1 Gruppo Editoriale L Espresso Società per azioni Annual Report 2007
3 Gruppo Editoriale L Espresso Società per azioni Annual Report 2007 The Annual Report has been translated from that issued in Italy, from the Italian into the English language solely for the convenience of international readers.
5 Gruppo Editoriale L Espresso Contents Financial Highlights 9 Report of the Board of Directors at December 31, 2007 Operating performance and consolidated results at December 31, Result by area 15 Subsequent events and outlook 18 Consolidated results at December 31, Results of the Parent Company Gruppo Editoriale L Espresso SpA 26 Reconciliation between Parent Company s Financial Statements and the Consolidated Financial Statements 29 Other information 29 Proposal of allocation of 2007 Net Profit 30 Information on the ownership (pursuant to article 123 bis of Testo Unico della Finanza - Finance Act) 30 Information required by Consob - Resolution no Report on Corporate Governance 47 Consolidated Financial Statements at December 31, 2007 Consolidated Balance Sheet 68 Consolidated Income Statement 69 Consolidated Statement of Cash Flows 70 Statement of changes in the Consolidated Shareholders Equity 71 Notes to the Consolidated Financial Statements 75 Attachments 126 Certification of the Consolidated Financial Statements pursuant to article 81-ter of Consob Regulation no Report of the Independent Auditors 137 Financial Statements of the Parent Company Gruppo Editoriale L Espresso SpA at December 31, 2007 Balance Sheet 140 Income Statement 141 Statement of Cash Flows 142 Statement of changes in the Shareholders Equity 143 Notes to the Financial Statements of the Parent Company 147 Certification of the Financial Statements pursuant to article 81-ter of Consob Regulation no Report of the Independent Auditors 201 Report of the Board of Statutory Auditors 207 Summary reclassified financial data of subsidiaries 211
7 Gruppo Editoriale L Espresso Company Gruppo Editoriale L Espresso Società per Azioni Share Capital Euro 65,167, 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: Honorary Chairman Chairman Managing Director Directors Board of Statutory Auditors: Chairman Auditors Independent Auditors Carlo Caracciolo Carlo De Benedetti Marco Benedetto Agar Brugiavini Carlo Caracciolo Rodolfo De Benedetti Francesco Dini Sergio Erede Mario Greco Luca Paravicini Crespi Alberto Piaser Tiziano Onesti Enrico Laghi Luigi Macchiorlatti Vignat Deloitte & Touche SpA
9 Gruppo Editoriale L Espresso Financial Highlights Consolidated operating data ( million) Revenues 1,103 1,098 Gross operating profit Operating profit Pre-tax profit Net profit Consolidated financial data ( million) Dec. 31, 2006 Dec. 31, 2007 Net capital employed Shareholders Equity (incl. minority interests) Group Shareholders Equity Minority interests Net financial position (263) (265) Dividends distributed (62) (67) Personnel Employees at year-end 3,384 3,414 Average number of employees 3,397 3,414 Main ratios ROS (Operating profit/revenues) 14.8% 16.4% ROCE (Operating profit/net capital employed) 19.5% 22.3% ROE (Net profit/shareholders Equity) 18.1% 17.5%
11 Report of the Board of Directors
13 Report of the Board of Directors 13 Report of the Board of Directors Operating performance and consolidated results at December 31, 2007 Consolidated results % change ( million) 2007/2006 Revenues 1, , % Gross operating profit % Operating profit % Pre-tax profit % Net profit % Dec.31, Dec.31, ( million) Net financial position (262.7) (264.9) Group Shareholders Equity Employees 3,384 3,414 Results for the 2007 financial year benefited from two non-recurrent effects produced by new regulatory provisions: the different accounting applied to the Employee Termination Indemnity (TFR) as per legislative modifications on indemnity destination entailed a 7.8mn positive impact on net profit ( 11.6mn on operating profit); the reduction of both regional tax (IRAP) and income tax (IRES) as per Financial Law 2008 entailed a recalculation of deferred taxes and a subsequent 10.2mn positive impact on net profit. The comparison of net profits for the 2007 and 2006 financial years is also affected by the absence in 2007 of deferred tax assets on accumulated losses of subsidiary Elemedia, the balance of which, equal to 22.3 million, were drawn down in The table that follows shows consolidated results net of the effect of the above-mentioned nonrecurring components. Consolidated results (restated)* % change ( million) 2007/2006 Revenues 1, , % Gross operating profit % Operating profit % Pre-tax profit % Net profit % (*) Consolidated results net of Employee Termination Indemnity (TFR), recalculation of deferred taxes and deferred tax assets related to losses carried forward by the subsidiary Elemedia. * * * * * The increase in advertising revenues, higher than the market for the Group s media as a whole, together with the daily newspapers cover price increase (from 0.90 to a 1.00), allowed the Espresso Group to counterbalance the foreseen slowdown of add-on products revenues and margins due to the progressive saturation of the market. Excluding the contribution of add-on products, the most significant financial results are showing an increasingly positive trend. Consolidated revenues grew from million in 2006 to million in 2007 (up 6.4%), gross operating profit increased from million (a 16.6% margin on sales), to million (a 17.9% margin on sales), and operating profit improved both in absolute terms, reaching million (up 19.1%), and as margin on sales, from 12.1% to 13.5%. In 2007, advertising revenues reached million, up 6.7% on Advertising on la Repubblica and the Group s local dailies grew by 5.2% on the previous year, as compared with a growth of 3.5% recorded by the market as a whole (source: FCP). The other media of the Group also performed better than the competitors: advertising revenues of the three radio stations grew by 8.5%, as compared with 8% of the market segment (source: Nielsen), and advertising sales of Internet sites grew by 64%, as compared with a growth of 40.6% of the respective market segment (source: FCP), thus reaching 4.6% of total advertising revenues.
14 14 Report of the Board of Directors Classified advertising sales had also performed significantly, growing both for printed media (up 6.7%), and on the Internet, where it more than doubled. Excluding revenues from the sale of add-on products, circulation revenues grew by 5.1% thanks to the daily newspapers cover price increase (which entailed only a small decline in circulation), and the higher number of issues with respect to the previous year, in which there had been numerous strikes called by journalists for the renewal of the contract for the category. la Repubblica reported an average circulation of 621 thousand copies per issue, slightly down from an average of 628 thousand copies in 2006, continuing to rank first among Italian information newspapers in terms of overall readership, with about 3 million readers (source: Audipress 2007/II), about 10% more than its closest competitor. The Group s local newspapers have recorded an average overall circulation of 473 thousand copies per issue, substantially unchanged with the previous year, with over 3 million readers. In 2007, L espresso s average circulation was in line with the previous year at 396 thousand copies per issue thanks to the growing number of subscribers that offset the lower number of copies sold in conjunction with add-on products. Also the Group s radio audience data were positive ones, reaching an overall average daily audience of 8.9 million listeners and an average weekly audience of 23.1 million (source: Audiradio, 2007). Radio Deejay confirmed its leadership among Italian private radio stations, with 5.6 million average daily listeners, reaching 13.2 million weekly listeners; Radio Capital confirmed around 1.9mn daily listeners and 6.3mn weekly listeners, while m2o has significantly extended its daily audience reaching 1.4mn daily listeners and 3.5mn weekly listeners. All Music s audience reached 2.8 million viewers in the year old range (source: IPSOS), registering higher growth rates than other television stations broadcasting programs for a young audience. Furthermore, a strong growth was registered by users of the Group s Internet sites that reached in January 2008 a total of 14.3 million unique users and 630 million page views. Repubblica.it continued to rank first among Italian news sites, with 12 million unique users, up 46% on the previous year. Significant progress was made also by the audio and video area of the Group, with RepubblicaTv that exceeded two million viewers. Finally, many of the contents produced by media of the Group rank among the most downloaded Italian podcasts. ***** At December 31, 2007, consolidated net financial debt amounted to million, in line with net financial debt at the end of 2006 as the good level of cash flow from operating activities ( million) offset the payment of 67.2 million in dividends, the purchase of 16,115,000 treasury stocks for 58.6 million and capital expenditure amounting to 40.7 million. At December 31, 2007, the Group, including term contracts, employed 3,414 persons, 30 more than the 3,384 it employed at December 31, 2006 due primarily to the enhancement of the sales network of advertising concessionaire A.Manzoni&C.. ***** The positive results achieved by the Group s publications and brands, and their digital extensions, appear significant in a market undergoing a transition phase and made uncertain in view of the current Internet revolution and the development of new media such as the free press and pay-tv. Such results were made possible thanks to the Group s ability to exploit the strength of its brands in a market in which the publication of content is steadily moving towards multiplatform, on demand, deferred and mobile publication. The current challenges facing by the Espresso Group are: the consolidation of the competitive advantage stemming from its position as a branded content company; to circulate own high-quality original contents - which cannot be disintermediated by technology - to its readers and liste-
15 Report of the Board of Directors 15 ners who are linked to it by a fiduciary relationship established over the years; to reach its public audience though all possible platforms at all times of the day and night; to offer to both existing and potential advertising investors up to date promotion ideas, through innovative sale techniques and forms. The strength of the brands on the various platforms has already allowed the Group to reach new readers, listeners and viewers that in years grew, in the average week, from 22 to 33 million, with a stronger growth in the years old range. Results by area Repubblica Division * % change ( million) 2007/2006 Revenues % Operating and personnel costs (462.7) (458.3) -0.9% Gross operating profit % Depreciation, amortization and write-downs (12.2) (12.8) +5.0% Operating profit % 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 * Figures stated net of the effect of the recalculation of Employee Termination Indemnities The effect on total revenues of lower sales of addon products though attenuated in the second half of the year by stronger sales than in 2006 was partly compensated by the increase of the cover price of newspapers to 1, by the higher number of issues (in 2007 six days were lost to strikes calling for the renewal of journalists contract, as compared with 12 in the previous year), in addition to the 7.6% increase in advertising revenues. Savings achieved in industrial costs with the renegotiation of a number of printing contracts has allowed to maintain the operating margin of the division, substantially unchanged on the previous year at 10.2% of sales, despite a further increase in the price of paper (up 6% in the case of newsprint typology) and the rise of personnel costs which, despite the lack of a new labor contract, grew by 3%. In the second half of 2007 and furthermore in 2008, contents of Internet sites will be enriched and developed more in depth, thanks also to the agreement concluded with journalists at la Repubblica according to which all journalists will be able to contribute articles, audios and videos to be published on the site, in addition to the printed edition. The impulse given to Internet activities and new communications media has gone alongside with the effort to strengthen and develop editorial products marketed under the Repubblica brand. On September 19 the newspaper inaugurated its new graphic and editorial format: R2, a new section, was launched following the first pages dedicated to the news of the day, that includes inquiries, investigative pieces and in-depth analysis on issues and protagonists of the Italian and international arena, culture and entertainment. At the end of September supplement Il Venerdì also introduced a new graphic vest and new contents. Periodicals Division * % change ( million) 2007/2006 Revenues % Operating and personnel costs (104.9) (81.9) -21.9% Gross operating profit % Depreciation, amortization and write-downs (1.0) (1.1) +11.1% Operating profit % 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 * Figures stated net of the effect of the recalculation of Employee Termination Indemnities As previously mentioned, the results of the division were negatively affected by the decline in sales of add-on products. Circulation of L espresso grew slightly to an average of 396 thousand copies per week (up 0.4% on an average of 395 thousand copies per week in
16 16 Report of the Board of Directors 2006), offsetting the reduction of copies sold in conjunction with add-on products thanks to a strong subscription campaign allowing the number of subscribers to grow by 6%, in addition to an editorial cut more focused on investigations. On September 14 the weekly magazine launched its new cover design and graphic vest aimed at enhancing further its contents. Growing interest from the audience spread also to the Internet site of the magazine that in the last four months of the year consistently exceeded over one million unique users per month (more than double than one year ago), reaching in January 2008 the 1.3 million visitors mark. The online availability of articles and a summary of news covered in the printed edition, that may be commented upon and enriched with multimedia contents, of blogs of the magazine s journalists, of polls and, above all, of the interactive access by readers who may propose issues for debate, were the key elements for this success. The good performance of advertising confirms the good reception of the magazine by readers. Advertising sales were in fact substantially in line with the previous year (down 1.2%), despite the strong downturn in the news magazines market that reported in 2007 a 10.2% decline in advertising sales (source: FCP). Other periodicals of the division (National Geographic, Limes, Micromega and Guide de L espresso) continue to perform well both in terms of sales, amounting to 11.4 million, and in terms of operating profit, equal to 1.2 million. Circulations were also good, averaging 122 thousand copies per issue for National Geographic, and 14 thousand copies each for Limes and Micromega. In 2007, magazine Mente&Cervello, published by affiliated company Le Scienze, became monthly, with enhanced coverage of issues relating to psychology and the neurosciences, with the contribution of internationally famed experts. Furthermore, magazine Le Scienze launched a new Internet site, enriched with a space dedicated to blogs and a multimedia section with photos and videos provided by scientific institutions around the world. Local newspapers * % change ( million) 2007/2006 Revenues % Operating and personnel costs (200.5) (207.0) +3.3% Gross operating profit % Depreciation, amortization and write-downs (13.3) (12.9) -3.5% Operating profit % Employees 1,292 1,277 * Figures stated net of the effect of the recalculation of Employee Termination Indemnities In 2007, the Group s local newspapers registered an increase in profitability, with the operating margin on sales reaching 20.5%, up over 2.5% on the previous year. Such progress was achieved thanks primarily to the increase in the cover price to 1 and the strong increase in local advertising sales (up 7.8%) whose growth was much stronger than the average for advertising on local newspapers (up 4.5%, source: FCP), more than offsetting the effect of the decline in national advertising sales. Color advertising ads in particular grew by 42% on 2006, thus representing almost 50% of total local advertising sales (as compared with a little over 30% in 2005). Circulation of local newspapers was stable at an average of 473 thousand copies per issue (down 0.3% on 2006) thanks to the increasing focus on the respective areas that allowed to limit the pressure imposed by the competition offered by free press newspapers and the joint sale of competitor s newspapers. This strategy proved particularly successful in the case of newspapers Nuova Venezia and il Centro, that reported a growth in circulation respectively of 5.1% and 3.6%. Newspaper la Città also reported good results, with circulation up 12.4% on the previous year, making it the first local newspaper in the Salerno province. Attention to the respective areas was also the key element around which the offer of add-on products and the new Internet initiatives were based, with interactive spaces, contributions, news on services and in-depth analysis on major events and facts, selected by and for the readers.
17 Report of the Board of Directors 17 Also in this case results were positive and Internet sites trebled on the previous year both their user base, reaching over one million visitors, and advertising sales, aided by the classified ad and recruitment sections. Radio * % change ( million) 2007/2006 Revenues % Operating and personnel costs (40.2) (42.0) +4.5% Gross operating profit % Depreciation, amortization and write-downs (3.5) (3.9) +11.2% Operating profit % Employees * Figures stated net of the effect of the recalculation of Employee Termination Indemnities Thanks to the growth in audiences that have made the Group s network of radio stations the largest private radio broadcaster in Italy and to steadily growing advertising sales (up 8.5% on 2006), the profitability of the Group s three radio stations improved further. The gross operating margin on sales grew in fact from 48.7% 2006 to 51.2% in 2007, while the operating margin on sales increased in the same period from 44.2% to 46.7%. In 2007 also the radio stations continued to increase their presence on the internet, both in terms of editorial products and advertising sales. New sites and social networking services were launched, while programs to be broadcasted on mobile phones were developed. Radio Deejay continues to rank first among Italian commercial radio stations. In 2007 it developed further its multimedia offer, adding to the list of programs available as podcasts and launching Radio Deejay Club, a new site for mobile phone users. A peer-to-peer link allowing the creation of a wide social network and the possibility to have personalized program schedules, was launched at the beginning of November. m2o strengthened further its penetration of young audiences linked not only to the radio station, but to all other activities that revolve around its brand, from the Internet to mobile chats, merchandising and music compilations distributed at newsstands and music records (about 45 thousand CDs sold in 2007). Finally, Radio Capital launched in September its new logo, program schedule and presenters. In 2007, low and high frequency infrastructure was consolidated while capillary work for the improvement of signal coverage was carried out, bringing the number of broadcasting stations of the three radios to 907. Rete A - All Music * % change ( million) 2007/2006 Revenues % Operating and personnel costs (23.4) (23.3) -0.2% Gross operating profit (1.9) (0.6) +66.2% Depreciation, amortization and write-downs (2.6) (3.1) +19.4% Operating profit (4.5) (3.7) +17.1% Employees * Figures stated net of the effect of the recalculation of Employee Termination Indemnities The gross operating profit of the TV station, still slightly negative, has however improved on the previous year thanks to the growth in revenues particularly those from multimedia activities and close cost monitoring. The operating loss amounts to 3.7 million, affected by depreciation charges on capital investment on the broadcasting network and new offices. All Music s activities in 2007 focused on the evolution of the TV channel from an all music television to a television aimed at a young audience, devoting strong attention to multimediality and interactivity with the public through an offer spread over several platforms. All main programs were made available as podcasts and communities formed around programs were linked on the Internet site on which they can interact. The migration of broadcasting to digital was completed in July and the television station is now able to support the new digital technologies.
18 18 Report of the Board of Directors Subsequent events and outlook Circulation of the Group s publications in 2008 are in line with the previous year, while add-on products launched at the beginning of 2008 report a satisfactory performance and advertising sales, after a negative month in January, show a recovery in February. At the present time it is difficult to make a reliable forecast regarding overall results for 2008, as they are dependent to a large extent on advertising sales performances, which are still not easily forecasted. Results for 2008 will in any case be negatively affected by the lack of the non-recurrent gains registered in 2007 on the reform of Employee Termination Indemnities and the restatement of deferred taxes, but will benefit from a reduction in both IRAP (regional tax on productive activities) and IRES (corporate tax) rates.
19 Report of the Board of Director 19 Consolidated results at December 31, 2007 Consolidated Income Statement ( million) Revenues 1, ,098.2 Change in inventories (0.3) 0.7 Other operating income Purchases (171.4) (167.3) Services received (439.6) (422.5) Other operating charges (17.0) (20.5) Investments valued at equity Personnel costs (288.5) (284.0) Depreciation, amortization and write-downs (41.2) (42.8) Operating profit Financial income (expense) (19.6) (17.6) Pre-tax profit Income taxes (39.8) (66.5) Net profit Minority interests (0.3) (0.9) GROUP NET PROFIT Revenues and operating results were discussed in detail in the first part of the present report, to which we make reference.
20 20 Report of the Board of Director Consolidated Balance Sheet ASSETS Dec. 31, Dec. 31, ( million) Intangible assets with an indefinite useful life Other intangible assets 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 and other financial assets Tax receivables Other receivables Cash and cash equivalents CURRENT ASSETS TOTAL ASSETS 1, ,488.6 LIABILITIES AND SHAREHOLDERS EQUITY Dec. 31, Dec. 31, ( million) Share capital Reserves Retained earnings (loss carry-forwards) Net profit (loss) for the period Group Shareholders Equity Minority interests SHAREHOLDERS EQUITY Financial debt Provisions for risks and charges Employee termination indemnities and other retirement benefits Deferred tax liabilities NON-CURRENT LIABILITIES Financial debt Provisions for risks and charges Trade payables Tax payables Other payables CURRENT LIABILITIES TOTAL LIABILITIES TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 1, ,488.6
21 Report of the Board of Director 21 Intangible assets amount to million, up 10.6 million on December 31, 2006 ( million), due primarily to capital expenditure in radio broadcasting frequencies made by subsidiary Elemedia ( 10.8 million) and the acquisition of new licenses and software ( 2.2 million), that more than offset depreciation charges for the year amounting to 2.6 million. Property, plant and equipment amount to million, down 13 million on December 31, 2006 ( million). The capital expenditure made prevalently for the enhancement of printing centers, equal to 28.3 million, was offset by depreciation and write-downs for the period equal to 40.2 million, and by the disposal of assets amounting to 1 million relating prevalently to printing plant no longer in use. Investments amount to 31 million, substantially unchanged from 31.1 million at December 31, Non-current receivables amount to 1.9 million and consist of security deposits and tax receivables on advances paid on Employee termination indemnities. At December 31, 2006, the item included the value of the option for the acquisition of the remaining 51% share in the capital of Editoriale Corriere di Romagna, now included among Other receivables under current assets. Deferred tax assets amount to 45.6 million and include temporary differences between amounts recorded in the balance sheet and those recognized for tax purposes. The 23 million reduction on December 31, 2006 is due to the use of the provision by subsidiary Elemedia to offset taxes for the period ( 12.3 million), and the restatement of deferred tax assets in accordance with new tax rates set by the 2008 Financial Law ( 9 million). Inventories amount to 30.5 million and include inventories of paper, printing material, publications and add-on products. The 5.1 million reduction is due to the lower inventories of addon products and paper, caused in part by the 6 days of strike called in December 2006 that increased significantly inventories at the end of the previous year. Trade receivables amount to million, up 17.4 million on December 31, 2006 due primarily to higher advertising sales in the last quarter of 2007 with respect to the last quarter of Tax receivables amount to 23 million, down 14.2 million on 37.2 million at December 31, 2006 due primarily to uses of tax credits on investments (as per Law 62/2001, Law on Publishing) and lower Ires (corporate taxes) and Irap (tax on productive activities) receivable from parent CIR SpA in the context of the fiscal consolidation procedure. Other receivables amount to 27.6 million and include 8.6 million of grants on subsidized loans, amounting to 112 million, stipulated at the end of 2005, in addition to prepaid rent and rights for the publication of add-on products and for radio and television programs to be produced in the first months of The 2.1 million increase is due in part, as before mentioned, to the value of the option to purchase a 51% share in the capital stock of Editoriale Corriere di Romagna, and in part to the deposit paid by the Mantua operating division of Finegil Editoriale for the acquisition of the new office.
22 22 Report of the Board of Director Cash and cash equivalents, held in the form of short-term deposits, decline by 20.5 million on December 31, 2006 as a result of the payment of 67.2 million in dividends, the acquisition of treasury stock for 58.6 million, net capital expenditure amounting to 40.7 million, and the scheduled repayment 17.4 million of loans, only partly offset by the cash flow generated by operations ( million). Shareholders Equity at December 31, 2007 amounted to million ( million at December 31, 2006), of which million belonging to the Group ( million at the end of 2006), and 11.1 million relating to minority interests ( 10.5 million at December 31, 2006). The item includes also the value of treasury stock held by the Parent Company at December 31, 2007, subtracted from the Shareholders Equity. These amounted to 27,465,000, representing 6.32% of the capital stock. Non-current financial payables amount to million and include 300 million of bonds issued on October 27, 2004 and subsidized 10-year loans extended in the last quarter of Provisions for risks and charges, both current and non-current, grow by 1.8 million due primarily to the accrual to the provision for the corporate restructuring plan relating to the Milan printing center of la Repubblica. Employee termination indemnities and other retirement benefits amount to 92.6 million ( million at December 31, 2006). The 15.1 million decline is due primarily to the restating of Employee termination indemnities matured at December 31, 2006 net of the component relating to future retribution increases. More detailed information regarding the accounting treatment of Employee termination indemnities under IFRS, in addition to changes and the breakdown of the provision at December 31, 2007, are reported in the Notes to the Consolidated Financial Statements at December 31, Deferred tax liabilities amount to million ( million at December 31, 2006) and include about 38.4 million relating to the tax impact of the recording of TV broadcasting frequencies of All Music. The 7.9 million decline is due to the restatement of deferred tax liabilities based on new tax rates (about 19 million of decline) introduced by the 2008 Financial Law, compensated only in part by the deduction of accumulated amortization of intangible assets with an indefinite useful life and the effect of the recording in the income statement of the difference emerging from the restatement of Employee termination indemnities accrued at December 31, Such difference did not give rise to current tax liabilities, while a related deferred tax liability was recorded. Current financial debt amounts to 20.5 million, down 1 million on December 31, 2006, due to the repayment of bank loans and financial leases in the year. Trade payables amount to 187 million, up 11.1 million due primarily to the develop in the activities in the different Group s area. Tax payables amount to 24.7 million and grow by 1.9 million due to the income tax (Ires) and regional tax on productive activities (Irap) expense for the period, and to the higher VAT payable.
23 Report of the Board of Director 23 Other payables amount to 91.4 million, up 6.4 million on 85 million at December 31, 2006 due primarily to higher social security payables that from the beginning of 2007 include Employee termination indemnities that employees chose to leave with the company (to be paid out to INPS) or to be invested in pension funds. Changes in the Consolidated Net Financial Position ( million) SOURCES OF FUNDS Net profit (loss) for the period, including minority interests Depreciation, amortization and write-downs Accruals to provisions for stock option costs Net change in provisions for personnel costs 2.8 (15.1) Net change in provisions for risks and charges Losses (gains) on disposal of fixed assets (0.7) (0.8) Write-down (revaluation) of equity investments Adjustment for investments valued at equity (0.1) (0.2) Cash flow from operating activities Decrease (Increase) in non-current receivables (0.5) 1.2 Increase in liabilities / Decrease in deferred tax assets (12.9) 15.1 Increase in payables/ Decrease in tax receivables Decrease (Increase) in inventories (3.4) 5.1 Decrease (Increase) in trade and other receivables (22.2) (19.6) Increase (Decrease) in trade and other payables (18.4) 19.6 Changes in current assets (28.1) 37.6 CASH FLOW FROM OPERATING ACTIVITIES Increases in capital and reserves Other changes TOTAL SOURCES OF FUNDS USES OF FUNDS Net investment in fixed assets (35.8) (41.7) Net investment in equity investments (2.9) (0.3) (Acquisition) sale of treasury stock (32.8) (58.6) Dividends (paid) (62.5) (67.2) Other changes (0.6) - TOTAL USES OF FUNDS (134.6) (167.7) Financial surplus (deficit) (10.1) (2.1) BEGINNING NET FINANCIAL POSITION (252.6) (262.7) ENDING NET FINANCIAL POSITION (262.7) (264.9) Changes in the consolidated net financial position are commented in the paragraph that follows.
24 24 Report of the Board of Director Consolidated Statement of Cash Flows and Net Debt The comparison between financial flows of 2007 and those of 2006 are reported in table that follows ( million) OPERATING ACTIVITIES Net profit (loss) for the period, including minority interests Adjustments: - Depreciation, amortization and write-downs Accruals to provisions for stock option costs Net change in provisions for personnel costs 2.8 (15.1) - Net change in provisions for risks and charges Losses (gains) on disposal of fixed assets (0.7) (0.8) - Adjustments to the value of financial assets Adjustment for investments valued at equity (0.1) (0.2) - Dividends (received) (0.0) - Cash flow from operating activities Changes in current assets and other flows (28.9) 36.0 CASH FLOW FROM OPERATING ACTIVITIES of which: Interest received (paid) through banks (17.5) (16.8) Received (outlay) for income taxes (23.4) (46.2) INVESTING ACTIVITIES Outlay for purchase of fixed assets (37.5) (40.5) Outlay for purchase of equity investments (2.9) (2.4) Received on disposal of fixed assets Public grants received (Purchase) sale of marketable securities and available-for-sale assets Dividends received CASH FLOW FROM INVESTING ACTIVITIES (38.3) (40.7) FINANCING ACTIVITIES Increases in capital and reserves (Acquisition) sale of treasury stock (32.8) (58.6) Issue (repayment) of other financial debt (12.4) (17.4) Dividends (paid) (62.5) (67.2) Other changes (0.6) (0.3) CASH FLOW FROM FINANCING ACTIVITIES (106.6) (143.1) Increase (decrease) in cash and cash equivalents (23.0) (20.2) Cash and cash equivalents at beginning of the period CASH AND CASH EQUIVALENTS AT END OF THE PERIOD The higher cash flow from operating activities in 2007, up 41.7 million on the previous year, was strongly affected by the good operating performance, by changes in deferred taxes and by the impact of new rules regarding Employee termination indemnities accruing after December 31, 2006 (which no longer remain with the company but must be paid out to pension funds or into a special fund set up by INPS). These two aspects alone account for a 33.7 million improvement on 2006.
25 Report of the Board of Director 25 In 2006, the company recorded 32.9 million of deferred tax assets relating to accumulated losses of subsidiary Elemedia, which are no longer present in 2007, which is however affected by a 10.2 million decline in provisions for deferred taxes (both deferred tax assets and liabilities) due to the restatement of the same in line with new IRAP (regional tax on productive activities) and IRES (corporate tax) rates introduced in the year. In 2007, 3.8 million of deferred tax assets were recorded in compliance with new Employee termination indemnity rules. At December 31, 2007, moreover, an additional 7 million liability was recorded as payable to social security institutions on the share of Employee termination indemnities to be paid as complementary pensions. The 16.2 million change in tax payables/receivables is due to higher taxes payable ( 8 million) and to the use/collection of tax receivables ( 8 million). The lower flow with respect to 2006 (down 13.2 million) can be traced, on the one hand, to a higher use/collection of tax receivables in 2006 and, on the other hand, to a different amount of tax payables. Trade payables grew in 2007 by 19.6 million due to the mentioned effect of social security liabilities, and to the trend in operating costs, partly connected with the good sales of add-on products in the last quarter of the year. In 2006, instead, trade payables had declined by 18.4 million due primarily to lower sales of add-on products with respect to Cash flow from investing activities was negative by 40.7 million due primarily to payments made against capital expenditure for the year. In 2007 low- and high-frequency broadcasting equipment of the radio stations and television were upgraded ( 5.4 million), new radio equipment was acquired ( 10.7 million), the migration to digital of All Music was completed ( 1.2 million), investments were made in the printing centers of la Repubblica, local newspapers and magazines ( 6.9 million), offices, press rooms and radio recording studios were renovated ( 6.2 million), while information systems were updated and a project for the renewal of the editorial system was launched ( 6.4 million). Cash flow from financing activities absorbed resources amounting to million. In the year, dividends payments amounted to 67.2 million while 16.1 million shares of the company were acquired for 58.6 million and 17.4 million in loans were repaid. The table that follows shows the breakdown of the financial position of the Group. ( million) Dec. 31, Dec. 31, Financial receivables from Group companies Cash and bank deposits Current account overdrafts (0.4) (0.0) Net cash and cash equivalents Marketable securities and other financial assets Bond (308.5) (307.9) Other bank debt (124.1) (107.8) Other financial debt (2.4) (1.4) Other financial assets (liabilities) (435.0) (417.0) NET FINANCIAL POSITION (262.7) (264.9)
26 26 Report of the Board of Director Results of the Parent Company Gruppo Editoriale L Espresso SpA at December 31, 2007 Income Statement ( million) Revenues Change in inventories (1.0) 0.4 Other operating income Purchases (123.0) (113.5) Services received (332.5) (311.8) Other operating charges (6.2) (8.9) Personnel costs (112.0) (109.1) Depreciation, amortization and write-downs (13.3) (14.0) Operating profit Financial income (expense) (15.0) (15.3) Dividends Pre-tax profit Income taxes (32.5) (24.0) NET PROFIT
27 Report of the Board of Director 27 Balance Sheet ASSETS Dec. 31, Dec. 31, ( million) Intangible assets with an indefinite useful life Other intangible assets Intangible assets Property, plant and equipment Investments Non-current receivables Deferred tax assets NON-CURRENT ASSETS Inventories Trade receivables Tax receivables Other receivables Cash and cash equivalents CURRENT ASSETS TOTAL ASSETS 1, ,092.3 LIABILITIES AND SHAREHOLDERS EQUITY Dec. 31, Dec. 31, ( million) Share capital Reserves Retained earnings (loss carry-forwards) Net profit (loss) for the period SHAREHOLDERS EQUITY Financial debt Provisions for risks and charges Employee termination indemnities and other retirement benefits Deferred tax liabilities NON-CURRENT LIABILITIES Financial debt Provisions for risks and charges Trade payables Tax payables Other payables CURRENT LIABILITIES TOTAL LIABILITIES TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 1, ,092.3
28 28 Report of the Board of Director Statement of Cash Flows and Net Debt ( million) OPERATING ACTIVITIES Net profit (loss) for the period, including minority interests Adjustments: - Depreciation, amortization and write-downs Accruals to provisions for stock option costs Net change in provisions for personnel costs 2.0 (6.6) - Net change in provisions for risks and charges (0.8) (0.3) - Losses (gains) on disposal of fixed assets 0.0 (0.0) - Adjustments to the value of financial assets Dividends (received) (56.3) (135.5) Cash flow from operating activities Changes in current assets and other flows CASH FLOW FROM OPERATING ACTIVITIES of which: Interest received (paid) through banks (13.7) (13.6) Received (outlay) for income taxes (5.2) (19.6) INVESTING ACTIVITIES Outlay for purchase of fixed assets (9.0) (8.0) Outlay for purchase of equity investments (12.1) (1.7) Received on disposal of fixed assets Dividends received CASH FLOW FROM INVESTING ACTIVITIES FINANCING ACTIVITIES Increases in capital and reserves (Acquisition) sale of treasury stock (32.8) (58.6) Issue (repayment) of other financial debt (4.3) (5.9) Dividends (paid) (62.5) (67.2) Other changes CASH FLOW FROM FINANCING ACTIVITIES (97.9) (131.3) Increase (decrease) in cash and cash equivalents (9.1) 47.2 Cash and cash equivalents at beginning of the period CASH AND CASH EQUIVALENTS AT END OF THE PERIOD The operating performance was described in the section on individual divisions to which we refer; below we discuss the financial performance. Capital expenditure of the Parent Company in 2007 amounted to 8 million and related primarily to the renovation of offices, the strengthening of information systems and network infrastructure, the development of editorial systems of la Repubblica and L espresso, in addition to investments for the optimization of the operation of new rotary presses and their technological upgrade.
29 Report of the Board of Director 29 At December 31, 2007, net financial debt of the Parent Company amounted to million, declining sharply from million at December 31, The cash flow from operating activities, amounting to 51.1 million, together with the inflow of 135,5 million in dividends from subsidiaries, of which 60 million relating to the extraordinary dividend distributed by Elemedia, absorbed in fact capital expenditure made in the period, the outlay of 58.6 million for the purchase of treasury stock, the payment of 67.2 million in dividends and the scheduled repayment of 5.9 million in bank loans. At the end of 2007, the Parent Company employed 972 persons, 5 more that at December 31, Reconciliation between the Parent Company s Financial Statement and the Consolidated Financial Statements Net profit Shareholders Equity ( thousand) Dec. 31, 2006 Dec. 31, 2007 Parent Company s financial statements 85, , , ,594 Netting of intragroup dividends (62,396) (141,147) - - Shareholders Equity and net profit of subsidiaries 79,435 62, , ,390 Netting of carrying value of consolidated subsidiaries (450,637) (449,835) Goodwill, publications, trademarks and frequencies - 6, , ,305 Effect of valuation on equity of affiliated companies ,007 26,866 Other consolidation adjustments (45) ,045 Consolidated Financial Statements 103,561 95, , ,365 Other information Treasury stock held by the Parent Company at December 31, 2007, amounted to 27.5 million shares (nominal value 0.15 euro each), representing 6.32% of the company s share capital. Pursuant to Legislative Decree no.196 dated June 30, 2003, providing the Private data security Code, it is acknowledged that as every year and in compliance with current regulations, Gruppo Editoriale L Espresso SpA has updated the Safety Protocol for the year 2007, which contains: a list of personal information handled; the assignment of tasks and responsibilities within the units to which the handling of data is entrusted; a description of measures to be adopted to ensure the integrity and availability of data, the protection of areas in which they are stored and their accessibility; the description of criteria and procedures to restore the availability of data in case of destruction of or damage to the same; description of criteria to be adopted to ensure the respect of minimum security measures. Gruppo Editoriale L Espresso SpA makes reference to the risk evaluation Document provided for by the law on workplace safety that mandates an analysis of risks present in the company
30 30 Report of the Board of Director and the subsequent devising of measures and timing for the implementation of the same to minimize risks and maintain an adequate level of security. With reference to the management of working activities, the above analysis did not uncover any specific risk situations. In 2007 the companies of the Espresso Group carried out training/tutoring, in accordance with priorities established, on emergency management, on risks connected with the use of video terminals and on other residual risks, involving personnel selected to manage risk issues. Health monitoring activities provided for in current protocols were also planned. In the second half of 2007, internal procedures for subcontracted work assignment and provision also reviewed and updated, in compliance with new norms introduced by Law 123/2007. With regard to information requirements of article 2428 of the Italian Civil Code on transactions with subsidiaries, affiliated and Parent Companies, and risk management, we refer to the related sections in the notes to the financial statements. A list of companies included in the consolidation area is reported in Attachment 1 of the Notes to the Consolidated Financial Statements at December 31, Proposed allocation of 2007 Net Profit To our Shareholders: the Financial Statements of Gruppo Editoriale L Espresso SpA that we submit to your approval close reporting a net profit of 166,161, We propose to distribute a dividend of 0.17 to each of the 404,831,788 ordinary shares currently in circulation (keeping into account the 29,615,000 treasury stocks held by the Company) with rights accruing January 1, 2007, and to allocate the remainder to the voluntary reserve, having the Legal Reserve already reached an amount equal to 20% of the share capital. Thus we propose to allocate: 68,821, to ordinary dividends to be distributed to Shareholders in a proportion of 0.17, gross of withholding taxes, for each share in circulation, to be paid out on April 24, 2008, with an ex-dividend date of April 21, 2008 against the presentation of Coupon 12; 97,340, to retained earnings. The proposed allocation of net profit keeps into account the provisions of article 2357 ter, 2 nd para., of the Italian Civil Code, providing for dividends accrued by treasury stocks to be distributed proportionally to other shares. The exact amount to be destined to the distribution of dividends and to retained earnings may vary according to the number of treasury stocks held at the ex-dividend date or according to the possible issue, on March 31, 2008, of a maximum of 9,314,900 shares with rights accruing January 1, 2007 as part of applicable stock option plans. Information on the ownership structure (pursuant to article 123 bis of Testo Unico della Finanza - Finance Act). The information is contained in paragraph 2 of the Report on Corporate Governance.
31 Information required by Consob - Resolution no
33 Information required by Consob - Resolution no Benefits based on financial instruments Stock option plans Stock option plans for managers of the parent company and its subsidiaries holding top positions within the Group assign the right to exercise at a pre-determined price and for a set term an option for the underwriting of new shares to be issued by the company pursuant to the related stock option plan resolutions. The related rules regulate, among other terms and conditions, also the case in which the assignee of the said options ceases for whatever reason to be employed by the company. Starting from 2001, ad hoc stock option plans were assigned to the Managing Director of the company, Marco Benedetto, giving him the right to acquire from the company at a pre-determined price and for a set term, a number of shares equal to the options already assigned to him. Employee stock option plans Current stock option plans are: 2000 Stock option plan On February 23, 2000, the Board of Directors, in application of the proxy assigned by the Shareholders Meeting on April 29, 1996, resolved a capital increase pursuant to article 2441, last comma, of the Italian Civil Code, for a total of 2,155,000 shares at a price of of which 0.15 of nominal value and of premium over par, determined in relation to the higher between the official price and the listed price on the Italian Stock Market (Borsa Italiana S.p.A.) on February 22, 2000 to service the 2000 Stock Option Plan. The stock option plan provides for the options to be exercised by each assignee in the following periods: a) up to a maximum of 12% of the total of options assigned starting from September 30, 2000 and at subsequent quarterly intervals until September 30, 2010; b) up to a maximum for each quarter of 6% of options assigned in the period between December 31, 2000 and March 31, 2004, and at subsequent quarterly intervals until September 30, 2010; c) the residual 4% of options assigned starting from June 30, 2004 and up until September 30, To the present date no option was exercised and, pursuant to the stock option plan, 735,000 options have expired. The residual number of shares is thus 1,420,000. April 24, 2001 Stock option plan On April 24, 2001, the Board of Directors, in application of the proxy assigned by the Shareholders Meeting on April 6, 2001, resolved a capital increase pursuant to article 2441, last comma, of the Italian Civil Code, for a total of 930,000 shares at a price of 6.25 of which 0.15 of nominal value and 6.10 of premium over par, determined in relation to the provision article 9, comma IV of the Testo Unico tax law that makes reference to the simple arithmetic mean of official stock market prices of the company s shares in the previous month, to service the April 24, 2001 Stock Option Plan. The stock option plan provides for the options to be exercised by each assignee in the following periods: a) up to a maximum of 12% of the total of options assigned starting from September 30, 2001 and at subsequent quarterly intervals until September 30, 2011; b) up to a maximum for each quarter of 6% of options assigned in the period between December 31, 2001 and March 31, 2005, and at subsequent quarterly intervals until September 30, 2011; c) the residual 4% of options assigned starting from June 30, 2005 and up until September 30, 2011.