1 Gruppo Editoriale L Espresso Società per azioni Annual Report 2005
4 Gruppo Editoriale L Espresso Società per azioni Annual Report 2005
6 Gruppo Editoriale L Espresso Contents Financial Highlights 9 Report of the Board of Directors Adoption of International Financial Reporting Standards 13 Operating performance and consolidated results at December 31, Results by area 15 Subsequent events and outlook 19 Consolidated results at December 31, Results of the Parent Company Gruppo Editoriale L Espresso SpA 27 Proposal of allocation of 2005 Net Profit 31 Information required by Consob - Resolution n Consolidated Financial Statements at December 31, 2005 Balance Sheet 44 Income Statement 45 Statement of Cash Flows 46 Statement of changes in the Shareholders Equity 47 Notes to the Consolidated Financial Statements 51 Attachments 102 Transition to IFRS 109 Report of the Independent Auditors 123 Financial Statements of Gruppo Editoriale L Espresso SpA at December 31, 2005 Balance Sheet 126 Income Statement 127 Statement of Cash Flows 128 Statement of changes in the Shareholders Equity 129 Notes to Financial Statements of the Parent Company 133 Transition to IFRS 175 Report of the Independent Auditors 189 Report of the Board of Statutory Auditors 193 Reclassified summary financial data of subsidiaries 199 Report on Corporate Governance 203
8 Gruppo Editoriale L Espresso Company Gruppo Editoriale L Espresso Società per Azioni Share Capital Euro 65,071, Tax ID and Rome Company Register no VAT no Registered office Rome, Via Cristoforo Colombo, 149 Secondary office Rome, Via Cristoforo Colombo, 90 Board of Directors: Chairman Managing Director Directors Excutive Committee: Board of Statutory Auditors: Chairman Auditors Indipendent Auditors Carlo Caracciolo Marco Benedetto Oliviero Maria Brega Cristina Busi Giulia Maria Crespi Mozzoni Carlo De Benedetti Rodolfo De Benedetti Francesco Dini Pierluigi Ferrero Milvia Fiorani Franco Girard Paolo Mancinelli Gianluigi Melega Alberto Milla Piero Ottone Alberto Piaser Vittorio Ripa di Meana Carlo Caracciolo Marco Benedetto Oliviero Maria Brega Rodolfo De Benedetti Alberto Piaser Vittorio Bennani Claudio Berliri Federico Gamna PricewaterhouseCoopers SpA
10 Gruppo Editoriale L Espresso Financial Highlights Consolidated operation data ( million) Revenues 1,081 1,080 Gross operating income Operating income Pre-tax profit Net profit Consolidated financial data ( million) Jan. 1, 2005 Dec. 31, 2005 Net capital employed Shareholders Equity (incl. minority interests) Group Shareholders Equity Minority interests Net financial position (143) (253) Dividends distributed (47) (56) Personnel Employees at year-end 3,271 3,397 Average number of employees 3,204 3,389 Main ratios ROS 17.8% 16.4% ROCE 30.1% 21.8% ROE 20.0% 20.7%
12 Report of the Board of Directors
14 Report of the Board of Directors 13 Report of the Board of Directors at December 31, 2005 Adoption of International Financial Reporting Standards In the preparation of the Consolidated Financial Statements and the statutory accounts of the Parent Company and its subsidiaries at December 31, 2005, the Espresso Group adopted international accounting principles (International Financial Reporting Standards, IFRS). To allow a like-for-like comparison with figures for the previous year, the financial statements at January 1, 2004, December 31, 2004 and January 1, 2005, were restated under IFRSs. Independent auditors PricewaterhouseCoopers SpA issued their Auditors Report on the above restated accounts. The adoption of IFRSs had a positive impact on the results of the Group. The most relevant one is represented by the book value of intangible assets (publications, trademarks and radio and television frequencies), that are no longer amortized but subject annually to an impairment test. In the opening Balance Sheet at January 1, 2004, as the fair value was considerably higher than the book value, the historical cost of such items was restored and accumulated amortization was reversed, resulting in an increase in the Shareholders Equity. The table below shows the main effect of the adoption of IFRSs on the 2004 Financial Statements mn Italian GAAP IFRS Sales 1, ,080.7 Operating income Pre-tax profit Net profit Shareholders Equity * Net financial position (131.1) (143.2)* * At January 1, The analysis below makes reference to 2004 figures under IFRSs. Operating performance and consolidated results at December 31, 2005 The Espresso Group closed 2005 reporting a consolidated net profit of million, up 17.7% on 98.9 million in 2004, thanks partly to the lower tax expense (due to lower current taxes and higher deferred tax assets) in connection with the merger into Elemedia (formerly Kataweb) of radio broadcasting and Internet activities. Consolidated revenues, including revenues for nine months of 2005 of TV network All Music, acquired in April and accounting for 13.7 million, amounted to 1,079.9 million, in line with 1,080.7 million in Consolidated gross operating profit amounted in 2005 to million, down from million in the previous year, while the consolidated operating profit declined from million (17.8% on sales) in 2004, to million in 2005 (16.4% on sales). The decline is due exclusively to lower sales and margins on add-on products sold with Group publications which, though registering also in 2005 a strong sales performance, were lower than in 2004 when they were affected by the unrepeatable success of the l Enciclopedia di Repubblica series and the La Storia collection of books. With the exception of add-on products, all activities of the Group registered profits in line or improving on the previous year, with margins reflecting the same performance. This was possible thanks to the completion of the full color project investments, the decision to manage internally the production of some printing plants, ongoing efforts to improve the efficiency of processes and extraordinary grants on paper purchases which are no longer expected to be received in Net financial indebtedness of the Group at December 31, 2005 was equal to million, up from million at January 1, 2005, after the distribution of 55.8 million in dividends, the capital expenditure of 63.7 million, of which 21.4 million relating to television frequencies, and the acquisition of TV network All Music ( 115 million).
15 14 Report of the Board of Directors Consolidated Shareholders Equity grew from million at January 1, 2005, to 550 million at December 31, The Espresso Group has completed its multimedia presence with the acquisition of All Music and is today able to reach the public with its contents through several platforms and with different ways to enjoy contents in time. A first example of multimedia synergy is represented by RadioTV Repubblica, that has been broadcasting for close to a year on the Internet live audio-video information and in-depth analysis programs produced by la Repubblica and Radio Capital s editing and correspondents. Since a few weeks it is also possible to follow one of Radio Deejay s most successful programs (Deejay chiama Italia) not just on radio but also on All Music s analog frequencies, on Deejay Television s satellite broadcast and on internet. At the same time it is now possible to download audio and video programs (podcasting) at a later time than the actual broadcasting. The first cases are RadioTV Repubblica, Deejay chiama Italia program, which is the most downloaded file from the itunes Store, All Music s I Diari and some of Radio Deejay s radio programs. Advertising revenues for the Group grew in 2005 by 7.2% to million. In comparable terms excluding advertising sales of All Music and those made on third parties media the increase in the year is equal to 5.6% (as compared with 2.1% in 2004 on 2003 sales), thanks particularly to commercial advertising of la Repubblica (up 9.3%), of radio stations (up 10.5%), achieved despite a downturn in the market and of internet (up 47.6%). In 2005 add-on products confirmed their structural role in the activities of the Group. In the year, 45 new sales initiatives were launched, as compared with 35 in 2004, while sales reached over 24 million copies of books, DVDs and other products. Circulation of Group newspapers and periodicals was stable: la Repubblica sold an average of 626 thousand copies per issue, local newspapers an average of 483 thousand and L espresso an average of 391 thousand copies per week. According to market polls carried out by Audipress, the number of readers of Group newspapers (local and national) grew by 2.8%. La Repubblica continued to rank first in terms of readers among information newspapers in Italy, with an average of close to 3 million daily readers. Circulation revenues were negatively affected by 7 days of strike called by journalists in the context of negotiations for the renewal of the contract for the category. In the radio sector, Audiradio figures for 2005 show a growth of Radio Deejay which confirmed its ranking as the radio station with the largest weekly audience, with an average of 13.4 million, and that with the largest daily audience among private radio stations, with 5.6 million listeners. Among the Group s radio station, m2o registered the strongest growth reaching an average daily audience of over one million listeners (up 11%) and a weekly audience of 2.8 million (up 23.5%). Radio Capital also registered an improvement, with an average daily audience of close to 2 million listeners (up 2%) and an average weekly one of 6.3 million (up 12.3%). In the internet area, Repubblica.it confirmed its leadership position among domestic information sites with over 24% more unique users per month than the previous year, up from an average of 3.8 million in January to 4.7 million in December. The success of the site contributed to the Group s internet site network to exceed at the end of the year the 7.7 million unique users mark and million page views (source: RedSheriff). At the end of the year the Group employed 3,397 persons, 126 more than the 3,271 at the end of 2004 due to the inclusion of personnel of newly acquired TV network All Music (110 employees), and the decision to manage directly printing activities of the Padua printing center, with the consequent hiring of personnel formerly working for a cooperative.
16 Report of the Board of Directors 15 Results by area Repubblica Division mn % change Revenues % Operating and personnel costs (436.2) (429.6) -1.5% Gross operating income % Depreciation, amortization and write-downs (16.0) (14.0) -12.6% Operating income % Employees Figures for the division include the share in revenues and costs of the Parent Company that may not be attributed to a specific activity In the year the Group introduced many changes to its newspapers which include the new graphic design consequent to the introduction of full color printing, the launch of the l Almanacco dei libri, a book review, la Domenica di Repubblica supplements, a Sunday magazine that marks the introduction in Italy of an editorial format customary in the international press and the publication of monthly magazine XL, focusing on issues of interest for a young audience (music, cinema, technology and trends). As a result of the strong success with the public, la Repubblica s site accelerated the adoption of technologies allowing to provide users with multimedia information publications and products that include audio and video articles, radio broadcasting, an audio gallery and news broadcasting. By providing more advertising space and new color formats, the growth in la Repubblica s advertising revenues, at 8.2% (including local edition), was almost two percentage points higher than that of the average of national newspapers, as compared with a 6% growth in advertising revenues for the overall market (source: FCP, December). The year was furthermore characterized by a strong recovery of advertising on the newspaper s supplements that registered an overall growth of 7.5%. In the year, add-on products sold in conjunction with la Repubblica registered sales of over 16.5 million copies, helped by the success of the three collections launched in 2005 L Italia, Le Religioni and La Scienza that sold over 7.5 million copies. Two new collections were launched in December: the Grande Enciclopedia dei Ragazzi whose first issues reached sales of 180 thousand copies, and the L Enciclopedia della Cucina Italiana series that sold out all of the 260 thousand copies of the first non-complimentary issue and went into reprint. As already pointed out in this report, it has not however been possible to achieve sales and profits in line with the previous year, boosted by the unrepeatable success of the l Enciclopedia di Repubblica and La Storia series. The profitability of the division remains however high, with an operating margin on sales of 15.3%, unchanged from the previous year. Periodicals Division mn % change Revenues % Operating and personnel costs (103.2) (117.6) +14.0% Gross operating income % Depreciation, amortization and write-downs (0.6) (0.8) +31.1% Operating income % Employees Figures for the division include the share in revenues and costs of the Parent Company that may not be attributed to a specific activity The division includes weekly magazine L espresso, monthly magazine National Geographic, the two quarterly magazines Limes and Micromega and The Guide Books of L espresso. The issue dated September 30 marked L espresso s 50th anniversary, publishing for the occasion a collection of 5 volumes dedicated to those articles and photos that made it a reference point in the political and social history of Italy.
17 16 Report of the Board of Directors To face the growing competition of the market for add-on products, the Group s magazines focused more closely on the quality of publications and the choice of new titles. The strategy followed resulted in a further increase in revenues and copies of add-on products sold (6.4 million), though margins were negatively affected by higher launch and production costs. Despite difficulties encountered in the market for news magazines, circulation of L espresso remained constant over the months at around 391 thousand copies per week. This performance was favored by in-depth journalistic enquiries made in The contribution of other periodicals continues to be positive both in terms of circulation and margins. Monthly magazine National Geographic sold an average of 126 thousand copies per issue, while magazines Limes and Micromega recorded a circulation of respectively 17 thousand and 16 thousand copies per issue. In 2005, the operating profit of these publications was equal to about 1.7 million. The overall profit of the division was negatively affected by the poor performance of bi-monthly magazine TvMagazine that, in a crowded and very competitive market, did not manage to gain ground and has therefore discontinued publication after the last issue in Local newspapers mn % change Revenues % Operating and personnel costs (188.5) (196.6) +4.3% Gross operating income % Depreciation, amortization and write-downs (11.6) (14,0) +20.0% Operating income % Employees 1,281 1,309 The area includes all local publications published by the Group, consisting in 16 newspapers and a bi-weekly magazine, reaching 3.1 million readers in 10 italian regions. In 2005, circulation declined by 1% on the previous year, to an average of 483 thousand copies per issue. Newspapers La Nuova Sardegna, Le Gazzette and Il Centro encountered some difficulties due to the launch by competing papers in the respective areas of sales initiatives in some cases made in conjunction with other newspapers with lower prices. Circulation of Veneto area newspapers grew instead by 3%, gaining new readers through a stronger focus on news reporting and local information. Advertising revenues for the year declined by 1.1% on 2004, due partly to promotional policies followed by large distributors and legal classified advertising customers. The Group s newspapers were affected by such factors, but managed to contain the decline in local commercial advertising thanks to higher color advertising sales (up 24.1% on 2004). The add-on market registered a good performance. Despite strong competition in the sector and large-scale initiatives promoted by national newspapers, collections L Enciclopedia universale and La Grande Storia della Canzone Italiana, involving in various phases all Group publications, sold a total of 700 thousand copies. The public showed appreciation also for regional initiatives devoted to the history, culture and traditions of
18 Report of the Board of Directors 17 the respective areas, among which collections Storia per immagini, il Friuli Venezia Giulia in Cucina, and l Enciclopedia della Sardegna, that sold about 525 thousand copies. In April, the Padua Division of Finegil Editoriale took over the activity of the Centro Stampa delle Venezie printing center, transferring in-house all production processes of newspapers Il Mattino di Padova, La Tribuna di Treviso, La Nuova di Venezia e Mestre and of the copies of la Repubblica distributed in Northeastern Italy. The operation resulted in the transfer of 27 employees formerly working for the cooperative. The good performance of add-on products offset only in part the decline in circulation and advertising revenues, the impact of the lower number of issues due to strikes and higher depreciation charges resulting from the coming into operation of full color presses. Operating income thus declined from 54.2 million in 2004, to 49.5 million in The operating margin of the Division remains close to 20%, one of the highest in the Group. Radio mn % change Revenues % Operating and personnel costs (36.6) (38.0) +4.0% Gross operating income % Depreciation, amortization and write-downs (3.3) (3.3) -0.4% Operating income % Employees strong increase in revenues (up 7.3% on the previous year) and in the operating profit (up 12.2% on 2004). Gaining an ever growing audience, Radio Deejay strengthened its notoriety in the domestic radio sector by offering programs and characters that have become part of the everyday life of listeners. Unique users of the radio station s internet site grew in December to 705 thousand, registering 11.2 million page views, inside which Linus blog became one of the most visited Italian blogs. Radio Capital reached an average daily audience of 2 million listeners and has invested further in its programming offer, introducing new speakers and reorganizing programming at different times of the day. m2o continued to focus on the production of music and video CDs (with a double audio and video track) sold at news-stands and specialized stores, selling over 226 thousand copies. Its music compilations reached top sales rankings. In addition to the quality of the editorial production, a determining factor in the good performance achieved in 2005 is represented by the ongoing technological innovation. Recording studios were renovated, while a large part of the 847 broadcasting stations distributed over the national territory were upgraded through the introduction of signal control equipment. The investment in Radio Bonton a.s., owner of Czech radio station Radio Deejay Prague, was sold in the year, while Radio Deejay Kft., a Hungarian company that broadcasts Radio Deejay Budapest, was put into liquidation. On December 16, 2005, subsidiary Elemedia SpA, holder of the broadcasting licenses for Radio Deejay, Radio Capital and m2o, was merged with EleTv and StudioVit into Kataweb SpA, that changed its corporate name to Elemedia SpA. In 2005, despite a weak advertising market in the radio sector, the Group s radio stations posted a
19 18 Report of the Board of Directors Internet (Kataweb) Television mn % change Revenues % Operating and personnel costs (15.4) (13.4) -13.2% Gross operating income (2.2) 0.0 n.s. Depreciation, amortization and write-downs (0.8) (0.4) -41.1% Operating income (2.9) (0.4) n.s. Employees As mentioned in the introductory part of the present report, the year was characterized by a strong growth in audience registered by the Group s internet sites and consequently advertising revenues of the same also registered growth rates above other media. Kataweb s sites posted a 40.3% growth thanks also to the introduction of new advertising formats, among which TV-format video commercials were very successful. The Kataweb portal was enriched with new content (the Viaggi channel) and services (Voice, that allows to make calls on the internet, and Annunci, a portal for minor classified ads that benefits from links with national and local newspapers of the Group), giving birth to a busy blog community. The internet area worked in cooperation with the rest of the Group to allow customers to download audio and video files from all the sites (podcasting), with remarkable results. Technical support provided by Kataweb to other Group companies and the increase in advertising revenues of internet sites allowed the Division to achieve a gross operating income breakeven. mn % change Revenues n.s. Operating and personnel costs - (11.7) n.s. Gross operating income n.s. Depreciation, amortization and write-downs - (1.5) n.s. Operating income n.s. Employees Following the acquisition of national TV network All Music on April 14, 2005, consolidated figures of the Espresso Group include also results of Rete A and its subsidiary All Music for nine months of the year, in which the two companies reported sales of 13.7 million and an operating income of 0.5 million (3.4% on sales). After a rapid initial phase in which the organizational and managerial structure of the acquired company was defined and was invested in the strengthening of the analog signal and in the development of digital terrestrial television, the last months were dedicated to the development of the new TV programming. The first changes in the graphic design, logo and set design were introduced already in October, while the launch of the new programming schedule took place on January 23, 2006, meeting a very good reception by the public. Advertising sales mn % change Revenues % Operating and personnel costs (545.1) (572.6) +5.0% Gross operating income % Depreciation, amortization and write-downs (0.5) (0.4) -26.6% Operating income % Employees
20 Report of the Board of Directors 19 Advertising sales of A. Manzoni&C. do not include sales of All Music, whose advertising for 2005 was still managed by PubliKompass. In 2005 the advertising market continued along its positive trend, registering a 2.8% increase on the previous year (source: Nielsen Media Research). Contrary to past years, television and radio s advertising sales registered a slowdown in the growth rate, increasing respectively by 2.7% and 0.3%, while printed paper advertising sales staged a recovery (up 3.5%) thanks primarily to the good performance of periodicals (up 4.5%) that represented the media with the strongest growth. Newspaper advertising also improved, registering a 2.7% increase despite the decline in classified and service advertising. Advertisers showed a growing interest for the internet sector, in which sales grew by 18%, thus approaching the level registered in Finally, a new Sunday weekly magazine of la Repubblica dedicated to foreigners who live in Italy, was launched on January 15. The new magazine provides a guide on how to deal with everyday problems such as schooling, health and work-related issues. In this framework, Manzoni s revenues grew by 4.4% on the previous year. Almost all media of the Group registered growth above the average for their respective market. The performance of la Repubblica and its supplements (up 8.1% on 2004), that of radio stations (up 10.5%) and of the Group s internet sites (up 47.6%), were particularly strong. Advertising sales of L espresso and of local newspapers remained instead weak. Subsequent events and outlook Projections on the advertising market for 2006 confirm the prospective improvement of all of the Group s media. Also the performance of newly launched add-on products was good. Series L Enciclopedia della Cucina Italiana and Grande Enciclopedia dei Ragazzi, sold in conjunction with la Repubblica had reached respectively an average of 200 thousand and 150 thousand copies per issue, while books on the history of philosophy distributed with L espresso sold an average of over 80 thousand copies per issue.
21 20 Report of the Board of Directors Consolidated results at December 31, 2005 Consolidated Income Statement mn Revenues 1, ,079.9 Change in inventories (0.3) 2.1 Other operating income Purchases (160.1) (158.9) Services received (427.7) (433.3) Other operating charges (18.6) (19.5) Valuation of investments at equity Personnel costs (257.6) (283.9) Depreciation, amortization and write-downs (41.9) (44.8) Operating income Financial income (expense) (17.7) (25.6) Pre-tax profit Income taxes (74.9) (35.1) NET PROFIT Minority interests Group net profit Revenues and operating performance were already discussed in the first part of the current report. The section that follows examines costs and the results of financial management. Other operating income includes 21.7 million of grants on paper purchases ( 9.4 million in 2004), on the distribution of newspapers abroad and for capital expenditure (article 8 and 7 of Law no. 62/2001). Purchases include paper and supplies for printing, in addition to costs for the acquisition of products sold optionally with Group publications. The 1.2 million decline is due to the lower number of copies sold by the initiatives launched in the year. Services received and other operating charges include printing costs, the cost of rights, promotion and transport, editorial costs for photos, freelance work, traveling expenses and news agencies, in addition to accruals to the risks and receivable write-down. The 6.5 million increase on 2004 was due to the launch of TvMagazine, the production and broadcast of programs of newly consolidated subsidiary All Music, and higher costs for utilities and energy of new full color rotary presses. Savings were instead achieved through the direct management of production at the Rotocolor (since August 2004) and Padua printing plants (since April 2005). Personnel costs amount to million, up 26.3 million on 2004 due to the combined effect of contractual increases and the hiring by Rotocolor and the Padua operating Division of Finegil Editoriale respectively of personnel of STEC, formerly in charge of printing la Repubblica in Rome, and of the former printing cooperative in Padua. In 2005, personnel costs include
22 Report of the Board of Directors 21 also those relating to personnel of All Music for nine months of the year. Depreciation, amortization and write-downs increase by 2.9 million due primarily to the coming into operation of la Repubblica s full color rotary presses. Financial income amounts to 25.6 million, up 7.9 million on The bond issue carried out in October 2004, in advance of actual financial needs, resulted in a large cash inflow that was invested in term bank deposits. This determined an increase in financial charges on the previous year of about 3 million due to the negative spread between the fixed interest paid on the bond and the floating interest earned on the investment of the proceeds. Moreover, as a result of the acquisition of All Music, the financial exposure of the Group increased, though at lower interest rates in comparing with 2004, by 100 million, determining a 2 million increase in the interest expense. Finally, following the adoption of IAS and adjustments on the recording of interest rate swap contracts entered into in connection with the bond issue, the interest expense grew by a further 2 million.
23 22 Report of the Board of Directors Consolidated Balance Sheet ASSETS Jan. 1 Dec. 31 mn Intangible assets with an indefinite useful life Other intangible assets Total intangible assets Property, plant and equipment Investments valued at equity Other investments Non-current receivables Deferred tax assets NON-CURRENT ASSETS Inventories Trade receivables Marketable securities Current financial receivables Tax receivables Other receivables Cash and cash equivalents CURRENT ASSETS TOTAL ASSETS 1, ,552.2 LIABILITIES AND SHAREHOLDERS EQUITY Jan. 1 Dec. 31 mn Share capital Reserves Retained earnings (loss carry-forwards) Net profit (loss) Group Shareholders Equity Minority interests SHAREHOLDERS EQUITY Financial debt Provisions for risks and charges Employee termination indemnity and other retirement benefits Deferred tax payables NON-CURRENT LIABILITIES Financial debt Provisions for risks and charges Trade payables Tax payables Other payables CURRENT LIABILITIES TOTAL LIABILITIES 1, TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 1, ,552.2