1 Annual Report 2010
2 The Company s Evolution Medical-scientific progress 1950 The 1960s and 1970s The 1990s In Milan, Charles Holland founds Amplifon, a company specialising in the commercialisation of hearing aids. Amplifon consolidates its growth in the Italian market by opening stores in all regions of the country. By developing and renewing our management, we gradually evolved into a service company, able to develop and distribute exclusive solutions, providing custom-made hearing-aids and after-sales service with the aim of maximising customer satisfaction. Expansion to other countries began, starting with the Iberian Peninsula in These were fundamental years for the Group which developed a clear internationalisation strategy, essential for its growth, through significant acquisitions of the main competitors in Switzerland, France, the United States and The Netherlands. On June27 th 2001, Amplifon was listed on the Italian Stock Exchange. Amplifon also expanded into Africa and the Middle East establishing a business channel in Egypt. The strategy of internationalisation continued, strengthening the Group s position within key markets such as the USA and Holland and allowed us to entering Germany and the United Kingdom for the first time. In the years we completely transformed our communication strategy, starting with the brand, to further strengthen our customer-oriented positioning and to face the new challenges which the world market and future society presented. The CRS (Centre for Research and Studies) was founded becoming the reference point for the scientific community dedicated to increasing knowledge by means of research, development and training in the audiological, audioprosthetic, phoniatric and logopaedic fields. Amplaid, a biomedical range providing the ear-nose-and-throat specialist with advanced audiological, diagnostic and rehabilitation tools, was created at the same time. The CRS played an increasingly important strategic role within the medical community, via the organisation of themed workshops, events and seminars which would become ever more common. Always at the forefront of technological research, Amplifon set a new standard in Italy: the first completely digital hearing aid, which combined reduced size with high-definition sound quality By means of the significant acquisition of Dialogue we entered the Belgian market The acquisition of NHC enabled Amplifon to enter into the Australian and New Zealand market. The Group consolidated its worldwide position with a presence in 18 countries across Europe, North America, Oceania, India and Africa via the ownership of 8 brands. Our distribution network consists of 3,200 specialist points of sale, 1,600 affiliated shops and more than 2,200 authorised centres. Following the recent Australian acquisition, Amplifon now comprises a total workforce of approximately 9,000 people, 4,100 of which are audio-prosthesists and hearing aid specialists.
3 Bringing sound to life We are committed to give back to people with hearing loss full activity and joie de vivre by achieving total satisfaction in auditory communication in all the various situations of daily life.
4 TRASLATION FROM THE ORIGINAL ITALIAN TEXT The Chief Executive Officer s Message 4 Highlights Our Role in the World 12 Our Brands 14 Revenues from Sales and Services 16 The Business Segments 16 The Group Operating Structure 17 The Group Distribution Channels 18 The Corporate Governance structure 22 Personnel and the Code of Conduct 22 Corporate Bodies and Committees 24 The members of the Board of Directors 25 Index Annual Report 2010 Business and Sustainability 30 Business and Sustainability 30 - Hearing Loss - Socio-Economic Aspects - The contribution of Amplifon - The company s business - Social Initiatives Closeness to medical doctors 37 Listening to customers 40 - The Audio-prosthesists - Regulatory framework - The Store People development and value 40 Shareholder Information 48 Listing on the Italian Stock Exchange 48 Main Shareholders 48 Share Price Trend, Trading Volumes and Market Capitalisation 49 Internal Dealing 49 Relations with the Financial Market 49 Share Coverage Financial Calendar 51 2
5 Report on Operations at 31 December Comments on the Financial Results 53 Income Statement 56 Reclassified Balance Sheet 58 Condensed Reclassified Cash Flow Statement 59 Indicators 60 Consolidated Income Statement by Geographical Area 62 - Revenues from Sales and Services - Gross operating margin (EBITDA) - Operating Income (EBIT) - Income (loss) before taxes - Net income (loss) attributable to the Group Consolidated Balance Sheet by Geographical Area 88 - Fixed assets - Net invested capital Net Financial Indebtedness 95 Cash flow 99 Acquisitions of companies and businesses 101 Statement of Changes in Net Equity and the results for the period of the Parent Company Amplifon S.p.A. and the Group Net Equity and results for the period in question as at 31 December Risk management 103 Shareholdings of Directors, Auditors, General Directors and Managers with strategic responsibilities 111 Treasury shares 112 Research and development 112 Transactions between group companies and with related parties 112 Contingent liabilities 113 Subsequent events 113 Outlook 114 Corporate Governance report 115 Comments on the financial results of the Parent Company Amplifon S.p.A Reclassified Income Statement - Reclassified Balance Sheet - Condensed reclassified Cash Flow Statement - Revenues from sales and services - Gross operating margin (EBITDA) - Operating Income (EBIT) - Income (loss) before taxes - Net income (loss) - Non current assets - Net invested capital - Net Equity - Net Financial Indebtedness - Reclassified Cash Flow Statement - Related-Party Transactions - Anticipated operating progress Consolidated Financial Statements at 31 December Consolidated Financial Statements at 31 December Consolidated Statement of Financial Position 144 Consolidated Income Statement 146 Statement of Comprehensive Income 147 Statement of changes in Consolidated Net Equity 148 Consolidated Cash Flow Statement 150 Supplementary Information to the Financial Statements 151 Explanatory Notes and Annexes 152 Annexe I 225 Annexe II 228 Declaration in respect of the Consolidated Financial Statements Pursuant to art. 154 bis of D.Lgs 58/ Independent Auditor s Report at 31 December Amplifon Annual Report 2010
6 The Chief Executive Officer s Message To the Shareholders, For Amplifon, events of the last year represented a very important turning point and a fundamental milestone in the Group s history. In 2010 we celebrated our 60th anniversary and entered Asia and Oceania for the first time, owing to the important acquisition of National Hearing Care (NHC), the market leader in the commercialisation of hearing solutions in Australia, New Zealand and India. NHC operates in this market with a network of more than 200 stores and 250 audio-prosthesists. It has a strong position, especially in Australia where it operates 107 stores and has a market share of 22%, and in New Zealand where, through the NHC (16 stores) and Bay Audiology trademarks (75 stores), it has a combined market share of 45%. It has also recently started expanding its activities in India where it is currently present with 16 stores. The acquisition of NHC is a strategically significant transaction for the Amplifon Group, which is entering a previously unchartered, important geographical area, offering attractive growth potential via an extremely well-positioned player, a tried and tested business model, expert management and a well-known brand. The Amplifon Group is further reinforcing its worldwide market leading position, with a market share of almost 10% and an extensive network of experience, competence and best practice; the objective is to successfully export and implement the aforementioned in all the countries where it operates, as well as being able to benefit the business from further economies of scale and potential synergies. Via NHC, Amplifon can also count on a solid platform from which to expand into certain Asian markets, whose significant growth will be able to accelerate additional growth. On an annualised basis, NHC s turnover, calculated pro-forma for the calendar year 2010, was equal to AU$151 million and has grown significantly in recent years. NHC has an excellent level of profitability with a pro-forma calculated EBITDA for the calendar year 2010 of AU$40 million while this year s consolidated balance sheet includes the NHC Group only with reference to the month of December The acquisition, for AU$460 million on a debt and cash free basis, was financed by an increase of share capital reserved to institutional investors, which generated net cash of 71 million, and for the remaining part, by a long-term bank loan in Euros and Australian Dollars from a consortium of banks organised by Banca Imi S.p.A., BNP Paribas Italian Branch, Citigroup Global Markets Limited and UniCredit Corporate Banking S.p.A., with the participation of 13 other banks. As part of this operation Amplifon also obtained from the underwriters U.S. Private Placement, consent to a temporary change, valid until 30 September 2011, of financial covenants with an increase of the aforementioned to a level of 4.0x Net Debt/EBITDA (from the previous 3.5x) and 2.0x Net Debt Group Net Equity (from the previous 1.5x). With reference to business as usual, the Amplifon Group also achieved notable results in 2010 with significant, additional growth over the previous year: Revenue reached million (up by 7.8% over the 2009 figure of million, of which 4.9% excluded the consolidation of NHC Group and the Belgian subsidiary of the first half-year), thanks to the contribution of Continental Europe and the UK, while the turnover in the US displayed the lower revenue resulting from the transfer of the direct sales channel stores to the indirect channel; 4
7 The Chief Executive Officer s Message Profitability improved significantly in all geographic areas: EBITDA was at 96.9 million (102.3 million excluding non-recurring operations), up by 6.7 million or 7.5% (or 14.7% in respect of recurring operations only and not counting the contribution from the NHC Group) over the 2009 figure of 90.1 million. The Group s net profit reached 30.5 million, compared with the 29.2 million of the 2009 period, and an improvement of 7.3 million (+27.1%) over the previous year with sole reference to the recurring operations. At 31 December 2010 net debt was million, the increase over the previous period ( million) was totally linked to the acquisition of NHC. Net of new debt and related fees paid in advance, the net financial position improved by 39.5 million, confirming the group s ability to generate significant operating cash flows that were able to finance operating investments of 36.1 million. The ratio of net debt to equity was 111% as against 69% of At the end of 2010 net debt was 2.97 times EBITDA, as compared to 1.7 times at 31 December The increase of these indicators is due to the financing of the acquisition of NHC was an important year, one of the most challenging in the Group s history, but we are convinced that we have rendered our Company even more solid, further strengthening our position as a worldwide market leader while also laying the foundation for Amplifon s long term growth, driven by our international know-how and a business model focused on customers needs. Excellence, innovation and customer focus continue to be the pillars of our operating strategy, have made it possible for us achieve our current results and represent a point of departure for the implementation of future strategies. In this context, the Group s focus will be, on the one hand, on the integration of NHC and, on the other, on continuous improvement of our operating efficiency, cost control and significantly reducing our debt. The social nature of Amplifon s mission is a source of daily inspiration for all of our people which encourages working in a sustainable manner across a multitude of channels, appealing to the medical and scientific communities but, above all, directly to the final client and makes us proud of the projects implemented on both a global and local level that reflect the message Amplifon improves the quality of your life. In a phase in which we were part of great transformation, investing significant resources in projects designed to sustain and develop our business, the primary success factor can be found, once again, in the almost 9,000 people who everyday make their professional know-how available to our customers and who, with their invaluable contribution, have made it possible for the Amplifon Group to become a point of reference in its sector, in Italy and in the World. Milan, 8 March 2011 On behalf of the Board of Directors CEO Franco Moscetti 5 Amplifon Annual Report 2010
8 Highlights 2010 In the 2010 period, within the framework of a slight global economic recovery, the Amplifon Group confirmed its worldwide market leadership with improved results than those in TURNOVER Turnover reached a record level of 708 million, an increase of 7.8% over the figure at 31 December EBITDA EBITDA is 7.5% higher than 2009 ( 96.9 million against 90.1 million). The figure would be 14.7% without the transaction costs of the acquisition of the NHC Group ( 5.4 million), NHC s contribution to the 2010 results ( 2.3 million) and the extraordinary revenue of the comparative period ( 3.0 million) and the related issue of a premium reserve by a reinsurer of policies written in the Dutch market. NET PROFIT Ugo Giorcelli (CFO) The Group s net profit stands at 30.5 million, an increase of 4.7% over the 29.2 million of Excluding extraordinary items, the result is an improvement of 7.3 million (+27.1%). NET DEBT The figure is indicative of a considerable increase ( million over the 150 million of 2009), which can be attributed entirely to the acquisition of the NHC Group, financed by an increase of share capital which, net of the costs and commissions of the transaction, led to a net cash of 70.8 million and by the new medium-and long-term debt for a total amount of million, which led to the payment of initial fees of 8.3 million. Excluding this amount, the net financial position has improved by 39.5 million, which confirms the group s capacity to generate significant operating cash flows capable of financing investment to the amount of 36.1 million. As a total effect of this transaction, the short-term component of the financial debt was a positive 67.5 million, while medium-long term debt stood at million. 6
9 Highlights 2010 Sales by Region FY 2010 ( million) North America 9.2 Asia and Oceania Africa UK and Ireland Continental Europe EBITDA by Region FY 2010 ( million) Asia and Oceania Africa North America 16.1 UK and Ireland Continental Europe Growth and Profitability ( million) REVENUE CAGR : +10.2% EBITDA CAGR : +14.6% % % % % 17.1% % % % % 13.7% CAGR: Compound Annual Growth Rate: the weighted growth rate for the period considered. 7 Amplifon Annual Report 2010
10 Main Economic and Financial Data ( thousand) FY 2010 FY 2009 Change Recurring Nonrecurring Total % (On recurring) Recurring Nonrecurring Total % (On recurring) % (On recurring) Economic data: Revenues from sales and services Gross operating margin (EBITDA) Operating result before the amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) Operating income (EBIT) Profit (Loss) before Income Taxes Group net income (loss) 708, , % 657, , % +7.8% 102,310 (5,421) 96, % 87,189 2,957 90, % +17.3% 80,104 (5,421) 74, % 65,445 2,957 68, % +22.4% 70,599 (5,421) 65, % 56,894 2,957 59, % +24.1% 59,005 (5,421) 53, % 43,308 2,957 46, % +36.2% 34,250 (3,723) 30, % 26,950 2,203 29, % +27.1% ( thousand) 31/12/ /12/2009 Change % Financial data: Fixed assets 812, , , % Net invested capital 726, , , % Group Net Equity 344, , , % Total Net Equity 344, , , % Net Financial Indebtedness 381, , , % Net Financial Indebtedness / Group Net Equity Net Financial Indebtedness /Net Equity Net Financial Indebtedness /EBITDA
11 Highlights 2010 ( thousand) FY 2010 FY 2009 Free cash flow 57,947 57,918 Cash flow generated (absorbed) by acquisition activities (335,113) (17,367) (Purchase) sale of other investments and securities (819) (530) Cash flow provided by (used in) financing activities (7,989) 929 Net cash flow from the period (228,238) 40,950 Effect of the disposal of assets and of exchange rate fluctuations on the net financial position Net cash flow from the period with changes for discontinued operations and exchange rate fluctuations (3,216) (296) (231,454) 40,654 EBITDA is the operating result before amortisation, depreciation and impairment of tangible and intangible assets. EBITA is the operating result before the amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations. EBIT represents the operating result before financial income and charges and taxes. Free cash flow represents the cash flow of operating activities and investment activities before the cash flows used in acquisitions and payment of dividends. The Net financial indebtedness / Group Net Equity indicator is the ratio of the net financial indebtedness to the Group s net equity. The Net financial indebtedness / Net Equity indicator is the ratio of net debt to total net equity. The Net Debt / EBITDA indicator is the ratio of net debt to EBITDA for the last four quarters (determined with reference only to recurring operations and on a pro-forma basis in case of significant changes in the Group Structure). 9 Amplifon Annual Report 2010
12 THE SOUND OF RENAISSANCE Recovering Italy is the cradle of new growth opportunities.
13 50s In 1950, thanks to the entrepreneurial spirit of Charles Holland, Amplifon was born, the first Italian company to provide a business overseeing the distribution, customisation and implementation of hearing solutions. The success of intuition: the economic and industrial boom of the post war period was the ideal setting to spark continuous business growth and expand geographical coverage, which lead Amplifon to emerge as the undisputed leader in the world market. The exponential increase in births also lays the foundation for the future success of the Company: the babyboomers - the most numerous generation in history - are drawing near to the age of 65 and the consumption habits they are developing, focus on the continuous search for better products with the aim of enhancing personal well-being. With this potential target in mind, the hearing aid becomes an increasingly effective solution allowing for the rediscovery of pleasure of listening and the quality of life governing day-to-day hearing communication.
14 Our Role in the World Thanks to Amplifon, millions of people have rediscovered the joy of hearing all of life s sounds. Our challenge is to continue to help an ever-growing number of people, throughout the world, with our international know-how and a global business model focused on the customers needs. 12
15 We are global leaders in the distribution, application and customisation of hearing solutions, owing to our customerfocused ethos, unique and innovative business model, the solid financial basis and foresight of the expansion strategy which has allowed us to consolidate our international presence in 18 countries and opened the way to the new markets of Australia, New Zealand and India. Our worldwide leadership extends to volumes, turnover, distribution network and geographical presence. The Group s competitive positioning Country Brand Market share Position Italy Amplifon 40% # 1 The Netherlands BeterHoren 37% # 1 France Amplifon 11% # 2 Germany Amplifon 4% # 3 United Kingdom and Ireland* Amplifon 14% # 2 Switzerland Amplifon 22% # 1 Spain Amplifon 12% # 2 Portugal Amplifon 9% # 4 Belgium Dialogue 20% # 2 Hungary Amplifon 10% # 1 USA Miracle Ear/Sonus 10% # 1 Canada Sonus 1% - Australia NHC 22% # 2 New Zealand Bay Audiology/NHC 45% # 1 India NHC - - Egypt Amplifon - # 1 Markets of Operation ** 14% # 1 Global Market ** 9% # 1 (*) Data refers solely to the private sector, excluding the National Health Service. (**) Source: National Trade Associations and estimates provided by insurance brokers. Note: Market shares refer to volumes sold; Amplifon market shares are estimated by local Management based on information received from the suppliers. There is no official certified data source for the volumes sold; Being our average selling price in the upper market range, it is reasonable to expect that market shares calculated according to revenue will exceed those based on volumes. 13 Amplifon Annual Report 2010
16 Our Brands Amplifon is the primary Group brand, the worldwide leading multinational Company distributing high-tech hearing aids produced by the leading manufacturers and adapted to the needs of hearing impaired customers, via a range of customised services. Our business focuses primarily on the hearing aids sector (87%), followed by other products such as batteries, consumables, repairs, accessories, spare parts and services (12%) and by biomedical products (1%). Beter Horen is an historic Dutch brand, with a market presence of more than 100 years, which was acquired in In consideration of its recognised value and wide diffusion within the local market, it has been retained and integrated in Amplifon s new logo. Dialogue is a well-known Belgian brand which goes back almost 60 years. It came to form part of the Group in 2009; it kept its own identity, however it was integrated into the new Amplifon layout. Audition Luxembourg is a company based in Luxembourg - operating since 2002, it quickly became known for the quality of its products and customer service - acquired in
17 Sonus is the brand of a chain of clinics acquired in the US in 2002, which offers high-level hearing solutions and has a strong medical identity. Miracle Ear is the historic brand of our network of franchises in the United States. Acquired at the end of the 90s, it is the market leader in the United States. NHC (National Hearing Care) is the leading Australian company in the marketing of hearing solutions in Australia and New Zealand (where it also operates under the Bay Audiology brand), with a network of over 200 shops and 250 audio-prosthesists, which is currently also expanding into India. 100% of the company was acquired by Amplifon in the second half of
18 Revenues from Sales and Services ( thousand) Change % Italy 210, , % The Netherlands 96,294 85, % France 92,602 93, % Germany 40,497 40, % Switzerland 33,287 30, % Iberian Peninsula 32,682 31, % Belgium and Luxembourg 19,560 8,394 n.a.* Hungary 3,297 3, % Intergroup disposals (272) (258) 5.4% Total Continental Europe 528, , % United Kingdom and Ireland 39,366 36, % Total UK and Ireland 39,366 36, % USA - Canada 129, , % Total America 129, , % Australia 5,586 - n.a. New Zealand 3,556 - n.a. India 22 - n.a. Total Asia and Oceania 9,164 - n.a. Egypt 1,881 1, % Total Africa 1,881 1, % Intergroup disposals (4) (8) -50.0% Total 708, , % (*) The Belgian Company has been acquired with effect from July 1 st The Business Segments Our Group focuses on a single business segment, i.e. the marketing of hearing aids and related products and connected services (batteries, consumables, accessories, repairs, spare parts), which generate most of our turnover. 12% 1% 87% 16
19 Our Role in the World The Group Operating Structure The operating structure is divided according to 4 geographic Regions: Europe, North America, Asia and Oceania, Africa. Amplifon Europe North America Asia and Oceania Africa Continental Europe Italy The Netherlands USA Canada Australia New Zealand Egypt France India Germany Switzerland Hungary Spain Portugal Belgium Luxembourg UK and Ireland Great Britain Ireland Each Region is responsible for comprehensive and correct implementation of the Group s strategic guidelines and coordination of the activities performed at Country level. The Management of each Country is responsible for developing the Group s business with a specific focus on sales and marketing. At the headquarters in Milan, all the strategic and international control functions are overseen by the Leadership Team: global strategy, international marketing and communication, investor relations, IT systems, supply chain, research promotion, quality-control, currency risk management, human resources management and coordination, legal consulting and management and support to M&A activities. Members as at December 31 st 2010: Paul Mirabelle (Market Director Asia-Pacific), Franco Moscetti (Chief Executive Officer), Heinz Ruch (Market Director North America), Giovanni Caruso (Chief HR Executive), Ugo Giorcelli (Chief Financial Officer), Gilbert Ferraroli (Market Director Europe), Alberto Baroli (Chief Innovation & Development Officer), Enrico Bortesi (Chief Supply Chain and Purchasing Executive). 17 Amplifon Annual Report 2010
20 The Group Distribution Channels Amplifon operates through two main distribution channels. 1) Corporate business - Direct Point of Sales This is the direct channel, in which the sales relationship is between Amplifon and its customers. Direct points of sale through which activity is carried out, may be divided according to: a) sales conducted by Amplifon employees; b) sales conducted by external collaborators, who sell hearing aids in the name of and on behalf of Amplifon; c) points of first contact with customers, who direct customers to the shops. 2) Non-corporate business - Indirect points of sale The indirect channel through which Amplifon sells to independent firms, which then distribute hearing aids and accessories and complementary services to the end-users. According to the degree of predominance of the Amplifon Group s brands in the stores, they break down as follows: a) Franchisees Franchisees run their own commercial risks, while benefiting from the use of advanced marketing tools, exploitation of a market leading brand (e.g. Amplifon or Miracle Ear) and other high value-added services (training, administrative and accounting services, pension provision, etc.). They purchase the products exclusively from the Amplifon Group and may benefit from the service centres as points of first contact with customers. b) Wholesale (mainly active in the US) This channel is comparable to wholesale in that these operators can purchase products and services from suppliers other than Amplifon. They can be categorised according to their operating model: Business owners enjoying special terms and conditions, e.g., members of a buying association coordinated by Amplifon, which receives a commission on each sale; Independent buying groups to which the Group supplies hearing aids according to a pre-arranged quantity agreement; Associations and insurance companies which steer customers towards either one of our direct or indirect points of sale. 18
21 Our Role in the World The following tables provide details of the points of sale, dividing them according to direct and indirect channels. December 2010 Direct points of sale: Indirect points of sale: Total by Country: Direct/Agents Franchisee/ Service Centre Wholesale Italy France The Netherlands Germany Iberian Peninsula Switzerland Belgium and Luxembourg Hungary Total Continental Europe 1, ,413 United Kingdom and Ireland North America 71 1,275 1,601 2,947 Egypt Australia New Zealand India Total by Type 1,822 1,363 1,601 4,786 December 2009 Direct points of sale: Indirect points of sale: Total by Country: Direct/Agents Franchisee/ Service Centre Wholesale Italy France The Netherlands Germany Iberian Peninsula Switzerland Belgium and Luxembourg Hungary Total Continental Europe 1, ,381 United Kingdom and Ireland North America ,104 Egypt Total by Type 1,677 1,419 1,651 4, Amplifon Annual Report 2010
23 THE VOICE OF PROGRESS New scientific horizons open up exciting prospects. 60s 70s Impressive advances in all fields of science form part of the most significant transformations of the century. Amplifon is also on the same wavelength with the founding of the Centre for Research and Studies (CRS), an independent, notfor-profit organization dedicated to development and research in the fields of audiology and otology; the company is committed to the dissemination of scientific and technological sector developments and serves to highlight the Company s leadership status on the world stage. Over time, the CRS would become a reference point for the medical profession and all health care programs with more and more articles that include educational events, conferences, publications, awards, scholarships and international projects.