Financial Reports

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the draft financial statements and the consolidated financial statements at 31 December 2022 presented by CEO Antonio Porro.

2022 HIGHLIGHTS
The year 2022 saw the Group complete the strategic path of reshaping its business portfolio, which helped greatly ease its exposure to magazines while strengthening its foothold in book publishing, and will now continue with an exclusive focus on developing its core business.
During the year in fact, the Group completed a number of extraordinary transactions, the most noteworthy of which include:

• regarding the core business of Books, with a combined strategy of vertical integration in the supply chain and strengthening of its publishing leadership:
  • the acquisition of 50% of De Agostini Libri, active in Trade books with focus on the children’s and non-fiction segments, and the subsidiary Libromania, active in the promotion of third-party publishers;
  • the acquisition, with a view to strengthening the distribution of third-party publishers, of 50% of A.L.I. – Agenzia Libraria International, which will be fully consolidated as of 2023, following the acquisition of an additional 25% stake;
  • the acquisition of 51% of Star Comics, which makes the Group the Italian leader in the comic books segment.
• regarding the Print Media business, with a view to reducing exposure to the segment:
  • the disposal of a majority stake in Press-di, active in the nationwide distribution of magazines and newspapers;
  • the start of the disposal process of the business unit related to the Grazia and Icon brands, including the related international network, a transaction later completed in January 2023.

“In 2022 we achieved remarkable results, with double-digit growth in revenue and margins and the best net profit in the last 15 years. The performance as a whole – exceeding the guidance disclosed to the market – is clear proof of the success of the strategic repositioning of our businesses, the result of various acquisitions.
All this, combined with the many efficiency measures put in place by Management, has enabled us to further strengthen our operating-financial standing, despite a market and geopolitical scenario still dominated by uncertainty, marked among other things by a sharp increase in the cost of inputs”, stressed Antonio Porro, CEO of the Mondadori Group.

PERFORMANCE AT 31 DECEMBER 2022
Consolidated revenue amounted to € 903 million, growing by 11.8% versus 2021, despite the disposals in the Media area, thanks in particular to both the inclusion of D Scuola in the consolidation scope and the positive trend of the Books market, which benefited the Trade Books and Retail areas.

Adjusted EBITDA came to € 136.3 million, increasing by approximately € 31 million, or improving by 29%: one-third of this strong growth stems from the operating performance of the original scope, thanks to the increased efficiency achieved, and two-thirds from the consolidation of D Scuola.
Overall, profitability stood at 15.1%, up by 2 percentage points versus 2021.

EBITDA, which came to € 130.7 million versus € 91.1 million in 2021, improved even more (+43%), thanks to the operating trend and to the reduction in restructuring costs in the Media and Corporate areas versus the prior year.

EBIT, amounting to € 72.7 million, recorded a sharp improvement versus 2021 (+60.8%), despite the impact of higher amortization (€ 4.7 million) arising from the Purchase Price Allocation process of goodwill resulting from the concluded acquisitions (especially D Scuola).
EBIT in 2022 also includes a number of write-offs, totaling € 7.2 million (€ 7.4 million in 2021), resulting from the impairment process (relating in particular to the TV Sorrisi e Canzoni brand in the Media area, which was affected mainly by the increase in the discounting rates adopted).

Adjusted EBIT in 2022, net of extraordinary expense and all non-cash items related to Purchase Price Allocation and impairment processes, would amount to € 90.1 million, up by more than € 22 million versus the prior year.

Total financial expense for the period, amounting to € 5.7 million, increased by € 1 million, as a result of the Group’s higher average financial debt and the new evaluation of the earn-out from the acquisition of Hej! (€ 0.9 million).

The consolidated result before tax closed with a positive € 66.9 million versus € 38.6 million in 2021 (+73%).
Contributing to the strong increase of € 28.3 million was the improvement of € 1.3 million in the results of the associates resulting from the disposal on 1 January 2022 of the stake in Monradio and the start of the accounting of the share of profits of A.L.I., which more than offset the € 1.7 million write-down of the stake in Attica.

Net profit, after non-controlling interests, amounted to € 52.1 million, up by 18%, the best result achieved by the Group in the last 15 years; neutralizing the non-operating effects that impacted on 2021 and 2022, adjusted net profit would amount to € 64 million, up by more than 50%.

In addition to the buoyant performance of operations, the Group confirmed solid cash generation in the year, with Cash Flow from Ordinary Operations of € 70.2 million versus € 68.2 million in 2021.

The Net Financial Position (before IFRS 16) stood at € -106.1 million (€ -94.8 million in 2021); considering the effects of IFRS 16, the NFP stood at € -177.4 million, lower than € -179.1 million at December 2021, with a debt/Adjusted EBITDA ratio of 1.3x.
The minor change in the Net Financial Position between 2021 and 2022 shows – also looking ahead – the Group’s ability to self-finance, with its own cash generation, the active M&A policy implemented over the last year, preserving the ability to distribute dividends.

2022 saw, in fact, the return to a shareholder remuneration policy with the distribution of dividends totaling approximately € 22 million, equal to a pay-out of 50% of 2021 net profit.

At 31 December 2022, Group employees amounted to 1,900 units, up by 5% versus 1,810 units at 31 December 2021 (+90), due mainly to the inclusion of D Scuola staff (a total of 125 units).
Neutralizing the effect of all scope changes – namely, the acquisitions of D Scuola, De Agostini Libri and Star Comics, and the disposals of titles and assets in the Media area – the Group workforce would drop by approximately 1%, thanks to the continued efforts to increase the efficiency of individual corporate areas and functions.

BUSINESS OUTLOOK
The Group’s current setup, operating performance, and cash generation ability shown in 2022 allow us to estimate a further improvement in results for the new year, despite the continuing negative impacts of rising prices related to the purchase of raw materials and services.

From a strategic point of view, the Group intends to continue on the path of consolidating its core business and therefore its leadership in the Books area, from a publishing point of view, by strengthening the identity and specialization of the various publishing houses, and by pursuing the process of vertical integration of book chain activities. In the School textbooks segment, the Group will also complete the operational integration project of D Scuola.

In the Retail area, Mondadori will continue, on the one hand, the selective development of the network of stores functional to the completion of the widespread coverage of the Country, as well as the remodelling and downsizing of stores in order to optimize retail space and maximize network efficiency, and on the other, its efforts to focus on the book product in order to both increase the profitability of the area and to enhance its effectiveness in conveying the Group’s publishing proposition to the market.

In the Media area, the Mondadori Group will concurrently continue on the path of developing its digital skills and range of products, with particular regard to its presence on Social channels and influencer marketing.

Thanks to the financial and capital solidity achieved, the Group can continue on the virtuous path of development it embarked on a few years ago, pursued also through the continued use, especially in the books and digital businesses, of M&As, beneficial to the Group’s intention to continue to seize opportunities for inorganic growth.

Income Statement
The Group’s operating and financial targets that follow refer to a scope that includes only completed extraordinary transactions, therefore:

• in the Books area, full consolidation for the whole year of A.L.I. – Agenzia Libraria International, De Agostini Libri and Libromania (consolidated for 9 months in 2022), as well as Star Comics (consolidated for 6 months in 2022);
• in the Media area, deconsolidation for the whole year of Press-di and the print and digital operations referring to the Grazia and Icon

In light of the above and the relevant context, reasonable estimates for 2023 point to a:

• single-digit growth of revenue, in relation to which the above changes in the consolidation scope will have a neutral impact overall; the different business areas are in fact expected to show different trends: growth in the areas focused on the Book product, an increase in the Digital segment of the Media area, and, consistent with the structural downtrend of markets, a continued reduction in the Print Media business, which is expected at year-end to account for less than 10% of Group revenue;
• Single-digit growth of adjusted EBITDA. Even net of the recognition of relief to the museum business that benefited 2022 (approximately € 6.4 million), not planned however for 2023, adjusted EBITDA would grow high single-digit. Margins are likewise expected to grow – from 14% to 15% – thanks to:
  • targeted pricing policies,
  • careful cost containment policies,
  • completion of the operational integration of D Scuola,

and the Group is confident that it can more than offset the expected increase in costs for raw materials and services;

• the net result for 2023 is expected to grow by approximately 10% – despite higher amortization and depreciation resulting from both the Group’s policy of increasing investments and the effects of the Purchase Price Allocation process – due primarily to the absence of the write-down of certain balance sheet items, which is currently not expected to repeat in the new year.

Cash Flow and Net Financial Position
In 2023, the Group is expected to confirm the significant cash generation ability shown in recent years:

• Cash Flow from Ordinary Operations is expected to range from € 60 to € 65 million, up by as much as 10% versus 2022, net of the one-off impact of derivative instruments related to interest rate risk hedges;
• the Group’s net financial debt (IFRS 16) is expected to stand at 1.0x Adjusted EBITDA at end 2023, down versus 1.3x at end 2022.

Dividend Policy
Thanks to its solid financial and capital standing, the Group returns to a shareholder remuneration policy that will see the distribution of dividends in an annual amount equal to the greater of 40% of Cash Flow from Ordinary Operations and the dividend of the prior year.
Mention should be made that in 2024, from the result of 2023, the Board of Directors intends to propose the Shareholders’ Meeting to pay any dividend in two equal tranches (in May and November).
Each year, the Board of Directors, when proposing the distribution to the Shareholders’ Meeting, will in any case take account of the general macroeconomic scenario, as well as the expected cash flows that will affect the Group’s financial and capital structure.

AGREEMENT SIGNED ON DISPOSAL OF STAKE IN SOCIETA’ EUROPEA DI EDIZIONI
Today Arnoldo Mondadori Editore S.p.A. signed an agreement on the disposal to P.B.F. S.r.l. of the 18.45% stake held in Società Europea di Edizioni (SEE S.p.A.), publisher of the daily Il Giornale.
The provisional consideration for the transaction was set at € 3.7 million and includes an adjustment mechanism based on SEE’s net financial position and net working capital at the closing date, which is contractually scheduled by 30 June 2023. The accounting effects of the disposal will be defined and disclosed on completion of the transaction.
The disposal is consistent with the strategy of focusing on the books segment and on the divestment of non-strategic assets and investments.

PERFORMANCE OF BUSINESS AREAS

• BOOKS

Following the remarkable growth seen in 2021, 2022 witnessed a consolidation phase of the books market, which was basically steady in terms of value (+0.2%) and volume (-0.4%) versus 2021.
Breaking down this trend into the different segments that form the Trade publishing market, the stability seen is the result of a slight growth in the Trade segment in a narrow sense (+1.2%); a stronger increase by Comics (+7.5%), which continued to be the most dynamic segment even after the remarkable growth seen from 2019 to 2021; and a sharp decline in the Professional segment (-14.7%).

Against this backdrop, the publishing houses of the Mondadori Group recorded a growth in sell-out of 2.2% during the year, the result of a gradually improving performance.
Thanks to these results, the Mondadori Group was able to strengthen its domestic leadership with a growing market share, after as many as 5 years, reaching 27% at end 2022.

The School textbooks market (primary and secondary schools) in Italy in 2022 is estimated to increase by approximately 1% versus the prior year, settling at a total of approximately € 605 million; against this backdrop, the Group’s publishing houses recorded a basically steady sales/adoption ratio in secondary schools and achieved a 32.3% market share (including the share of D Scuola), down slightly versus the prior year: the decline is attributable to the primary school segment, marked by greater volatility and lower profitability, and to the reduction recorded by distributed publishers.

Revenue from the area in 2022 amounted to € 576.2 million, up by 23.9% (+7.4 excluding the contribution of D Scuola) versus the prior year, broken down as follows:

• +11.8% in the Trade area, driven by the positive performance of the publishing houses, with a contribution also from De Agostini Libri and Star Comics acquired during the year, along with the sharp upswing of Electa’s museum activities;
• +45.2% in the Education segment, thanks to the consolidation of D Scuola;
• +34.7% in service and distribution activities of third-party publishers, which benefited from the contribution of Libromania.

Despite higher paper purchase costs of over € 11 million, adjusted EBITDA in the Books area in 2022, including the contribution of D Scuola (€ 23.2 million), came to € 118.5 million, up by € 26 million versus 2021.
Profitability achieved by the Books area, amounting to approximately 21% in 2022, is higher than the figure recorded in 2021 (20%).

• RETAIL

The year 2022 saw the continued policy of developing and optimizing the physical network implemented in recent years. This transformation process resulted in improved operational and management performance.

During the year, the Retail area recorded revenue of € 189.2 million, an increase of € 15.3 million (+8.8%) versus 2021.

Ongoing store renovation and focus on the core business of books enabled the Mondadori Store network to consolidate its role on the market (with a 12.5% market share, up by 1.2% versus the prior year), thanks to the solid growth of Books revenue (€ +15.1 million).

Sales by channel show:

• further growth in revenue from directly-managed bookstores (+26.7% versus the prior year) and franchised bookstores (+4.3% versus the prior year);
• a decline in the online channel, after the growth in the previous two years, in line with the negative trend of the entire e-commerce market.

During the year, Mondadori Retail recorded significant growth in adjusted EBITDA, which stood at € 9.1 million (€ +4 million versus 2021).

• MEDIA

In 2022, the Mondadori Group completed the rationalization of its print portfolio, focusing on brands with the highest potential for multimedia development.

In 2022, the Media area revenue amounted to € 177.8 million, down by 13.9% versus 2021.

Excluding the effects of the deconsolidation of the titles sold at end 2021 and Press-di’s distribution business, revenue would have grown by +2%, broken down as follows:

• digital activities, which account for more than 27% of the area’s total revenue, rose sharply by 6% in 2022;
• traditional print activities were down by 4%.

The Media area’s adjusted EBITDA stood at € 14.1 million, growing by 14% versus the prior year, while margins improved by 2 percentage points (from 6% to 8%), attributable mainly to the curbing of operating costs as well as the recognition of a tax receivable of € 1.9 million.

PERFORMANCE OF ARNOLDO MONDADORI EDITORE S.P.A.
The Parent Company’s income statement at 31 December 2022 shows the same profit as in the consolidated financial statements of € 52.1 million (€ 44.2 million in 2021), due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.
Revenue, which consists of the costs of central units charged back to subsidiaries, amounted to € 41.8 million, basically steady versus the prior year.
Adjusted EBITDA in 2022 came to € -5.7 million (€ -5.4 million in 2021), slightly deteriorating due to higher utility costs from the management of the Segrate HQ.
Reported EBITDA in 2022 stood at € -6.7 million, a sharp improvement versus 2021 (€ -11.4 million), thanks to lower provisions related to restructuring costs.

DIVIDEND DISTRIBUTION PROPOSAL OF € 0.11 PER ORDINARY SHARE
Based on 2022 results, the Board of Directors has proposed to the next Shareholders’ Meeting, convened on 27 April 2023, the distribution of a unit dividend of € 0.11 per ordinary share (net of treasury shares) outstanding at the record date.
Total dividends amounted to € 28.7 million, up by nearly 30% versus the prior year: this amount is equal to a pay-out of 55% of net profit in 2022 and a dividend yield of 6% (at 31 December 2022).
The dividend will be paid, in accordance with the provisions of the “Regulation of the markets organized and managed by Borsa Italiana S.p.A.”, from 24 May 2023 (payment date), with ex-dividend date (coupon no. 22) on 22 May 2023 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 23 May 2023.

SIGNIFICANT EVENTS AFTER YEAR-END 2022

On 10 January 2023, the Mondadori Group, through its subsidiary Mondadori Media S.p.A., executed the contract for the disposal to Reworld Media S.A. of the print and digital publishing operations of the Grazia and Icon titles, as well as the related international licensing network.
The execution of the transaction took place with the transfer of the business unit heading the operations disposed of to a newly-incorporated company and the concurrent disposal to Reworld Media of 100% of the share capital of the transferee.
On 13 January 2023, the Mondadori Group, through its subsidiary Mondadori Libri S.p.A., concluded the acquisition of a further 25% stake in A.L.I. S.r.l. – Agenzia Libraria International, operating in the distribution of books.
The transaction – which raised the Mondadori Group stake in A.L.I. to 75%, subject to full consolidation as of January 2023 – took place in execution of the agreements defined and disclosed on 11 May 2022 upon acquisition of an initial 50% stake, effective earlier than the date originally scheduled for 28 February 2023. The provisional price, paid entirely in cash, was approximately € 9.5 million and was determined, as already disclosed to the market, on the basis of an average 2021-2022 EBITDA and the positive net financial position (cash) of the scope covered by the transaction.
Additionally, the defined agreements gave the Mondadori Group the right to acquire the remaining 25% in A.L.I., at a price to be determined on the basis of an average 2023-2024 EBITDA, through put&call options exercisable by 30 July 2025.

PROPOSED RENEWAL OF THE AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES
Following expiry of the previous authorization resolved upon by the Shareholders’ Meeting on 28 April 2022, with the approval of the financial statements at 31 December 2022, the Board of Directors will propose to the next Shareholders’ Meeting the renewal of the authorization to purchase and dispose of treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional buyback plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.

Below are the key elements of the Board of Directors’ proposal:

• Motivations
  The motivations underlying the request for the authorization to purchase and dispose of treasury shares refer to the expediency to grant the Board of Directors the power to:
  • use the Treasury Shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
  • use the treasury shares purchased or already held in portfolio against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
  • undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
  • dispose of treasury shares to service share-based incentive plans set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or to Shareholders.

• Duration
  The authorization to purchase treasury shares runs from the date of any resolution approving the proposal by the Shareholders’ Meeting, until the Shareholders’ Meeting called to approve the financial statements at 31 December 2023 and, in any case, for a period no more than 18 months after such date.
  The authorization to dispose of treasury shares is requested for an unlimited period, given the absence of time limits pursuant to current regulations and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out any disposal of shares.

• Maximum number of purchasable treasury shares
  The authorization would allow the purchase, on one or more occasions and also in several tranches, of a maximum number of ordinary shares with a par value of € 0.26 per share, which – taking account of the treasury shares already held by the Company and any shares that may be acquired by subsidiaries – would not exceed a total of 10% of the share capital.
  In accordance with Article 2357, paragraph 1, of the Italian Civil Code, purchase transactions shall be carried out within the limits of the distributable profits and available reserves resulting from the last duly approved financial statements at the time each possible purchase transaction is carried out. The authorization would include the option to subsequently dispose of the treasury shares purchased, in whole or in part, on one or more occasions and even before having reached the maximum number of purchasable shares.

• Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
  The purchases would be made in compliance with Articles 132 of the TUF, 144-bis, paragraph 1, letters b) and d-ter) of the Issuer Regulation, and so:
  –  on regulated markets or multilateral trading systems, according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any other applicable law, including EU law.
  –  in the manner established by the market practices permitted by CONSOB, as per the combined provisions of Article 180, paragraph 1, lett. C) of the TUF, and Article 13 of Regulation (EU) no. 596 of 16 April 2014 (the “Permitted Market Practices”).
  Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.
  The disposal of treasury shares may be made, on one or more occasions and even before having reached the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law, in force and with the Admitted Market Practices, if applicable. The proposed authorization envisages that purchases shall be made at a unit price, in compliance with any regulatory requirements, including Community ones, or Admitted Market Practices pro tempore in force, if applicable, it being understood that the minimum and maximum purchase price shall be determined at a unit price no lower than the official Stock Exchange price of Mondadori shares on the day before the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day before the purchase transaction, increased by 10%. In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices as defined in Point 6 below – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) no. 1052 of 8 March 2016 and, in particular:
  • no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out; and
  • in terms of volumes, daily purchase amounts shall not exceed 25% of the daily average volume of Mondadori shares recorded over the 20 trading days before the dates of purchase, or in the month prior to the month of the notice required by Article 2, paragraph 1, of Regulation (EU) no. 1052/2016.
  • In terms of consideration, sales transactions or other acts of disposition of treasury shares shall be carried out:
  • if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
  • if executed as part of any extraordinary transactions in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
  • if executed to service the Performance Share Plans as referred to in point 1 above in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,147,991 treasury shares, equal to 0.440% of the share capital.
For further information on the proposed authorization for the purchase and disposal of treasury shares, reference should be made to the Directors’ Explanatory Report, which will be published within the time limits and in the manner prescribed by applicable regulations.

GRANTING OF SHARES UNDER THE 2020-2022 PERFORMANCE SHARE PLAN: INFORMATION PURSUANT TO ARTICLE 84-BIS, PARAGRAPH 5 CONSOB REGULATION NO. 11971/1999
The Board of Directors, based on the final assessment of the Performance Targets underlying the Plan, and having heard the Remuneration and Appointments Committee, resolved to allocate a total of no. 461,189 Arnoldo Mondadori Editore S.p.A. shares to 9 beneficiaries, in implementation of the provisions contained in the “2020-2022 Performance Share Plan” established by the Board of Directors on 17 March 2020 and subsequently adopted by the Shareholders’ Meeting on 22 April 2020 (the “2020-2022 Plan”).
Mention should be made that the 2020-2022 Plan takes the form of a share granting plan and grants its beneficiaries the right to receive, free of charge, shares in the Company provided that, at the end of a reference period of three financial years, the performance targets set in the same Plan have been achieved.
The 9 beneficiaries of the 2020-2022 Plan are the Chief Executive Officer, the CFO and 7 managers identified by name by the Chief Executive Officer, as delegated by the Board of Directors.
The characteristics of the 2020-2022 Plan are explained in detail in the Directors’ Report to the Shareholders’ Meeting of 22 April 2020 and in the information document contained therein, available on www.gruppomondadori.it, Governance section, to which reference should be made.
Attached is the information required by Schedule 7 of Annex 3A to CONSOB Regulation no. 11971/1999 to account for the granting of shares in the context of the 2020-2022 Performance Plan.

PROPOSED ADOPTION OF A 2023-2025 PERFORMANCE SHARE PLAN
The Board resolved, on a proposal from the Remuneration and Appointments Committee, and in keeping with the introduction of the performance share approved last year for the medium/long-term remuneration of executive directors and key management personnel, to submit to the approval of the Ordinary Shareholders’ Meeting, the adoption of a 2023-2025 Performance Share Plan, in accordance with Article 114-bis of Legislative Decree no. 58 of 24 February 1998, intended for the Chief Executive Officer, the CFO – Executive Director and a number of Company managers who have an employment and/or directorship relationship with the Company or with its subsidiaries on the granting date of the shares.
With the adoption of the Plan, the Company aims to encourage Management to improve medium to long-term performance, in terms of both industrial performance and growth in the value of the Company.
The Plan envisages the assignment to the beneficiaries of rights to the free allocation of company shares, subject to the achievement of specific performance targets set and measured at the end of the three-year performance period.
These targets are structured to include both shareholder remuneration indicators and management indicators functional to raising the share value, ensuring maximum alignment of Management remuneration and the creation of value for the Company, as well as indicators of a non-operating/financial nature.
For details on the proposed adoption of the 2023-2025 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report, which will be published within the time limits and in the manner prescribed by applicable regulations.

CONSOLIDATED NON-FINANCIAL STATEMENT PURSUANT TO LEGISLATIVE DECREE 254/2016
Under Legislative Decree 254/2016, the Board of Directors’ 2022 Report on Operations of the Mondadori Group is also composed of the Consolidated Non-Financial Statement (NFS), a qualitative-quantitative description of the non-financial performance of the Company, associated with environmental, social, and staff-related issues, as well as those regarding respect for human rights, and the fight against corruption and bribery, which are relevant given the activities and characteristics of the Company. The NFS was prepared in accordance with GRI Standards: In accordance option, and includes benchmark KPIs related to GRI G4 “Media Sector Disclosure”.
With regard to 2022, the Mondadori Group has updated its materiality analysis, consistent with the principles set out by the GRI Sustainability Reporting Standards (GRI Standards) and the reporting scopes laid down by Legislative Decree 254/2016.
In order to continuously improve the process, stakeholder engagement activities were further expanded in 2022 with the engagement not only of employees, teachers, and bookstore customers, but also of suppliers, financial analysts and investors, with more than 9,500 total answers to the engagement questionnaire.
The document also contains relevant information in line with ESMA’s recommendations for the 2022 reporting year, and includes references required by Regulation (EU) 2020/852 related to the recent introduction of the EU Taxonomy.

In the reporting area, the following are the actions and initiatives taken:

• D&I: synergistic work with all corporate departments and implementation of the indicator system;
• training and development in digital and business innovation: > 40,000 hours;
• education and the school world: approximately 5,000 teachers involved in stakeholder engagement;
• COVID prevention and protection actions for employees and associates;
• energy efficiency actions, reducing gas consumption by 25.2%.

During the year no cases of corruption or bribery involving the Company or its employees were reported, and no legal action was initiated or concluded against the Group or its employees for cases of corruption or reports made within the whistleblowing system.
In 2022, the Mondadori Group once again paid special attention to environmental issues, the specific impacts associated with the life cycle of paper products, and the reduction of climate-changing emissions: this is an approach that guides the Company in the implementation of its activities, from the purchase of certified paper to the efficient management of points of sale and property.

SUSTAINABILITY PLAN GUIDELINES
The Mondadori Group launched its first three-year Sustainability Plan in 2022, which identifies strategic areas, quantitative and qualitative targets, and short- and medium-term actions for the ongoing improvement of performance in social, governance, and environmental terms. The Group’s identity, mission and role as a publisher are reflected in the 3 macro areas and respective guidelines identified, consistent with the global goals of the United Nations.
2022 was a year marked by the constant monitoring of the quantitative goals set, which helped, on the one hand, to accurately record the level of their achievement and, on the other, to identify new future actions for a continuous updating of the Plan.

The goals achieved are as follows:
Social: enhancing people, content and places for education and culture

1. Development and endorsement of a well-structured framework of KPIs for monitoring all D&I-related actions, with specific regard to the gender pay gap and gender balance;
2. Extension to 100% of the school proposition of content/insights in the areas of Sustainability, 2030 Agenda for Sustainable Development, diversity, equity and inclusion, and civic education (80% in 2022; 100% in 2023);
3. Development of the Hybrid working project for the shared definition of a new mixed working model;
4. Ad hoc training in D&I for all Group people;
5. Enhancement of the initiatives/services proposition for the promotion of reading, and ESG training for the Group’s school textbooks editorial offices and teachers.

Governance: promoting sustainable business success

1. Definition and measurement of quantitative and measurable LTI goals related to ESG issues for Top Management (Impact Inclusion Index in the 2022-2024 Performance Share plan).
2. Strengthening of the set of procedures and coverage of the areas of Privacy, Information Management and Cyber Security.
3. Strengthening of programs for protecting intellectual property/copyrights.
4. Enhancement of Stakeholder Engagement activities through the gradual expansion of engagement initiatives.

Environment: disseminating environmental culture and mitigating impacts on ecosystems

1. Extension to 100% of the school proposition of insights and fact sheets dedicated to the environmental culture of the entire school textbooks proposition, and promotion of such content within the Trade range (80% in 2022; 100% in 2023).
2. Fulfilment of ≈100% purchase of PEFC/FSC certified paper for Mondadori Group products.
3. Pursuit of energy efficiency actions, also as part of building/property and store renovation initiatives, and assessment of additional potential pilot activities to reduce greenhouse gas emissions.
4. Launch of the Book Environmental Footprint Life-Cycle Assessment project to measure environmental impacts and setting of “data-based” targets on the reduction of emissions into the atmosphere for ongoing improvement throughout the value chain.

The results for the year ended 31 December 2022, approved on today’s date by the Board of Directors, will be presented by the Mondadori Group Management to the financial community in a webcast presentation scheduled today at 3:30 PM.
The corresponding documentation will be available on 1Info (www.1info.it), www.borsaitaliana.it and www.gruppomondadori.it (Investors). Journalists will be able to follow the presentation in listening mode only, by connecting to the following telephone number +39028020911 and via web https://www.c-meeting.com/web3/join/M37DCPDPQUB3KL. At the end of the meeting, a dedicated session is scheduled where questions may be submitted to management.

The Financial Reporting Manager – Alessandro Franzosi – hereby declares, pursuant to Article 154 bis, paragraph 2, of the Consolidated Finance Law, that the accounting information contained herein corresponds to the Company’s records, books and accounting entries. 

Annexes (in the pdf complete):

1. Consolidated balance sheet;
2. Consolidated income statement;
3. Consolidated income statement – fourth quarter;
4. Group cash flow;
5. Arnoldo Mondadori Editore S.p.A. balance sheet;
6. Arnoldo Mondadori Editore S.p.A. income statement;
7. Arnoldo Mondadori Editore S.p.A. statement of cash flows;
8. Glossary of terms and alternative performance measures used;

Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Management Statement at 31 March 2021 presented by the CEO Antonio Porro.

“In the first quarter, the Mondadori Group posted a sharp increase in profitability driven, on the one hand, by the double-digit growth of revenue in the Books area and, on the other, by the ongoing efforts to curb operating and structural costs, in the Media and Retail areas in particular.
These results fit into a flying start of the year for the Books market, pushed by the greater reading propensity of Italians during the months of the pandemic.
This trend, along with the extended and improved generation of cash flow from ordinary operations and the company’s greater structural efficiency, is further proof of the solidity of the Mondadori Group; all this leads us to be optimistic on both the coming months of the year and on medium-term prospects,” said Antonio Porro, Chief Executive Officer of the Mondadori Group.

HIGHLIGHTS OF FIRST QUARTER 2021
In first quarter 2021, the Books market showed a rather positive trend, growing by 39.6%^[1] versus the same period of 2020, which strengthened and consolidated the positive performance that had started from the second half of last year.
This buoyant performance is also confirmed when comparing it with first quarter 2019 – a period totally immune to the pandemic^[2] – showing an increase of 26.1%.

The segment’s buoyancy was driven by the increased reading propensity of Italians^[3]: in 2020, readers in the 15-74 age group amounted to 61% versus 58% in the prior year. The restrictive measures that have limited and continue to limit access to other forms of entertainment during leisure time have of course contributed to this trend.

PERFORMANCE AT 31 MARCH 2021
Consolidated revenue amounted to € 144.8 million, up by 7% versus € 135.3 million of the prior year, thanks in particular to the strong growth in the Books area, driven by the buoyancy of the market in the quarter under review.

Adjusted EBITDA came to a positive € 1.1 million, improving by € 4.1 million versus the first three months of 2020, when the Group reported an operating loss of € 3.1 million; this positive performance reflects, on the one hand, the good trend in revenue in the Trade Books segment, and, on the other, the effects of the ongoing efforts to curb operating and structural costs made by the Group.

Group reported EBITDA came to € 0.2 million which, compared with the loss of € 4.2 million recorded in the prior year, shows a clear improvement of approximately € 4.5 million.

Group EBIT at 31 March 2021 came to a negative € 9 million, improving by € 5 million versus the same quarter of 2020, thanks to the trend of the abovementioned components, as well as to lower amortization and depreciation of € 0.5 million, resulting mainly from a lower average residual duration of the existing lease contracts in the Retail area (pursuant to IFRS 16).

The consolidated loss before tax amounted to € -12.1 million versus € -23.8 million in the first three months of 2020. Additionally, this significant improvement is also explained by:

• the reduction in financial expense of approximately € 0.5 million (from € 1.6 million to 1.1 million), due primarily to a lower average interest rate (from 0.89% to 0.78%), in addition to the reduction in ancillary expense;
• the effects of the sale of the investment in Reworld Media, completed in February 2021, which resulted in the recognition of a capital loss of € 0.4 million^[4] with a positive change of € 6.5 million versus the capital loss of € 6.9 million recorded at 31 March 2020;
• the result for the period of associates (consolidated at equity) came to a loss of € -1.6 million versus € -1.3 million at 31 March 2020.

The Group’s net result, after minority interests, amounted to € -10.2 million, recovering strongly from  € -19.1 million recorded in the first three months of 2020: the loss usually recorded in the first quarter of the year and attributable to the seasonal nature of the Education business was thus cut by half.

The net financial position before IFRS 16 at 31 March 2021 stood at € -47.9 million, down by approximately € 50 million versus € -96.9 million at 31 March 2020, as a result of the strong generation of cash flow from ordinary operations recorded in the last 12 months, amounting to € 60.4 million, which confirms the positive path of financial improvement of the Group, despite a context still marked by uncertainty.
The IFRS 16 net financial position amounted to € -131.8 million and includes the recognition of the financial payable from the application of IFRS 16 equal to approximately € 84 million.

Group employees at 31 March 2021 amounted to 1,838 units, down by 5.5% from the 1,944 units at 31 March 2020, due primarily to the efficiency measures that continued across all the business areas.

BUSINESS OUTLOOK
The positive performance seen in the first few months of the year, driven in particular by the strong growth trend of the Books market, as well as the continued cash flow generation, allow the Group to forecast at consolidated level – and with the current consolidation scope – an improvement on the estimates previously disclosed.

Performance targets

• Revenue in 2021 is forecast to grow slightly (low single-digit), basically confirming the previous estimate resulting from:
  – an improvement in revenue from the Trade Books segment versus expectations at the beginning of the year, linked to the higher growth of the Books market, albeit with a gradual normalization versus the trend seen in the first quarter;
  – the postponed resumption of museum activities and a more gradual recovery than previously expected in revenue from the Retail area, due to the impact of the tougher restrictive measures.
• The current forecast for Adjusted EBITDA reflects a moderately improved net contribution from the combined effect of the above trends, in addition to the effect of the relief awarded to the Group for museum activities: as a result, margins at consolidated level are expected to settle in the upper part of the range previously disclosed (11%-12%), namely around 12% of revenue.
• The net result for 2021 is confirmed to rise sharply, due also to two “one-off” effects:
  – the resort by the Group to the relief arising from the tax realignment on part of the intangible assets, which will allow the recognition of a significant positive tax component;
  – the impact on the 2020 result of the write-down of certain balance sheet items that is not currently expected in 2021.

Cash Flow and Net Financial Position
Additionally, with regard to the Group’s financial debt, one can reasonably expect an improvement on previous forecasts, due to the continued robust cash generation recorded by the business in the last six months: specifically, the new forecasts show the cash flow from ordinary operations settling in a range between € 50 and € 55 million (versus the previous range of € 40-€ 45 million), which allows the Group to confirm the achievement, before the impacts from the adoption of IFRS 16, of a positive consolidated net financial position at year end.
Conversely, taking account of the impact of IFRS 16, indications point to a Group financial debt no greater than 0.7x Adjusted EBITDA (from the previous 0.8x).

PERFORMANCE OF BUSINESS AREAS

• BOOKS

As mentioned, in the first three months of 2021 the Trade books market in Italy posted a sharp growth of 39.6%^[5] versus the same period of the prior year, consolidating the trend started in the second half of 2020. If the comparison with first quarter 2020 is affected in every way by the lockdown, which impacted on the operation of almost all sales channels in March 2020, the comparison with first quarter 2019 bears more significance to the extraordinary trend that the Books market is experiencing: growth in the first three months of the year versus the same period of 2019 amounted, in fact, to 26.1%.

Against this backdrop, the Mondadori Group – thanks to its improved performance versus the overall performance of other publishers – increased its market share to 23.7%, confirming its undisputed leadership in the Trade segment.

As proof of the quality of the editorial plan, mention should be made that during the first 3 months of the year, the Group placed 4 titles in the top ten bestsellers in terms of value^[6]: Il sistema. Potere, politica, affari: storia segreta della magistratura italiana by Alessandro Sallusti and Luca Palamara, published by Rizzoli, which was the chartbuster in the opening months of the year, ranking firmly at the top, followed by La disciplina di Penelope by Gianrico Carofiglio (Mondadori); Insieme in cucina. Divertirsi in cucina con le ricette di «Fatto in casa da Benedetta» by Benedetta Rossi (Mondadori Electa) and A riveder le stelle. Dante, il poeta che inventò l’Italia by Aldo Cazzullo (Mondadori).

Revenue in the Books area in the first three months of 2021 amounted to € 71.6 million, up by 23% versus € 58.2 million in the first three months of 2020. This performance is even higher than the revenue achieved in the same period in 2019 (€ 70.2 million).

Revenue of the Trade segment, amounting to € 55.9 million, posted a sharp increase (+39.4%) versus € 40.1 million in first quarter 2020. Revenue also improved (+13.4%) versus first quarter 2019, unaffected by the pandemic.

Revenue of the Educational segment, amounting to € 13.8 million, fell by 17.2% versus the same period of 2020 (€ 16.7 million), due primarily to the contraction of Electa’s activities, attributable to the closures of museums and archaeological sites, only partly offset by the increase in revenue from Rizzoli International Publications.

Revenue from the sales of e-books and audiobooks, which accounted for approximately 7.3% of total publishing revenue, was up by 5.9% versus the prior year.

Adjusted EBITDA in the Books area came to € 0.6 million versus € -4.5 million in first quarter 2020, an improvement of over € 5 million, thanks to the positive trend of revenue in the Trade segment in the period under review.

Reported EBITDA amounted to € 0.6 million versus € -5.2 million at 31 March 2020, while EBIT amounted to € -2.5 million versus € -8.3 million in first quarter 2020, with an upward trend consistent with the above dynamics.

• RETAIL

The Retail area registered revenue of € 33.4 million, up by € 2.3 million (+7.4%) versus € 31.1 million in the same period of the prior year, due exclusively to the improved performance of the Book product (up by more than € 3 million or +16.4%), which accounted for more than 80% of the Area’s revenue^[7].

The quarter was negatively impacted by the government measures to contain the pandemic, which caused severe restrictions on sales activities from early January and throughout the period. Our directly-managed stores, located mainly in large tourist cities, were strongly affected.
The franchised channel – composed mainly of proximity stores located in small towns – was less affected by government restrictions and, instead, posted a positive performance, growing by approximately 30%.

In the first three months of the current year, Mondadori Retail recorded adjusted EBITDA of € -0.4 million, improving significantly (€ +0.8 million) versus € -1.2 million in the same period of 2020, as a result of the deep transformations, the renewal of the network of physical stores, the careful cost management and the thorough review of the organization and of processes: reported EBITDA in fact was basically at breakeven (€ -0.3 million versus € -1.3 million in the first three months of 2020); EBIT came to € -2.4 million (€ -3.8 million in the first three months of 2020), posting a robust improvement (€ +1.4 million).

• MEDIA

In the first three months of 2021, the advertising market showed a positive trend in the web channel, up by +6.4% versus the first quarter last year: this figure recovered strongly from the first two months of the current year, driven by the strong growth recorded in March (+27%); the magazine channel was down (-32.2% versus first quarter 2020^[8]).

The circulation (-7.6%[9]) and magazines add-on products market (-25%) both followed suit.

Against this backdrop, the Mondadori Group’s circulation market share stood at 23%, steady versus March of the prior year¹³.

The Group retained its position as Italy’s top multimedia publisher, continuing to engage with and strengthen its communities during the period: print with 10.2 million readers^[10]; web with a reach in March 2021 of 80% and approximately 32.8 million unique users^[11] up by over 4% versus March 2020; social with a fanbase of 39.2 million^[12] at 31 March 2021.

The Media area reported revenue of € 46.8 million, down by 7.5% versus € 50.6 million in the same quarter of the prior year. Digital activities, which account for approximately 17% of the area’s total revenue, posted a sharp growth of 36% in the quarter, driven by the consolidation of Hej!, a company specialized in tech advertising.

Specifically:

• circulation revenue was down by 7.3%, with television magazines performing better (approximately -4% in terms of copies);
• advertising revenue grew by 3.2% overall, pushed by advertising sales on digital brands (+18.2% on a like-for-like basis) and the contribution of the newly-acquired Hej!, which more than offset the contraction in print advertising (-31%);
  A point worth mentioning is that digital revenue on total advertising revenue now accounts for 66% of the total (up from 48% in first quarter 2020), driven by the strong growth also following the consolidation of Hej!.
• revenue from add-on products fell by approximately 34% versus first quarter 2020, due primarily to the extraordinary success last year of musical initiatives and the reduced availability of DVD titles, due to the lack of film releases caused by the pandemic;
• other revenue, which includes revenue from distribution activities, increased by 5.6% versus first quarter 2020.

Adjusted EBITDA in the Media area stood at € 2 million, steady versus the first three months of 2020, thanks in particular to the growth of digital activities and the continued measures to contain operating costs, which allowed the Group to curb the negative impact on profitability resulting from the decline in print activities.
Reported EBITDA amounted to € 2 million, up from € 1.8 million in first quarter 2020, thanks to the absence of non-recurring items in the period under review.

EBIT came to a positive € 0.4 million versus a negative € 0.1 million at 31 March 2020, due also to lower amortization and depreciation for a total of € 0.3 million, attributable mainly to the effects of the write-downs made in 2020.

START OF SHARE BUYBACK PROGRAM TO SERVICE THE 2021-2023, 2020-2022 AND 2019-2021 SHARE PERFORMANCE PLANS

 The Board of Directors of Arnoldo Mondadori Editore S.p.A. approved the start of a share buyback program, under Article 5 of Regulation (EU) no. 596/2014, to be executed in accordance with the terms and conditions, already disclosed to the public, resolved by the Ordinary Shareholders’ Meeting of 27 April 2021 which, among other things, authorized:

• the purchase and disposal of treasury shares for a maximum amount of up to 0.39% of the share capital, which is intended to provide the Company with the no. 1,023,731 shares required over the three-year period to meet the obligations under the 2021-2023 Performance Share Plan established by the same Shareholders’ Meeting, pursuant to Article 114-bis of the TUF;
• the continuation of the buyback program to service the 2019-2021 Performance Share Plan and the 2020-2022 Performance Share Plan in the manners and within the limits set out in the relevant Regulations.

Pursuant to Delegated Regulation (EU) 2016/1052, details of the buyback program are shown below:

• Purpose of the program

The sole purpose of the program is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the 2021-2023 Performance Share Plan, the 2020-2022 Performance Share Plan and the 2019-2021 Performance Share Plan.

• Maximum amount in cash allocated to the program

Buybacks will be made at a minimum unit price not lower than the official Stock Exchange price on the day before the purchase transaction, reduced by 20%, and at a maximum unit price not higher than the official Stock Exchange price on the day before the purchase transaction, increased by 10%. The volumes and unit purchase prices will, however, be defined in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052. Specifically, no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out. In terms of volumes, daily purchase amounts will not exceed 25% of the daily average volume of Mondadori shares traded over the 20 trading days before the dates of purchase.

• Maximum number of shares to purchase

Purchases will regard a maximum of no. 860,000 ordinary shares (equal to 0.3289%) of the share capital to service the 2021-2023 Performance Share Plan, the 2020-2022 Performance Share Plan and the 2019-2021 Performance Share Plan, in the manners and within the limits set out in the relevant Regulations.

The maximum total amount of shares under the program is therefore within the limits of 10% of the share capital indicated by the Shareholders’ Meeting of 27 April 2021, taking account also of the no. 1,838,326 treasury shares, equal to 0.7031% of the share capital, already held by the Company.

• Duration of the program

The buyback program runs from 14 May 2021 and will end with the Shareholders’ Meeting to approve the financial statements for the year ending 31 December 2021, which coincides with the expiration of the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 27 April 2021.

The buyback program may be renewed upon further authorization by the shareholders.

• Buyback procedures

The buyback program will be coordinated and executed by an authorized intermediary, who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as regards the timing of the purchases.

Buybacks will be made pursuant to the combined provisions of Article 132 of Legislative Decree no. 58/1998 and of Article 5 of Regulation (EU) 596/2014, Article 144-bis of the Issuer Regulation, and the EU and national legislation on market abuse (including Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 27 April 2021.

Any subsequent changes to the buyback program will be promptly disclosed by the Company.
The transactions made will be disclosed to the market in the manners and within the time limits of applicable law.
For information on the above Performance Share Plans, reference should be made to the information documents prepared pursuant to Article 114-bis of Legislative Decree no. 58/1998 and to Article 84-bis of CONSOB Regulation no. 1197/1999 and available on the website www.gruppomondadori.it (Governance section) and at the authorized storage mechanism 1Info (www.1Info.it).

The results at 31 March 2021, approved today by the Board of Directors, will be presented to the financial community by the Mondadori Group CEO Antonio Porro and CFO Alessandro Franzosi at a conference call scheduled today, 13 May 2021, at 3pm.
The relevant documentation will be concurrently available on the website www.gruppomondadori.it (Investors section) and on 1Info(www.1info.it).

Journalists will be able to follow the presentation, in listening mode only, by connecting to the dedicated number +39.028020927, and via the web in audio mode by registering at the link https://hditalia.choruscall.com/?calltype=2&info=company.

The Interim Management Statement at 31 March 2021 will be made available on the authorized storage mechanism (www.1Info.it) and in the Investors section of the Company website www.gruppomondadori.it on 14 May 2021.

PUBLICATION OF THE MINUTES OF THE SHAREHOLDERS’ MEETING
Arnoldo Mondadori Editore S.p.A. informs that the minutes of the Ordinary Shareholders’ Meeting held on 27 April 2021 are available on the authorized storage mechanism (www.1info.it), in the Governance section of the Company website www.gruppomondadori.it and at the Company’s registered office.

The Financial Reporting Manager – Alessandro Franzosi – hereby declares, pursuant to Article 154 bis, paragraph 2, of the Consolidated Finance Law, that the accounting information contained herein corresponds to the Company’s records, books and accounting entries.

Annexes (in the complete pdf):

1. Consolidated balance sheet;
2. Consolidated income statement;
3. Group cash flow;
4. Glossary of terms and alternative performance measures used.

[1] GFK, March 2021 (figures in terms of market value)

[2] The comparison with 2020 is in fact affected by the closure enforced on all bookstores from March: from 12 March until the end of April, the government measures applied to contain the pandemic led in fact to the closure of bookstores across the Country; in the early stages, the online channel too had to apply restrictions on book deliveries due to the need to prioritize the distribution of staple goods.

[3] AIE, Libro Bianco del Cepell, 2021

[4] The monetization of this investment generated a total gain (2019-2021) of € 1.1 million.

[5] GFK, March 2021 (figures in terms of market value)

[6] GFK, March 2021 (ranking in terms of cover value)

^[7] Product revenue excluding Club revenue

[8] Nielsen, March 2021

[9] Internal source: Press di, March 2021, in terms of value

[10] Audipress 2021

[11] Comscore, March 2021

[12] Shareablee + internal processing

The Board of Directors of Arnoldo Mondadori S.p.A. met today, under the chairmanship of Marina Berlusconi, to examine and approve the interim report for the first three months of the year to 31st March 2010, as presented by the Group’s Deputy Chairman and Chief Executive, Maurizio Costa.

The market scenario

After a protracted period of decline, in the first quarter there were still no clear signals of a turnaround. In many sectors, however, there was a slowdown in the fall in consumer spending and, in some cases, some encouraging indications of a recovery.

A brief overview of the performance of the Mondadori Group

In this context, in terms of profitability, Mondadori’s operating results continued the improvement that was recorded towards the end of 2009.

A significant part of the Group’s operating profit derived from cost reduction efforts – to which there is an ongoing commitment – making it possible to defend and, in some areas, improve the level of profitability of the businesses.

There was a slight downturn in revenues, but much less marked than in the previous year.

In terms of advertising spending, there was a sharp slowdown in the rate of decline and in some sectors there were important signs of recovery.

GROUP PERFORMANCE IN THE PERIOD TO 31 MARCH 2010

Consolidated revenues in the first quarter of 2010 amounted to €344.7 million, a fall of 2.8% on the €354.5 million of the first three months of 2009.

Consolidated gross operating profit came to €21.2 million, an increase of 49.3% on the €14.2 million of the previous year, despite increased investments for development.

Consolidated operating profit amounted to €15.7 million, up by 96.2% on the €8 million of the first quarter of 2009, with amortizations and depreciations of tangible and intangible assets for a total of €5.5 million (€6.2 million in 2009).

Consolidated profit before taxation amounted to €8.6 million, more than three times the €2.6 million of 2009 despite an increase of €1.7 million in financial charges deriving from the debt restructuring.

Consolidated net profit came to €2.4 million, compared with the loss of €1.8 million recorded in the first three months of last year.

Gross cash flow in the first three months amounted to €7.9 million, compared with €4.4 million in 2009.

In the art books segment Mondadori Electa recorded total revenues of €7.6 million, an 8.4% fall on the first three months of 2009; on a like-for-like basis, in other words net of revenues for the sale of rights for add-on sales operations, there would have been a slight increase (+0.4%) in total revenues.

There was a further improvement in the Group’s net financial position which went from -€372.9 million at the end of 2009 to -€357.2 million at the end of the first quarter of 2010. A positive balance, compared with the first quarter of last year, of €97 million.

Information regarding personnel

As of 31st March 2010, the personnel employed by companies of the Group (both on temporary and permanent contracts) amounted to 3,618 (3,750 in December 2009): a fall of 132 people, 70% of which resulting from the Restructuring and Early Retirement Plan, which is currently underway at the parent company and at Mondadori Pubblicità, and the remainder to the ongoing block on turnover and cost containment.

Compared with the first quarter of 2009 there was a reduction of 308 in the headcount.

RESULTS OF THE BUSINESS AREAS

• Books

The Book Division recorded revenues for the first quarter of 2010 of €80.1 million, a 10% fall on the €89 million of the same period of the previous year.

This shortfall was largely due to changes in the publishing schedule which, compared with 2009, foresees the publication of important titles after the end of the first quarter. These include the new book by Carlos Ruiz Zafón Il palazzo della mezzanotte, which was published in April and has already met with a good response.

During the first quarter of 2010, the Trade Books department announced a programme for the publication of more than 1,000 e-books for Christmas 2010.

Concerning the individual publishing houses, Edizioni Mondadori generated first quarter revenues of €28.7 million (-22.4%): a figure that was affected by a change in the publishing schedule which, compared with the previous year, is more concentrated in the second half.

Of note among the particularly successful titles was the new novel by Fabio Volo Il tempo che vorrei, published last year, which continued to sell extremely well in the first quarter, reaching total sales of 690,000 copies. New titles included: John Grisham’s Ritorno a Ford County (100,000 copies), Madeleine Wickham (alias Sophie Kinsella) with La compagna di scuola (75,000 copies) and the first novel by Alessandro D’Avenia, Bianca come il latte e rossa come il sangue (over 70,000 copies).

During the period the net revenues generated by Einaudi saw an increase of 7.4% compared with the previous year, reaching €13 million, despite a fall of almost 15% in the instalments channel.

Sperling & Kupfer generated revenues of €6.8 million, a fall of 17.1% compared with the first three months of 2009 which benefited from the good sales of Il gioco delle verità by Sveva Casati Modignani.

In the first three months of 2010 the revenues of Piemme amounted to €12.5 million, an increase of 4.2% compared with last year.

Mondadori Education generated in the first quarter 2010 revenues of €2.5 million, a slight improvement on the €2.3 million of the same period of the previous year, in a period of the year, which as usual has a minimal impact o annual revenues.

• Magazines Italy

In the first quarter of 2010, the Italian and international publishing world, while still conditioned by the crisis seen in 2009, began to show some pale signs of stabilising. This was mostly evident in the advertising area overall, while on the circulation front the first months of the year continued to be characterised by persistent weakness, heightened by a further marked downturn in add-on sales.

In terms of advertising sales, consumer magazines appears to be the segment that is finding it most difficult to regain growth: This was particularly true in January and February, while March and April have provided more encouraging signals.

In this context, the Magazine Division in Italy generated revenues of €123.4 million essentially in line (-0.7%) with the €124.3 million of the first three months of last year.

Performance during the period was determined by the following:

• a fall in circulation revenues (-4.3%) in a market that was down by 10.6% (in terms of copies);

• growth in revenues from add-on sales (+3.7%), in marked contrast to the market of reference (in terms of value, -32.5%);

• a limited fall (-4.1%) in advertising revenues, held up by sustained efforts by the sales staff that has added new clients to the portfolio and a range of innovative initiatives that have driven planning across integrated communication platforms including print, web and others (QR Code, Video In Print, Augmented Reality).

Of particular note during the period:

• the re-launch of Interni, Casa Facile, Panorama Travel and Grazia Casa, monthlies that have seen a positive reaction, above all on the circulation side;

• promotional support activities for a number of weeklies that contributed to stabilising circulation and advertising revenues;

• editorial revisions conceived for the re-launch of some core titles (Panorama, Tu Style and Chi), planned for the coming months.

It should be noted that at the end of March the government suspended the long-standing practice – common also in many other European countries – of allowing publishers to take advantage of reduced postal rates for subscriptions. If new measures, that all publishers are pressing for, are not introduced in the short term, this will lead to a 100% increase in postal tariffs , putting additional pressure on the subscription channel.

International activities

In the first three months of the year licensing revenues were up by 24%, thanks to the good performance of the UK and Dutch editions of Grazia and the launch of the magazine in Germany. During the period there was also a doubling of advertising revenues, thanks to new international editions and due to the very negative first quarter of 2009.

With regard to the joint ventures, the activities in Russia and China performed decidedly better than last year, particularly in terms of advertising sales.

The subsidiary Attica began to feel the effects of the financial crisis in Greece with a fall in advertising revenues of around 9% (-2.5% on a like-for-like basis); and the performance in the Balkans continued to be very negative, compared with the first quarter of 2009 in which the negative impact of the crisis had still not been felt.

Digital

In the first quarter of the year, the online advertising market expanded by 3% (in terms of value, source Nielsen). In this context, the organisation of a dedicated sales force with the new sales company Mediamond, and the launch of Graziamagazine.it have given a particular push to online ad sales (+30%); the Group’s web sites for women are also outperforming the market, in particular Donnamoderna.com and Cosmopolitan.it.

Efforts to concentrate resources specialised in digital ad sales have led to an increase in the share attributable to the sales company. This reduces net advertising revenues attributable to the publisher to +13%.

• Magazines France

Mondadori France generated first quarter 2010 revenues of €81.1 million, a 3% fall on the same period of the previous year. A correct evaluation needs to take account of changes in the business in France due to the closure and sale of some titles (some contributed to the EMAS joint venture) and the launch of Grazia, at the end of August 2009. On a like-for-like basis (excluding the titles sold or closed and the launch of Grazia France) revenues would be essentially in line with last year.

Circulation revenues, which account for around 75% of the total, were up by 1.2% (+4.5% on a like-for-like basis), thanks to good results by the magazines, including Biba, Modes&Travaux, Sciences&Vie. In addition to stable newsstand sales there was also a positive result from subscriptions, an increasingly important component of circulation revenues, which is also less exposed to economic volatility.

Revenue growth was the result of the strategic decision by the company to concentrate the portfolio on core titles, as well as a policy of continuous improvement of editorial quality. Of particular importance was the contribution of Grazia, which would up the increase, net of the titles no longer part of the portfolio, to +7.8%.

During the first quarter there was a marked upturn in advertising sales for Mondadori France titles compared with 2009: revenues were up by +4.2%, net of the titles no longer in the consolidation area and with the contribution of Grazia, also thanks to growth in the up-scale segment, which now accounts for 21% of total advertising sales (7% in 2009); total revenues were down by 9.3%.

Compared with the market of reference, which recorded growth of 3% in the first quarter, Mondadori France saw an increase in volumes of 6% (source: reclassified data from Kantar Media).

The cost reduction policy introduced by Mondadori France in recent years, continues also in the current year and, in addition to reorganisation, further savings will accrue from other actions. Among these is an important project for the transfer of all the company’s headquarters to Montrouge in the Paris metropolitan area at the beginning of 2011. This will not only lead to cost savings, but also to other organisational and operational efficiencies.

The expansion of the joint venture with Axel Springer, to which all of the titles in the auto sector have been contributed, has already brought positive results, above all for the new formula of L’Auto-Journal which, from the first issues, has seen a rise in circulation. Further interesting developments are planned in the short term, particularly for the online versions of car magazines

The results of Grazia, even after the launch of two competing titles (Envy and Be), continue to be excellent, with an average over the quarter of 27 advertising pages and newsstand sales of 175,000 copies.

• Advertising

During the first quarter of 2010, felt the weight of significant changes, including the loss, from November 2009, of the titles published by Società Europea di Edizioni (Il Giornale and its supplements) and the transfer, in January 2010, of online sales to the new joint venture Mediamond.

In this context, the revenues of the company in the first three months of 2010 amounted to €49.4 million, a fall of 4.4% on the €51.7 million of the same period of the previous year.

In the context of magazines, sales for Mondadori titles alone were down by 2.9% on the first quarter of 2009, with the weeklies proving stable thanks to the positive performance of the women’s titles.

In radio, ad sales for R101 were slightly up on those of the first quarter of 2009 and activities on behalf of Radio Kiss Kiss, begun in the first months of 2009, continued successfully.

• Direct Marketing

During the first quarter of 2010 Cemit generated revenues of €5.1 million, an increase of 6.3% on the €4.8 million of the same period of 2009, despite a market for direct mail investments that is continuing to decline. During the period the company continued its development and diversification activities for direct communication projects, also with an opening up of foreign activities, and improvements in the quality of processes.

• Retail

Total revenues from the Retail Division amounted to €44.4 million, a 6.2% increase on the €41.8 million of the first quarter of 2009, thanks to a stable performance by the network and partly due to new openings. During the period action continue to contain management costs in order to minimise the impact of a prolonged crisis in consumer spending that shows no sign of coming to an end.

The 32 stores directly managed by Mondadori Retail recorded sales in the first quarter of €27.1 million (+1.1% on the first three months of 2009).

Mondadori Franchising generated revenues of €17.3 million, a 15.3% increase on 31st March 2009, thanks to the development of the bookstore and Edicolè chain, which in the period rose to 456 outlets.

• Radio

R101 generated first quarter 2010 net revenues of €3.1 million, an increase of 3.3% on the €3 million of the same period of the previous year. In the first two months, advertising sales were up by 11.2%, in line with the market; the downturn in March was entirely due to the absence, of a significant special initiative that was a feature of 2009.

EXPECTATIONS FOR THE FULL YEAR

The situation in the markets of reference for the Mondadori Group in the first quarter of the year appear better compared with the end of 2009. In particular, advertising investments have seen improvement in the negative trend and, in some sectors, there has even been a turnaround.

Nevertheless, short-term visibility remains unclear, making it impossible to predict when a solid recovery will get underway. In any case the company is continuing with its organisational restructuring and qualitative investments on products, aimed at improving profitability and defending volumes, maintaining levels that are above the benchmarks.

As regards forecasts for the full year, in the light of the results of the first months, it is possible to restate that, provided there are no unforeseen circumstances, the company expects that the confidence already expressed during the presentation of the 2009 Annual Report, concerning the ability of Mondadori to improve its level of profitability compared with last year, to continue.

§

The executive responsible for the preparation of the company’s accounts, Carlo Maria Vismara, declares that, as per art. 2, 154 bis of the Single Finance Text, the accounting information contained in this release corresponds to that contained in the company’s formal accounts.

§

The report for the first quarter of 2010 will be available, as per current legislation, at the company’s corporate headquarters, Borsa Italiana S.p.A. and on the web site www.gruppomondadori.it from today