

Mairangi Bay (New

I

NZD

0

50,0%

Zealand)

(*) Joint Venture

(**) Related companies

79

Interim Report as at 31 March 2020 > Consolidated Financial Statements

Declaration of the Executive Responsible for Corporate Accounting Information pursuant to Article 154-bis of Legislative Decree 58/1998 (Consolidated finance act)

The undersigned Gabriele Galli, Chief Financial Officer of the Amplifon Group, as Executive Responsible for Corporate Accounting Information hereby declares that the quarterly report at 31 March 2020 corresponds to the results documented in the books, accounting and other records of the Company.

Milan, 29 April 2020

Executive Responsible for Corporate

Accounting Information

Gabriele Galli

80

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Amplifon S.p.A. published this content on 13 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2020 07:34:09 UTC