2020

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2020 and reviewed the 2020 consolidated financial statements of the Mondadori Group.

As already disclosed last 18 March, the Group’s net profit, net of minority interests, came to € 4.5 million, reflecting an impairment of € 26.5 million, versus a profit of € 28.2 million in 2019 (which included € -2.6 million from the discontinued operations of Mondadori France).

The Shareholders’ Meeting, in accordance with the proposal of the Board of Directors, resolved to allocate the net profit for the year of Arnoldo Mondadori Editore S.p.A. at 31 December 2020 (€ 4,502,600.02) entirely to the extraordinary reserve, the legal reserve having already reached the statutory minimum amount, equal to one fifth of the share capital.

APPOINTMENT OF THE BOARD OF DIRECTORS AND OF THE NEW CHIEF EXECUTIVE OFFICER ANTONIO PORRO

The Meeting appointed the new Board of Directors; the 12 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2023.

The Board was elected based on the lists submitted by the shareholder Fininvest S.p.A., holder of no. 139,355,950 shares, equal to 53.299% of the share capital and 69.853% of the voting rights, and by a grouping of shareholders formed of asset management companies and institutional investors holding a total of no. 9,856,881 shares, equal to 3.769% of the share capital.

The members of the new Board of Directors are:

• Marina Berlusconi (Chairman), Antonio Porro, Pier Silvio Berlusconi, Alessandro Franzosi, Elena Biffi, Danilo Pellegrino, Francesco Currò, Angelo Renoldi, Cristina Rossello, Paola Elisabetta Galbiati, Valentina Casella (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Alceo Rapagna (drawn the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 80.202% of the votes cast at the Meeting.

The composition of the Board of Directors complies with the provisions on gender equality set out in Article 147-ter, paragraph 1-ter of the TUF.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., which met after the Shareholders’ Meeting, chaired by Marina Berlusconi, appointed Antonio Porro as the new Chief Executive Officer, granting him the relating management powers.

As announced on 10 November, the appointment of Antonio Porro, in addition to being in accordance with the outcome of the succession plan adopted by the Board of Directors, is consistent with the Group’s strategies aimed at a gradual focus on the core business of Books.

The Board of Directors then assessed the meeting of the independence requirements, pursuant to Article 148, paragraph three of the TUF and the Corporate Governance Code, for Directors Elena Biffi, Paola Elisabetta Galbiati, Valentina Casella, Alceo Rapagna and Angelo Renoldi.

In making its assessments, the Board referred – taking account, among other things, of the provisions of Article 2, recommendation 7 of the Corporate Governance Code – also to the “Policy concerning the criteria for assessing the independence requirements of directors”, already adopted by Mondadori, which governs the criteria for the significance of commercial, financial or professional relationships or additional remuneration that may compromise the independence requirement.

With regard to Director Angelo Renoldi, the Board – given his high professional profile and the fact that he complies with all additional independence requirements set out in the Corporate Governance Code – resolved – in accordance with the established substance-over-form rule in assessments related to said Code – to disapply, on an individual basis, the criterion set out in recommendation 7, letter e) of the Code concerning the position held as director for more than nine financial years over the last twelve.

The Board of Directors also appointed the members of the following committees in compliance with the principles established by the Corporate Governance Code:

• Control, Risk and Sustainability Committee: Angelo Renoldi as Chairman (independent); Alceo Rapagna (independent); Cristina Rossello;
• Remuneration and Appointments Committee: Angelo Renoldi as Chairman (independent); Elena Biffi (independent); Cristina Rossello;
• Related Party Committee: Elena Biffi as Chairperson (independent); Angelo Renoldi (independent); Paola Elisabetta Galbiati (independent).

The Board also appointed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2023:

• Valentina Casella as Lead Independent Director;
• Alessandro Franzosi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi since the Chairman, while not having any specific management powers, partakes, together with the Chief Executive Officer, in the drafting of corporate strategies to be submitted to the approval of the Board of Directors, Antonio Porro (Chief Executive Officer) and Alessandro Franzosi, who qualifies as an Executive Director given his directorships in the Company associated with his role as Administration, Finance and Control Manager.

The CVs of the members of the new Board of Directors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

Based on the information available to the Company, to date, the Directors who hold interests in the share capital of Arnoldo Mondadori Editore S.p.A. are:

• Pier Silvio Berlusconi no. 172,000 shares;
• Alessandro Franzosi no. 20,000 shares;
• Antonio Porro no. 120,610 shares.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS
The Shareholders’ Meeting also appointed the Board of Statutory Auditors, composed as follows:

• Sara Fornasiero as Chairperson (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors);
• Ezio Maria Simonelli and Flavia Daunia Minutillo as Standing Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Emilio Gatto and Annalisa Firmani, as Substitute Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Mario Civetta, as Substitute Auditor (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 80.202% of the votes cast at the Meeting.

The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in Article 148, paragraph 1-bis of the TUF.

The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

Based on the information available to the Company, to date, no member of the Board of Statutory Auditors holds any interest in the share capital of Arnoldo Mondadori Editore S.p.A.

The Board, based on the declarations made by the Chairperson of the Board of Statutory Auditors, Sara Fornasiero, as well as the Standing Auditors Ezio Maria Simonelli and Flavia Daunia Minutillo and the information available to the company, confirmed the meeting of the independence requirements set out in Article 148, paragraph 3 of the TUF and in the Corporate Governance Code of the members of the Board of Statutory Auditors.

The Shareholders’ Meeting resolved on the following additional items on the agenda:

Report on remuneration policy and compensation paid
The Shareholders’ Meeting approved Section One of the Report on remuneration policy and compensation paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares
Following expiry of the term relating to the previous authorization resolved on 22 April 2020, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional buyback plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,838,326 treasury shares, equal to 0.703% of the share capital.

Here below is the information provided, also with regard to the provisions of Article 132 of Legislative Decree 58/1998 and to the provisions of Article 144-bis of Issuer Regulation no. 11971/1999, on the authorization issued by the Shareholders’ Meeting.

Motivations
The motivations underlying the request for the authorization to purchase and dispose of treasury shares refer to the opportunity to attribute to the Board of Directors the power:

• to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company’s investment policy;
• to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• to rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation of shares to employees or members of the governing or supervisory bodies of the Issuer or of an associate or to Shareholders.

Duration
The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2021, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

Maximum number of purchasable treasury shares
The authorization allows the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, in one or more tranches in an amount freely determinable by the Board of Directors – up to a maximum number of shares – also taking into account the ordinary shares held, directly and indirectly, in the portfolio from time to time – of no more than 10% overall of the share capital, in accordance with Article 2357, paragraph 3, of the Italian Civil Code.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
The purchases would be made in compliance with the principle of equal treatment of shareholders under Article 132 of the TUF, in accordance with any of the procedures set out in Article 144-bis of the Issuer Regulation, to be identified from time to time, and any other applicable regulations, as well as, where applicable, the market practices allowed from time to time in force.
Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.

As far as disposal transactions are concerned, the authorization would allow the adoption of any appropriate method to fulfill the purposes pursued – including the use of treasury shares to service stock incentive plans and/or the transfer of real and/or personal rights and/or stock lending – to be carried out either directly or through intermediaries, in compliance with the relevant laws and regulations in force.

Without prejudice to the fact that purchases of treasury shares would be made in accordance with the time limits, conditions and requirements established by the applicable Community legislation and by the Admitted Market Practices, the minimum and maximum purchase price would be determined for a unit price not lower than the official Stock Exchange price of Arnoldo Mondadori Editore S.p.A. shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
However, in terms of purchase prices, the additional conditions set forth in Article 3 of the above EU Delegated Regulation 2016/1052 would apply.

With regard to the provisions of Article 2357, paragraph 1, of the Italian Civil Code, purchases would in any case be made within the limits of the available “extraordinary reserve” as shown in the last duly approved financial statements.

In any case, purchases would be made, in terms of definition of volumes and unit prices, in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052, and in particular:

• no shares shall 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, no more than 25% of the average daily trading volume of Arnoldo Mondadori Editore S.p.A. shares shall be purchased in the 20 trading days prior to the dates of purchase.

Purchases instrumental in the support to market liquidity shall also be made in accordance with the conditions provided by the admitted market practices.

2021-2023 Performance Share Plan
The Shareholders’ Meeting held today approved, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, the establishment of a Performance Share Plan for the three-year period 2021-2023 intended for the newly-appointed Chief Executive Officer, the CFO – Executive Director and a number of managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares, in accordance with the conditions previously disclosed to the market on 18 March 2021, pursuant to Article 84-bis, paragraph 1 of Issuer Regulation 11971/1999.

For details on the 2021-2023 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, pursuant to CONSOB Regulation no. 11971/1999, and to the Explanatory Report, published on the Company’s website www.gruppomondadori.it “Governance/Shareholders’ Meeting” section.

The minutes of today’s Shareholders’ Meeting will be made publicly available in the manner and within the time limits of law.

Happy Holidays from #NoiDellaMondadori.

On the occasion of these holidays, Mondadori Group supports Pane quotidiano, an association that since 1898 has been working alongside the neediest people, providing basic food supplies: every day, free of charge, to those in poverty and vulnerability, without discrimination of any kind.

Arnoldo Mondadori Editore S.p.A. hereby announces that the information document relating to a transaction of greater importance (which qualifies for the exemption from the application of the procedure for related-party transactions) between Arnoldo Mondadori Editore S.p.A. and Mondadori Media S.p.A., regarding a capital contribution, has been made publicly available at the Company’s registered office, on the Company website www.gruppomondadori.it (Governance section) and on the authorized storage mechanism (www.1info.it).

The information document has been prepared pursuant to Article 5 and in compliance with the format referred to in Annex 4 of the Regulation adopted by CONSOB with Resolution no. 17221 of 12 March 2010, as subsequently amended.

Great success for the #CucinaEdonaConGiallo, the first social media charity challenge organised by GialloZafferano, the food media brand that is a point of reference for Italians in the kitchen, with more than 18 million unique users and 12 million fans, in support of the Fondazione Progetto Arca charity. 

A five-hour Christmas culinary marathon that involved ten exceptional guests: in fact the the site’s three faces  – Manuel, Aurora and Giovanni – live on social media from the kitchens of GialloZafferano, were joined on videolink by Francesca Barra, Saturnino, the comic duo Matricomio, Franz from Ale e Franz, the starred chefs Alessandro Negrini and Fabio Pisani from Aimo e Nadia, Viviana Varese from Viva, the blogger Ester Marra, the TikToker Aurora Cavallo, alias CookerGirl, in a special recipe-based contest. 

The event also involved users who were invited to post their creations inspired by the dishes presented during the live show, and in this way also contributing to the donation of basic foods to support families in need.  

Thanks to this charitable marathon, tomorrow will see the donation of 5,000 litres of Candia milk and almost a ton of Grana Padano cheese, which will be added to the food parcels that the Progetto Arca Onlus will distribute though its structure to 1,500 families across the country.

Once again GialloZafferano is close to its readers, users and their families by actively helping those in need in a cooking together initiative, for and with their loved ones. Thanks to the participation of its community. The live social media event reached an overall total of more than 2 million users on the Facebook, Instagram and YouTube profiles of GialloZafferano. 

Books offer experience, enjoyment, reflection: essential goods that the Mondadori Store bookshops continue to provide to people around the country at more than 550 shops open across the entire county, while also ensuring maximum protection of the heath of customers and staff.

In this period, Italy’s most extensive bookshop network is inviting readers to spend some free time in a bookshop to bring forward the tradition moment of buy books as Christmas gifts with a campaign entitled, “Regala una storia, emoziona chi ami” (“Give the gift of a story, and move someone you love”). An initiative which, in line with the appeal made by AIE – Associazione Italiana Editori (the Italian Publishers’ Association) and ALI – Associazione Librai Italiani (the Italian Association of Booksellers), underlines the importance of avoiding queues and crowds in store and reduce waiting times in the lead up to Christmas, and promoting the book as the perfect Christmas gift.

The entire Mondadoristore.it offer, with over 1 million titles in the catalogue, as well as music, films, toys, stationery and eReaders, is always available through free multichannel services, along with home delivery: Pick Up Point, to comfortably collect in store products bought online; Prenota e ritira, with which you can order online and collect and pay in the store or at one of the 11,00 post offices around the country, and Invia a casa, to have a product ordered in store deliver straight to you home.  Customers can also take advantage of the new Satispay service, which is already active at more than 150 Mondadori Stores, to safely and securely pay using just your smartphone.

Plus, for the sixth year in a row, Cesvi volonteers will be at participating Mondadori Stores in all of the main Italian cities and towns to gift-wrap customers’ purchases. A successful partnership in support of the Cesvi initiative for the prevention and fight against the maltreatment of children in the cities of Bergamo, Bari and Naples. With a small donation, customers can make a contribution to this important project.

Mondadori Store digital events will also continue with leading players from the world of arts and entertainment who will meet the public in exclusive online events: The Zen Circus on 20 November; Fabrizio Moro in 25 November; and Simon & The Stars on 3 December.

The Mondadori Store Christmas communication campaign, developed by the Canali&C. agency, will be on air on radio, in store, with posters and videowall at points of sale, and online with newsletters, on the  Mondadoristore.it website and the networks social media profiles.

Icon, the Mondadori Group’s male fashion and lifestyle magazine is on newsstands from tomorrow with a collectors’ issue dedicated to sport, with Claudio Marchisio, former champion of the Italian national team, for the first time in the extraordinary role of guest editor.

Together with the editorial team led by editor Andrea Tenerani and editor-at-large Federico Sarica, Marchisio has created a special issue of Icon to celebrate the symbolic values of the world of sport, that remain relevant even in these difficult days: commitment, sharing, belonging, and excitement.

This is illustrated by the exclusive stories of the talented protagonists featured on the cover, authentic contemporary icons, alongside Claudio Marchisio, the footballers Matthijs de Ligt and Pierluigi Gollini.

At the heart of the issue, sport, ranging across the pages of the magazine, from interviews with great champions, to fashion, beauty and lifestyle features, and all related to the passions of today’s man, lifestyles and trends through the global approach that characterises the brand’s successful formula.

“In these difficult times, I often find myself retracing the happy moments of my life,” Claudio Marchisio begins in the letter to the Icon community that opens the new issue. “All these memories are always accompanied by a common, perhaps even banal, gesture, but one which we certainly take too much for granted: a hug. Strangely, looking back on one of my goals, I never remember the moment when the ball crossed the goal line, but I always remember the embrace of my teammates. I hope that my wife won’t read this, but even of my marriage I don’t remember the moment when we said: “I do”, but I remember very well the beauty of our embrace immediately after.” Now a commentator on the matches of the Italian national team, the new Marchisio talks about his plans for the future in a conversation with Icon: “I have always lived with the motto of my favourite team, which is Juventus obviously, in my head: ‘Winning is all that matters.’” But often victory lies in the path you take to get there. Unexpected things that happen to you, how you train, how you change and mature as you pursue your goals. Whether you reach them or not. In life, for me, this is what winning means.”

Matthijs de Ligt, who appears exclusively on the cover of this month’s Icon, is set to become one of the greats of his sport: at 18 he was already captain of a legendary club like Ajax, at 21 he is consistently one of the best in the world in his role, a staple of the Juventus team after just a year in Turin. “I think the Ajax style can be summed up in two words: courage and discipline. There they expect you to learn to play the ball, without fear, that you learn to prove who you really are, as a player and as a man. And you always work for that. It’s something that stays with you, a mentality that is also helping me a lot at Juventus. Juve will only call you if you are good enough and really deserve it. We young players who have recently arrived, understand this. Obviously, we are here to grow and become like our teammates with more experience: we all want to be the next Chiellini, Bonucci or Buffon. In the end, what we do is work hard every day and push each other to improve. This is the beauty of having a young but aware group of players. We are trying to get to know each other better, even off the pitch: we want to grow together and together raise the level, both individually and as a team.”

At 25, Pierluigi Gollini, who features on the third cover of November’s Icon, has become one of the best goalkeepers in Italy: he has already won his place in the national team and with Atalanta, which is looking to qualify, for the second year in a row, for the Champions League. “We feel the responsibility of being the pride of Bergamo: there is so much warmth here, I really like the city and the spirit of the people. When we are around, we notice the great enthusiasm that surrounds us:” Gollini not afraid to be open about his passions, from rap to fashion and video games, which he often talks about on his social profiles. “I’m not afraid of being judged, indeed, it would be nice if I could be a spur for cultural change.” This awareness comes from the years he spent at Manchester United’s Youth Academy, where he went at the age of 16. “In England I found much more openness than in Italy. There the players make music, or are designers, it’s another world. My goal now is to start a record label,” continues Gollini, the first Italian footballer to have recorded a rap song, and for whom music is more than a passion, “to push some guy from out of nowhere. For now, I am working on some things, there is a project for a new song with my rapper friend,” he reveals in the interview in the issue of Icon on newsstands.

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 2020 presented by CEO Ernesto Mauri.

HIGHLIGHTS
The year 2020 was inevitably marked by the effects of the health emergency brought by the spread of COVID-19.
In the first half of the year, in fact, the gradual and increasingly widespread application from March of restrictive measures to social and economic activities significantly curtailed most of the activities related to the businesses where the Mondadori Group operates as a leader.

In order to address this situation, the Group has implemented a series of actions aimed at ensuring working conditions in total safety for its employees, encouraging smart working, allowing the continuation of activities and the containment of operating costs, with the aim of offsetting the operating and financial impact from the measures adopted by the authorities.
Against this backdrop, the book market has shown solid resilience and a strong recovery:

• in the Trade segment, following the gradual reopening of bookstores in May, the segment has witnessed a steady recovery, growing by 8.4%[1] in the third quarter versus the same period of 2019, reducing the loss to -3.8%[2] versus the prior year.
• as far as school textbooks are concerned, the segment managed to come out almost unharmed from the lockdown, since the period in which the restrictive measures were in force was concurrent to the promotional phase of the texts to be adopted and subsequently marketed during the summer period.

PERFORMANCE IN THIRD QUARTER 2020
In light of the outlined context, the Group’s operating and financial profile in the third quarter of the year is as follows:

• revenue amounted to € 253 million, down by 9.3% versus € 279 million in the same period of 2019 (-7.9% on a like-for-like basis), recovering strongly versus the first half of the year, despite the failed restart of the activities that gravitate around the management of museums, exhibitions and cultural assets.
  Specifically:
  – revenue in the Books Area was down by 7%, but recovering sharply from the -21% drop in first half 2020, as the recovery in the Trade segment, whose revenue grew by 13% in the third quarter, and the positive performance of the adoption campaign for school textbooks only partly offset the negative trend in museum activities;
  – revenue in the Retail Area decreased by approximately 5%, improving however from -27.5% in the first half of the year, a period impacted by the closure of bookstores for roughly two months, thanks to the recovery recorded by the book market from May.
  – revenue in the Media Area posted a 20% loss (approximately -14% on a like-for-like basis in terms of titles), with digital activities in particular on the rise, up on a like-for-like basis by approximately 7% during the quarter.

• adjusted EBITDA (including the IFRS 16 effect), amounting to € 60 million versus € 61.6 million in the prior year, was basically steady, thanks to the targeted measures to support activities and contain costs implemented by the Group across all the business areas.
  Mention should be made in this regard of the strong improvement in margins in the third quarter under review, which rose to 23.7%.
  More specifically:
  – the Books Area posted a result in the period that was € 5.8 million lower than the same quarter of the prior year, due largely to the difficulties reported by the museum business;
  – the Retail Area, on the other hand, saw its performance increase by € 0.8 million versus third quarter 2019, thanks to the cost saving plan and the rationalization of the store and product portfolio;
  – the Media Area equally recorded a significant improvement in margins (from € -1.4 million to € +2.1 million), thanks to the careful cost containment policy.

• the Group’s Net Result ended with a positive € 43 million, up by 72.2% versus € 25 million in the prior year, due partly to the write-back of Reworld Media shares held (€ 7.5 million) and the tax contribution from a tax receivable relating to the use of the “Patent box” (€ 5.5 million).

Cash flow from ordinary operations in the context of continuing operations over the last 12 months amounted to € 40.8 million versus € 36.7 million at 30 June, confirming the Group’s quick response and the ability of the business to steadily generate cash, even in a highly deteriorated context;

Net debt (no IFRS 16) stood at € -82.3 million at 30 September 2020, improving sharply versus € -110.4 million in the same period of 2019 (€ +28.1 million). Including the effects of the application of IFRS 16, net debt stands at € -170.4 million.

The gradual recovery of the business and the financial situation at the end of the third quarter, together with the Group’s medium-term outlook, provide reasons to maintain a positive attitude towards future developments, albeit in an economic scenario that is marked by the health emergency, and to be confident in the Group’s ability to continue to strengthen its capital and financial position.

CONSOLIDATED RESULTS AT 30.09.2020
In first nine months 2020, the Group’s consolidated revenue amounted to € 541.9 million, down by 17.8% versus € 658.9 million in the prior year (net of the changed scope of consolidation of the Media Area from the disposal of the five titles, the decrease would be approximately -16%, due basically to the effects of COVID-19).

Adjusted EBITDA in the period amounted to € 71 million, down by € 12.4 million versus first nine months 2019 (€ 83.4 million); this positive performance, the result of a trend in the third quarter basically in line with the prior year, reflects the significant effects of the quick response and countermeasures taken by the Group to tackle the consequences of COVID-19, which curbed the drop in revenue and reduced operating costs by approximately € 45 million.
Special mention should be made of profitability, equal to 13.1%, higher than the prior year and proof of the effectiveness of the operational efforts made by the Group.

EBITDA amounted to € 65.1 million versus € 78.4 million in the prior year, in line with the mentioned dynamics.

EBIT at 30 September 2020 amounted to € 28.9 million, down by € 21.2 million versus 30 September 2019, due mainly to the trend of the abovementioned components and to the extraordinary write-down and amortization of a number of titles for a total of € 7.8 million.

Consolidated profit before tax amounted to € 19.6 million versus € 41.5 million in first nine months 2019.

The Group’s net profit, after minority interests, came to € 18 million versus € 23.1 million in first nine months 2019 (which also included € 1.1 million from the discontinued operations of Mondadori France), a sharp upswing versus the first half of the year.

 Group employees at 30 September 2020 amounted to 1,913 units, down by approximately 9% versus 2,092 units at 30 September 2019.

BUSINESS OUTLOOK
The positive performance recorded in the third quarter by all the Group’s businesses, despite the caution inevitably brought by the scenario of uncertainty arising from the pandemic and the potential impact on the Christmas season, increases confidence on exceeding the targets set by the Group when it had approved the half-year results.

Revenue and EBITDA
With revenue confirmed to fall as expected between 16% and 18% in the year in progress versus 2019 – current estimates on adjusted EBITDA show margins in the upper part of the previously forecast range, therefore equal to 12%, the result of the following trends that are expected to mark the business units:

• Trade Books: market on the upswing and profitability holding ground;
• School Textbooks: steady market and profitability basically steady;
• Museums: the business model and the cost-cutting measures aim at a substantial operating breakeven, despite the drastic drop in revenue;
• Retail: book market and physical channels on the upswing; the deep organizational and process review and the rationalization strategy on the portfolio of stores are expected to help profitability recover;
• Media: digital advertising market on the upswing and a positive, albeit declining, profitability.

Cash Flow and Net Financial Position
Additionally, with regard to the Group’s financial debt, one can reasonably expect the positive cash generation of the business to continue over the final months of the current year which, together with a lower estimate of restructuring requirements, will allow the Group to significantly reduce the net financial position at end 2020 versus the prior year.

PERFORMANCE OF BUSINESS AREAS

• BOOKS

In the third quarter, the strong growth recorded by the Trade books market (+8.4% versus the same period of the prior year) produced a strong recovery, which reduced the overall decline to 3.8% at 30 September 2020 versus the prior year.

In the first nine months of the year, the Group placed 3 titles in the top ten bestsellers in terms of value^[3], retaining its leadership with a 24.6% market share.
Subsequently, the Group strengthened the relevance of its publishing plan with the publication in September and October of titles by a number of bestselling authors, including the new novel by Ken Follett, ranking first in the top twenty bestsellers[4], where the Group holds seven positions.

In first nine months 2020, revenue in the Books Area amounted to € 316.1 million versus € 366 million in the same period of the prior year (-13.6%).
Specifically:

• revenue in the Trade Books segment totaled € 144.1 million, down by -6.8% versus € 154.6 million in 2019, due to the effects of the COVID-19 health emergency. Mention should be made of the 13% increase in the third quarter versus the same period of 2019, confirming the post lockdown recovery, due partly to the shift in the launch of a number of new titles following the reprogramming and revision of the publishing plan.
  Revenue from e‐book and audiobook sales (approximately 8.6% of total publishing revenue) was up sharply in the lockdown period, closing the first nine months with a 29% increase versus the prior year, bucking the trend of sales of physical books.

• revenue in the Educational Books segment, amounting to € 167.4 million, was down by 18.6% versus € 205.7 million recorded in the same period of 2019, on a like-for-like basis net of the transfer of Electa’s trade books BU to Mondadori Libri S.p.A. in December 2019. The drop is attributable mainly to the museum segment, which had its operations severely impacted by the closure of sites and exhibitions owing to the measures to contain the pandemic, and by the virtual collapse of tourist travel also throughout the summer season.
  In the school textbooks segment, mostly unscathed by the effects of the pandemic, the Mondadori Group’s publishing houses achieved a market share of 22.1%, up versus the prior year, confirming the positive results of the adoption campaign in 2020.

In first nine months 2020, adjusted EBITDA of the Books Area amounted to € 67.5 million versus € 78.6 million in 2019, down due mainly to the above negative trend in revenue from the museum activities.

EBIT amounted to € 55.8 million versus € 68.5 million in nine months 2019.

• RETAIL

As mentioned, the Book market (over 80% of revenue^[5] in the Retail Area) recorded a minor fall in the first nine months (-3.8%^[6]) versus the same period of the prior year, due to the urgent measures that led to the closure of physical bookstores throughout the country from 12 March 2020 until the beginning of May.
The months following the reopening were particularly vibrant for the book market, which grew by 9.6% in the period from June to September.
Against this backdrop, Mondadori Retail’s market share stood at 11.7%.

In the first nine months, revenue in the Retail Area amounted to € 102 million versus € 126.6 million in the same period of the prior year (-19.4%), due to the abovementioned anti-COVID-19 measures.
In the third quarter, Mondadori Retail recorded an excellent performance: the decline in revenue versus the same period of the prior year amounted to -4.8% (-27.5% in first half), driven by the strong recovery in book sales, which were basically equal to the same period of 2019 (-0.6%).

In terms of sales channel performance, the third quarter saw strong results come from franchised bookstores and an improvement in the figures of directly-managed stores.
The online channel (15% of total revenue in the area) continued to grow, up by +48.8% at 30 September 2020.

Despite the steep drop in revenue, Mondadori Retail in the first nine months managed to curb the reduction in IFRS 16 adjusted EBITDA, which amounted to € -0.5 million versus € +0.8 million in the same period of 2019.
A result achieved thanks to careful cost management and a deep organizational and process revision carried out in the second half of 2019 and continued even during the harshest period of the health emergency.
With the exception of the lockdown months, Mondadori Retail showed a steady improvement in profitability throughout the year: in the months before lockdown, adjusted EBITDA was € 0.3 million higher than in the same period of 2019, while in the following months (June-September) the improvement amounted to € 1.6 million.
In the third quarter in particular, adjusted EBITDA increased by € 0.9 million versus the prior year to € 2.3 million.

IFRS 16 EBIT amounted to € -9.4 million (versus € -7.3 million at 30 September 2019).

• MEDIA

In the August surveys, the advertising market recorded an overall drop of -22%, suffering heavily in all channels from the negative effects of the health emergency: magazines lost -40.1% and digital -9.2%[7]. The digital channel alone recorded a remarkable turnaround in July and August, up by approximately 24% versus the same two-month period of 2019;

In terms of circulation, the Italian magazine market fell by -12.8%. In this context, the Mondadori Group’s market share stood at 24%[8].

At 30 September 2020, revenue in the Media Area amounted to € 144.1 million versus € 191.2 million in 2019 (-24.7%); net of the disposal in December 2019 of the five titles, the drop would be -19.1%.
In the third quarter alone, the drop in revenue was -19.9% (-14% on a like-for-like basis), with digital activities on a strong upswing, up on a like-for-like basis by approximately 7% in the quarter.

Specifically, in first nine months 2020:

• circulation revenue was down by -25%, due to both the disposal of the five titles and the COVID-19 impact (-15% net of discontinuity);
• revenue from add-on products fell by approximately -22% versus 2019, due partly to a different scheduling of planned releases (-20% net of the disposal of the five titles);
• advertising revenue fell by a total of approximately -37%; this is the form of revenue most affected by the ongoing health emergency, which has, among other things, led to the cancellation of an important event such as the Salone del Mobile and a reduction in proximity marketing solutions (AdKaora); net of the discontinuity of the scope, the fall would be -32%.
  In the third quarter alone, against the persisting decline in sales linked to print media, revenue from digital advertising sales grew by over 7%, with this component now making for 56% of total advertising revenue. 

  In terms of digital activities, mention should be made that in the period under review, the Mondadori Group retained its position as the leading multimedia publisher in Italy, on the web with an 81% reach (32.4 million unique users in August)[9] and in social media with an aggregate fan base of 34.5 million spread across 105 social profiles[10].

Adjusted EBITDA in the Media Area amounted to € 3.2 million, down by approximately € 2 million versus first nine months 2019 (€ 5.5 million).
The sharp drop in revenue was alleviated by the effective measures to contain operating costs, which curbed their negative impact on profitability.
In third quarter alone, Mondadori Media recorded adjusted EBITDA of € +1.2 million, improving significantly versus the result in the same period of 2019 (€ -1.4 million) thanks to the positive trend of digital advertising, the partial recovery of add-on sales, and the abovementioned cost containment measures.

EBIT amounted to € -9.5 million versus € -1.4 million, due mainly to the trend of the abovementioned components and to the extraordinary write-down and amortization of a number of titles for a total of € 7.8 million.

*

Additionally, the Board of Directors took note with regret of Ernesto Mauri’s decision to end his experience as CEO of the Mondadori Group by completing his term with the natural expiry of the company’s governing bodies and the approval of the financial statements scheduled in April 2021.

Mr. Mauri provided the reasons for his decision by explaining to the Board that he believes he has fulfilled the strong path of strategic re-launch and repositioning, marked by the financial recovery and solid results achieved, laying the foundations for the current Management – in total continuity – to push the Mondadori Group into a new phase of development.

In line with the strategic transformation that the Company has undergone in recent years, which has witnessed a gradual focus on its core business – Books – the Board of Directors, on the proposal of Chairman Marina Berlusconi, resolved to appoint Antonio Porro, current CEO of Mondadori Libri, as the future CEO of the Mondadori Group.
Mr. Porro’s nomination, in accordance with the outcome of the succession plan adopted by the Board of Directors, will be submitted to the Shareholders, who will submit the lists for the appointment of the new Board to the Shareholders’ Meeting next April.

*

SIGNIFICANT EVENTS AFTER FIRST NINE MONTHS 2020
On 14 October 2020, the Mondadori Group sold 8.5% of the share capital of Reworld Media. As a result of the transaction, the stake held in the French company is now 7.8%.
On 20 October 2020, the Mondadori Group completed the disposal of 25% of the share capital of Stile Italia Edizioni S.r.l. to La Verità, which already held the remaining 75%.

The documentation relating to the presentation of the results at 30 September 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 Interim Management Statement at 30 September 2020 approved by the Board will be available at the Company’s registered office, on the authorized storage mechanism 1Info (www.1info.it) and on www.gruppomondadori.it (Investors section) on 11 November 2020.

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

Annexes (in the pdf file):

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, figures in terms of value, September 2020
[2] GFK, figures in terms of value, September 2020
[3]GFK, September 2020 (ranking in terms of cover value)
[4] GFK, Week 40-42 2020 (ranking in terms of cover value)
^[5] Product revenue excluding Club revenue
^[6] GFK, September 2020 (in terms of value)
[7] Nielsen, cumulative figures at August 2020
[8] Internal source: Press-di, figures at August 2020 (newsstands + subscriptions channel) in terms of value
[9] Comscore (August 2020)
[10] Shareablee and internal processing (September 2020)

GialloZafferano, Italy’s best-loved food media brand, is betting big time on TikTok to enhance the title with a new language, original content and to further strengthen its relationship with Generation Z.

First launched on the short-video platform in June, the GialloZafferano profile already has more than 200,000 followers, and growing rapidly, with over 17 million video views with the hashtag #giallozafferano and an average of more than 200,000 views and 20,000 likes for each video posted.

On TikTok the Mondadori Group brand offers  original and exclusive content with its unmistakeable mix of recipes for everyone, and the simple ideas and advice that makes the web site a point of reference in the kitchen for 18 million unique users  every month (Source: Audiweb, average Jan-Jun 2020) and 12 million fans on social media, from Facebook to Instagram, Youtube to Pinterest, and now also on TikTok. GialloZafferano produces different and ad hoc content for each platform with the aim of being always close to Italians in the kitchen, thanks to always new proposals and responding, 7-days-a-week, on the web site and on social media, to tens of thousands of comments and requests from users.

“Once again, we are evolving, with new content and approaches, in order to remain in constant contact with people. We follow changes in habits on new media through the constant development of new and original formats, also to interact with a new audience, and expanding our presence on social media,” declared Andrea general manager of Mondadori Media. “For some time now we have seen social media not just as a way of disseminating our content, but as a new paradigm, in which GialloZafferano is the instrument for the creation of a community built around the passion of Italians for food and cooking, a and where it is not the brand that is the protagonist, but people, who are increasingly engaged and central.”

To reinforce even more its position on TikTok, from today, GialloZafferano will also take advantage of the exclusive collaboration of three innovative food creators: Cooker Girl (Aurora Cavallo), Theavokiddo (Aisha Ben Thabet) and michi.fadda (Michela Fadda), very young food enthusiasts who have been able to discover interesting and fascinating ways to emerge and engage users on TikTok.

Aurora Cavallo, or Cooker Girl, is 19, has 250,000 followers and 5.4 million likes on TikTok. She was born in a small village at the foot of Monviso and is a student at the University of Gastronomic Sciences of Pollenzo. She likes to define her cooking as “traditionally new”. Often reinventing tradition, combining different culinary cultures and techniques to make every dish her own, Aurora learned to cook on the web web, watching thousands of video recipes on YouTube and reading numberless articles on blogs, in books and magazines. And it is perhaps this “amateur” background that has had the biggest influence on her way of communicating; spontaneous, simple and direct, rich in values, but hiding close study and limitless passion.

Aisha Ben Thabet, or Theavokiddo, is just 16 years old, has over 450,000 followers and 18 million likes on TikTok, and lives in Milan where she studies and a languages-based high school. She began cooking when he was six years old, along with her sister, and in 2016, for fun, she took part in Masterchef Junior where she came third. During lockdown she took up cooking again and, in a few weeks, her TikTok profile became one of the most popular in Italy. She shoots video recipes that are tasty and within the reach of all schoolkids, in a spontaneous way and an immediate editing style with brilliant effects. The kitchen has become her safe space as, though the ingredients, the preparation and sharing of her recipes, she manages to express her feelings.

Michela Fadda, or michi.fadda, is 20, has over 350,000 followers and 12 million likes on TikTok, and has Sardinian origins and studies Educational Sciences at the di Milano Bicocca University. Even as a little girl she cooked with her mother and grandmother, a passion that she has continued to pursue over the years.  With just her smartphone and her creativity, with her videos Michela tries to transmit the peace and serenity that she herself finds when she’s cooking. With a single light, Michela manages to capture the details of every recipe, enhancing the ingredients and highlighting the preparation of each dish in the editing and an always pertinent choice of music, while also trying to remind us that beauty lies in small and simple things.

For the Mondadori Group, the novelties on TikTok don’t stop here: for some months, other brands have begun to try out new things on this platform, from Grazia, that launched its profile during the recent fashion week, with a continuous increase in the number of followers, to a DMBeauty, Smartworld and Studenti.it.
A continuous evolution that will soon also involve also other Group brands, with new projects and exclusive collaborations. These editorial developments generate new opportunities for interaction and Mediamond is already working, alongside Mondadori, on the development and fine tuning of new proposals for branded content for 2021, aimed at all interested commercial partners.

This week Donna Moderna is on newsstands with a special issue Acts of Beauty, in which the magazine edited by Annalisa Monfreda launches a reflection on the acts of beauty that help us to be ourselves and find our place in the world.

“Beauty is not an aesthetic canon, however new and inclusive. Nor is it a slogan, with which we are all beautiful and each body is perfect. It’s not even ad duty: that of having to feel beautiful and value ourselves. Beauty is an action. It is commitment, effort, courage. We wanted to dedicate an entire issue to those acts of beauty that improve the lives of all of us,” declared the editor Annalisa Monfreda.

Featured on the cover is Paola Egonu, the Italian world champion volleyball player, of Nigerian origin, who, with her statuesque and elegant pride, was chosen by Donna Moderna as an example of a woman who is not afraid to feel free.

To celebrate this special issue Donna Moderna produced a special cover, with heavier paper and a eye-catching caption in glossy red lacquer.

At the centre of the magazine is an exclusive illustration by the artist Luca Font who, for Donna Moderna, has interpreted the words with which the brand’s audience describes beauty today: happiness, respect, audacity, courage, honesty, care, choice, acceptance and self-esteem. Positive concepts, chosen by readers in an instant poll on Instagram, that enhance the value of the project.

“Acts of Beauty completes the project for three special issues which Donna Moderna has used to give readers a new perspective on issues of great interest. It’s an initiative in which we firmly believe and through which we have attempted to bring to the market a product of very high quality that underlines the social value of the content within, and confirming, once again, the capacity and commitment of the magazine to engage and be close to its audience,” declared Andrea Santagata, general manager of Mondadori Media.

A range of faces from the worlds of literature and entertainment, including Paola Turci, Sveva Casati Modignani, Fiamma Satta, Michela Murgia, Alessandra Amoroso, Geppi Cucciari, Kim Rossi Stuart, Stefania Auci and Jonathan Bazzi, have supported the Acts of Beauty initiative and have enriched the pages of the magazine with their own accounts of beauty.

The message of Acts of Beauty develops on the pages and in the columns of the issue also with investigations of current affairs that talk about actions to enhance the territory across Italy, women in companies and the talents of differently abled people.

The special issue of Donna Moderna also tells the stories of special people who, with courage, have found their place in the world: from Daniela Lucangeli, the much followed psychologist and learning difficulties expert, whose revolutionary ideas about teaching are based on positive emotions, to Maura Gancitano, the philosopher who is helping to make her subject something that (almost) everyone can approach and Francesca Vecchioni, founder and president of Diversity, the non-profit organisation committed to promoting social inclusion.

The issue also has a feature dedicated to the life and choices of three influencers: the curvy blogger Laura Brioschi, who has launched her BodyPositive fashion line, Eugenia Longo, the instagrammer who lives with alopecia, Aurora Celli, the TikToker who has made her vitiligo a point of strength.
Three portraits of women famous on social media that are not spokespersons from a classical concept of beauty, but who particularities make them even more beautiful and unique.

“We are extremely satisfied because Acts of Beauty, the third special issue from Donna Moderna, after Talento Italiano and Un Nuovo Futuro, has been widely appreciated by all of the companies on the front line for social commitment and the valorisation of beauty in all its forms. The market has recognised the editorial and advertising value of these three special issues, enabling us to record and 20% increase in ad pages and a 12% rise in revenues, compared with the same issues of the previous year,” declared Davide Mondo, chief executive of Mediamond.

 The storytelling of the Acts of Beauty special issue  is developed also on the web site www.donnamoderna.com, where the magazine’s content is included, expanded and updated, as well as on the brand’s social media channels, in particular the Instagram profile of Donna Moderna with a filter that plays on the key words of beauty chosen by readers.

Two backstage videos were also made during the Paola Egonu photoshoot and on the set with the three influencers, who talk about their acts of beauty to make them feel good about themselves, but also to spread a positive message to their followers.

The launch of the new special issue Acts of Beauty by Donna Moderna will be supported by an advertising campaign developed by CasiraghiGreco&, and planned on print, digital, and social media, as well as, radio and digital out of home in core districts of Milan on the iDD Magazine circuit.

Thanks to a unique mix of practical advice, first-hand testimony, stories and live daily events, Donna Moderna is always at the side of its readers and their needs. Through the magazine and its web channels, it reaches a total net audience of 14.6 million users every month (Source: Nielsen Media impact, data fusion March 2020), to which should be added 2.6 million fans on social media, with the engagement of 1.4 million interactions per month (Source: Shareablee and internal data on IG Insight), confirming the brand’s postion as the point of reference on the women’s segment,

Mondadoristore.it, the e-commerce site of the Mondadori bookstores, is 20 and is celebrating this anniversary with readers with a range of initiatives, promotions and instore digital events with personalities from the world of arts and entertainment.

Created in 2000 with an offer dedicated exclusively to books, Mondadoristore.it was among the pioneers of online retail. Today it is one of the leading media stores on the web, thanks to a vast assortment of products for leisure, ranging from books to music, films, toys stationery and eReaders.

“We were among the first players in the Italian market to support our bookshops around country with e-commerce: an activity that enabled us to expand the sales channels of our network and rapidly establish the presence of Mondadori Store also online,” declared Carmine Perna, chief executive of Mondadori Retail. “Always attentive to the evolution in buying habits, over the years we have developed a range of integrated services that bring together the online world of Mondadori Store with that of our over 550 physical stores, in order to bring our offer to readers, wherever they are. A service that in recent times, as never before, has shown itself to be essential in maintaining the relationship between the public and bookstores, with visits to the site increasing by more than three times during the lockdown period, compared with the previous year, and a record of over 40 million estimated visits in 2020.”

Over these last 20 years, the Mondadoristore.it team has responded to the challenges of innovation by creating successful original formats, alongside new services, to offer the public and omni-channel experience: from the first publishing cases on the web to the most recent music trends, such as Korean pop,  and the first instore digital events with national and international authors and artists  launched in a time of social distancing.

The inititives

Piero Armenti, Silvia Avallone, Massimo Bisotti, Federica Bosco, Glenn Cooper, Andrea De Carlo, Gordon, Q4, Licia Troisi, Marzia Sicignano, Paolo Stella and many other writers, YouTubers and protagonists of the great events of Mondadori Store, have celebrated the anniversary with a video-message on the Mondadori Store social media profiles.

To mark the anniversary, from today and for 20 days, Mondadoristore.it is offering free delivery on all purchases and exceptional discounts books, bestsellers in the music and film category and a selection of gift ideas. Plus, coming soon, many new online events, including Francesco Sole and other guests in exclusive chat rooms with readers.

The initiative will be accompanied by a communication campaign with the claim “Click e a capo” involving all media: the web, social, dem, radio and in store. The advertising, overseen by the agency Canali&C., plays ironically with some of the events linked to the history of publishing and lifestyle in the last 20  years: in “2002: the word selfie didn’t exist”, “2006: we were still good at football”, “2010: I’ll follow you no longer sounds like a threat”, “2018: Garbo is no longer the most famous Greta.”

On Mondadoristore.it it is possible to choose from a catalogue of over 1 million titles, including books in Italian and other languages, school textbooks and eBooks, as well as the best eReaders and accessories to read in complete freedom, plus films on DVD and Blu-ray, music of all kinds,, toys, gift ideas and stationery products. The entire offer of Italy’s most extensive network of bookstores is always available through free multi-channel services, such as Pick Up Point, to collect in store a product bought online; Prenota e ritira, the possibility of ordering online and paying and collecting in store or at one of  Italy’s 11,000 post offices, and Invia a casa, to have delivered at home products bought in a bookstore.

The online buying experience is enhanced also by a broad range of editorial content curated by a staff of experts and enthusiastic readers who every day indicate “what’s new”, promotions and events related to the world of publishing and entertainment. In addition, there are also thematic pointers to the most interesting new titles and news about niche or specialised titles for fans and those in the business.