Corporate

Notice of publication of the extracts and the essential information of the Shareholders’ Agreement signed on 11 September 2023

Notice of publication of the extracts and the essential information pursuant to Article 122 of the Consolidated Financial Act in relation to Fininvest S.p.A. and Arnoldo Mondadori Editore S.p.A.

Arnoldo Mondadori Editore S.p.A. (“AME”) informs that, pursuant to Articles 122 of Legislative Decree No. 58 of 24 February 1998 (“Consolidated Financial Act”) and 129, para. 2, and 130, para. 1, of the regulation adopted with CONSOB resolution No. 11971 of 14 May 1999 (“Issuers’ Regulation”) and as requested by the parties, the extracts pursuant to Article 129 of the Issuers’ Regulations and the essential information pursuant to Article 130 of the Issuers’ Regulations relating to the relevant agreements pursuant to Article 122 of the Consolidated Financial Act contained in the shareholders’ agreement entered into on 11 September 2023 relating, inter alia, to Fininvest S.p.A. and AME, have been made available to the public, through the authorized storage mechanism 1Info (www.1info.it) and on AME’s website in the Investors section (www.mondadorigroup.com/investors-rel/share-capital-and-shareholders/shareholder-agreements).

Mondadori Group: publication of the half-year financial report at 30 June 2023

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2023, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

BoD approves the half-year financial report as at 20 June 2023

REVENUES UP AND ADJUSTED EBITDA +38.8%

  • Consolidated net revenue € 362.4 million versus € 355.1 million at 30 June 2022
  • Adjusted EBITDA: € 38.2 million, +38.8% compared to € 27.6 million in H1 2022
  • Group net result at € 12.2 million, up by € 9.5 million compared to the result as at 30 June 2022
  • Solid cash generation confirmed with LTM Ordinary Cash Flow increased to € 63.6 million
  • Net Financial Position excluding IFRS 16 as at 30 June 2023 of € -215.2 million (€ -205.7 million of 30 June 2022)
  • IFRS 16 Net Financial Position of € -285.5 million, stable compared to € -285.1 million as at 30 June 2022
  • Group’s ability to self-finance its external growth policy is confirmed

OUTLOOK FY 2023

  • Single-digit growth of revenue
  • Adjusted EBITDA increased high single-digit/low double-digit, with margins expected to range between 16% and 17%
  • Net profit up by around 20%
  • Ordinary Cash Flow expected to be between € 65 and 70 million, an increase of up to 15%
  • Group net financial debt (IFRS 16) expected at 1.0x Adjusted EBITDA at the end of 2023

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Half-Year Report at 30 June 2023 presented by CEO Antonio Porro.

“The first six months of the current year show a general growth in revenues assisted by the excellent performance of our core businesses, which are outperforming estimates made at the beginning of the year”, underlined Antonio Porro, CEO of Mondadori Group. “Careful operational management has also allowed us to increase overall profitability and cash flow generation. The result is an improvement in financial performance and a strengthening of the Group’s capital which, together with the favourable trend in the prices of the main production factors, have created the conditions for an upward revision of the targets for the 2023 financial year”, concluded Porro.

PERFORMANCE AT 30 JUNE 2023

Consolidated net revenue for the first half of 2023 amounted to € 362.4 million, compared to € 355.1 million in the previous year, an increase of 2.1%. Like-for-like, organic revenue growth came to 2.7%.

Adjusted EBITDA for the first half of 2023 was € 38.2 million, an increase of almost € 11 million on the € 27.6 million recorded for the first half of 2022.

Netting the results for the two half-years in question of the reliefs and contributions paid, the growth recorded by Group’s EBITDA would exceed € 14 million.

All business areas contributed to the result, especially the Trade BOOKS Area, due in particular to the effect of the consolidation of the results of the recently acquired companies, among other factors, and the Educational BOOKS Area, which benefited from a favourable timing effect compared to last year. These results were achieved despite the increases in the cost of raw materials and the rates charged for printing and logistics services in the first part of the year compared to the previous year.

Group EBITDA for the first six months of 2023 amounted to € 40.3 million, compared to € 26.8 million in the corresponding period of 2022, an improvement of approximately € 14 million, attributable to the favourable dynamics of the aforementioned operations and the recognition in the current year, in the MEDIA Area, of the net capital gain resulting from the sale of the publications Grazia and Icon (and the related international network) amounting to approximately € 2.8 million.

Thanks to the positive performance of all business areas, the Mondadori Group’s EBIT for the first half of 2023, positive for € 14 million, showed an improvement of € 10.7 million compared to 2022, despite the booking of approximately € 3 million in depreciation/amortisation resulting from the greater investments made in the last 12 months, the consolidation of new companies and the accounting effects of the PPA (Purchase Price Allocation) process.

Neutralising the extraordinary components and the impact of the PPA process related to the companies acquired in the last 12 months (amounting to € 2.5 million in the half-year under review), Adjusted EBIT would amount to € 14.4 million, up by more than € 8 million compared to the same period of 2022.

Financial expense grew by approximately € 0.5 million as a result of the higher cost of debt.

The consolidated result before tax was positive at € 12.3 million, an improvement of about € 12 million compared to € 0.5 million in the first half of 2022. The € 1.7 million improvement in the profits of investee companies contributed to this performance, particularly as a result of the update in the fair value measurement of the investment in the company A.L.I. and the recognition of a capital gain, net of the negative result of the first four months, of € 0.4 million from the sale of the residual investment in SEE, the publishing company of Il Giornale, which took place in April 2023.

As at 30 June 2023, the Group’s net profit, after minority interests, came to € 12.2 million, a significant improvement of approximately € 9 million on the € 2.8 million recorded in the first half of 2022.

The tax burden for the period is positive by € 0.1 million (€ 1.8 million as at 30 June 2022) due to higher income, such as capital gains, taxed to a lesser extent.

The Net Financial Position excluding IFRS 16 as at 30 June 2023, which as usual reflects the seasonal nature of the school textbooks business, came to € -215.2 million (net debt), a slight increase compared with the € -205.7 million of 30 June 2022, due to the cash-out related to acquisitions made during the last twelve months and the € 29 million distribution of dividends to the shareholders.

The IFRS 16 Net Financial Position at 30 June 2023 stood at € -285.5 million from € -285.1 million at 30 June 2022, including an IFRS 16 component of € -70.3 million.

Cash flow from ordinary operations in the last 12 months, after cash-out for financial expenses and taxes, amounted to € 63.6 million, and allows the Group to continue strengthening its financial structure.

At 30 June 2023, the extraordinary cash flow of the previous 12 months was negative by € 48 million, mainly due to the effect of the net balance of acquisitions and divestments for approximately € 31 million and cash-out for approximately € 5 million for restructuring costs.

LTM Free Cash Flow at 30 June 2023 was positive for € 15.8 million, confirming the Group’s capacity to finance its growth policy by external lines.

PERFORMANCE OF BUSINESS AREAS

Trade BOOKS AREA

In the first half of 2023, after the consolidation experienced in 2022, there was a new growth phase in the book market, which increased in value by 2.7%, with a substantial stability in volume (source: GFK).

In this context, the Mondadori Group’s publishers recorded growth of 5.7% in the period under review, thanks in particular to the sales of new titles published at the beginning of the year. Thanks to these results, the Mondadori Group has consolidated its national leadership position, with a market share that in June 2023 was 27.4%, showing an improvement on June 2022 (26.6%).

The Trade component recorded revenues in the first half of 2023 of € 175.5 million, having grown by around 18% on the previous year (+4% on a like-for-like basis).

The Adjusted EBITDA of the Trade Books Area, amounted to € 26.2 million in the first half of 2023: net of reliefs relating to Electa’s museum activities, amounting to € 6.4 million, which had benefited the first half of 2022, the area recorded growth of 32% (€ 6.4 million), largely attributable to the contribution of the newly acquired companies.

Educational BOOKS AREA

School textbook publishing experiences a typical seasonal performance that sees sales squeezed in the second half of the year following the adoption campaign: as a result, the relating market shares for 2023 are unavailable at this time.

In the first six months of 2023, the school textbooks business recorded overall revenues of € 57.9 million (€ 49.6 million in the corresponding period of 2022), an increase of 16.8% which is not representative of the real performance as mostly due to an early supply to top accounts compared to last year.

Adjusted EBITDA of the Educational BOOKS Area in the first half of 2023 was positive and stood at € 2.3 million, a clear improvement compared to the € -2.4 million loss recorded in the first half of 2022, mainly due to the different timing of revenues linked to some supplies.

RETAIL AREA

In the first six months, the Retail Area posted revenue of € 83.9 million, up by € 6.3 million (+8.1%) versus the same period of the prior year.

Thanks to this overperformance driven by the excellent performance of physical stores, Mondadori Retail’s market share stood at 12.4% (up 0.7% compared to 30 June 2022) and almost reached the 20% threshold of the physical channel.

The ongoing development and renovation of existing stores and the focus on the core business of books have enabled the Mondadori Store network to consolidate its role in the market, as demonstrated by the solid growth in revenue from Books (€ +5.5 million, +9.1%) which is over 80% of the total.

An analysis of sales in the physical channel shows a further increase in revenues from directly-managed bookstores (+17.3% compared to the same period in the previous year) and franchisee bookstores (+6.1% compared to the first half of the previous year); and, at the same time, a decline in the Online and Bookclub channels.

The RETAIL Area has a positive and significantly growing Adjusted EBITDA of € 4.2 million, a value that has almost tripled compared to the figure for the first six months of 2022 (up by € 2.8 million).

MEDIA AREA

In the first half of 2023, the Mondadori Group retained its position as Italy’s top multimedia publisher:

  • in print with 13 titles and 9 million readers;
  • on the web with 12 brands and approximately 28.7 million average unique users per month;
  • in social media with a fan base of over 86 million and around 100 profiles.

In the magazine segment, Mondadori Group’s market share (in terms of circulation) stood at 20.5%, up slightly – with a like-for-like portfolio of titles – versus the figure in the same period of 2022 (20.0% in May 2022), due to improved performance on that of the reference market.

In the first half of 2023, the MEDIA Area recorded revenue of € 68.7 million, a reduction of approximately 30% on the same period of the previous year. On a like-for-like basis (thus excluding the effect of the deconsolidation of the titles sold at the beginning of 2023 and of Press-di’s distribution activities), this reduction is smaller by around 8% and shows different trends in the two digital and print components. In particular, on a like-for-like basis, digital activities, which account for over a third of total revenues in the area, recorded a growth in advertising revenues of around 14%; traditional print activities were down by approximately 17%, in particular due to the significant contraction in joint sales recorded in the period.

Adjusted EBITDA for the MEDIA Area came to € 9 million, having grown by approximately 16% compared with the first half of 2022, mainly due to traditional businesses. In the print area in particular, the increase is mostly due to the recognition of a contribution to offset the costs incurred by the publisher for the distribution of periodicals (€ 2.8 million), which made it possible to offset the greater industrial costs, especially paper, and the contraction of the margin from the sale of add-ons; in the digital area, Adjusted EBITDA was substantially stable compared to the same half of the previous year, despite the higher costs incurred for the launch of new initiatives related to the influencer marketing segment, thanks to higher advertising revenues.

OUTLOOK FOR THE YEAR

As already announced to the market on 29 June 2023, given the more favourable evolution compared to previous estimates of both the business during the first half of the year and the prices of the main production factors – the Group has revised its forecasts for 2023 upwards.

Currently, the estimates predict:

  • Income Statement
    • Single-digit revenue growth;
    • High single-digit/low double-digit growth in Adjusted EBITDA, with margins expected to range between 16% and 17%;
    • approximately 20% growth in the net result, despite the higher amortisation/depreciation deriving from both the increasing investment policy implemented by the Group and the effects of the Purchase Price Allocation process related to the recently-acquired companies, thanks to the operational improvement and the positive effects of the sale of the investment in Il Giornale.
  • Cash Flow and Net Financial Position
    • Ordinary Cash Flow is expected to fall within a range of € 65 to 70 million, showing growth of up to 15% on the 2022 figure (which had come to approximately € 60 million net of the one-off impact of derivative instruments related to rate risk hedging).
    • the Group’s net financial debt (IFRS 16) is confirmed to come in, at end FY 2023, as 1.0x adjusted EBITDA, down from 1.3x at end 2022.

The solid financial and equity position that characterises the Mondadori Group allows it to continue to pursue the virtuous development path started some years ago, characterised by the constant recourse to M&As whereby the Mondadori Group seeks to seize opportunities for growth through external lines, mainly in the book and digital businesses.

 

The presentation of the results at 30 June 2023, approved today by the Board of Directors, is available on 1Info (www.1info.it), on www.borsaitaliana.it and on www.gruppomondadori.it (Investors section). A Q&A session will be held in conference call mode at 4.00 pm for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company.
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. Consolidated Income Statement – II quarter
  4. Group cash flow
  5. Glossary of terms and alternative performance measures used.

Arnoldo Mondadori Editore S.p.A.: information regarding statement received

Arnoldo Mondadori Editore S.p.A. announces receipt of the following statement:
“Further to the reading of Silvio Berlusconi’s last will and testament, Marina Berlusconi, chairman of the board, and Pier Silvio Berlusconi, director, inform that no shareholder will exercise overall individual indirect control of Fininvest S.p.A., previously exercised by their father himself.

The notary who read out the will is implementing the related legal requirements in the coming hours.”

Group 2023 guidance revised upwards – Acquisition of 51% of Star Shop Distribuzione

Mondadori Group: upwards revision of 2023 guidance. Contract for the acquisition of 51% of Star Shop Distribuzione, company operating in the comics channel.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. has today examined and defined – in light of a more favourable evolution than had been previously forecast of both the business and the prices of the main production factors – the upwards revision of the FY 2023 targets previously disclosed to the market.

Income Statement:

  • single-digit revenue growth confirmed;
  • Adjusted EBITDA expected to rise by high single-digit/low double-digit (compared with the previous single-digit forecast), with margins expected to range between 16% and 17% (from the previous 15%);
  • approximately 20% growth of the net result, forecast doubled with respect to the previous estimates (+10%), due to both the operational improvement and the effects of the sale of the equity investment held in il Giornale.

Cash Flow and Net Financial Position:

  • ordinary cash flow is expected to range between € 65 and 70 million, showing an increase of up to 15% compared with the 2022 figure (previous estimate: € 60-65 million, +10%);
  • the Group’s net financial debt (IFRS 16) is confirmed to come in, at end FY 2023, as 1.0x adjusted EBITDA, down from 1.3x at end 2022.

The Mondadori Group also reports that today the parent company Arnoldo Mondadori Editore S.p.A. signed the contract for the acquisition of an equity investment equal to 51% of the share capital of Star Shop Distribuzione S.r.l. operating in the distribution of third party publishers in the comics channel and in the management of direct and franchised sales outlets in the same segment.

The acquisition would make it possible to replicate the vertically-integrated business model with which the Mondadori Group already operates in the book segment, in the comics segment too.

The acquisition of 51% of the share capital of Star Shop Distribuzione has been defined on the basis of an enterprise value, on a cash free/debt free basis (in relation to 100% of the Company), of € 9 million.
The price, which will be paid in full, in cash, at closing, will be adjusted on the basis of the net financial position and net working capital at the date on which the acquisition is completed.

The execution of the transaction is subject to the issue by the Antitrust Authority, in accordance with Law 287/1990, of a ruling not to start an investigation or to authorise the transaction, which entails no charges or requirements or corrective measures considered relevant for the Mondadori Group or Star Shop Distribuzione.

The agreements defined also envisage the signing of put & call option contracts governing the transfer of the residual 49% share of Star Shop Distribuzione. The options will be available for exercise in two equal tranches respectively starting from the approval of the 2025 financial statements and of the 2028 financial statements, at a price to be defined on the basis of the company’s results during the three-year periods 2023-2025 and 2026-2028.

In FY 2022, Star Shop Distribuzione recorded revenues of € 34.2 million, EBITDA of € 2 million and net profit of € 1.2 million.

The transaction sees Sergio Cavallerin and Matteo Cavallerin – who founded and to date have successfully managed the company – retain management responsibility and continue to hold the role of Executive Directors in the Company.

Disclosure on the purchase of treasury shares in the period 12-19 june 2023

Completion of the buyback program to service of the performance share plans

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period from 12 to 19 June 2023, of no 321,000 ordinary shares (equal to 0.122% of the share capital) at an average unit price of €2.01665 for a total amount of €647,343.17.
These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 27 April 2023, and as part of the purchase programme to service the Performance Share Plans underway (“Programme”), the start of which was approved by the Board of Directors on 10 May 2023 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).
The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN Code IT0001469383:

Date Quantity Average price (euro) Amount (euro)
12/06/2023                           50,000                           1.97624                          98,812.00
13/06/2023                             65,000                              2.00151                           130,098.15
14/06/2023                              60,000                             2.03285                        121,971.00
15/06/2023                              60,000                            2.03077                       121,846.20
16/06/2023                              60,000                            2.02957                       121,774.20
19/06/2023                              26,000                            2.03237                       52,841.62

The purchases were made through the authorized intermediary Intesa San Paolo S.p.A. (LEI Code 2W8N8UU78PMDQKZENC08), independently and with no influence from the Issuer as regards the timing of the purchases.
Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no 1,277,802 treasury shares, equal to 0.489% of the share capital, of which 591,000 purchased in execution of the Program, which was completed on 19 June 2023 after reaching its maximum reference amount.

Purchases in detail in the complete pdf.

The Mondadori Group gathers in silence around chairman Marina Berlusconi

Several initiatives planned to reflect the deep void left by the death of Silvio Berlusconi

All the people of the Mondadori Group gather around their Chairman, Marina Berlusconi, for the state funeral of her father, Silvio, while several initiatives have been implemented by the Group to honour the memory of an unforgettable man, a courageous entrepreneur, an enlightened publisher and a far-sighted politician.

“In these difficult days we wish to express our compassion and sympathy for our Chairman, Marina Berlusconi, demonstrating both visibly and symbolically the deep void left by the death of her father, Silvio, a crucial figure in the history of our company and our country”, wrote the CEO of the Mondadori Group, Antonio Porro, in a statement to employees and collaborators.

That’s why the Mondadori Group has decided to leave Palazzo Niemeyer at “half-light” for the first time, leaving an entire part of the building entirely dark every evening this week.

A void, a lack of light that will also be accompanied by a minute of silence that will be observed this afternoon at 3 p.m. in all the Group’s offices, coinciding with the beginning of the State funeral, to symbolically embrace Chairman Marina Berlusconi and all the family members who mourn the death of their beloved father.

Furthermore, today the Mondadori Duomo and Rizzoli Galleria bookshops in Milan will remain closed for the entire day. The main events in stores throughout the country will be suspended and a commemorative image of Silvio Berlusconi will be displayed.

In memory of Silvio Berlusconi

Today, June 12, 2023, Silvio Berlusconi has left us.

The CEO, Antonio Porro, Board of Direcots, Board of Statutory Auditors, Management Committee and all the people of the Mondadori Group share the pain of their Chairman, Marina Berlusconi, and her family for the loss of the beloved Silvio Berlusconi, an unforgettable man, brave entrepreneur, enlightened publisher, forward-looking politician, undisputed protagonist of our Nation’s story.

His memory will never cease to accompany us.

 

Disclosure on the purchase of treasury shares in the period 5 – 9 june 2023

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period from 5 to 9 June 2023, of no 270,000 ordinary shares (equal to 0,103% of the share capital) at an average unit price of €1,89855 for a total amount of €512,609.10.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 27 April 2023, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 10 May 2023 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN Code IT0001469383, on a daily basis:

Date Quantity Average price (euro) Amount (euro)
05/06/2023                           60,000                           1.87442                           112,465.20
06/06/2023                             60,000                              1.87889                           112,733.40
07/06/2023                              50,000                             1.89008                        94,504.00
08/06/2023                              50,000                            1.91828                       95,914.00
09/06/2023                              50,000                            1.93985                       96,992.50

The purchases were made through the authorized intermediary Intesa San Paolo S.p.A. (LEI Code 2W8N8UU78PMDQKZENC08), independently and with no influence from the Issuer as regards the timing of the purchases.

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no 956,802 treasury shares, equal to 0.366% of the share capital.

Purchases in detail in the complete pdf.

BoD approves results at 31 March 2023

  • Net revenue € 160 million: up by 4.5% versus 31.03.2022
  • Adjusted EBITDA € 4.4 million, up € 5.5 million versus 31.03.2022
  • Group net result at € -5.2 million, improving by € 6.2 million versus 31.03.2022
  • Strong cash generation confirmed, with LTM Cash Flow from ordinary operations at € 63 million, up 5.5% compared to FY 2022
  • IFRS 16 Net Financial Position at € -220.8 million, essentially stable on 31.03.2022
  • Pre-IFRS 16 Net Financial Position at € -150.7 million versus €-135.8 million of 31.03.2022

OUTLOOK: GUIDANCE FOR 2023 CONFIRMED

  • Single-digit growth of revenue
  • Single-digit growth of adjusted EBITDA
  • 10% improvement of net profit
  • Cash Flow from ordinary operations between € 60 million and € 65 million
  • IFRS 16 NFP at 1.0xAdjusted EBITDA, a reduction on end 2022

Start of share buyback program to service the share performance plans

 

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 2023 presented by CEO Antonio Porro.

1ST QUARTER 2023 HIGHLIGHTS

The first quarter of the current year was characterised by a positive trend in the book market which, following a consolidation phase experienced in 2022, recorded renewed growth with an increase in both value (+3%) and volume (+0.8%)[1].

“During this first quarter of 2023, the Mondadori Group recorded a significant improvement in profitability-  taking into account the seasonal nature of the schoolbook business – thanks to the positive performance of revenues and an increasingly careful approach to operative management. The excellent start to the year for the book market, the slight fall in the prices of raw materials and services, and the company’s performance allow us to confirm our estimates for the year, with revenues and Adjusted EBITDA growing by a single-digit and margins expected to be around 15%,” emphasised Antonio Porro, Chief Executive Officer of the Mondadori Group.

PERFORMANCE AT 31 MARCH 2023

Consolidated revenue in the first quarter of 2023 amounted to € 160 million, up by approximately 4.5% compared to € 153.1 million in the previous year. Net of changes in scope occurring between the two periods, the organic change in growth amounted to +3.6%.

Adjusted EBITDA came to € 4.4 million, showing a significant increase on the € -1.1 million of the first quarter 2022: both the growth in revenues, in particular of the Trade Books and Retail areas, and the consolidation of the results of the companies only recently acquired, contributed to the Group’s positive results.

The Group’s EBITDA came to € 4.7 million compared to € -0.7 million in the first quarter of 2022, an improvement of almost € 5.5 million, traceable to the favourable dynamics of the above management components.

EBIT is negative for € 8.2 million, showing an improvement of € 4 million on 2022, thanks to the positive operating performance of the businesses, despite the booking of € 1 million for greater amortisation/depreciation deriving from investments, from the consolidation of newly-acquired companies and the accounting effects of the Purchase Price Allocation process (PPA).

Excluding the extraordinary components and the impacts deriving from the PPA process relative to the companies acquired in the last 2 years (€ 1.2 million), Adjusted EBIT came to € -7.2 million, up € 4.5 million on the same quarter of the previous year.

The consolidated result before tax is negative for € 8.8 million, an improvement of approximately € 5.6 million on the € -14.4 million in first quarter 2022, thanks to:

  • a reduction in finance expenses (€ 1.2 million as at 31 March 2022) despite a higher average cost of debt, thanks to the reduced expenses deriving from the application of IFRS 16, as a result of the new rental contract for the Segrate head office;
  • an improvement in the result of the subsidiaries for € 1.4 million, deriving in particular from the update of the fair value measurement of the equity investment in the company A.L.I..

It is recalled that after the end of the first quarter, the 18.45% equity investment held in the share capital of Società Europea di Edizioni, publisher of Il Giornale, was sold.

At 31 March 2023, the Group’s net loss, after minority interests, came to € 5.2 million, showing a sharp increase of approximately € 6 million versus the € -11.4 million recorded in Q1 2022.
Mention should be made that in the first quarter of the year, a net loss is recorded at a consolidated level, due to the seasonal nature of the school textbooks business.

The IFRS 16 Net Financial Position came to € -220.8 million, essentially stable on the € -217.4 million recorded at 31 March 2022, including an IFRS 16 component of € -70.1 million.
The Pre-IFRS 16 Net Financial Position came to approximately € -150.7 million, slightly up on the € -135.8 million of 31 March 2022 due to the cash-out relative to acquisitions made during the last twelve months and the distribution of dividends.

Cash flow from ordinary operations (after outlays for financial expense and tax) in the last 12 months, amounted to € 63 million and allows the Group to continue to strengthen its financial structure. Note that ordinary cash generation was impacted as follows:

  • the improvement in the business income management, partly temporarily offset by the dynamics of working capital;
  • the lower tax payments for approximately € 3 million, mainly deriving from realignments and tax redemption applied during previous years.

At 31 March 2023, cash flow from extraordinary operations of the previous 12 months came to a negative € 61.5 million, mostly due to cash out for restructuring costs of € 7.2 million and for the net balance of acquisitions and disposals of approximately € 47 million.
Consequently, the LTM Free Cash Flow as at 31.03.2023 was positive by € 1.5 million, demonstrating the Group’s ability to finance its inorganic growth policy and to remunerate its shareholders.

Group employees at 31 March 2023 amounted to 1,911 units, up by approximately 1.5% versus 1,883 resources at 31 March 2022 (+28). Neutralising the effects of all the changes in scope applied, namely the acquisitions of De Agostini Libri, Star Comics and A.L.I. and the disposals of newspapers and business in the Media area, the Group’s workforce would show an increase of 0.9%.

OUTLOOK FOR THE YEAR

In light of the results achieved during the first quarter and a more favourable scenario in respect of the outlook for raw materials and service prices, with reference to the current scope, the Group believes it can now confirm the forecasts released previously for FY 2023.

Income Statement:

  • Single-digit growth in revenues and adjusted EBITDA with margins expected to be in the region of 15%;
  • approximately 10% growth in the net result, despite the greater amortisation/depreciation deriving from both the increasing investment policy implemented by the Group and the effects of the Purchase Price Allocation process relative to the recently-acquired companies.

Cash Flow and Net Financial Position:

  • Ordinary Cash Flow is expected to fall within a range of € 60 to 65 million, showing growth of up to 10% on the 2022 figure (which had come to approximately € 60 million net of the one-off impact of derivative instruments related to rate risk hedging).
  • the Group’s net financial debt (IFRS 16) is expected to come in, at end FY 2023, as 0xAdjusted EBITDA, down from 1.3x at end 2022.

The solid financial and equity position that characterises the Group allows it to continue to pursue the virtuous development path started some years ago, characterised by the progressive use of M&As whereby the Group seeks to continue to the make the most of inorganic growth opportunities, mainly in the book and digital businesses.

PERFORMANCE OF BUSINESS AREAS

  • TRADE BOOKS

The first quarter of the current year was characterised by a positive trend seen on the book market that, following a consolidation experienced in 2022, recorded renewed growth with an increase in both value (+3%) and volume (+0.8%)[2].

In this context, the publishing houses in the Trade area recorded double-digit sell-out growth (+12.3%), of which 6.7% due to an increase in the volume component, thanks in particular to the performance in January and February by the new titles published at the start of the year.
Thanks to these results, the Mondadori Group has consolidated its national leadership position, with a market share which rose to 27.4% in March 2023, compared to 25.2% in March 2022.

This year, as witness to the quality of the Group’s publishing plan, two titles from the Group’s publishing houses ranked in the top two places of the ten best-selling books by value[3]: Prince Harry’s biography ‘Spare. Il minore‘, published by Mondadori, and ‘La vita intima’ by Niccolò Ammaniti, published by Einaudi.

Q1 2023 revenues came to € 88.3 million, showing growth of 29.5% on last year, structured as follows:

  • +25% in the publishing houses, also due to the companies acquired, which contributed approximately € 8 million in the period; net of discontinuities, the improvement comes to 10% thanks to the concentration, in the quarter’s publishing plan, also of particularly successful titles;
  • significant recovery of the museum business of Electa (+27%) and the positive international sales performance of Rizzoli International Publications (+12.5%);
  • marked growth in third-party publishers distribution and services activities, which benefited from the contribution made by the consolidation of A.L.I. (whose revenues are booked as a fee[4]) and Libromania.

Adjusted EBITDA of the Trade Books area comes to € 13.2 million, up € 3.5 million, of which approximately one third comes from the positive trend of like-for-like revenues and two thirds from the contribution made by newly-acquired companies. ​
The profitability achieved by the Trade Books area is approximately 15% in the first quarter of 2023, showing improvement on the same period of 2022.

  • EDUCATION BOOKS

School textbooks experience a typical seasonal performance that sees sales concentrated in the second half of the year following the adoption campaign: revenues from the first three months of the year typically account for less than 5% of the annual figure.

In this context, in the first quarter of 2023, the Group’s Education area recorded total revenues of € 8.5 million (€ 9 million in the same period of 2022) with a negative change that does not represent actual performance insofar as the result of different timing, compared to 2022, in the supply and invoicing of certain supplies.

Adjusted EBITDA comes to € -11.7 million, in line with FY 2022, due to the specified seasonality, which sees the booking during the first quarter of the operational structure costs and the costs for developing the text books marketed during the adoption campaign, which then draws to a close at the end of May.

  • RETAIL

As already mentioned, at the end of March, Italy’s book market had grown by 3% compared to 2022, with +10.6% increase in the physical channel and a decline (estimated at -6%) in e-commerce.

In this context, the revenues of Mondadori Retail in the first quarter of 2023 amounted to € 41.6 million, an improvement of around 12% compared to the same period of the previous year: this was the result, in particular, of sustained growth in revenues from books (+€ 3.7 million, up by 12.8% compared to the first quarter of 2022).
Thanks to this overperformance, deriving from the excellent performance of physical shops, Mondadori Retail’s market share came to 11.7% (+0.9% compared to 31 March 2022).

An analysis of sales in the physical channel shows a further increase in revenues from directly-managed bookstores (+21.1% compared to the same period in the previous year) and franchisee bookstores (+9.5% compared to the first quarter of the previous year);

Adjusted EBITDA in the Retail area was positive, amounting to € 1.7 million, and showed a significant increase (+€ 1.4 million compared to the first three months of 2022), thanks to the continuous development and renovation work on existing shops and focus on the core business of books.

  • MEDIA

In Q1 2023, the Media area recorded revenue of approximately € 32.3 million, dropping by approximately 31% versus the same period of the prior year, which reduced to approximately 8.5% on a like-for-like basis (excluding the effect of the deconsolidation of the titles sold at the start of 2023 and the distribution activities of Press-di).

In particular, the two area components showed different trends. On a like-for-like basis:

  • digital activities, which account for more than a third of the area’s total revenue, showed growth in advertising revenue of 7%;
  • traditional print activities were down by approximately 15%.

Adjusted EBITDA for the Media area came to € 2.9 million, showing growth of approximately 42% compared with the previous year, mainly due to traditional businesses. Specifically:

  • in the print area, the increase stems from the booking of a tax credit by way of relief on costs incurred by the publisher for the distribution of magazines (€ 2.8 million), which more than offset the higher input costs for the period and the lower margin from the sales of collateral items;
  • in the digital area, adjusted EBITDA is essentially stable on the same quarter of the previous year, thanks to higher advertising revenue and despite the higher costs incurred for launching new initiatives tied to the influencer marketing segment.

START OF SHARE BUYBACK PROGRAM TO SERVICE THE 2022-2024, 2021-2023 AND 2020-2022 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 2023 which, among other things, authorized:

  • the purchase and disposal of treasury shares for a maximum amount of up to 0.357% of the share capital, which is intended to provide the Company with the no. 933,548 shares required over the three-year period to meet the obligations under the 2023-2025 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 2021-2023 Performance Share Plan and the 2022-2024 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 plan
    The sole purpose of the program is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the 2023-2025 Performance Share Plan, the 2022-2024 Performance Share Plan and the 2021-2023 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. 591,000 ordinary shares (equal to 0.22%) of the share capital, taking account of the treasury shares already held in the Company’s portfolio, to service the 2023-2025 Performance Share Plan, the 2022-2024 Performance Share Plan and the 2021-2023 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 28 April 2022, taking account also of the no. 1,147,991 treasury shares, equal to 0.440% of the share capital, already held by the Company to date.
  • Duration of the program
    The buyback program may start on 5 June 2023. The conclusion of the program, in any case by the Shareholders’ Meeting convened to approve the financial statements at 31 December 2023, the date on which authorisation to purchase treasury shares resolved by the Shareholders’ Meeting of 27 April 2023, expires, will be disclosed to the market.
    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 28 April 2022.
    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.mondadorigroup.com ( Governance section) and at the authorized storage mechanism 1Info (www.1Info.it).

2023-2025 PERFORMANCE SHARE PLAN: ASSIGNMENT OF RIGHTS

The Board of Directors, having heard the Remuneration Committee, resolved on the assignments to the beneficiaries of the rights relating to the 2023-2025 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 27 April 2023.
Information regarding the beneficiaries and the number of rights assigned are shown – by name, for the beneficiaries who are members of the Board of Directors, and in aggregate form for the other beneficiaries – in the table attached, prepared in compliance with Box 1, Schedule no. 7 of Annex 3A of the Issuer Regulation. The terms and conditions of the Plan are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 27 April 2023 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuer Regulation, available on the website www.mondadorigroup.com Governance section and on the storage mechanism www.1info.it to the contents of which reference should be made.

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 2023 are available on the authorised storage mechanism 1Info (www.1info.it), in the Governance section of the Company website www.mondadorigroup.com and at the Company’s registered office.

The Interim Management Statement at 31 March 2023 is made available by today through the authorised storage mechanism 1Info (www.1Info.it), on www.mondadorigroup.com (Investors section) and at the registered office.

 

The presentation of the results at 31 March 2023, approved today by the Board of Directors, is available on 1Info ( www.1info.it), on www.borsaitaliana.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 pm for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode, by connecting to the following phone number +39.02.8020927 or via web at:  https://hditalia.choruscall.com/?calltype=2&info=company.

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.

[1]Source: GFK, March 2023 (Week 13)

[2] GFK, March 2023 (Week 13)

[3] GFK, March 2023 (ranking in terms of cover value)

[4] In accordance with IFRS15

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.

Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/199