corporate

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 2025 presented by Chief Executive Officer Antonio Porro.

“During the first nine months of 2025, the Mondadori Group recorded results in line with forecasts due to the effect of the significant growth of the book market, which, as expected, took concrete form during the third quarter”, declared Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “In this context, Trade Books clearly outperformed the market with a sell-out in the third quarter, rising by 7.5%, thanks to the success of numerous new publications released by our publishing houses, with positive effects that ran through equally in October. The sector’s dynamism was also reflected in the results of our network of bookstores, which will be strengthened, inter alia, with the acquisition of a further ten directly managed stores. As regards Education Books, our publishing houses have confirmed their leadership position, recording a slight increase in the adoptions portion. In the Media area, the growth of the digital component continued, which today accounts for around 50% of the Area’s revenue and margins. These results allow us to confirm achievement of the targets defined for FY 2025”, Mr Porro concluded.

PERFORMANCE AT 30 SEPTEMBER 2025

During the first nine months of FY 2025, consolidated revenue stood at € 704.5 million, showing substantial stability compared to the previous year (€ 705.8 million in the same period of 2024).
Like-for-like, revenue declined slightly, equal to 1%.

Adjusted EBITDA, equal to € 128.6 million, showed a decline of € 4.7 million compared to the € 133.3 million of the same period of 2024, mainly due to the impact in the Trade Books area of the end of the Colosseum concession in April 2024 and the failure to repeat the commercial transaction of Star Comics, which was implemented in January 2024.

The Group’s reported EBITDA for the first nine months of 2025 amounted to € 126.3 million, showing a decrease of around € 8 million compared to the same period of the previous year, which had benefited from lower non-recurring expense and the release of certain provisions in the Media area that had originally been set aside for potential liabilities which ultimately did not materialise.

Mondadori Group EBIT is positive for € 78.3 million: the downturn, equal to € 10 million compared with the same period of FY 2024, is due not only to the factors that determined a decline in EBITDA, but also to greater amortisation/depreciation for a total of € 2.2 million recorded during the period under review and concentrated particularly on the Trade Books area and the Retail area as a consequence of the development of directly owned stores.

Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last five years (PPA), adjusted EBIT for the first nine months of FY 2025 would stand at € 87.1 million, compared with the € 93.6 million of the same period of the previous year, thereby limiting the decline to approximately € 6.5 million.

The consolidated result before tax is positive for € 72.2 million, down by approximately € 10 million compared to the € 82.4 million of 30 September 2024, due to an increase of € 0.6 million in financial expense; by contrast, a higher contribution of approximately € 0.4 million was made by associates.

Tax costs for the first nine months of 2025 totalled € 20.3 million, a reduction compared with the € 21.6 million at 30 September 2024 due to the lower pre-tax result.

The Group’s net profit at 30 September 2025, after minority interests, was positive at € 51.7 million, down compared to the € 59.3 million recorded in the first nine months of FY 2024; minority interest profits were lower compared to the same period of the previous year due to the increase – with a view to consolidation – in the stakes held in ALI (+25%) and in Edizioni Star Comics (+24.5%).

Adjusted net Profit, neutralised of all non-recurring items and amortisation deriving from the price purchase allocation (PPA) for the companies acquired in the last five years, net of the related tax effect, would be € 58.1 million compared to € 63.1 million for the same period of the previous year.

The Net Financial Position excluding IFRS 16 at 30 September 2025 was € -155 million (net debt), a slight increase compared to the € -150.9 million at 30 September 2024.
The relevant business cash generation made it possible to finance the acquisition of Fatto in Casa da Benedetta as well as the growing remuneration of shareholders without substantially increasing the Group’s financial exposure.
The Net Financial Position IFRS 16 at 30 September 2025, equal to € -233.3 million (net debt), grew by approximately € 4 million from the € -229.7 million at 30 September 2024.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) for the twelve months preceding 30 September 2025 amounted to approximately € 62 million, enabling to continue financing the development strategy without compromising the Group’s financial soundness and further strengthening.
As at 30 September 2025, extraordinary cash flow was negative by approximately € 28 million, mainly due to cash-out related to net balance of acquisitions and disposals for around € 15 million, restructuring costs of around € 4 million and the costs relating to the renovation of the Segrate headquarters of around € 4 million.

As a result, Free Cash Flow as at 30 September 2025 was positive at € 34.5 million, confirming the Group’s ability to self-finance its inorganic growth strategy and to increasingly remunerate its shareholders.

The Group has in fact booked shareholder dividends of € 36.5 million (of which 50% was distributed in May, while the remainder, as already disclosed to the market, will be paid on 26 November 2025 with ex-dividend date of 24 November and record date of 25 November 2025).

OUTLOOK FOR THE YEAR

The economic-financial data achieved in the first nine months of the year are in line with forecasts, which considered an overall weakness of the book market for the whole of the first half of 2025 (-5%^[1]) and a gradual recovery during the second part of the year compared with the previous year, as effectively was seen in the third quarter of 2025 (+3.9%).
Accordingly, the Mondadori Group confirms the guidance for FY 2025.

Income Statement:

• low single-digit revenue growth;
• low single-digit growth of Adjusted EBITDA and, therefore, margins stable at around 17%.

Cash Flow and Net Financial Position:

• the Group is expected to confirm its significant capacity to generate cash, despite a different scheduling of the publishing plan of the Trade Books area that should result in a partial postponing of collections from late 2025 to early 2026;
• the Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 0x adjusted EBITDA (from 1.1x at end 2024), while NFP (no IFRS 16) is expected to improve to 0.5x adjusted EBITDA (no IFRS 16).

PERFORMANCE OF BUSINESS AREAS

TRADE BOOKS AREA

The first half of 2025 saw a negative trend in the Book market, with a value downturn, in the first six months of the current year, of 5%, largely due to the replacement of the “APP18” with the Carte della Cultura e del Merito  (Culture and Merit Cards) and the program of new publications released by the publishers during the half year. The third quarter of 2025, by contrast, showed a clear reversal of trend with market growth of around 4% compared to the same quarter of 2024. Overall, the first nine months of the year have revealed a slight downturn for the market (-2%) compared to the previous year; in terms of quantities, the copies of books sold have declined by 2.7% compared to the same period of last year.

In this context, the Mondadori Group publishing houses recorded significant third quarter growth (+7.5%), which led to a reduction of sell-out during the first nine months of the year to 1.8%.

This important result, easily outperforming the market, was achieved also thanks to a publishing plan that saw the publication of bestsellers in September, including: “L’ultimo segreto” (The Secret of Secrets), Dan Brown’s latest novel (Rizzoli), which, after 8 years of nothing, in just four weeks sold more than 150 thousand copies, and “Il cerchio dei giorni” (Circle of Days), the latest work by Ken Follett (Mondadori).
The Mondadori Group has therefore maintained its national leadership with a market share of 28.1% at September 2025, stable compared with the same period of the previous year.
As evidence of the quality of its publications, the Mondadori Group has, during the first nine months, positioned three titles in the classification of the period’s top 5 bestsellers, including, in particular, “L’ultimo segreto” (The Secret of Secrets) by Dan Brown (Rizzoli), in first place, “Spera. L’autobiografia” (Hope) by Pope Francis (Mondadori) and “Verrà l’alba, starai bene” by Gianluca Gotto (Mondadori).

During the first nine months of FY 2025, the Trade Books area’s revenue amounted to € 279 million, a slight decrease versus the prior year (-1%).

Adjusted EBITDA came to € 37.1 million, showing a decline of around € 5 million due to the lesser margin deriving from the end, in April 2024, of the concession related to operations in the Colosseum area and the commercial transaction of the publisher Star Comics, which was implemented during the early months of 2024. It is stressed that in the third quarter of 2025 alone, the Area’s Adjusted EBITDA grew by around € 2 million compared with the same period of 2024.

EDUCATION BOOKS AREA

The Mondadori Group publishing houses involved in School textbooks have confirmed their market leadership position with a portion (adoptions) of 32.5%^[2], a slight increase on the figure recorded the previous year, as a result of more marked growth in the primary school segment and essential stability in secondary schools.

During the first nine months of 2025, the Education Books area business recorded total revenue for € 213.8 million, showing essential stability compared to the same period of 2024 (€ 213.9 million). Revenue performance was impacted by the bringing forward of restocking in the first half of the year, above all for wholesalers and key accounts.

Adjusted EBITDA for the first nine months of FY 2025 came to € 74 million, slightly better than the € 73.8 million of the same period of 2024.

RETAIL AREA

As previously stated, there was a 2% decline in the book market in Italy in the first nine months of the year compared to 2024, with substantial stability of the physical channel (-0.2%) and a negative trend in the online channel (decline estimated at around 5%).

In this context, Mondadori Retail showed generally excellent resilience, clearly outperforming the market: the Area recorded significant growth in terms of sell-out, equal to +3% in the first nine months of the year and +7.4% in the third quarter alone.  

Consequently, the market share of Mondadori Retail came to 14% (+0.7% compared with the first nine months of last year), showing further progress thanks to the contribution made by directly-managed stores and franchises, whose market share on the physical channel approached 20%.

In the first nine months of 2025, the Retail area – including revenue from comics and the e-commerce website of Star Shop Retail, consolidated as of 1 February 2024 – recorded total revenue (book and non-book) for € 148 million, changing by € 4.2 million (equivalent to growth of 2.9% compared to the previous year).

Organic revenue growth (excluding revenue from Star Shop Retail) came to +2.4%, and would have been even stronger and at 3.5% without the negative impact (approximately € 1.5 million in the first half of 2025) of the temporary closure of the Rizzoli bookshop in Milan due to the refurbishment works.

The Retail Area presented adjusted EBITDA of € 10.2 million, growth by approximately € 0.7 million versus the same period of the prior year. This result confirms a continued upward trajectory and steady improvement in performance over recent years, achieved despite the negative impact (€ 0.5 million) resulting from the temporary closure for refurbishment of the Rizzoli bookshop in Milan.

MEDIA AREA

During the first nine months of 2025, the Media area recorded revenue of € 104.7 million, showing a slight decline of 1.6% compared to the same period of the previous year, as a result of the structural downturn of traditional business, almost entirely offset by the strong growth in the Digital component. The third quarter was characterised by a general slowing of the advertising market^[3].

In particular:

• digital assets, which account for approximately 50% of total area revenue, showed, in FY 2025, growth of 2% (approximately +4% like-for-like), deriving, in particular, from the positive performance of the MarTech segment (approximately +6%) and the excellent results recorded by the social agency, as well as the contribution made by Fatto in casa da Benedetta (+9%);
• the traditional print business declined by 9% approximately, due to the structural drop in add-on sales and readership during the period under review.

Adjusted EBITDA for the Media area came to € 14.4 million in the first nine months of FY 2025, showing growth of approximately 12% compared with the previous year, a growth due to both the digital and traditional business segments. In particular:

• in the print area, despite the reduction in circulation revenue, the greater income deriving from government contributions have successfully improved the margin by approximately € 0.7 million;
• in the digital area, Adjusted EBITDA was up by around € 0.8 million compared to the same period in the previous year, thanks to the higher revenue recorded during the period, as well as the contribution made by the activities in connection with the brand Fatto in Casa da Benedetta.

CONSOLIDATED FINANCIAL HIGHLIGHTS OF THIRD QUARTER 2025

The consolidated revenue of the third quarter of 2025 came to € 314.9 million, showing, compared with the same quarter of the previous year, a decline of around € 4 million, deriving for approximately € 8 million from the advance of revenues in the first half of 2025 for restocking of key accounts, net of which revenue would have shown growth of 1.3%.

The recovery trend recorded by the book market during the third quarter had a positive impact on the Trade Books and Retail areas during the quarter under review:

• revenue of Trade Books recorded a significant 6% increase, with sell-out up by 7.5% thanks to the excellent performance of new publications;
• revenue posted by the Retail area improved by 3% compared with the same period of the previous year, thanks to growth of almost 6% in book revenue.

Adjusted EBITDA for the third quarter of 2025 came to € 88.1 million, down € 4.3 million compared with the same quarter of 2024, entirely due to the advance of the margin recorded during the first half of 2025 by the Education Books area for approximately € 4.5 million.

START OF SHARE BUYBACK PROGRAM TO SERVICE THE 2025-2027, 2024-2026 AND 2023-2025 PERFORMANCE SHARE PLANS  

The Board of Directors 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 16 April 2025 which, among other things, authorized:

• the purchase of treasury shares for a maximum amount of up to 0.32% of the share capital, which is intended to provide the Company with maximum no. 836,710 shares required over the three-year period to meet the obligations under the 2025-2027 Performance Share Plan established by the same Shareholders’ Meeting, pursuant to Article 114-bis of the TUF;
• the continuation of the share buyback program to be allocated to serve the latest stock option plans in place, in particular the 2024-2026 Performance Share Plan and the 2023-2025 Performance Share Plan.

All in the manner described in the relevant Plan Regulations.

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

• Purpose of the progam

The sole purpose of the program is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the current Performance Share Plan and referring to the three-year periods 2025-2027, 2024-2026 and 2023-2025.

• 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. 700,000 ordinary shares (equal to 0.267%) of the share capital, taking account of the treasury shares already held in the Company’s portfolio, to service the aforementioned Performance Share Plans.
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 16 April 2025, taking account also of the no. 760,697 treasury shares, equal to 0.290% of the share capital, already held by the Company to date.

• Duration of the program

The buyback program runs from 7 January 2026. The conclusion of the program, in any case by the Shareholders’ Meeting convened to approve the financial statements at 31 December 2025, the date on which authorisation to purchase treasury shares resolved by the Shareholders’ Meeting of 16 April 2025 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, of Article 5 of Regulation (EU) 596/2014, Article 144-bis paragraph 1 letter b) of the Issuers’ 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 16 April 2025.

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

The Interim Management Statement at 30 September 2025 is made available, by today’s date, at the registered office, on the website www.mondadorigroup.com (Investor section) and via the authorised storage mechanism 1Info (www.1info.it).

The presentation of the results at 30 September 2025, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 p.m. 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 Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – III quarter
4. Group cash flow
5. Glossary of terms and alternative performance measures used

^[1] Source: GfK, value data, sell-out.
^[2] Source: AIE, November 2025 (adopted first-year sections)
^[3] Source: Nielsen, September.

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2025, 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 2025 presented by CEO Antonio Porro.

“The results we have achieved during the first half of the year are in line with expectations and confirm our forecasts”, declared Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “This data reflects the general weakness recorded and expected on the trade book market in Italy, also due to the period publication, by all publishers, of fewer new successes than in the first six months of 2024”, Mr Porro, stressed. “We now look optimistically towards the second part of the year, during which we confirm our expectations for a progressive improvement in the scenario, already suggested by the market trend recorded in the four weeks of July, with growth of almost two percentage points compared with the same period of the previous year, such growth being driven by the performance of the Mondadori Group publishing houses”, Mr Porro concluded.

PERFORMANCE AT 30 JUNE 2025

During the first half of 2025 consolidated revenue came to € 389.5 million, highlighting slight growth (+0.6%) compared with the first half of the previous year (€ 387.2 million at 30 June 2024).
Like-for-like, due to the inclusion of Star Shop Distribuzione (from 1 February 2024), Chelsea Green Publishing (from 1 May 2024) and Fatto in casa da Benedetta (from 1 October 2024), the revenue declined slightly (-0.8%).

Adjusted EBITDA, equal to € 40.5 million, revealed substantial stability compared with the € 40.9 million at 30 June 2024, also thanks to the early restocking of Education Books top accounts.

The Group’s reported EBITDA amounted to € 39.2 million, down € 3.2 million compared to the first half of 2024, which had benefited, from lower restructuring costs and the release of some provisions for risks in the Media area, allocated against contingent liabilities that did not materialise.

The Mondadori Group’s EBIT for the first six months of 2025, positive for € 8 million, has shown a downturn of € 4.7 million compared with the same period of FY 2024, also due, in addition to what has already been described, to higher amortisation totalling € 1.5 million booked during the period under review, and concentrated in particular in the Trade Books area and Corporate area.
Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last five years (PPA), Adjusted EBIT for the first half of FY 2025 would stand at € 13.6 million, compared with the € 15.4 million of the same period of 2024.

The consolidated result before tax is positive for € 4.1 million, down by approximately € 5 million compared with the € 9.4 million at 30 June 2024: the downturn to EBIT in fact comes in addition to an increase of € 0.6 million in financial charges. By contrast, a higher contribution of approximately € 0.2 million was made by associates.

Tax costs in the first half of 2025 totalled € 0.6 million, a reduction compared with the € 1.4 million at 30 June 2024 due to the lower pre-tax result.

The Group’s net profit at 30 June 2025, after minority interests, amounted to € 3.5 million, down € 3.6 million compared with the € 7.1 million of the first half of 2024, despite a lesser portion of minority interests.

Adjusted net profit, net of all non-recurring items, would amount to € 7.6 million, compared to € 9 million in the first half of the previous financial year.

The Net Financial Position gross of IFRS 16 as at 30 June 2025, stood at € -218.8 million (net debt), showing a slight increase compared with the -211.9 million at 30 June 2024; the strong cash generation of the business enabled the financing of the acquisition of Fatto in casa da Benedetta, as well as the increased remuneration of shareholders, without significantly raising the Group’s financial exposure.

The Net Financial Position IFRS 16 at 30 June 2025, equal to € -300.1 million (net debt), grew by approximately € 7 million from the € -293.3 million at 30 June 2024.

Cash flow from ordinary operations (i.e. after the cash-out for financial charges and tax) of the last twelve months prior to 30 June 2025 stood at € 64 million, confirming the Group’s capacity to continue to finance its development policy.

As at 30 June 2025, extraordinary cash flow was negative by approximately € 30 million, mainly due to net cash-out related to M&As for around € 14 million, restructuring costs of around € 4 million and the costs relating to the renovation of the Segrate headquarters of around € 6 million.

Consequently, Free Cash Flow at 30 June 2025, positive for € 33.8 million, confirms the capacity to increasingly remunerate shareholders, without compromising the solidity and continued financial strengthening of the company.

The Group has, in fact, fully booked the dividends allocated to its shareholders of € 36.5 million (of which 50% was distributed in May, while the remainder will be distributed in November 2025).

OUTLOOK FOR THE YEAR

The economic and financial figures for the first half of the year were in line with the relevant forecasts, which estimated, albeit to a more limited extent than actually proved to be the case, an overall weakness in the book market for the entire first half of 2025 compared to the previous year.
Therefore, the Group believes that it can confirm the guidance disclosed previously for FY 2025, which reflects the expectation of an improvement in the market context during the second part of the year and an even more marked improvement in the Group’s performance.

As a consequence of the foregoing, the guidance confirms:

Income Statement:

• low single-digit revenue growth;
• low single-digit growth of Adjusted EBITDA and, therefore, margins stable at around 17%.

Cash Flow and Net Financial Position

• Even in a context that was generally difficult, the Group is expected to confirm its significant capacity to generate cash, despite a scheduling of the publishing plan of the Trade Books area that may result in a partial postponing of collections from late 2025 to early 2026;
• the Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 1.0x adjusted EBITDA (from 1.1x at end 2024), while NFP (no IFRS 16) is expected to improve to 0.5x adjusted EBITDA (no IFRS 16).

PERFORMANCE OF BUSINESS AREAS

TRADE BOOKS AREA

During the first half of the year, 2025 saw a negative trend of the book market, which in the first six months of the current year revealed a downturn of 5% in value^[1].

This decline is due on the one hand to the replacement of APP18 by the Carte della Cultura e del Merito (Culture and Merit Cards, the effects of which on the market were noted through to April) and on the other, to the publication by most publishers of fewer new successes.

In this context, revenue from the Trade Books area in the first half of 2025 came to € 180 million, down 4.5% compared with the previous year, or 3% excluding the impact of the end of the concession relative to the Roman archaeological area of the Coliseum.

Adjusted EBITDA, equal to € 20.7 million, showed a decline of around € 7 million due to the lesser margin deriving from the reduction in publishing revenue of both paper and digital products, to the end, in April 2024, of the concession related to the Coliseum area activities and the failure to repeat a commercial operation run by the publisher Star Comics, which had been implemented during the early months of 2024, with a positive impact on the Area’s profitability.

EDUCATION BOOKS AREA

School textbooks were characterised by the typical seasonal performance of the business that sees sales squeezed in the second half of the year following the adoption campaign.

In the first half of 2025, the School business recorded total revenue of € 69.8 million, up 14.2% compared to the € 61.1 million reported in the first half of 2024. This positive change is exclusively attributable to the bringing forward of restocking by top accounts.

Adjusted EBITDA for the Education Books area in the first half of FY 2025, came to € 7.3 million, an improvement compared with the € 1.9 million recorded during the first six months of 2024, almost entirely due to the above-specified bringing forward of restocking by top accounts, mainly concentrated in higher profit segments.

RETAIL AREA

In a context characterised by a downturn of the book market and a more generalised decline in consumption, the Retail area has shown slight growth (+0.5% in terms of sell-out at value) and has continued to record considerably better performance than otherwise seen on the market.

Consequently, thanks to the contribution made by directly-managed stores and franchises, Mondadori Retail holds a 13.4% share of the market (+0.7% compared with the first half of last year), which becomes almost 20% in the physical channel alone.

During the first half of FY 2025, the Retail area (including revenue from comics and the e-commerce website of Star Shop Retail, consolidated since 1 February 2024), recorded total revenue (book and non-book) for € 93.4 million, thereby showing an increase of 2.1% compared with the previous year.

At an organic level (excluding the revenue of Star Shop Retail), revenue was up 1.2%; the increase would have been even greater, equal to 2.9%, without the negative impact (approximately € 1.5 million during the first half of 2025) deriving from the temporary closure, for renovation, of the Rizzoli book shop in Milan, which reopened to the public in May.

An analysis of the sales by channel reveals, compared with the first half of 2024:

• further growth in revenue of direct bookstores (+5.3%);
• the continuous improvement of franchisee bookstores (+2.7%);
• the decline of the on-line channel (-1%) due to the transition from the current e-commerce website to the new omnichannel platform;
• the positive impact of revenue deriving from the management of Star Shop comics and e-commerce website, consolidated starting 1 February 2024.

The Retail area presented Adjusted EBITDA of € 5.4 million in the first six months of FY 2025, slightly up compared with the same half of the previous year. This result, achieved despite the negative impact (€ 0.5 million) of the specified temporary closure of the Rizzoli Milan book shop for renovation, confirms the constant progressive improvement in the Area’s performance.

MEDIA AREA

In H1 2025, revenue in the Media area amounted to € 72.6 million, showing an increase of approximately 1% compared with the same period of the previous year, stemming from the strong growth in the Digital component, which more than offset the structural downturn of the component linked to print activities.

The digital business, which accounts for approximately 48% of the area’s total revenue, has shown growth of 13% (approximately +8% like-for-like), deriving in particular from the positive performance of the MarTech segment (around +11%) and the excellent results recorded by the social agencies, while the print business was down by approximately 8%, due to the structural decline of circulation and joint sales recorded in the period under review.

Adjusted EBITDA for the Media area came to € 12.4 million in H1 2025, showing growth of approximately 23% compared with the previous year, mainly due to the print business segment.

The presentation of the results at 30 June 2025, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (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 Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – II quarter
4. Group cash flow
5. Glossary of terms and alternative performance measures used

^{[1] Source: GfK, June 2025}

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 2025 presented by Chief Executive Officer Antonio Porro.

“The economic and financial figures achieved by our Group during the first quarter of the year are in line with our forecasts: they reflect the overall weakness that characterised the book market in the first quarter, and which we estimate will continue throughout the first half of the year. During the course of the year, we expect to see a recovery in the market environment and a positive effect on the Group’s performance as a result of the increased richness of the publishing offerings of our publishing houses. This allows us to confirm the targets set for 2025”, said Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group.

In the first quarter of 2025, consolidated revenue totalled € 164.4 million, down 1% versus € 166.1 million in the first quarter of 2024.

Adjusted EBITDA was € 1.8 million, down from € 4.8 million in the same period of 2024, due to the performance of the Trade Books segment.

The Group’s reported EBITDA amounted to € 1.3 million, showing a decrease of € 4.4 million compared to the first quarter of 2024, which had benefited, in addition to the dynamics of the management components, from lower restructuring costs and the release of some provisions for risks in the Media area, allocated against contingent liabilities that did not materialise.

EBIT for the first three months of 2025 was negative by € 13.9 million, a decrease of € 5.2 million compared to the first quarter of 2024, which is attributable, in addition to what has already been described, to the higher depreciation and amortisation recognised in the period under review for a total of € 0.8 million, concentrated in particular in the Trade Books area. Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired (Purchase Price Allocation), Adjusted EBIT would stand at € -11.4 million, compared with the € -7.7 million of the same period of the previous year.

The consolidated pre-tax result was a loss of € -16.4 million, down by approximately € 6 million compared to a loss of € -10.2 million as of 31 March 2024, due to the additional effect of the lower contribution (by about € 0.5 million) of the result of the associate companies and higher financial expenses, which increased by a total of € 0.6 million, mainly due to higher bank interest on the financing lines, as a result of the higher cost of debt and higher average debt as well as the increase in IFRS 16 debt.

The Group’s net profit at 31 March 2025, after minority interests, was a loss of € 13 million, down by about € 6 million compared to a loss of € -7.1 million in the first quarter of 2024, despite a lower share of the result attributable to minority interests resulting from the acquisitions of minority interests completed in the current year (the remaining 25% of the share capital of ALI as well as a further 24.5% stake in Edizioni Star Comics).

Tax income for the first quarter of the financial year 2025 was a positive € 3.5 million, compared to € 4.1 million as at 31 March 2024, despite a lower pre-tax result: this figure is the result of a different tax treatment of the contributions recognised to the Media area.

The adjusted net result after neutralising all non-recurring items, would be € -11.2 million, compared to € -6.4 million in the first quarter of the previous year.

The Net Financial Position gross of IFRS 16 as at 31 March 2025, stood at € -134.1 million (net debt), essentially stable compared with the € -133.3 million at 31 March 2024; The strong cash generation of the business enabled the financing of the acquisitions of Chelsea Green Publishing and Fatto in casa da Benedetta, as well as the increased remuneration of shareholders, without significantly raising the Group’s financial exposure.

Net Financial Position gross of IFRS 16 at 31 March 2025 stood at € -212.8 million (net debt), up by approximately € 7 million from € -205.5 million at 31 March 2024, due to a larger IFRS 16 debt component of approximately € 6 million as a result of the renovation and development of the network of directly-managed book stores in the Retail area.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) in the fist quarter 2025 amounted to over € 68 million and makes it possible to finance the Group’s development policy and increasingly remunerate shareholders without compromising solidity and the further financial strengthening of the Group.

Extraordinary cash flow was negative by approximately € 34 million, mainly due to cash-out related to acquisitions, for around € 18 million, restructuring costs, of around € 5 million and the costs relating to the renovation of the Segrate headquarters of around € 6 million.

As a result, the Free Cash Flow at 31 March 2025 was positive by € 34.2 million. Lastly, the Group recorded dividends to its shareholders of € 31.3 million in the last twelve months.

PERFORMANCE OF BUSINESS AREAS

TRADE BOOKS AREA

2025 saw a negative start to the year for the book market, which declined in value terms in the first quarter of the current financial year by 3.4%^[1]. The replacement of the APP18 (FY 2024 benefited from the use of dedicated funds until 30 April) by the Culture and Merit Cards and the different timing of the Easter holidays are among the main reasons for this decline.

In this context, the Mondadori Group’s publishing houses recorded a 7.2% fall in sell-out during the quarter, a less positive result than the market performance due to a publishing plan that will see the release of the most important new titles in the second half of the year and a slowdown in catalogue book sales.
During the reporting period, the Mondadori Group still maintained its national leadership with a market share of 26.2% as of March 2025.

Testifying to the quality of their editorial offerings, the Mondadori Group’s publishing houses placed four titles in the top ten bestsellers list during the first quarter, including, in particular, the second position of “Spera. L’autobiografia” (Hope: The Autobiography) of Pope Francis for Mondadori, currently in first place.

Revenues for the first quarter of 2025 amounted to € 86.7 million, down 4.4% compared to the first quarter of 2024, mainly attributable to a commercial transaction at Star Comics that was implemented in early 2024 and residually due to the termination in April 2024 of the Coliseum concession managed by Electa.

Adjusted EBITDA of the Trade Books area for the first quarter of 2025 amounted to € 9.6 million, a decrease of approximately € 5 million, attributable to the lower margin resulting from the drop in revenues for the period, both for print and digital products. Furthermore, as with revenues, the decline in margins in the quarter was largely attributable to Star Comics.

EDUCATION BOOKS AREA

School textbook publishing experiences a typical seasonal performance that sees sales squeezed in the second half of the year following the adoption campaign: as a result, the relating market shares for 2025 are unavailable at this time.

Total revenues recorded in the first quarter of 2025 amounted to € 8.7 million, down by 5.7% compared to the first quarter of 2024 (€ 9.2 million), with a negative change attributable to the timing of supplies to management customers.

Adjusted EBITDA in the first quarter of FY 2025 for the Education Books area stood at € -13.2 million, an improvement compared with the € -13.8 million recorded in the same period of 2024, as a result of lesser operating and structural costs. Note that this result is not significant as it stems from the aforementioned seasonality of the business, with the costs of the operational structure and development of the textbooks marketed during the adoption campaign completed at the end of the month of May being recorded during the first quarter.

RETAIL AREA

As already mentioned, the book market in Italy at the end of March recorded a drop of 3.4% compared to 2024; in particular, there was a slight decrease in value in the physical channel (-1.3%) and a more marked negative trend in the online channel (estimated at -6.8%).

In this scenario, the Retail area remained stable (+0.1%) and continued to outperform the market; as a result, Mondadori Retail’s market share stood at 12.8% (+0.5% compared with the first quarter of the previous year) thanks to the contribution of direct stores and franchising, as well as a good performance in the online channel.

In the first quarter of FY 2025, the Retail area recorded total revenues (book and non-book) of € 47.1 million, an increase of € 1.7 million (+3.7%) compared to the previous year.

The organic revenue growth (excluding Star Shop’s retail business revenues) of 1.5% (€ +0.7 million) would have been even more significant at 3.8% without the negative impact (of approximately € 1 million in Q1 2025) resulting from the temporary closure of the new Rizzoli bookstore in Milan, which reopened to the public on 9 May after renovation work following the new concession granted by Milan City Council.

Adjusted EBITDA amounted to € 2.3 million, essentially stable compared to the same quarter of the previous year. This result confirms a progression and constant improvement in performance, which has been going on for several years, and was achieved despite the negative impact (amounting to € 0.25 million) resulting from the temporary closure of the Rizzoli Milan bookstore, mentioned above.

MEDIA AREA

In Q1 2025, revenue in the Media area amounted to € 33.6 million, and posted an increase of 5% compared with the same period of the previous year, stemming from the strong growth (+19%) in the Digital component, which more than offset the structural downturn of the component linked to traditional activities.

Adjusted EBITDA came to € 5.4 million, showing growth of approximately 72% compared with the previous year, mainly due to the print segment.

OUTLOOK FOR THE YEAR

The economic and financial figures for the first quarter of the year were in line with the relevant forecasts, which estimated an overall weakness in the book market for the entire first half of the year compared to the previous year.

Therefore, the Group believes that it can confirm the guidance disclosed previously for FY 2025, which reflects the expectation of a recovery in the market environment during the year and a more marked improvement in the Group’s performance.

Income Statement

• low single-digit revenue growth;
• low single-digit growth in Adjusted EBITDA and therefore stable margins at around 17%, despite the increase in some cost components, thanks to targeted pricing policies on the book product as well as continuous efficiency gains affecting all business areas.

Cash Flow and Net Financial Position

• The Group is expected to confirm its significant cash generation capacity, which, in terms of Ordinary Cash Flow, is expected to be in the region of € 70 million. It should be noted that, with reference to the current year, due to the different scheduling of the publishing plan for the Trade Books area, which has seen the publication of the highest-selling titles concentrated in the first half of 2024 and the second half of 2025, respectively, the current year could experience a partial postponement of part of the receipts from the end of 2025 to the start of 2026;
• the Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 0x adjusted EBITDA (from 1.1x at end 2024), while the Net Financial Position excluding IFRS 16 is expected to improve to 0.5x Adjusted EBITDA (excl. IFRS 16).

2025-2027 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 2025-2027 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 16 April 2025.

The rights granted will be exercisable at the end of the three-year reference period, subject to the achievement of the performance targets underlying the Plan.

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 detailed terms and conditions of the Plan are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 16 April 2025 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.mondadorigroup.com Governance/Shareholders’ Meeting section and on the storage mechanism 1info (www.1info.it) to the contents of which reference should be made.

DETERMINATION OF SHARES ATTRIBUTABLE TO THE 2024 SHORT-TERM INCENTIVE PLAN (MBO)

The Board of Directors, having consulted with the Remuneration Committee, has – after verifying the achievement of the relevant individual and Group performance targets – determined the number of Mondadori shares attributable to the beneficiaries of the Short-Term Incentive Plan (MBO) for the year 2024, established by resolution of the Shareholders’ Meeting of 24 April 2024.

In particular, the Plan envisages a voluntary mechanism for the conversion into Mondadori shares of a percentage component equal to 15% or 30% of the Variable Remuneration (MBO) accrued in connection with FY 2024, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion.

In accordance with the rules of the Plan, the actual allocation to the beneficiaries of the total share component will take place in May 2027, following a 24-month deferral period from the vesting date of the 2024 MBO.
The detailed terms and conditions of the 2024 Short-Term Incentive Plan (MBO) are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 24 April 2024 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.mondadorigroup.com Governance/Shareholders’ Meeting section and on the storage mechanism 1info (www.1info.it) to the contents of which reference should be made.
Information regarding the beneficiaries and the number of Mondadori rights attributable to them 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 Interim Management Statement at 31 March 2025 is made available by today through the authorised storage mechanism 1Info (www.1Info.it), on the website www.mondadorigroup.com (Investors section) and at the registered office.

The presentation of the results at 31 March 2025, approved today by the Board of Directors, is available on www.1info.it and on www.gruppomondadori.it (Investors section). A Q&A session will be held in conference call mode at 3.30 p.m. 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 Statements of Financial Position
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 – Remuneration plans based on financial instruments: 2025-2027 Performance Share Plan
6. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999 – Remuneration plans based on financial instruments: 2024 Incentive Plan MBO

^[1] Source: GfK, March 2025

The Mondadori Group announces the conclusion today, through its subsidiary Mondadori Libri S.p.A., of the acquisition of a further 25% stake in A.L.I. S.r.l. – Agenzia Libraria International, a company operating in the distribution of books.
As a result of this operation, Mondadori Libri S.p.A. has now brought its stake in the company to 100%, from the former 75%.

The increase in the A.L.I. stake comes following the exercise of the call option set forth in the contract signed and announced on 11 May 2022, at the time of the acquisition of an initial 50% stake in the share capital, which envisaged the right, for Mondadori Libri, to acquire the remaining 50%. This is thanks to a deferred purchase commitment and a put & call agreement, each accounting for 25% of the A.L.I. S.r.l. capital; the former was implemented and disclosed in January 2023.

The provisional price, paid today in cash, is € 12.2 million, determined on the basis of the average 2023-2024 EBITDA as well as the positive net financial position (cash) of the scope covered by the transaction, which at 31 December 2024 amounted to € 27 million. This provisional price may be adjusted following the approval of the financial statements as at 31 December 2024.

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 2024 presented by Chief Executive Officer Antonio Porro.

“During FY 2024, the improvement in our Group’s economic performance continued”, commented Antonio Porro, CEO and General Manager of the Mondadori Group. “The positive dynamic of revenue and Adjusted EBITDA and the relevant cash generation have allowed us to finance the acquisitions, increase remuneration of shareholders and confirm the objectives we set ourselves as targets for FY 2024. In fact, during the period, the development of our core business continued, also through acquisitions in books and digital”, Mr Porro concluded.

Performance at 30 September 2024

During the first nine months of 2024, consolidated revenue totalled € 705.8 million, showing growth of 3.8% compared with the previous year (€ 679.9 million in the same period of 2023). Net of the change in consolidation scope between the two periods under review, resulting from the consolidation of the companies Star Shop (from 1 February) and Chelsea Green Publishing (from 1 May), organic revenue growth was 1.1%.

Adjusted EBITDA was € 133.3 million, up 3.1% on the € 129.3 million recorded for the first nine months of 2023, mainly thanks to the Trade Books, Retail and Media areas.

The Group’s EBITDA came to € 134.2 million, compared with the € 131.5 million at 30 September 2023, showing, despite lesser non-recurring income linked to the net capital gain deriving from the sale of the Grazia and Icon in 2023, an improvement of approximately € 2.7 million due to the favourable dynamics of the operating components.

The Mondadori Group’s EBIT, positive for € 88.3 million, has shown, compared with the € 90.5 million for the first nine months of 2023, a slight downturn, of € 2.2 million, due to the greater amortisation/depreciation, of approximately € 5 million, recorded during the period under review, mainly deriving from:

• for € 2.3 million, larger investments made during the last 12 months;
• and for an amount of € 1.9 million, from the accounting effects of the Purchase Price Allocation (PPA) process relating to the M&A transactions completed during previous years.

Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last 5 years, the period’s Adjusted EBIT would stand at € 93.8 million, up by approximately 1% compared with the € 92.6 million of the same period of the previous year.

The consolidated result before tax of the first nine months of 2024 was positive at € 82.4 million, a decline of about € 5 million compared with € 87.1 million at 30 September 2023. This reduction is the result of the dynamics already described, in addition to the lesser contribution, for approximately € 2.5 million, of the lesser earnings of associates which in 2023 benefited from non-recurring income (capital gains and fair value revaluation).

Financial expense grew by € 0.2 million in total as a result of greater imputed costs linked to the IFRS 16 debt (€ +0.6 million). The financial expense associated with the bank debt, on the other hand, declined insofar as the higher cost of debt was more than offset by lower average debt.

The Group’s net profit at 30 September 2024, after minority interests, was positive for € 59.3 million, down by approximately € 7 million compared with € 66.3 million in the first nine months of 2023, of which approximately € 5 million arising from the non-ordinary dynamics described previously and the remaining € 2 million resulting from a greater share of the profit attributable to minority interests (€ +1.3 million) and higher tax expense.

The tax component for the first nine months of FY 2024 are, in fact, negative for € 21.6 million compared with € -20.5 million at 30 September 2023: the 2023 result had, in fact, benefited from the recognition of non-taxable income or income subject to reduced taxation such as the capital gains arising from the sales of magazines and of the investment in SEE, as well as the contributions in the Media area.

Adjusted Net Profit, neutralised of the extraordinary components (including capital gains) and amortisation deriving from the purchase price allocation of the companies acquired, would be € 63.2 million, essentially stable compared with the € 62.8 million of the same period of the previous year.

Net Financial Position net of IFRS 16 at 30 September 2024 was € -150.9 million (net debt), essentially unchanged compared with the € -152.3 million at 30 September 2023; the significant cash generation of the business made it possible to finance the acquisitions of Star Shop and Chelsea Green Publishing and to increase remuneration of shareholders without increasing the Group’s financial exposure.

Net Financial Position gross of IFRS 16 at 30 September 2024 stood at € -229.7 million (net debt), up by approximately € 6 million from € -223.9 million at 30 September 2023, due to an IFRS 16 debt component of € -78.8 million, up by approximately € 7 million due to the renovation and development of the network of directly-managed book stores in the Retail area in addition to the acquisitions finalised in 2024 in the Trade Books area.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) in the twelve months prior to 30 September 2024 amounted to € 67.3 million.

At 30 September 2024, extraordinary cash flow of the twelve months previous was negative by approximately € 29 million, mainly due to cash-outs related to net balance of acquisitions and disposals for around € 15 million, restructuring costs for around € 6 million and the renovation of the Segrate headquarters for approximately € 4 million.

As a result, Free Cash Flow LTM at 30 September 2024 – positive for € 38.1 million – reflected the ongoing efficiency of the Group’s structures and confirmed its capacity to self-finance its inorganic growth policy.

Finally, during the period under review, the Mondadori Group recorded dividends for its shareholders for approximately € 31 million (of which 50% already distributed on 22 May 2024 and the remaining € 15.5 million assigned for payment on 20 November 2024).

Outlook for the year

In light of the results achieved in the first nine months of FY and the reference markets scenario, the Mondadori Group confirms the previously communicated guidance for the 2024 financial year.

Income Statement:

• low single-digit revenue growth;
• mid single-digit growth in the Adjusted EBITDA, with margins expected to remain stable at around 17%; this result is due to targeted pricing policies and a further reduction of paper and printing costs.

Financial data

In FY 2024, the Group confirms its significant cash generation capacity and therefore an estimated Ordinary Cash Flow of around € 70 million.

Performance of Business Areas

Trade Books Area

During the first nine months of the year, the book market showed essential stability (-0.5%[1] compared with the previous year).

In this context, the Mondadori Group’s publishing houses recorded a significantly better result than the reference scenario, with overall growth in the first nine months of 1.5% – even more significant in the third quarter alone (+3.6%) – thanks, in particular, to the excellent performance of sales of Italian fiction.
This performance has allowed the Mondadori Group to strengthen its national leadership with a market share of 28%.

As proof of the quality of the publishing plan and the depth and assortment of its catalogue, during the first nine months of the year, the Mondadori Group was able to place 4 titles in the top ten best-sellers list[2]. In addition, in July the Mondadori Group, through the Einaudi publishing house, won the 78th edition of the Strega Prize with “L’età fragile” by Donatella Di Pietrantonio.

During the first nine months of FY 2024, Trade Books area revenue came to € 281.9 million, showing growth of 7.5% (+0.7% like-for-like) compared with € 262.4 million for the same period of the previous year.

Adjusted EBITDA of the Trade Books area for the first nine months of 2024 came to € 42.2 million, showing margin growth of around 3% (€ 1.2 million), due to the improved profitability of the publishing houses, as a result in particular of the growth of digital revenue and lesser incidence of industrial costs (paper, first and foremost), which more than offset the decline in the margin recorded for museum activities.

Education Books Area

The Textbooks market (primary and secondary schools) reported a reduction of 1.5% in the total number of students (sharper in primary school), due to the demographic trend recorded in Italy.

In the first nine months of FY 2024, the Mondadori Group school textbook publishing houses achieved a market share (adoptions) of 31.8%, stable compared with the previous year and thereby confirming its leadership at national level. This result is due to growth in the secondary school segment (middle and upper schools) and a downturn in the primary school segment, characterised by greater volatility and lesser profitability.

In the first nine months of 2024, the area’s business recorded total revenue of € 213.9 million, slightly down (- 0.7%) versus € 215.5 million of the same period in 2023.

Adjusted EBITDA for the Education Books area came to € 73.8 million, in line with the € 73.9 million recorded in the same period of the previous year: the limitation of operating costs made it possible to offset greater logistics costs for € 1.9 million and the loss of margin deriving from the lesser revenue.

Retail Area

As already mentioned, the book market in Italy at end-September recorded a slight overall decline (-0.5%[3]) compared with the same period of 2023; growth of the physical channel (+1.1%); negative performance of the on-line channel (estimated at -3.3%).
In this context, the Retail area continued to outperform the market; Mondadori Retail’s market share in the Book product stood at 13.2%, an increase compared with 30 September 2023, driven by an excellent performance of both direct and franchise stores and good performance of the on-line channel.

Total revenues (book and non-book) amounted to € 143.8 million, an increase of € 10.4 million (+7.8%) compared with € 133.4 million compared to the same period of the previous year.
On an organic level (i.e. net of revenue from Star Shop, consolidated in this area as of 1 February 2024) the growth was 2.6%. The growth in revenue on an organic level would have been even more significant (+3.8%) without the impact of the temporary closures (due to renovation work) of the bookstores in Marcianise and Nola, which weighed on revenue for over € 1.6 million in the first nine months of the current financial year.

An analysis of sales by channel compared with the previous year reveals:

• further growth in revenue of direct bookstores (+5.3%);
• the continuous growth of franchisee bookstores (+3.1%);
• a slight decline in the on-line channel (-4%);
• the positive impact of revenue deriving from the management (direct and franchised) of Star Shop comic book stores and e-commerce website;
• the decline in revenues of Bookclub.

During the first nine months of the current year, the Retail area presented Adjusted EBITDA of €9.4 million (net of the Star Shop comic book stores margin impact), and highlighted significant growth, of 12.8%, compared with the first nine months of 2023 (€ +1.1 million). This result confirms progression and constant improvement in performance seen for several years now.
Adjusted EBITDA also suffered the negative impact (€ 0.6 million) of the specified restoration projects, without which Adjusted EBITDA growth would have been around 20% (€ +1.7 million) compared with the same period of the previous year.

Media Area

During the first eight months of FY 2024, the advertising market recorded an increase of 7.6% compared with the previous year; in this context, the digital segment grew by 5.5% while magazines declined by 1.4%[4]. The magazines circulation market declined by 6.7%[5] and add-on products recorded a reduction of 10.1%[6].

In the first nine months of FY 2024, revenue in the Media area amounted to € 106.4 million, and posted an increase of around 5% since the previous year, stemming from the strong growth in the Digital component, which continues to offset the structural downturn of the component linked to traditional activities. Specifically:

• the digital business (approximately 43% of the area’s total revenue) has shown growth in advertising revenue of 24.5%, resulting in particular from the positive performance of the MarTech segment and the excellent results of the social agency and Webboh;
• the traditional print business declined by 6.9%, mainly due to the structural drop in add-on sales and readership during the quarter under review.

Adjusted EBITDA for the Media area came to € 12.8 million in the first nine months of FY 2024, showing growth of approximately 25% compared with the previous year, mainly due to the digital business. The EBITDA margin recorded an increase of 2 percentage points, from 10.1% to 12%.

Consolidated financial highlights of third quarter 2024

The consolidated revenue of the third quarter of 2024 came to € 318.7 million, essentially stable compared with the same quarter of the previous year: like-for-like, the organic performance of revenue recorded a slight downturn of 2%.
Adjusted EBITDA was € 92.4 million, an increase of almost € 1 million on the € 91.1 million recorded for the third quarter of 2023.
The quarter’s EBITDA came to € 91.8 million (€ 91.1 million in Q3 2023), revealing that, despite the lesser non-recurring income, there had been an improvement of € 0.6 million that reflects the positive operating trend.
EBIT of € 75.6 million was reported, showing a slight reduction of € 0.9 million compared with the same period of the previous year. Despite the positive operating performance of all business areas that had led to an improvement in the profitability of the Group, the higher depreciation and amortisation recorded, in the amount of € 1.6 million, as a result of the growing investments and the PPA process, resulted in this downturn compared with the previous year.
Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last 5 years (PPA), Adjusted EBIT would stand at € 78.4 million, up by approximately € 0.5 million compared with the third quarter of 2023.

Start of share buyback program to service the 2024-2026, 2023-2025 and 2022-2024 performance share planstart of share buyback program to service the 2024-2026, 2023-2025 and 2022-2024 performance share plans

The Board of Directors 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 24 April 2024 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. 1,018,196 shares required over the three-year period to meet the obligations under the 2024-2026 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 2022-2024 Performance Share Plan and the 2023-2025 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 2024-2026 Performance Share Plan, the 2023-2025 Performance Share Plan and the 2022-2024 Performance Share Plan.

• Maximum amount in cash allocated to the plan

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. 720,000 ordinary shares (equal to 0.275%) of the share capital, taking account of the treasury shares already held in the Company’s portfolio, to service the aforementioned Performance Share Plans, 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 24 April 2024, taking account also of the no. 548,471 treasury shares, equal to 0.209% of the share capital, already held by the Company to date.

• Duration of the plan

The buyback program runs from 21 November 2024. The conclusion of the program, in any case by the Shareholders’ Meeting convened to approve the financial statements at 31 December 2024, the date on which authorisation to purchase treasury shares resolved by the Shareholders’ Meeting of 24 April 2024 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 Issuers’ 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 24 April 2024.
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).

Convening of the extraordinary shareholders meeting for the proposed supplementation of the company’s bylaws. notice of publication of documents

The Board of Directors has also convened the Extraordinary Shareholders Meeting for 18 December 2024 (19 December in the event of a second call) to resolve on a proposal to supplement the company’s bylaws. The supplement regards, in execution of the provisions introduced by art. 11 of Italian Law no. 21 of 5 March 2024 (the “Capital Markets Law”), the attribution to the Board of Directors of the faculty to determine that intervention and exercise of voting rights in shareholders’ meetings may also take place exclusively through the Company’s appointed representative in accordance with Article 135-undecies.1 of Italian Legislative Decree no. 58 of 24 February 1998.
The notice calling the shareholders’ meeting and the Directors’ Explanatory Report are available to the public, in accordance with articles 125 bis and 125 ter of Italian Legislative Decree no. 58 of 24 February 1998, on the Company’s website www.mondadorigroup.com (Governance/Shareholders’ meeting section) and on the authorised storage mechanism 1Info at www.1info.it. The Call notice is also published in extract form, on 14 November, in the newspaper “il Giornale”.

The Interim Management Statement at 30 September 2024 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 30 September 2024, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section).

A Q&A session will be held in conference call mode at 3.30 p.m. 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 Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – III quarter
4. Group cash flow
5. Glossary of terms and alternative performance measures use

The Mondadori Group reports that Mondadori Libri S.p.A. has signed mutual put and call options over a 10% stake in the share capital of Adelphi with Josephine Calasso – holder of a total shareholding of 23.88%.
The put/call options will be exercisable as of May 2027 at an exercise price reflecting an equity value for 100% of Adelphi of € 50 million.

“I chose the Mondadori Group because I care about the future of Adelphi, because it has proved to be a straightforward and transparent interlocutor, and because I truly believe that its proximity can make a valuable contribution to the evolution and growth of our publishing house, thanks to its skills, proven management expertise, size and, above all, the open manner of interaction and appreciation it has always shown towards publishing houses”, commented Josephine Calasso.
“I trust that this decision will be appreciated by the other shareholders, also with a view to restoring balance to the ownership structure, and am certain it will help make my dream for an Adelphi led by Roberto Calasso’s heirs, come true, as it looks forward to a bright future, worthy of its history, which can be seen in the extraordinary catalogue, my father’s legacy”, concluded Josephine Calasso.

“The agreement defined stems from a recognition and appreciation by the Mondadori Group of the extraordinary unique value of Adelphi, one of Italy’s true cultural assets. It is, for us, therefore a great honour to have been offered the chance to be part of its ownership structure in the future: we do so with the aim, together with all the other shareholders, of supporting its natural evolution and with a view to creating further value”, declared Antonio Porro, Chief Executive Officer of the Mondadori Group. “All this while leveraging the fully shared vision, which sees the identity of the catalogue and the autonomy and independence of the publishing choices as the essential cornerstones in the development of a major, historic publishing house, in complete coherence with our philosophy whereby each publishing context is encouraged to preserve its identity and its own, specific characteristics”, Antonio Porro stressed. “Ultimately, we seek to make a contribution and share an inclusive path in due time with all those wishing to collaborate on the project for further enhancing the value of one of Italy’s most prestigious publishing houses”.

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2024, 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 2024 presented by CEO Antonio Porro.

“The first half of 2024 ended with solid operating and financial performance, which allows us to confirm our forecasts for FY 2024. The growth recorded by the Trade Books and Retail business units was higher than that of the Book market, with a consequent increase in the market shares in the respective areas. We also continued to develop our core businesses, focusing in particular on consolidating the Mondadori Group’s leadership in book publishing, thanks to the finalisation of the acquisition of 51% of Star Shop and the conclusion of the acquisition of 100% of Chelsea Green Publishing, which strengthens our presence in the United States and the United Kingdom”, commented Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “During the period, the Group also launched the PLAI, the start-up accelerator with which we aim to play a leading role in the ecosystem of generative artificial intelligence in the publishing industry”, concluded Porro.

Performance at 30 June 2024

Net consolidated revenue in the first half of 2024 amounted to € 387.2 million and showed growth of 6.8% compared to € 362.4 million in the first half of 2023. Net of the change in consolidation scope between the two periods under review, resulting from the consolidation of the company Star Shop (from 1 February 2024) and of Chelsea Green Publishing (from 1 May 2024), organic revenue growth was 3.8%.

Adjusted EBITDA for the first half of 2024 was € 40.9 million, up 7% compared to € 38.2 million in the first half of 2023, mainly thanks to the Trade Books, Retail and Media areas.

EBITDA in the first half of 2024 amounted to € 42.4 million, compared to € 40.3 million in the first half of 2023, which had benefited from the net capital gain (€ 2.9 million) linked to the sale of the brands Grazia and Icon. The improvement shown of around € 2.1 million is attributable to the favourable trend in the operating components and the recognition in the current year, in the Media area, of the release of certain provisions for risk allocated to cover liabilities that did not ultimately arise.

The Mondadori Group’s EBIT for the first half of 2024 was positive for € 12.7 million, a slight decrease (€ -1.2 million) compared to the same period in 2023, caused by higher amortisation and depreciation recorded in the period in question, for approximately € 3 million.

Neutralising extraordinary items and the impact of the Purchase Price Allocation (PPA) process, the adjusted EBIT for the period was € 15.4 million, up by approximately 5% compared to € 14.7 million in the first half of the previous year.

Financial charges recorded an overall increase of € 0.2 million, despite a reduction in bank expenses, caused by higher IFRS 16 debt.

The consolidated result before tax in the first half of FY 2024 was positive for € 9.4 million, compared to € 12.3 million in the corresponding period of 2023. The decrease of approximately € 3 million is attributable to the above dynamics, as well as the lower contribution – approximately € 1.6 million – from the earnings of associates, which in the first half of 2023 had benefited from the fair value revaluation (€ 1.3 million) of the investment in the company A.L.I. and the net capital gain (€ 0.4 million) arising from the sale of the investment in SEE (publisher of il Giornale).

The Group’s net profit in the first half of 2024, after minority interests, was positive for € 7.1 million, down by approximately € 5 million compared to the € 12.2 million in the first half of 2023. This decrease is attributable for approximately € 3 million to the non-ordinary dynamics described previously and, for the remaining € 2 million, to a greater share of the profit attributable to minority interests (€ +0.7 million) and higher tax expense.

The tax component for the first half of 2024 amounted to € -1.4 million compared to € +0.1 million in the same period of 2023: the result from the first half of 2023 had benefited from the recognition of non-taxable income or income subject to reduced taxation such as the capital gains arising from the sales of magazines and of the investment in SEE, as well as the contributions in the Media area (in FY 2023 not subject to taxation).

The Adjusted Net Profit, having neutralised extraordinary items (including capital gains) and the impacts deriving from the PPA process, was € 9 million, approximately 6% higher than € 8.5 million in the first half of 2023.

Net Financial Position excluding IFRS 16 at 30 June 2024 was € -211.9 million (net debt), an improvement of approximately € 3 million compared to € -215.2 million in the first half of 2023, due to significant cash generation by the business and despite the recognition of about € 31 million in dividends – of which 50% has already been distributed – and the cash-out for the acquisitions of Star Shop and Chelsea Green Publishing.

Net Financial Position gross of IFRS 16 at 30 June 2024 stood at € -293.3 million (net debt), from € -285.5 million at 30 June 2023, due to an IFRS 16 debt component of € -81.4 million, up by approximately € 11 million due to the renovation and development of the network of directly-managed bookshops in the Retail area, as well as acquisitions (particularly with reference to the Star Shop comic shops) finalised in 2024.

Cash flow from ordinary operations (after cash-out for financial expense and tax) in the twelve months prior to 30 June 2024 amounted to approximately € 67 million and allows the Group to continue to strengthen its financial structure.

At 30 June 2024, extraordinary cash flow was negative by approximately € 28 million, mainly due to net cash-outs related to merger & acquisition activities (around € 15 million), restructuring costs (around € 6 million) and the renovation of the Segrate headquarters (approximately € 3 million).

Free Cash Flow LTM at 30 June 2024, positive for € 39 million, confirmed the ongoing efficiency of the Group’s structures and resulting capacity of the Group to finance its growth policy by external lines.

Outlook for the year

In light of the results achieved in the first six months, the outlook for 2024 remains confirmed.

Income Statement

• low single-digit revenue growth;
• mid single-digit growth in the Adjusted EBITDA, with margins expected to remain stable at around 17%, thanks to targeted pricing policies and the further reduction of paper and printing costs.

Financial data

In the financial year 2024, the Group is expected to confirm the significant cash generation capacity and therefore an Ordinary Cash Flow of around € 70 million, despite higher investments for approximately € 4 million allocated to the renovation and energy efficiency measures of a printing facility of the Group, including from a sustainable perspective.

Performance of Business Areas

Trade BOOKS Area

The first six months showed a substantially stable trend on the book market in terms of value compared to the previous year (-0.1%): following the drop in the first part of the year, attributable to the comparison with 2023 which had benefited from the publication of “Spare. Il minore” (Spare) (Mondadori), the second quarter of 2024 recorded 4.1% growth in terms of value.

In this context, the publishing houses of the Mondadori Group recorded, in the second quarter, growth of 7.6%, nearly twice as much as the reference market: thanks to this performance, the Group reported growth across the entire six months of 1% and strengthened its national leadership with a market share in June 2024 of 27.7% (27.4% in June 2023).

As proof of the quality of the publishing plan and its catalogue, during the first six months of the year, the Mondadori Group was able to place 6 titles in the classification of the top ten bestsellers. We also note that in July the Mondadori Group, through Einaudi, won the 78th edition of the Strega Prize with “L’età fragile” by Donatella Di Pietrantonio.

Revenue in the first half of 2024 in the Trade BOOKS area amounted to € 188.5 million, recording growth compared to the previous year of approximately 9% (+3.4% on a like-for-like basis).

Adjusted EBITDA in the first six months of FY 2024 stood at € 27.7 million, an increase of € 1.5 million (+5.6%) compared to the first six months of 2023, largely due to the improved profitability of the publishing houses, deriving in particular from higher digital revenues and lower industrial costs (primarily paper).

Education BOOKS Area

School textbook publishing experiences a typical seasonal performance that sees sales squeezed into the second half of the year following the adoption campaign: as a result, the relating market shares for 2024 are unavailable at this time.

In the first six months of 2024, the school textbooks business reported overall revenue of € 61.1 million (€ 57.9 million in the corresponding period of 2023), increasing by 5.7% due to the advance on supplies to top accounts.

Adjusted EBITDA in the Education BOOKS area in the first half of 2024 stood at € 1.9 million, down on the € 2.3 million recorded in the first half of 2023, mainly due to the advanced production of the new textbooks made available to the sales network to support their promotion.

RETAIL Area

The RETAIL area showed 2.3% growth in the sell-out of the Book product in the first half of 2024, outperforming the market; as a result, the market share of Mondadori Retail rose to 12.7% (+0.3% compared to 30 June 2023), driven by an excellent performance of the direct and franchised retail outlets and a good performance of the online channel.

The renovation and development of the network of direct bookshops continued, numbering 47 units at the end of June 2024. For the franchised stores the progressive focus on the Bookstore format continued – with medium-sized bookshops offering considerable turnover – as did and the opening of new shops and the refitting of existing ones.

In the first six months of the year, the RETAIL area recorded revenue for € 91.4 million, with an 8.9% increase (€ +7.5 million), which is 3.6% net of the revenue of the Star Shop comic shops, consolidated from 1 February 2024. The organic growth would have been 4.9%, without the negative effect of the temporary closure of the Bookstore in Marcianise (CE) – subject to renovations, but already reopened by mid-July – which accounted for over € 1 million in lost sales in the first half of the current year.

An analysis of sales by channel in the first six months of 2024 shows a further increase in revenue from directly managed bookstores (+6.6% compared to the same period in the previous year) and from franchised bookstores (+4% compared to the first half of 2023) and, at the same time, a substantial stability in the online channel.

The Book area, which is the Mondadori Group’s core business, was the main component of product revenue (more than 80% of the total), up comprehensively by 3.9% on the first half of 2023.

The RETAIL area posted a positive Adjusted EBITDA for € 5.3 million, + 25.5% compared to the first half of 2023.

MEDIA Area

The advertising market (excluding searches, social networks, classified and OTT) in the first five months of 2024 showed an increase of 4.5% compared to the previous year. The magazine circulation market dropped by 6% and the add-ons market by 12.3%.

In the first half of 2024, revenue in the MEDIA area amounted to € 72 million, and posted an increase of 5% since the previous year, stemming from the strong growth in the digital component, which, for the first time, more than offset the structural downturn of the component linked to traditional activities.

Digital activities, which account for approximately 43% of the area’s total revenue, showed a 26.5% growth in advertising revenues, resulting in particular from the positive performance of the MarTech segment and the excellent results of the agencies and Webboh, operations for which began at the start of 2023; the traditional print business declined by 7%, mainly due to the structural drop during the six months in add-on sales and readership, which nevertheless showed an improvement in the second quarter compared to the trend of the first quarter.

The Adjusted EBITDA for the MEDIA area in the first half of 2024 amounted to € 10.1 million and showed approximately 12% growth compared to the corresponding period in 2023 attributable to the segment of digital activities. The EBITDA margin for the area rose from 13.1% to 14.1%.

The presentation of the results at 30 June 2024, approved today by the Board of Directors, is available on www.1info.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 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 Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – II quarter
4. Group cash flow
5. Glossary of terms and alternative performance measures used

Changes in the reports were calculated on amounts expressed in Euro thousands

The Mondadori Group announces today that essential terms and conditions have been defined for the acquisition, by its subsidiary Mondadori Media, of 51% of the share capital of Waimea S.r.l., that holds all the intellectual property and economic exploitation rights pertaining to the image of Benedetta Rossi and Marco Gentili. Waimea is 97.9% owned by Benedetta Rossi and Marco Gentili (individually and through the company Maui Media) and 2.10% in equal amounts by Emiliano Messeni and Marco Iacobellis.

Benedetta Rossi is Italy’s best-known creator in the food & cooking sector. Her content creation activities range from the digital sphere – where she has a total social media fan base of over 17 million followers and 4 million unique monthly users of her website (Audiweb, May 2024) – to traditional media including, in particular, TV, where she has for many years starred in various programmes dedicated to cooking. Benedetta Rossi is also the most important cookbook author of recent years, with 9 books published with the Mondadori Group between 2016 and 2023, selling over 1.5 million copies in total.

As a result of this transaction, through the coordinated and synergistic management of activities linked to the Fatto in casa da Benedetta and GialloZafferano brands, the Mondadori Group intends to create the leading multimedia player in the food & cooking sector, both in digital and traditional media. The more than 87 million followers worldwide that Benedetta and GialloZafferano together will be able to reach will make them the world’s second most important social media operator in the food & cooking sector (internal processing of market data).

Antonio Porro, CEO of the Mondadori Group, commented: “Welcoming Benedetta Rossi and her brand into the perimeter of the Mondadori Group will allow us to achieve synergies on different levels: audience, content production and, more generally, know-how, particularly through a series of initiatives that will involve our different business areas. As a result of this acquisition, we are certain to become one of the leading global multimedia players in the food & cooking sector, an area of national pride”.

Benedetta Rossi commented: “We have been working with the publishing houses of the Mondadori Group for many years and have established a strong relationship of trust. Given Mondadori’s significant digital experience in the food sector, when with Marco we took the decision to strengthen our structure with a view to consolidating what we had achieved, and lay the foundations for a further development phase, it came naturally to think of the Mondadori Group as the best business and strategic partner”.

Future development will rest on the centrality of Benedetta Rossi as the person who can guarantee quality and reliability. The strategic partnership is also intended, through greater investment aimed at growing the company through which Benedetta currently operates, to broaden the media success already achieved in the food & cooking sector into new neighbouring sectors and towards new opportunities, even by diversifying the current business model.

The transaction involves the initial acquisition by Mondadori of 51% of the share capital of Waimea – whose revenues and EBITDA in 2023 amounted to € 4.5 million and € 2.7 million respectively – on terms that reflect an Enterprise Value (for 100% of the company) of € 13.5 million, on a cash&debt free basis. Consequently, the price, which will be paid in full in cash on the closing date, is € 6.9 million. The terms of the transaction also provide for a variable component (so-called earn-out) – to be defined on the basis of the results of the two-year period 2023-2024 and of the financial year 2026 – the value of which, also due a contractual “cap” mechanism, is expected to reach a total amount not exceeding € 3.2 million. Following the acquisition, the ownership structure of Waimea will see Mondadori Media holding 51% and Benedetta Rossi and Marco Gentili (through Maui Media) 49%.

The agreements signed also provide for put & call options on a further 19% stake in Waimea’s share capital (exercisable after the approval of the 2028 financial statements), the exercise terms/strike price of which are linked to Waimea’s performance (turnover and EBITDA) in 2028. Exercising these options would allow Mondadori Media to increase its stake in the company to 70%, while keeping Benedetta Rossi and Marco Gentili shareholders at 30%, consistent with the long-term strategic partnership established by the transaction.

Benedetta Rossi and Marco Gentili will remain directors with full autonomy in the management of the business. Advertising sales will continue to be managed by the advertising concessionaire Talks.
Finalisation of the offer documentation and closing of the transaction are expected to take place by the end of 2024 and will be promptly disclosed to the market.