Financial Results

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

Segrate, 10 November 2022 – 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 30 September 2022 presented by CEO Antonio Porro.

HIGHLIGHTS

The current year has seen the Mondadori Group firmly pursue the strategic path of reshaping its business portfolio, on the one hand, by developing and strengthening its presence in book publishing and, on the other, by tapering its exposure to the magazines segment, with a focus on brands with greater multimedia potential.

“The results of these first nine months clearly show the positive impacts from our repositioning plan: the operating-financial metrics grow strongly, with a sharp improvement in revenue and margins across all business areas on a like-for-like basis”, said Antonio Porro, CEO of the Mondadori Group. “These elements, plus the positive performance of the books market, allow us, despite the higher costs of the main inputs, to further increase our estimates on the trend of revenue and margins at end 2022”, concluded Porro.

PERFORMANCE AT 30 SEPTEMBER 2022

Consolidated revenue in first nine months 2022 amounted to € 678.2 million, up by 15.2% versus € 588.9 million in the prior year.

Net of the consolidation of D Scuola, effective 1 January 2022, Group revenue grew by 3.8%, thanks to the performance of the Books and Retail areas and despite the additional asset disposals involving the Media area: net of the effects from the changed consolidation scope, Group revenue on a like-for-like basis in the first nine months of the current year would have grown by 5.8%.

Adjusted EBITDA came to a positive € 115.5 million; excluding the result of D Scuola in the period, adjusted EBITDA closes with a positive € 94.1 million.

As a result, the Group showed an overall improvement in profitability in excess of € 30 million versus € 85 million in 2021, growing by 35.8%, one third of which attributable to the positive performance across all business areas, Books and Retail in particular, and approximately two thirds from the contribution of D Scuola (€ 21.4 million).

Group EBITDA came to € 114.5 million (€ 93 million net of D Scuola), recording an even stronger improvement of € 34 million (+42.2% versus € 80.5 million at 30.09.2021), as a result of the abovementioned phenomena and dynamics and of the positive trend of non-ordinary items in the period.

EBIT closed at a positive € 78 million versus € 52 million at 30.09.2021, improving by € 26 million, or up by 50%, partly dampened by the effects of the Purchase Price Allocation process related to the acquisition of D Scuola.

Net of the amortization/depreciation resulting from this process, consolidated EBIT of the new scope would grow by approximately € 29 million (+55% versus 30.09.2021).

Excluding the contribution of D Scuola, the improvement would amount to € 11.3 million, attributable to the abovementioned operational dynamics.

Consolidated profit before tax came to € 75.8 million (€ 61.2 million excluding the contribution of D Scuola), increasing by almost 70% versus € 44.8 million in the same period of 2021. This growth benefits also from the improvement in the result of the associates, amounting to € 3.5 million, arising from the disposal of the investment in Monradio, from profit for the period of Attica, and from the accounting of the share of the result of A.L.I..

Total financial expense for the period, amounting to €2.8 million, improved by € 1.1 million, despite the higher average debt and the increase in ancillary expense from the outstanding pool loan, due to the accounting for IFRS 16 purposes of a non-recurring income of approximately € 1.5 million resulting from the early termination and renegotiation, as of July 2022, of the lease contract for the Segrate HQ.

Group net profit, after minority interests, amounted to € 58.3 million (€ 47.9 million excluding the net profit of D Scuola), up by 18% versus € 49.4 million in first nine months 2021, which had benefited however from a non-recurring income of € 18.7 million from the realignment of the tax amounts of trademarks and goodwill to their respective statutory amounts.

Neutralizing the one-off tax income of 2021, net profit in first nine months 2022 would be up by approximately 90% versus the prior year.

The net financial position before IFRS 16 stood at € -173.4 million and includes, in addition to the effects of the acquisition and consolidation of D Scuola, the debt arising from the acquisitions of A.L.I. and Star Comics, as well as the return to dividend distribution.

Including the IFRS 16 impact of € 62.3 million – down from 30.09.2021 due mainly to the renegotiation of the lease contract for the Segrate HQ – the NFP stood at € -235.7 million.

The LTM cash flow from ordinary operations (after cash out for financial expense and tax), amounting to € 71.4 million, allows the Group to continue to strengthen its financial structure.

D Scuola, consolidated as from January 2022, contributed a negative € 1.5 million to the cash flow for the period, consistent with the seasonal nature of the school publishing business.

Mention should be made that the generation of cash flow from ordinary operations benefited from the revaluation, amounting to € 10.1 million at 30 September 2022, of derivative instruments related to interest rate risk hedges applied to drawdowns of the pool loan taken out in May 2021.

The total Free Cash Flow in the past 12 months amounted to a positive € 9.5 million.

At 30.09.2022, Group employees amounted to 1,895 units, up by 4.5% versus 1,814 units at 30.09.2021 (+81 units), due primarily to the inclusion of D Scuola resources (totaling +127 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 business areas and functions.

PERFORMANCE IN THIRD QUARTER 2022

In the third quarter, consolidated revenue amounted to € 323.1 million, increasing by 20.3% versus € 268.5 million in the prior year; net of all the effects from changes in the scope, Group revenue would have recorded a like-for-like growth of +3.4% in the third quarter.

Adjusted EBITDA came to a positive € 88 million, up by over € 24 million (+38.5%) versus 2021.

Excluding the contribution of D Scuola, adjusted EBITDA came to € 65.7 million, increasing by
€2.1 million versus third quarter 2021, or by +3.4%. This improvement is attributable in particular to the positive performance of the Books segment, which benefited also from the consolidation of Star Comics as of third quarter 2022, and the Retail segment.

Group EBITDA came to € 87.7 million (€ 65.4 million without D Scuola), improving by € 26.2 million (+42.7%) versus the prior year, attributable to the business phenomena mentioned earlier, and to the positive trend in non-ordinary items, especially in the Corporate and Media areas.

EBIT came to a positive € 74.8 million, improving by approximately € 23 million versus third quarter 2021. The like-for-like comparison (excluding the contribution of approximately € 20 million from D Scuola) with 2021 shows an increase of € 3 million (+5.8%), despite higher amortization and depreciation resulting from increased expenditure made in the last 12 months.

Group net profit, after minority interests, amounted to € 55.5 million, up by 23.2% versus € 45 million in third quarter 2021; excluding the contribution of D Scuola and net of tax items, which in third quarter 2021 had benefited from a net non-recurring income of approximately € 9.8 million, net profit in third quarter 2022 would increase by 17% versus the third quarter last year.

BUSINESS OUTLOOK

In light of the positive operating-financial trend seen in the first nine months of the year, and despite the geopolitical uncertainty and the persisting problems arising from the increase in costs for raw materials, paper in particular, and for energy consumption, for the full year 2022 the Group believes:

• to be able to improve the estimate of:
  • Revenue, forecast to grow high single-digit (from mid single-digit);
  • Adjusted EBITDA, forecast to increase by 25% or more (from over 20%).

given the positive performance recorded by the Book product in the third quarter, as well as the consolidation of the Star Comics publishing house in the second half of the year;

• to be able to confirm at the consolidated level the other previously disclosed estimates.

Specifically:

• Double-digit growth of net profit, thanks also to significantly lower restructuring costs and to the improved results of associates versus 2021;
• Cash Flow from Ordinary Operations in line with 2021;
• Free Cash Flow in the region of € 10/15 million (before dividend);
• Group net financial debt (IFRS 16) at 1.3x adjusted EBITDA.

PERFORMANCE OF BUSINESS AREAS

• BOOKS

Following the remarkable growth seen in 2021, the year 2022 has witnessed a consolidation phase of the books market, which was basically steady in terms of both value (+0.1%) and volume (+0.1%) versus the same period last year[1].

Against this backdrop, Mondadori Group publishing houses posted a 2.4% growth in sell-out, the result of a gradually improving performance: in the third quarter in particular, the Group recorded a 14.6% increase in sell-out versus the market’s approximately +4% increase.

Thanks to these results, the Group was able to retain its domestic leadership, with its market share growing to 26.9%.

In the period under review, the Group retained a leadership position in the school textbooks segment, with a market share including D Scuola at 32.3%, a slight decline versus 32.9% in the prior year, fully attributable to the primary school segment, marked by greater volatility and lower profitability.

In first nine months 2022, revenue in the Books area stood at € 443.4 million, up by 27.2% versus € 348.7 million in first nine months 2021, driven by the positive performance of the Trade publishing houses and the consolidation of D Scuola.

Considering only the like-for-like scope of 2021, revenue in the Books area grew by 5.5%.

Specifically:

• revenue from Trade amounted to € 4 million, up by 11.2% versus € 200.9 million in the same period of 2021, driven by the positive performance recorded by all publishing houses, the upswing of Electa’s activities, and the consolidation of De Agostini Libri and Star Comics;
• total revenue from Education amounted to € 7 million, up by 48.2% versus first nine months 2021, due mainly to the changed consolidation scope related to the consolidation of the publishing house D Scuola, which contributed € 67.5 million to revenue for the period. On a like-for-like basis, revenue was up slightly (+1.4%) versus the same period of 2021 (€ 144.2 million), due to the early availability of a number of textbooks and the resulting accounting of the related revenue versus the prior year.

Adjusted EBITDA of the Books area in first nine months stood at € 107.9 million, up by more than
€ 28 million including the contribution of D Scuola (€ 21.4 million in the period under review).

Net of D Scuola, adjusted EBITDA on a like-for-like basis would come to € 86.4 million versus € 79.4 million in the same period of 2021, an improvement of over € 7 million (approximately +9%), thanks in particular to the positive trend of revenue and to the higher contribution of relief granted to museum activities, amounting to approximately € 3 million.

• RETAIL

In a basically steady domestic books market (+0.1%^[2]) versus 2021, the physical channel continued to grow versus the same period of the prior year, no longer burdened by the restrictions brought by the COVID-19 emergency.

Against this backdrop, in the first nine months, the market share of Mondadori Retail increased by 1.4% to reach 12.6%, driven by the outstanding performance of physical stores.

Revenue from the area totaled € 126 million, improving by € 11.6 million (+10.2%) versus € 114.3 million in the same period last year.

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 on the market, as shown by the solid growth in revenue from the Book product (+13.6%), which is higher at the end of the third quarter even than in the pre-COVID period.

Specifically:

• directly-managed stores reported a sharp upswing in revenue (+35.3% versus the prior year), due to the abovementioned strategy of focusing on the book product and network development activities;
• the franchised channel continued its progression, increasing by +4.9% versus the same period of the prior year.

Adjusted EBITDA closed with a positive figure and up significantly to € 4.1 million (€ +2.4 million) versus € 1.7 million in first nine months 2021.

The structural actions put in place in recent years have brought a strong turnaround in the area’s operating and financial performance, as already seen by last year’s results. This target was achieved thanks to the deep transformation of the company, the ongoing renewal and development of the network of physical stores, as well as careful cost management and a thorough review of the organization and processes. All this complemented by constant work on product innovation and the expansion of the product range.

• MEDIA

The Media area recorded revenue of € 135.3 million in first nine months 2022, dropping by 9.8% versus € 150 million in the same period of the prior year, but increasing by 3.1% on a like-for-like basis (excluding the effect of the deconsolidation of the titles sold at end 2021 and the distribution activities of Press-di).

Specifically:

• digital activities, which now account for 24% of the area’s total revenue, rose sharply by +16% (+21.8% on a like-for-like basis of brands);
• traditional print activities on a like-for-like basis were down by approximately 3%.

Adjusted EBITDA in the Media area amounted to € 9.3 million, up versus € 7.8 million in first nine months 2021, the result of two opposing trends that marked the two segments of the area:

• the print area improved, thanks to higher income from FuoriSalone 2022, the accounting of a € 1.9 million tax receivable recognized on paper consumption, and the continued actions to curb operating costs launched in prior years;
• the digital area, instead, saw its result fall, attributable to one-off editorial and development costs incurred for the launch of The Wom and the lower performance of digital brand advertising sales, only partly offset by the strong trend recorded by the MarTech segment.

Significant events after 30 September 2022

As previously disclosed to the market, on 20 October the subsidiary Mondadori Media S.p.A. was granted by Reworld Media S.A. the option to sell to it the business unit related to the Grazia and Icon brands through a put option.

The scope of the option includes the print and digital publishing activities of the two titles, as well as the relating international network that ensures the brands’ overall presence in over 20 countries with licensed publications.

In 2021, these activities generated revenue of approximately € 18 million.

Based on the terms for exercising the option, the consideration for the scope in question is € 8.5 million, including € 2 million as earn-out conditional on the achievement of certain financial results in 2023 by the activities disposed of. The consideration was defined on the basis of an Enterprise Value of € 11 million (including earn-out), net of the difference between the average net working capital over the last 12 months and the net working capital at the closing date.

The Mondadori Group, pursuant to the provisions of law, will launch the consultation procedure with the trade unions, following which the option will become exercisable.

The decisions taken, as a result of the ongoing assessments, on the exercise of the option and any further phases, terms and conditions of the process underlying the transaction will be promptly disclosed to the market.

The transaction – the possible completion of which will also be subject to the outcome of the assessment procedure by the Offices of the Presidency of the Council of Ministers referred to in Law Decree 21/2012 – would be in line with the Mondadori Group’s strategic path of increasing focus on the core business of books and brands with greater potential for multimedia exploitation.

The presentation of the results at 30 September 2022, 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 4.30 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 Interim Management Statement at 30 September 2022 is made publicly available by today through the authorized storage mechanism 1Info (www.1info.it), on www.gruppomondadori.it (Investors section) and at the 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:

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

[1] GFK, September 2022 (Week 39)

^[2] GFK (in terms of value)

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2022, 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).

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 2022 presented by CEO Antonio Porro.

“In the first half of the year, our performance was highly positive, and all the business areas contributed to the result, with revenue gaining momentum especially in the second quarter”, emphasized Antonio Porro, Chief Executive Officer of the Mondadori Group. “These results, as well as a continually meticulous management of operations, have allowed us to increase overall profitability and cash generation. Improved operating performance, coupled with the Group’s continued capital strengthening, have laid the groundwork for confirming the 2022 targets and continuing the path of strategic reshaping, despite the uncertain economic and political scenario on a domestic and international level”, concluded Porro.

PERFORMANCE AT 30 JUNE 2022
In first half 2022, consolidated revenue amounted to € 355.1 million, increasing by 10.8% versus € 320.4 million in the prior year; net of the consolidation of D Scuola, Group revenue recorded a like-for-like growth of 5.7%, thanks to the contribution of all business areas, of the Retail and Books areas in particular.

Adjusted EBITDA came to a positive € 27.6 million versus € 21.5 million in first half 2021; excluding the result for the period of D Scuola, adjusted EBITDA came to a positive € 28.4 million as the company, which operates in the school textbooks segment, recorded a loss in the first part of the year due to the seasonal nature of the business; on a like-for-like basis, the Group improved profitability by € 6.9 million versus first half 2021, driven by the positive performance of all business areas, by the Books and Media areas in particular.

Group EBITDA stood at € 26.8 million versus € 19 million in first half 2021; on a like-for-like basis, the figure of € 27.6 million shows a strong improvement, attributable to the abovementioned phenomena, as well as to the positive dynamics of non-ordinary components.

 EBIT came to a positive € 3.2 million (€ 8.5 million on a like-for-like basis). The comparison with 2021 shows:

• an improvement in the overall scope of € 3 million, impacted by the consolidation of D Scuola’s amortization/depreciation and the effects of the Purchase Price Allocation process;
• an improvement on a like-for-like basis of € 3 million.

Financial expense increased by € 1.3 million, due mainly to the recognition in 2021 of a one-off income from the application of IFRS 9 to the terms of the pool loan signed by the Group in May 2021.

Consolidated profit before tax amounted to € 0.5 million; on a like-for-like basis, the figure shows a profit of € 5.8 million, improving by € 10.9 million versus € -5.1 million in first half 2021.
Also contributing to this increase was the improvement of over € 3 million in the results of the investees attributable to the sale on 1 January 2022 of the investment in Monradio (which usually recorded losses), the improved results for the period of Attica, as well as the start of the accounting for the share of profits of A.L.I., of which the Group completed the acquisition of 50%.

Group net profit, after minority interests, amounted to € 2.8 million; on a like-for-like basis, it amounted to € 6.7 million, improving by € 2.3 million versus € 4.4 million in first half 2021, despite the fact that last year had benefited from net non-recurring positive tax components of approximately € 9 million, resulting from the realignment of the tax amounts of trademarks and goodwill to their respective statutory amounts.

The Net Financial Position before IFRS 16 stood at € -205.8 million (€ -285.1 million including IFRS 16). On a like-for-like basis, it stood at € -48.4 million, improving strongly by € 20 million versus the net debt of € 68.3 million recorded at 30 June 2021, despite the cash out from the payment of dividends and the acquisition of A.L.I.

On a like-for-like basis, the LTM cash flow from ordinary operations (after outlays for financial expense and tax) amounted to € 70.6 million, allowing the Group to continue to strengthen its financial structure through the continued and growing ability of the businesses to generate cash.
D Scuola reported a negative cash flow of € 25.2 million in the first half, reflecting the seasonal nature of the school business which, in the first half of the year, records the costs and expenditure for the development and publication of texts marketed in the second half.

LTM Free Cash Flow on a like-for-like basis came to € 41.9 million and includes mainly outlays for restructuring costs of € 10.6 million and approximately € 14 million for acquisitions.

At 30 June 2022, Group employees amounted to 1,917 units, up by 4.8% versus the 1,829 units at 30 June 2021, following the inclusion of the workforce of D Scuola and of De Agostini Libri. Excluding the contribution of companies consolidated from 2022 and the effects of the disposal of titles in the Media area that took place in December 2021, the decline would be approximately 1.7%.

BUSINESS OUTLOOK
In light of the positive operating-financial trend recorded in the first half of the year, and thanks also to the relief received by Electa for its museum activities^[1], the Group believes that it can confirm, for the full year 2022, the previously disclosed estimates at the consolidated level, despite the geopolitical uncertainty and the persisting problems arising from the increase in costs both in the procurement of raw materials, paper in particular, and for energy consumption.

The Group thus expects:

• Earnings: continued resilience of the business model
  – mid-single-digit growth of revenue
  – adjusted EBITDA up by more than 20%
  – double-digit growth of the net result, thanks also to significantly lower restructuring costs and to the improved results of investees versus 2021.

• Cash Flow/Net Financial Position: continued strong cash generation
  – Cash flow from ordinary operations in line with 2021;
  – Free Cash Flow in the region of € 10/15 million (including outlays for the announced acquisitions and before dividend payout);
  – Group net financial debt (IFRS 16) at 1.3x Adjusted EBITDA.

The Mondadori Group continues to prioritize sustainability issues and to pursue its efforts to achieve the ESG goals set.

PERFORMANCE OF BUSINESS AREAS

• BOOKS

Following the remarkable growth seen in 2021, first half 2022 witnessed a consolidation phase of the books market, with a slight drop in terms of value (-1.8%) and volume (-1.4%) versus the same period of 2021^[2].
Excluding from the scope of the books market the comic books segment – still untapped by the Group in the first half of the year and whose growth rate in the period stood at 27.1% – the decline versus first half 2021 is 3.4% (in terms of value).

Against this backdrop, the Mondadori Group’s performance steadily improved, thanks to a publishing plan that concentrated the publication of the most successful titles in the second quarter, and enabled the Group to retain its domestic leadership with a 24.3% market share (26.1% considering the consolidation of Edizioni Star Comics, whose acquisition was completed last 1 July)

Additionally, on 7 July, thanks to Einaudi, the Group won the 76th edition of the Strega Prize with Spatriati by Mario Desiati and placed three other titles from 2nd to 4th place: Quel maledetto Vronskij by Claudio Piersanti for Rizzoli; E poi saremo salvi by Alessandra Carati, a debut fiction writer for Mondadori; Niente di vero by Veronica Raimo for Einaudi.

In first six months 2022, revenue in the Books area stood at € 196 million, up by 16% versus           € 168.9 million in first six months 2021, driven by the positive performance of the trade publishers (+2.2%), which grew by 9% in the second quarter, the sharp increase of Rizzoli International Publications (+10.7%), the upswing in Electa’s activities, as well as the consolidation of D Scuola.
Considering the scope of the Books area on a like-for-like basis alone, excluding the contribution of D Scuola, revenue grew by 6.1%.

Revenue from the school textbooks business amounted to € 49.6 million, up by 38.5% versus € 35.8 million in first half 2021, due to the abovementioned change in the scope following the consolidation of the D Scuola publishing house.
On a like-for-like basis, revenue was down by € 3 million (-8.2%), as a result of the delay in supplies to a number of top accounts, whose recovery is expected in July.

Adjusted EBITDA in the Books area stood at € 23.8 million including the continued negative contribution of € 0.8 million at 30 June of D Scuola, owing to the seasonal nature of the school textbooks business: net of this effect, adjusted EBITDA on a like-for-like basis stood at € 24.7 million, an improvement of € 4.8 million versus € 19.8 million in first half 2021.
The result can be attributable to the abovementioned positive trend of Trade publishers and the performance of Electa, which benefited from the upswing in museum and concession-related activities and higher relief (€ 6.3 million versus approximately € 3 million in first half 2021), which more than offset lower revenue in the Education segment.

• RETAIL

In the first six months, the Retail area posted revenue of € 77.6 million, up by € 7.8 million (+11.2%) versus € 69.8 million in the same period of the prior year.
The ongoing development and renovation of existing stores and the focus on the core business of books have enabled the Mondadori network of bookstores to consolidate its role in the market, as shown by the solid growth in revenue from the Book product (€ +7.7 million), which is higher at the end of the first half even than in the pre-COVID period.

A breakdown of the main channels of Mondadori Retail shows the following:

• directly-managed stores reported a sharp increase in revenue (+45.7% versus the prior year), due to the abovementioned strategy of focusing on the book product and network development activities, and to the restrictions on activities in 1° half 2021 brought by the anti-COVID measures;
• the franchised channel, composed mainly of proximity stores located in small towns, continued its progression, increasing by +3.8% versus the same period of the prior year.

Thanks to the remarkable performance of physical stores, the market share of Mondadori Retail in the Italian books market grew to 11.8%.

In the first half of the year, adjusted EBITDA came to a positive € 1.4 million, up strongly versus approximately € 1 million in first six months 2021, as a result of revenue growth and continued cost containment, renovation and development of the physical network of stores, and despite higher rental and utility costs incurred by directly-managed stores in the six months under review.

• MEDIA

The Media area recorded revenue of € 98.2 million in first six months 2022, increasing by approximately 1% versus € 97.4 million in the same half of the prior year; on a like-for-like basis of portfolio of brands (excluding the effect of the deconsolidation of the titles sold at end 2021), the growth was 10%:

• digital activities, which now account for 22% of the area’s total revenue, rose sharply in the second quarter by 22% (+27.5% on a like-for-like basis of brands). Thanks to this growth, digital revenue as a percentage of total advertising revenue stood at 67% of the total (up from 63% in first half 2021);
• traditional print activities, excluding the titles sold at end 2021, grew by 5%.

The Group’s market share in terms of circulation, as a result of a performance – on a like-for-like basis of portfolio of titles – that outdid the relevant market, stood at 21.3%, up versus 20.5% in May of the prior year.

The Media area’s adjusted EBITDA stood at € 7.8 million, up strongly versus first six months 2021, thanks to the remarkable performance of the print area which, in the second quarter, in addition to benefiting from the continued cost-curbing measures, was able to account for both the margin from the FuoriSalone event (which in 2021 took place in the second half of the year) and for a tax credit recognized on paper consumption that allowed it to offset the increase in the related cost incurred in the period.

With regard to the Warning Notice to listed issuers published by CONSOB on 19 May 2022, concerning the effects on the operating and financial situation resulting from the Russia-Ukraine war, the Mondadori Group clarifies:

• to have no “direct” impacts, as it has no production sites in the affected area, nor does this area represent an outlet market for publishing production or services offered by the Group;
• to have “indirect” impacts, due to the increase in prices of raw materials, energy and transportation.

With regard to such increased costs, the Group has taken measures to alleviate their impact, and has put in place further remedies to achieve efficiencies, such as to achieve in the first half of the year in all business areas growing results versus the relevant forecast figures and to confirm the outlook for the entire year.

The presentation of the results at 30 June 2022, 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 4.30 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.

 * The operating and financial figures at 30 June 2022 are also shown on a like-for-like basis excluding D Scuola for greater comparability versus the prior year. Additionally, as already seen for the first quarter, at 30 June 2022, the contribution of D Scuola, fully consolidated as from 16 December 2021, was heavily marked by the seasonal nature of the Education business which, in the first half of the year, records the costs of creating editorial content, as well as the expense from the promotional activities to support the adoption campaign, postponing the recognition of the most significant portion of revenue from the sale of school textbooks to the second half of the year. 

^[1] Emergency Fund for Enterprises and Cultural Institutions for the Relief of Art Exhibition Organizers, decree published on 27 May 2022 granting the subsidies provided by Ministerial Decree 428 no. 227 of June 2021.

^[2] GFK, June 2022

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 2022 presented by CEO Antonio Porro.

I° QUARTER 2022 HIGHLIGHTS
In first quarter 2022, the Group – excluding the contribution from the newly-consolidated D Scuola – continued its efforts to increase profitability, spurred by the positive trend in revenue across all business areas and careful management of operations implemented in the prior quarters, which led to greater structural efficiency. The Mondadori Group concurrently confirmed its ability to guarantee steady and solid cash flow generation.

“The performance we recorded in the first quarter, and the process of continued strengthening implemented so far, allow us to confirm for 2022 the estimates previously announced, despite the uncertain economic and geopolitical context”, emphasized Antonio Porro, CEO of the Mondadori Group. “The solidity of our business model and our continued ability to generate cash flow put us in a position to continue to focus on and grow in our core business of books: a target that we have successfully pursued to date also through a series of major acquisitions”, concluded Porro.

PERFORMANCE AT 31 MARCH 2022
In the first quarter of the current year, the contribution of D Scuola, fully consolidated as from 1 January 2022, is irrelevant owing to the seasonal nature of the Education business which, in the first half of the year, records only the costs of creating editorial content as well as the expense from the promotional activities to support the adoption campaign, postponing the recognition of revenue from the sale of school textbooks to the second half of the year.

In first quarter 2022, consolidated revenue amounted to € 153.1 million, increasing by 5.7% versus      € 144.8 million in the prior year; net of the consolidation of D Scuola, Group revenue would have recorded a like-for-like growth of 2.9%, thanks to the contribution of all business areas, of the Retail area in particular.

Adjusted EBITDA for the period under review amounted to € -1.1 million. Excluding the result for the period of D Scuola, adjusted EBITDA came to a positive € 2.4 million, as the company, which operates in the school textbooks segment, recognizes a loss in the first part of the year due to the seasonal nature of the business: on a like-for-like basis, the Group recorded an improvement in profitability of € 1.3 million versus first quarter 2021, driven by the positive performance of the Books and Retail segments.

Group EBITDA came to € -0.7 million, or on a like-for-like basis to € +2.8 million: a comparison with the results of the prior year (€ 0.2 million) shows a clear improvement, thanks to the abovementioned business performance, and to the positive contribution from non-recurring items.

EBIT at 31 March 2022 stood at € -12.2 million (€ -6.6 million on a like-for-like basis). The comparison with 2021 shows:

• an improvement of € 2.4 million on a like-for-like basis, due to the mentioned trends;
• a deterioration of € 3.3 million in the overall scope, due to the consolidation of amortization and depreciation and the effects of the Purchase Price Allocation process from the acquisition of D Scuola.

The consolidated loss before tax amounted to € -14.4 million; on a like-for-like basis, the figure amounted to € -8.8 million, improving by € 3 million versus € -12.1 million in the first three months of 2021.

Financial expense rose by € 0.3 million, due to the higher average gross debt recorded in the quarter following the acquisition of D Scuola.

The Group’s net result, after minority interests, amounted to € -11.4 million; on a like-for-like basis, the figure closes at € –7.1 million, a clear improvement versus € -10.2 million in the first three months of 2021. Mention should be made that in the first quarter of the year, the Group usually recognizes a net loss at a consolidated level, due to the seasonal nature of the Education business.

At 31 March 2022, the net financial position before IFRS 16 stood at € -135.8 million (€ -217.4 million including the IFRS 16 impact).

Excluding the effects of the acquisition of D Scuola, the net financial position before IFRS 16 stood at a positive € 9.6 million, improving significantly by over € 57.5 million versus the debt at 31 March 2021 (€ 47.9 million), attributable to the significant cash flow generation recorded in the last twelve months: including the impact of IFRS 16, the NFP stood at a negative € 69.9 million, due to the recognition of an additional financial payable of € 79.5 million.

The LTM cash flow from ordinary operations (after outlays for financial expense and tax), excluding D Scuola, amounted to € 68.9 million, allowing the Group to continue to strengthen its financial structure.

D Scuola, consolidated as from January 2022, reported a negative cash flow of € 13.3 million in the first quarter, in line with the seasonal nature of the school business which, in the first half of the year, records only the costs and expenditure for the development and publication of texts marketed in the second half.

The LTM Free Cash Flow at 31 March 2022 amounted to € 57.5 million, improving further versus the figure at 31 December 2021. Including the impact of the acquisition of D Scuola for approximately € 135 million, the Free Cash Flow of the overall scope recorded outlays of approximately € 88 million.

At 31 March 2022, Group employees amounted to 1,883 units, up by 2.4% versus 1,838 units at 31 March 2021 (+45 units), due primarily to the inclusion of D Scuola staff (totaling 127 units). On a like-for-like basis, therefore excluding both the contribution of the newly-consolidated company and the effects of the sale of the titles in the Media area in December 2021, the drop would come to approximately 2.3%, the result of the continued efforts to increase the efficiency of the individual business areas.

BUSINESS OUTLOOK
In light of the results achieved in the first few months and in the absence of any future material deterioration in the geopolitical context, for the full year 2022, the Group believes it can confirm the estimates previously disclosed, despite the critical issues arising from the increase in costs for the procurement of raw materials, primarily paper, and for energy consumption.

That said, the Group expects for:

• Earnings: continued resilience of the business model
  – mid-single-digit growth of revenue;
  – Adjusted EBITDA up by more than 20%;
  – double-digit growth of the net result, thanks also to significantly lower non-recurring expense than the figure recorded in 2021, despite the fact that net profit in 2021 had benefited from a significant tax component^[1] of approximately € 19 million.
• Cash Flow and Net Financial Position: continued strong cash generation:
  – Cash Flow from ordinary operations: in line with 2021, as a result of the positive contribution from D Scuola, offsetting the “one-off” increase in Group capital expenditure, arising:
     – in the school segment, from the project to integrate D Scuola and from a stronger and richer product range and publishing catalogue in the school segment;
  – in the Retail area, from the plan on the relocation and renovation of the flagship store in Piazza Duomo in Milan, which will see conclusion in the final part of the year;
• Free Cash Flow in the region of € 40/45 million (before payout of the dividend), which includes the expected cash outflows from extraordinary transactions announced;
• Group net financial debt (IFRS 16) less than 1.1x Adjusted EBITDA (0.6x before IFRS 16).

The financial solidity reached allows the Group to continue its path of development, especially in the books business, also through M&As: therefore, the Group will continue to pursue its unwavering commitment, also in the current year, to further growth opportunities through acquisitions.

PERFORMANCE OF BUSINESS AREAS

• BOOKS

In first quarter 2022, after the remarkable growth seen in 2021, the books market witnessed a consolidation phase marked by a slight decline in sales (-1.6% in terms of value and -0.6% in terms of volume)^[2] versus the same period last year.
Even if we exclude from the measurements those segments currently untapped by the Mondadori Group, i.e. professional and, most importantly, comics, which are continuing to see strong growth close to 50% this year, the market continued to remain moderately weak, dropping (in terms of value) by 2.3% versus 2021.

Group revenue in the Trade segment, which fell slightly, was affected, on the one hand, by this trend of the relevant market and, on the other, by the scheduling of the publishing plan, which envisages the release of the major titles in the second half of the year, closing at € 52.3 million, down by approximately 6% versus € 55.9 million in first quarter 2021, which had benefited from the extraordinary success of “Il sistema. Potere, politica, affari: storia segreta della magistratura italiana” by A. Sallusti and L. Palamara (Rizzoli).

Nonetheless, the Group confirmed its undisputed leadership with a market share of 23% in the Trade segment (including the share of De Agostini Libri, consolidated as from 1 April 2022).

With regard to the school textbooks segment, mention should be made that this is a highly seasonal business, so revenue generated in the first three months typically accounts for less than 5% of the annual figure. In first quarter 2022, the activities recorded total revenue of € 9 million: on a like-for-like basis net of D Scuola, revenue was basically steady versus the prior year (€ 4.9 million in first quarter 2021).

Overall, revenue in the Books area as a whole in the first three months of 2022 amounted to € 76.2 million, up by 6.5% versus € 71.6 million in the first three months of 2021, due mainly to the consolidation of D Scuola. On a like-for-like basis excluding the contribution of the recently-acquired company, growth stood at 0.7%, thanks in particular to the strong increase achieved by the publishing house, Rizzoli International Publications, and the upswing in Electa’s museum activities.

Adjusted EBITDA amounted to € -2.1 million, including the negative contribution of D Scuola, owing to the seasonal nature of the school textbooks business: net of these effects, adjusted EBITDA would stand at € 1.5 million versus € 0.6 million in first quarter 2021, improving by € 0.8 million, pushed by the positive performance of the publishing house Rizzoli International Publications and the upswing in Electa’s museum business.

• RETAIL

As indicated earlier, in the first three months of the year, the books market recorded a slight drop versus first quarter 2021 (-1.6%^[3]): this trend had no adverse effect on the performance of the physical channel which, due also to the pandemic-related restrictions that had restrained its activities in 2021, reported a growth versus the same period of the prior year.

Against this backdrop, the market share of Mondadori Retail reached 10.8%, driven by the remarkable performance of physical stores, which benefited from a positive comparison with the prior year.

In the first quarter, the Retail area posted revenue of € 37.2 million, up by € 3.8 million (approximately +11.5%) versus € 33.4 million in the same period of the prior year.

The ongoing development and renovation of existing stores and the focus on the core business of books have enabled the Mondadori Store network to further consolidate its role in the market, as shown by the strong improvement in Books revenue (€ +3.5 million), which is higher at the end of the first quarter even than in the pre-COVID period.

Specifically:

• directly-managed stores reported a sharp increase in revenue (+49.9% versus the prior year), due to the abovementioned strategy of focusing on the book product and network development activities;
• the franchised channel too, composed mainly of proximity stores located in small towns, continued its progression, increasing by +3.2% versus the same period of the prior year;
• the online channel declined, reflecting the market trend.

The Retail area recorded a positive and sharply growing adjusted EBITDA of € +0.3 million (€ +0.7 million versus the first three months of 2021). This target was achieved thanks to the strong growth in revenue, the deep transformation of the business unit as a whole, the ongoing renewal and development of the network of physical stores, as well as careful cost management and a thorough review of the organization and processes.

• MEDIA

In first quarter 2022, the Media area recorded revenue of € 47.1 million, basically steady versus € 46.8 million in the same quarter of the prior year, but up by 9.2% on a like-for-like basis of portfolio of brands (excluding the effect of the deconsolidation of the titles sold at end 2021).

Specifically:

• digital activities, which now account for 20% of the area’s total revenue, increased significantly by over 31% versus first quarter 2021 (+36.8% on a like-for-like basis of brands), driven by the strong performance of AdKaora.
  Digital advertising revenue as a percentage of total advertising revenue now represents 77% (up from 66% in first quarter 2021);
• traditional print activities, excluding the magazines sold at end 2021, improved by 3.4%, thanks to the positive circulation performance of television titles, which bucked the market trend.

 Adjusted EBITDA in the Media area stood at € 2 million, steady versus the first three months of 2021 as a result of:

• in the print area, the continuing measures to contain operating costs, which offset the increase in industrial costs;
• in the digital area, growth in activities in the MarTech segment, despite the higher editorial and development costs incurred for the launch of the new social magazine “The Wom”.

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 28 April 2022 which, among other things, authorized:

• the purchase and disposal of treasury shares for a maximum amount of up to 0.265% of the share capital, which is intended to provide the Company with the no. 693,878 shares required over the three-year period to meet the obligations under the 2022-2024 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 2020-2022 Performance Share Plan and the 2021-2023 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 2022-2023 Performance Share Plan, the 2021-2023 Performance Share Plan and the 2020-2022 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. 410,000 ordinary shares (equal to 0.156%) of the share capital, taking account of the treasury shares already held in the Company’s portfolio, to service the 2022-2024 Performance Share Plan, the 2021-2023 Performance Share Plan and the 2020-2022 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. 1,049,838 treasury shares, equal to 0.402% of the share capital, already held by the Company.

Duration of the program
The buyback program runs from 12 May 2022 and will end by the Shareholders’ Meeting to approve the financial statements for the year ending 31 December 2022, which coincides with the expiration of the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 28 April 2022.
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.gruppomondadori.it (Governance section) and at the authorized storage mechanism 1Info (www.1Info.it).

2022-2024 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 2022-2024 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 28 April 2022.
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 28 April 2022 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuer Regulation, available on the website www.gruppomondadori.it 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 28 April 2022 are available on the authorized storage mechanism 1Info (www.1info.it), in the Governance section of the Company website www.gruppomondadori.it and at the Company’s registered office.

The Interim Management Statement at 31 March 2022 will be made available today on the authorized storage mechanism 1Info (www.1Info.it), in the Investors section of the Company website www.gruppomondadori.it and at the Company’s registered office.

The presentation of the results at 31 March 2022, 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 4.30 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.

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

^[1] Derived from the tax realignment of intangible assets.

^[2] GFK, March 2022

^[3] GFK (in terms of value)

Mondadori Group hereby informs that the Interim Management Statement at 30 september 2021 is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.mondadorigroup.com (Investors section).

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2021, 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).

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 2021, presented by the CEO of the Mondadori Group, Antonio Porro.

“In the first half of the year, the Mondadori Group achieved remarkable results on the revenue and profitability front. All our areas, from Books to Retail to Media, played their part in this performance and grew versus the prior year, the digital component in particular. The Books area improved significantly and increased its margins versus 2019,” stressed Antonio Porro, CEO of the Mondadori Group. “The greater operating efficiency and improved financial performance we achieved in the second quarter too – continued the CEO – together with highly reassuring signs from the books market, give us reasons to confirm our year-end estimates and to look forward with confidence to the evolution of the Group in future years. Against this backdrop, the acquisition of De Agostini Scuola is further proof of our will to focus on the core business of books, in line with the medium-term strategic guidelines set”, concluded Porro.

HIGHLIGHTS OF FIRST HALF 2021

With regard to the core markets of the Mondadori Group, in first half 2021 books witnessed a buoyant trend, growing by 36.8%[1] versus the same period of 2020.
This performance consolidates the positive trend that had started in the first quarter of the current year, driven again by a greater propensity to read and purchase.
The growth of the books market is even more extraordinary if compared to the first six months of 2019[2], still totally unaffected by the pandemic and increasing by 23% versus this period.

PERFORMANCE AT 30 JUNE 2021

At 30 June 2021, consolidated revenue of the Mondadori Group amounted to € 320.4 million, up by 10.9% versus € 288.9 million of the prior year, thanks in particular to the strong growth in the Books and Retail areas, driven by the buoyancy of the market.

Adjusted EBITDA in first half 2021 amounted to € 21.5 million, up by approximately € 10.6 million versus € 11 million in the first six months of 2020: this positive performance reflects, on the one hand, the good trend of revenue recorded in the period by all business areas and, on the other, the ongoing efforts to curb operating and structural costs that enabled the Group to achieve a significant improvement in its margins (from 3.8% to 6.7%).

Group EBITDA came to € 19 million, more than double the € 8.4 million recorded in the prior year, showing a clear improvement attributable to the abovementioned phenomena and trends. In the period under review, non-recurring expense amounted to € 2.5 million, in line with the figure for the same period of the prior year.

In first half 2021, EBIT came to operating breakeven (€ 0.2 million), an improvement of over € 17 million versus € -17.2 million in the same period of 2020, attributable to the trend of the above ordinary components, to lower amortization and depreciation for a total of € 1.3 million, and to the presence in the result at 30 June 2020 of write-downs of € 5.8 million, relating to certain publications in the Media area.

The consolidated result before tax amounted to € -5.1 million versus € -30.9 million in first half 2020.
The significant improvement is also explained by:

• the reduction of approximately € 2 million in financial expense, due to a lower average interest rate, 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[3] in first quarter 2021, with a positive change of € 6.2 million versus a capital loss of € 6.6 million recorded at 30 June 2020;
• the result for the period of associates (consolidated at equity), which closed at € -3.1 million.

Tax items for the period came to a positive € 9.4 million (€ 5.9 million at 30 June 2020), despite the increase in taxable income, due to net non-recurring income of € 9 million deriving from the start of the process of realigning the tax amounts of trademarks and goodwill to their respective statutory amounts.

The Group’s net profit, after minority interests, came to € 4.4 million, a significant recovery versus the loss of € -25 million in first half 2020 (and also versus the loss of € 1.9 million at 30 June 2019), following the operational improvement and the abovementioned positive tax components.

The net financial position before IFRS 16 at 30 June 2021 stood at € -68.3 million, down drastically by 47.5% versus € -130.1 million at 30 June 2020, as a result of the significant generation of cash flow from ordinary operations recorded in the last 12 months, amounting to € 68.5 million, which confirms the positive path taken to strengthen the Group’s financial structure.
The IFRS 16 net financial position amounted to € -155.1 million and includes the recognition of the financial payable from the application of IFRS 16 equal to approximately € 87 million.

Group employees at 30 June 2021 amounted to 1,829 units, down by 5.2% versus 30 June 2020, despite the workforce absorbed following the acquisition of Hej! (net of which the reduction in the workforce would be -5.8%), due primarily to the efficiency measures that continued across all the business areas.

BUSINESS OUTLOOK

The positive performance recorded in the first half of the year, driven in particular by the strong growth trend of the Books area, as well as the continued cash flow generation, allow the Group to be optimistic about its operating performance and to confirm at a consolidated level – and on the basis of the current scope of consolidation – the previously disclosed estimates.

Performance targets:

• consolidated revenue for 2021 is forecast to grow slightly (low single-digit);
• adjusted EBITDA – in percentage terms – is estimated at around 12% of revenue;
• the net result for 2021 is confirmed on a sharp rise, propelled by the improvement in operations as well as the tax realignment of intangible assets, which in the first half enabled the recognition of an initial non-recurring positive tax component; additionally, mention should be made that the result for 2020 was negatively impacted by the write-down of certain balance sheet items.

Cash Flow and Net Financial Position
Additionally, with regard to the Group’s financial debt, one can reasonably confirm the estimates of cash flow from ordinary operations ranging between € 50 and € 55 million, therefore the achievement – before the impacts from the adoption of IFRS 16 – of a positive consolidated net financial position at year end.
As previously anticipated, the financial strength achieved by the Group has paved the way for a possible return to a shareholder remuneration policy from 2022, applied to the net result of 2021.
The above forecasts, drawn up on the basis of the current scope, may be updated upon completion of the acquisition of De Agostini Scuola, subject to the authorizations of law from the Antitrust authority.

PERFORMANCE OF THE BUSINESS AREAS IN FIRST HALF 2021

• BOOKS

As previously indicated, in the first half of the year the Trade books market posted a sharp growth of 36.8%[4] versus the same period of 2020, strengthening the trend that had started in the second half of the prior year, driven also by limited access to other forms of entertainment.

Against this backdrop, the Books area saw an increase in sell-out in terms of market value of 30.7%, enabling the Mondadori Group to confirm its undisputed leadership in the Trade segment (market share of 23.7%).

As proof of the quality of the publishing plan, mention should be made that during the first six months of the year, the Group placed 4 titles in the top ten bestsellers in terms of value[5]: Il sistema. Potere, politica, affari: storia segreta della magistratura italiana by Alessandro Sallusti and Luca Palamara (Rizzoli), which was the chartbuster in the opening months of the year, ranking firmly at the top; La disciplina di Penelope by Gianrico Carofiglio (Mondadori); Io sono Giorgia by Giorgia Meloni (Rizzoli); Insieme in cucina. Divertirsi in cucina con le ricette di «Fatto in casa da Benedetta» by Benedetta Rossi (Mondadori Electa). Additionally, Donatella Di Pietrantonio’s Borgo Sud, published by Einaudi in 2020, came second in the Strega in 2021.

Revenue in the Books area in first half 2021 amounted to € 168.9 million, up by 15.8% versus € 145.9 million in first half 2020.

The Trade segment gave a strong push to the result, with revenue of € 109.5 million, a significant increase versus both first half 2020 (+21.7%) and first half 2019 (+2.5%), unaffected by the pandemic.

During the period, revenue from the sale of e-books and audiobooks amounted to approximately 7.3% of total Trade revenue, with a catalogue of over 28,300 digital titles.

In first half 2021, revenue in the Educational segment amounted to € 55.8 million, up by 5.7% versus the same period of 2020: the positive sales performance of Rizzoli International Publications (+39.3%) and the increased turnover from school products (up by 3.9% versus 30 June 2020) allowed a recovery from the effects of the contraction of Electa’s revenue, caused by the closure during the pandemic of exhibitions and archaeological sites.

Adjusted EBITDA in the Books area came to € 19.8 million versus € 10.9 million in first half 2020, an improvement of € 8.9 million thanks to the positive trend in revenue, as well as to the relief received by Electa in the museum segment (approximately € 3 million, net already of certain provisions).
Profitability was up also versus first half 2019 (€ 16.2 million), making the performance of the Books area even more remarkable.

• RETAIL

Overall, in the first six months of the year the Retail area was able to benefit from the strong growth trend in the books market, although overall performance was negatively impacted by the government measures that caused severe restrictions on sales activities at least until mid-May.
As a result of the easing of restrictions, the physical market witnessed a recovery, and consequently Mondadori Retail saw its revenue grow: specifically, June also saw an increase versus June 2019 (approximately +3%), with a positive performance of the Book product of over 11%, despite a reduction in the network of stores versus June 2019.

At 30 June 2021, the Retail area recorded revenue of € 69.8 million, up by € 10.8 million (+18.3%) versus € 59 million in the same period of the prior year, driven by the positive performance of Book product sales (approximately +22% versus the same period of 2020).
Revenue in second quarter 2021 alone increased by approximately +30% versus second quarter 2020.

A breakdown of the various business segments of Mondadori Retail shows the following:

• directly-managed stores experienced a more modest growth (+12%) versus the prior year, affected by their location mainly in large populated areas, which are particularly exposed to both competition from online sales and the reduction in tourist flows;
• on the other hand, the franchised channel, composed mainly of proximity stores located in small towns, grew strongly by approximately 42%, boosted again by the excellent performance of the book product;
• the online channel posted revenue of € 7.3 million versus € 10.4 million in first half 2020, down due to the easing of restrictions on the operation of the physical market.

Adjusted EBITDA of Mondadori Retail amounted to € 0.4 million, a strong improvement versus € -2.8 million in the same period of 2020.
This improvement is the result of the company’s strong efficiency measures, the ongoing renewal and development of its network of physical stores, as well as careful cost management and a thorough review of the organization and processes.

• MEDIA

In the first five months of 2021, the core markets of the Media area showed, versus the same period of the prior year:

• a significant increase in advertising investments in the digital segment, amounting to +27.2%, versus -2.9%[6] on the magazine front;
• an 8.1% drop[7] in the magazine circulation market;
• a 22.1% decline[8] of add-ons bundled with

Against this backdrop, the Mondadori Group’s circulation market share stood at 23.7%, up slightly versus May of the prior year,1³ due to a slightly better performance than the core market.

In the first six months of 2021, the Media area of the Mondadori Group, which confirmed its position as Italy’s leading multimedia publisher, generated revenue of € 97.4 million, up by 1.7% versus € 95.8 million in the same period of the prior year. Specifically:

• advertising revenue reached € 28.8 million, up by approximately 28% overall (+16% excluding the contribution of the acquisition of Hej!).
  Considering the second quarter alone, the increase is over 50% versus the same period of 2020 (+41% on a like-for-like basis):
  – digital activities grew by 25.7% on a like-for-like basis while, including the contribution of the newly-acquired Hej!, the increase stands at approximately 48% versus the first half of the prior year. A point worth mentioning is that digital revenue now accounts for 63% of total advertising revenue (from 54% in first half 2020).
  – print advertising sales increased by approximately 5%.

• circulation revenue was down by 4%, with television titles and the CasaFacile brand performing better.
• revenue from add-on products fell by approximately 27%, but with a more moderate decline in the second quarter (-16.6%), a trend due primarily to the success of musical initiatives last year and the reduced availability of film releases on DVD.
• other revenue, which includes revenue from distribution activities, rose by 1%.

Adjusted EBITDA in the Media area amounted to € 4.5 million, up sharply versus the first six months of 2020 (€ 2 million), thanks in particular to the development of digital activities and the continued efforts to curb operating costs, which contributed to the increase in profitability of print activities: the overall EBITDA margin stood at 5%, improving versus 2% in first half 2020.

2021-2023 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 2021-2023 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 27 April 2021.
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 2021 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuer Regulation, available on the website www.gruppomondadori.it Governance section and on the storage mechanism www.1info.it to the contents of which reference should be made.

SIGNIFICANT EVENTS AFTER FIRST HALF 2021
On 12 July 2021, the Mondadori Group signed an agreement with De Agostini Editore S.p.A. – following the negotiations disclosed on 1 July – for the acquisition of 100% of De Agostini Scuola S.p.A., one of Italy’s top school textbook publishers.
The transaction is consistent with the strategy – repeatedly announced by Mondadori – of focusing on the core business of books, in which the Group boasts a longstanding leadership in Trade and is one of the top school textbook players.
The value of the transaction has been defined on the basis of an Enterprise Value of € 157.5 million, equal to 7.4 times the reported EBITDA recorded by De Agostini Scuola in 2020. The price will be defined on the basis of the average normalized net financial position over the 12 months before the closing date.
De Agostini Scuola posted in 2020 revenue of € 70.8 million, reported EBITDA of € 21.4 million, with a margin of 30%, and net profit of € 12.2 million. At 31 December 2020, the net financial position (net cash) stood at a positive € 20.8 million.
Completion of the transaction is subject to the authorizations of law from the competent Antitrust authority.

The results at 30 June 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, 29 July 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 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.
6. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999

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

[2] The comparison with 2020 is 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] The monetization of this investment generated a total gain (2019-2021) of € 1.1 million versus the original subscription value.

[4] GFK, June 2021 (figures in terms of market value)

[5] GFK, June 2021 (ranking in terms of cover value)

[6] Nielsen, May 2021

[7] Internal source: Press di, May 2021, in terms of value

[8] Internal source: Press di, May 2021, in terms of value

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

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 2020, presented by CEO Ernesto Mauri.

Highlights of first half 2020
The first half of 2020 was inevitably marked by the effects of the COVID-19 emergency.

Starting from the first ten days of March, in fact, the gradual and increasingly widespread application of restrictive measures has significantly curtailed most of the activities related to the businesses where the Group operates as a leader.

From 12 March up to the end of April, the government measures to contain the pandemic led to the closure of bookstores throughout Italy, with the resulting suspension of the activities related to the Group’s Retail business.

Parallel to that and over the same period, the Trade Books business had to tackle the shutdown of the physical channel for the marketing of its products and, consequently, could only rely on the online channel.

The emergency measures concurrently led to the closure of museum sites, archaeological parks and relating bookstores across all Italian regions, with the resulting interruption of the Group’s activities in managing services for museums and cultural heritage.

Lastly, the Media business[1] too recorded declines following closure of part of the newsstands in Italy and the reduction of advertising investments.

In order to tackle this situation, the Mondadori Group has set up and implemented a series of actions and measures aimed, first and foremost, at guaranteeing the safety of its people, enabling them, where possible, to perform their work remotely (smart working), and at alleviating the impacts of the measures adopted by the authorities, in order to safeguard the company’s operating and financial profile.

To this end, the Group has:

• taken steps to contain and cut operating costs also by renegotiating contracts and reviewing rates, with total savings estimated at € 13 million for the entire year;
• implemented actions to reduce the cost of personnel, estimated at approximately € 15 million for the entire year, by using outstanding holidays and resorting to social safety nets, as well as resolving to reduce the variable remuneration of the Group’s Management for 2020 and, lastly, suspending remuneration and hiring policies;
• placed particular emphasis on the Group’s working capital (with specific actions on customers and suppliers);
• implemented a policy of deferred payments in favour of the book chains, independent and franchised bookstores of the Retail Area, aimed at safeguarding the strength of the distribution channels and supporting the production chain in the Group’s area of operation.

For the different business activities:

• in the Trade Area, the editorial plans have been reshaped and rescheduled;
• in the Educational Area, school textbooks were affected only to a small extent, while actions have been taken to curb or eliminate the costs related to the stoppage and canceling of museum and archaeological park activities;
• in the Media Area, a different scheduling of magazines at newsstands and a strict policy has been adopted to reduce production costs;
• in the Retail Area, a plan has been implemented to streamline the units of the area and the points of sale.

Performance at 30 June 2020
Starting from May, with the lifting of lockdown restrictions, the Trade Books market has shown stronger and stronger signs of recovery with double-digit growth rates that marked the last six weeks of the half-year period and still in progress.

The recovery has propelled the growth of the Trade and Retail businesses, allowing them to partly regain the revenue lost in the March-April period.

As a result of the outlined context, the Group’s operating and financial profile at 30 June 2020 is as follows:

• consolidated revenue amounted to € 288.9 million, down by -24% versus € 380 million in the same period of 2019. Net of the changed scope of consolidation of the Media Area in 2019, the drop stands at -22.2% and is attributable mainly to the effects of COVID-19;

• IFRS 16 adjusted EBITDA amounted to € 11 million versus € 21.8 million in the prior year (down by approximately € 10.9 million versus the same period of 2019).

Also at the adjusted EBITDA level, the decline basically reflects the consequences of COVID-19 as well as the first positive effects of the countermeasures adopted by the Group.

The cost reduction measures for € 31.8 million have contained the impacts from the contraction in revenue and margins caused by the COVID-19 emergency;

• IFRS 16 EBITDA amounted to € 8.4 million versus € 20.6 million at 30 June 2019;

• IFRS 16 EBIT amounted to € -17.2 million, down by € -19.3 million versus 30 June 2019, due mainly to the trend of the abovementioned components and the write-down and start of the amortization process of a number of titles;

• The consolidated result before tax amounted to € -30.9 million versus € -1.6 million in first half 2019, due also to financial expense (€ 4 million), the adjustment of the investment in Reworld Media (€ -6.6 million) and the loss of the associates consolidated at equity (€ -3.4 million);

• The result from continuing operations amounted to € -25 million versus € -4.6 million at 30 June 2019 (€ -20.4 million). The decline was strongly affected by the above non-operating and extraordinary cost components, which total approximately € 22 million, only partly offset by tax income of approximately € 5.9 million recorded by the Group during the year;

• The Group’s net result amounted to € -25 million versus € -1.9 million in first half 2019 (which had also included € 2.7 million from discontinued operations);

• Net debt (before IFRS 16) amounted to € -130.1 million, improving strongly versus € -204.2 million at 30 June 2019 (€ +74.1 million), due also to the proceeds (€ 62.8 million) from the disposal completed in July 2019 of Mondadori France and the positive cash generation from ordinary operations in the last 12 months (€ 36.7 million net of discontinued operations), despite the highly deteriorated context.

The IFRS 16 Net Financial Position stood at € -219.5 million and includes the IFRS 16 impact of
€ -89.4 million.

At 30 June 2020, the number of employees in the context of the Mondadori Group’s continuing operations amounted to 1,928 units, down by approximately -9% versus 2,117 units at 30 June 2019, as a result of the disposal of a number of titles in the Media Area (in December 2019) and activities aimed at increasing the efficiency of the individual business areas.

Despite the significant stress put on the global economic system at this moment in time, the Group’s financial situation and medium-term prospects allow it to maintain a positive attitude towards business developments, even in an economic framework inevitably affected by the COVID-19 emergency.

Business outlook
To date, Group forecasts reflect, on the one hand, the encouraging signs coming from the market, particularly in the Group’s main business areas of operation and, on the other, do not include any effects from a fresh outbreak of the pandemic, such as new lockdown measures on a national scale.

Based on the current scenario, the Group estimates a drop in revenue by between 16% and 18% versus 2019, due also to the trend of the various businesses; a solid double-digit (adjusted) EBITDA margin (approximately 11%-12%) and positive cash generation, albeit down versus the past.

The trend of the Group’s financial debt at the end of the period will depend on the amount of restructuring costs that will be financed through the cash flow from ordinary operations, with an estimate of the Group’s net financial position in any case no higher than € -55.4 million at 31 December 2019.

Performance of business areas

• BOOKS

At the beginning of May, the gradual reopening of independent bookstores and book chains allowed the Trade Books market to make a strong recovery: in the last six weeks of the half-year period, book sales grew double-digit, reaching +13.5% in June alone versus the same period of the prior year.

This upswing allowed the market to mitigate and make up for the fall recorded in March (-29.2%) and April (-45.8%), bringing the overall contraction in terms of value at 30 June 2020 to -10.1%.

Against this backdrop, the Mondadori Group retained its leadership position with an overall market share of 24.8%[2] in Trade, outstripping the market performance by more than six percentage points in the last six weeks of the half-year period.

Revenue in the Books Area amounted to € 145.9 million at 30 June 2020, down by 20.6% versus € 183.8 million in first half 2019. Specifically:

In the Trade Area, revenue amounted to € 90 million, down by -15.8% versus € 106.8 million at 30 June 2019, due to the abovementioned COVID-19 effects.

To cope with the closure of the distribution channel, the Group has revised its publishing schedule, pushing back the launch of new works by some of the most prestigious and successful authors to the second half of the year.

E-books and audiobooks (9% of total publishing revenue) bucked the trend versus physical books, with revenue up sharply during the lockdown period (+37%) versus the prior year.

Listening hours of the audiobook catalogue jumped by over 75% versus 2019, while downloads of e-books increased by 45%.

Revenue in the Educational Area amounted to € 52.8 million, down by -27.1% versus € 72.4 million in the same period of 2019.

School textbooks suffered a low impact from the pandemic, given the typical seasonal performance of the business that sees sales squeezed in the second half of the year following the adoption campaign.

The decrease in revenue in the Educational Area is attributable mainly to the closure of museums and archaeological sites under concession due to the health emergency, which prevented the museum business from achieving the expected results.

IFRS 16 adjusted EBITDA in the Books Area amounted to € 10.9 million versus € 16.2 million in 2019, a deterioration attributable to the negative trend in revenue, only partly mitigated by the cost containment actions implemented by Management.

IFRS 16 EBIT amounted to € 3.9 million versus € 9.7 million in 2019.

• RETAIL

As mentioned, in the first six months of 2020 the Trade Books market (which accounts for over 80% of Retail revenue^[3]) fell sharply versus the same period of the prior year (-10.1%^[4]) as a result of the COVID-19 emergency.

The gradual reopening of bookstores has allowed the market to rebound strongly, with an increase in June alone of +13.5%.

Revenue in the Retail Area in the first six months of the year amounted to € 59 million, down by 27.5% versus € 81.4 million in the same period of the prior year, due to the government measures to tackle COVID-19.

The market share stood at 10.9% in the first half of the year, as the Group’s performance was hindered by the fact of being able to operate only through its online channel during the lockdown period.

In June, the Group followed the same strong trend of the market: revenue in the Area, versus the same month of the prior year, dropped by only -4.1%, and the market share – in the month – stood at 12.1%, thanks, in particular, to the positive performance of the franchised stores.

Mention should particularly be made of the performance of the online channel, whose sales in the first 6 months grew by +71.6% versus first half 2019, and by as much as approximately 190% during the lockdown period.

IFRS 16 adjusted EBITDA amounted to € -2.8 million versus € -0.6 million in the same period of 2019.

Despite the drastic drop in revenue, the impact in terms of EBITDA was contained thanks to careful cost management and a deep organizational and process revision, involving both the central units and the points of sale, carried out in the second half of 2019 and continued even during the harshest period of COVID-19.

Excluding the lockdown months, Mondadori Retail improved margins both in the first two months of the year (€ +0.3 million versus the same period of the prior year) and in June alone (€ +0.7 million versus the same period of the prior year).

IFRS 16 EBIT amounted to € -8.2 million (versus € -6 million in first quarter 2019).

• MEDIA

The May surveys show that the advertising market was heavily impacted by COVID-19, with declines reported across all channels, including digital down by -17.2% and magazines by -41.5%[5].

In terms of circulation, the Italian magazines market fell by 11.3% during the period[6].

Against this backdrop, the Mondadori Group retained its position as market leader with a share in terms of value of 23.7%[7] and as the leading multimedia publisher in Italy on the web, with a reach of 84% (approximately 33 million unique users in May)[8], and in social media with an aggregate fan base of 33.5 million spread across 100 social profiles[9].

At 30 June 2020, revenue in the Media Area amounted to € 95.8 million (-26.8% versus € 130.9 million in 2019). Net of the disposal of a number of titles, the decrease came to -21.5%.

Specifically:

• circulation revenue fell by approximately -23%, a performance affected by both the COVID-19 impact and the disposal of a number of titles in 2019; net of these discontinuities, the decline is estimated at approximately -9%.
• advertising revenue, of which the digital component accounts for over 50%, was down by approximately -42% overall.

This is the class of revenue most affected by COVID-19 and the lockdown, which led to the cancellation of such a significant event as the Salone del Mobile, and a decrease in proximity marketing solutions (AdKaora). On a like-for-like basis and net of COVID-19 impacts, the change in advertising revenue would be approximately -4, -5%.

• other revenue, which includes distribution activities, fell by -9.6% versus the prior year, reflecting both the performance of the circulation market and the drop in royalties generated by the international editions of Grazia.

Adjusted EBITDA stood at € 2 million, down by approximately € -5 million only versus first half 2019, as the marked slippage in revenue was offset by effective measures to contain operating costs.

IFRS 16 EBIT, which reflects the write-down and the start of the amortization process of a number of titles (for a total value of € 7.3 million), amounted to € -7.9 million versus € 3.7 million in first half 2019.

The documentation relating to the presentation of the results at 30 June 2020, is made available through the authorized storage mechanism 1Info (www.1info.it) and in the Investors section of the Company website www.gruppomondadori.it.

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):

• Consolidated balance sheet
• Consolidated income statement
• Consolidated income statement – II quarter
• Group cash flow
• Glossary of terms and alternative performance measures used

[1] As from 1 January 2020, the activities referring to Mondadori Group magazines and websites, as well as the investments in the Magazines Italy Area, were transferred to the wholly-owned subsidiary Mondadori Media S.p.A.

[2] GFK (in terms of value at June)

^[3] Product revenue excluding Club revenue

^[4] GFK (in terms of value at June)

[5] Nielsen, cumulative figures at May 2020

[6] Internal source: Press-di, figures at May 2020 (newsstands + subscriptions channel) in terms of value

[7] Internal source: Press-di, figures at May 2020 (newsstands + subscriptions channel) in terms of value

[8] Comscore (May 2020)

[9] Shareablee (June 2020)