Class Editori S.p.A. Via M. Burigozzo, Milano Sito Internet: Cap. Sociale ,50 Euro R.E.A Cod.

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1 Class Editori S.p.A. Via M. Burigozzo, Milano Sito Internet: Cap. Sociale ,50 Euro R.E.A Cod. Fiscale e P.IVA

2 Class Editori S.p.A. and subsidiaries Registered office, 5, Via Marco Burigozzo, Milan Intermediate Management Report at 31 March 2010 The intermediate management report is prepared on a consolidated basis, as the Company is required to do by current standards. COMMENTS ON ECONOMIC DATA The income statement factors that contributed to the operating results of the first quarter of 2010, and which are highlighted in the accounts prospectus, can be summarised as follows: The total revenue of the period is equal to 27.3 million Euros with an increase of 1.6% compared to the corresponding value of the first quarter of 2009; The operating costs of the publishing house came to 25.5 million Euros, still down compared to the first quarter of 2009, during which considerable savings had already been achieved. Using the same consolidation method, the reduction is equal to approximately 3%; The gross operating margin (ebitda), defined as the difference between value and costs of production prior to depreciation/amortisation and financial expenses, is in the black by 1.8 million euro, up by 0.8 million compared to the same period in 2009 (+74.4%). Depreciations and write-downs came to 2.27 million euro, an increase of 0.31 million euro compared to the same period of 2009; The net financial charges went from 72 thousand euro in the first quarter of 2009 to 112 thousand euro for the same period of 2010; The group has a net loss after minority interests of 0.66 million euro, against a loss of 0.79 million euro during the same period of the preceding year. The improvement is equal to 16.8%. Page 2

3 MAIN ECONOMIC-FINANCIAL EVENTS IN OF THE FIRST QUARTER OF 2010 The first quarter of 2010 was characterized still by strong instability in the financial markets, the crisis of which has distinguished the last two years of the world economy, with negative consequences still evident in particular in the course of the European markets. In the advertising market, we are starting see some signs of recovery for newspapers publications, which are showing overall an increase of 3.5% compared to the same period the previous year (Nielsen and FCP data), while advertising for magazines is still very weak, which compared to the first quarter of 2009 has lost approximately 14% (Nielsen data for monthly publications). The circulation levels in the market are also substantially down, and in general the publishing market is suffering still elements of great uncertainty. The publishing house has managed to contain the effects of the drops in advertising sales and circulation with a turnover showing a modest recovery and, by continuing the operation of cost containment, has significant improved during the quarter the gross operating margin. The circulation figures for the period remain high, considering the difficulties and decreases seen in the print media market: Class registers for the period (updated moving average) a circulation of approximately 75,000 copies and Milano Finanza approximately 99,000 copies. The first quarter of 2010 saw traffic on the Class Group websites increase overall both in terms of pages visited and in single browser (user) terms, showing new records in February and March: The average growth of the quarter compared to the last quarter of the previous financial year was 11.6% and 14.9% respectively; percent increases that rise to 38.3% and 30.8% if one takes as reference the pages visited and the single browsers of the first quarter of 2009 (source Audiweb). The publishing house, precisely to face the continuing economic crisis, continues to invest in order to improve the quality and quantity of offered products and media in addition to diversifying its offering on the market, targeting new segments and improving its competitive positioning. The sector in which recently the greatest efforts and the largest investments have been concentrated is that of television, where the strategic opportunities are more significant: As regards the program of considerable development in the business also in anticipation of the switch off to terrestrial digital in the process of completion, the publishing company concluded Page 3

4 two significant partnership agreements with the General Electric/NBC Universal group, already partner in the Joint Venture Class Cnbc. The first concerns the leader in weather forecasts, The Weather Channel, to create also in Italy weather information of very high quality, with programs that also explain the evolution of the climate on the planet. The second agreement concerns MSNBC, the information and non-fiction program channel, today the prime time U.S. leader compared to the competitor channels (CNN and Fox News). Revenue in the period can be outlined as follows: (millions) Change 31/03/ /03/2009 % Newsstand sales 2,71 2,89 (6,2%) Subscription revenues 10,67 10,03 6,4% Advertising revenues 11,24 11,64 (3,4%) Other revenues 2,70 2,33 15,9% Total 27,32 26,89 1,6% The reduction in revenue through newsagents is associated with the market situation and derives from the fall affecting the entire printed matter market which also affected, albeit to a limited extent, our publications. The increase in revenues for subscriptions was mainly due to the good results obtained by the subsidiary MF-Honyvem in the sale of business information. The trend in advertising revenue is basically in line with those registered by the market as described previously, while the increase in the other revenues is for the most part a result of the training activities carried out by the Assinform/Dal Cin Editore S.r.l. company. Page 4

5 FINANCIAL SITUATION The financial situation at 31 March 2010 is as follows: (thousands) 31/03/ /03/ /12/2009 Net medium/long-term financial indebtedness (2.565) (3.516) (2.083) Net short-term financial indebtedness/net shortterm cash in hand (30.053) (28.519) (28.813) Of which: Financial payables (34.736) (30.161) (35.107) Availability and financial amounts receivable Net financial position: Net Indebtedness/net availability (32.618) (32.035) (30.896) The net financial position of the publishing house pointed out in the statement shows at 31 March 2010 net liabilities of 32.6 million Euros; the increase of 1.7 million Euros compared to 31/12/2009 is mainly due to the periodicity of revenues, made more difficult by the crisis, while the indebtedness remained substantially unchanged compared to 31/03/2009. Medium to long-term financial payables include three facilitated long-term loans stipulated with Centrobanca, two of which expire in 2011 and one which expires in 2015, as well as a loan with Mediocredito expiring in Current financial payables include stand-by financing and overdraft facility credit lines; this credit was overall half utilized. PERSONNEL Period average 31/03/ /12/ /03/2009 Executives Journalists and FRT Clerical staff Total Page 5

6 The reduction in the labor force compared to the average data of the 2009 financial year is mainly due to early retirement of certain employees granted by the Milano Finanza Service S.r.l. Class Editori S.p.A. carries out its activities at its registered office in Via Burigozzo 5, Milan, and also at the following operative offices: Milan - 8, Via Burigozzo Rome - Via Santa Maria in Via, 12 ACCOUNTING PRINCIPLES AND EVALUATION CRITERIA The accounting principles adopted in preparing the accounts prospectus and consolidated quarterly data are the same as those used for the consolidated financial statement in the previous financial year. This consolidated intermediate management report was prepared using the evaluation criteria of historic cost, except for the financial tools available for sale, which, if present, were assessed at fair value. The figures for the comparison period have also been reclassified according to IFRS. The Intermediate Management Report at 31 March 2010 was prepared in accordance with Article 154 ter of D. Lgs. 195/2007, as well as the Regulations for broadcasters issued by Consob as defined in Article 82 of Consob Regulations n /1999 (and subsequent modifications and integrations) and enclosure 3D of these Regulations. Complete information, for both the consolidated group financial statements and for the parent company CIA S.p.A., was published within the scope of the 2009 half-year report and the annual financial statements at 31 December 2009, to which reference is made. CONSOLIDATION AREA The consolidation area includes the parent company Class Editori S.p.A. and the companies which it controls, that is having the power to determine the financial and management policies of a company in order to obtain benefits from its activities. Subsidiary companies are consolidated as of the date when control was effectively transferred to the group and cease to consolidated from the date when such control is transferred outside the group. Page 6

7 Subsidiary companies are consolidated with the integral consolidation method. The preparation of consolidated data involved the patrimonial, economic and financial situations of subsidiary and controlled companies, defined by individual companies in the group at the reference date, suitably reclassified and adjusted to reflect the application of the uniform accounting principles adopted by the group. Preparation of the consolidated quarterly situation eliminated all balances and operations between Group companies, as well as profits and losses not incurred in infra-group operations. Subsidiaries that were non-operative or in liquidation were consolidated with shareholder's equity method or the cost method whenever their influence on the result of the group was not significant. Equity holdings in associate companies, that is those in which the Group has a significant influence, were assessed with the shareholder's equity method, as defined by IAS 28. Profits or losses of pertinence to the group are acknowledged in the consolidated financial statement at the date when such significant influence began and until the date when it ceased. Page 7

8 Following is the consolidation area of the publishing house at 31 March 2010: Line by line method Subsidiary companies of Class Editori S.p.A. that were consolidated as well as Class Editori S.p.A. with the global line-by-line method are the following: Percentage of Ownership - Milano Finanza Editori S.p.A. 87,827 % and subsidiaries: - Milano Finanza Servizi Editoriali S.r.l. 99,00 % - MF Editori S.r.l. 100,00 % - Lombard Editori S.r.l. 50,10 % - PMF News Editori S.p.A. (previously Capitale Sud Editori S.p.A.) 89,00 % - Campus Editori S.r.l. 70,00 % - Milano Finanza Service S.r.l. 75,01 % - Edis S.r.l. 99,50 % - MF Conference S.r.l. 51,00 % - DP Analisi Finanziaria S.r.l. 94,73 % - EX.CO S.r.l. 100,00 % - Class Editori Service S.p.A. 100,00 % - (directly 80%) - (through E-Class 20%) - Classpi S.p.A. 51,00 % and subsidiaries: - Class TV Service S.r.l. (previously Capital Advert. S.r.l.) 100,00 % - E-Class S.p.A. 100,00 % - Global Finance Media Inc. 73,52 % - Class CNBC S.p.A. (1) 2,73 % - CFN/CNBC B.V. 68,43 % - Radio Classica S.r.l. 99,00 % - Fainex S.p.A. 99,89 % - MF Dow Jones S.r.l. (2) 50,00 % - Telesia S.p.A. (2) 50,00 % and subsidiaries: - Classpi Digital S.r.l. (ex Telesia Pubblicità S.r.l.) (3) 77,00 % - Country Class Editori S.r.l. 100,00 % - Fashion Work Business Club S.r.l. 100,00 % - MF- Honyvem S.p.A. 70,00 % - Assinform/Dal Cin Editore S.r.l. 65,00 % I Love Italia S.r.l. 51,00 % - Class Meteo Services S.r.l. 100,00 % - TV Moda S.r.l. (4) 51,00 % (1) Consolidated using the line-by-line method given that it is 63.34% controlled by CFN CNBC Holding B.V. (2) Consolidated using the line-by-line method as Class Editori S.p.A. has operational control (3) The remaining 23% is directly owned by Class Editori S.p.A. (4) Acquired at the end of the period. Page 8

9 Equity method The following Class Editori S.p.A. associated companies have been consolidated using the net equity method Italia Oggi Editori - Erinne S.r.l. and its subsidiaries 48,00 % - Romaintv S.p.A. 12,00 % Compared to the area of consolidation at 31 December 2009 we wish to point out the entry into the perimeter of the Companies Class Meteo Services S.r.l. and TV Moda S.r.l. The first was established on 2 February 2010 and is still in the start-up phase. It is destined to develop products in the sector of meteorological forecasting, to be distributed to the various business channels of the publishing house. The second holding was acquired on 29 March The company owns a channel specialized in the fashion sector aired on the satellite platform among the free channels. The companies Agefi-Class S.A. and Web Job S.p.A. were excluded from the scope of consolidation given that they are inactive or in liquidation. Also excluded from the consolidation and therefore valued at cost were the companies I Love Italia and Class Meteo Services, since they are still in the start-up phase. Also valued at cost was the holding in the Società TV Moda since it was acquired at the end of the quarter of reference. Page 9

10 MAJOR EVENTS IN THE CURRENT QUARTER AND FORESEEABLE MANAGEMENT EVOLUTION In April, the inclusion in the consolidation of TV Moda became operational, of which Class Editori purchased 51% from the two founders, Giovanni Muciaccia and Giovanna Coletti (the public knows her better by her stage name, Jo Squillo). TV Moda, television production company, edits among other things the channel with the same name, broadcast on Number 812 of the Sky platform. Since 2005, TV Moda is the television channel dedicated entirely to the world of Italian fashion and its protagonists. As well as for its own channel, the company also creates productions for other television networks and organizes events such as the International Fashion Show, the last edition of which, with the fashion show of the collections of the major Italian and international designers, was held in Piazza Scala in Milan and was broadcast by 50 international television stations. 30% of the capital of Class HORSE TV, the first television channel dedicated to the allaround world of horses, was underwritten. Despite the beginning of the first quarter of the year showing only weak signs of recovery in the publishing market, the publishing house is strongly committed to creating and realizing editorial projects and advertising communication (some of which are linked to the celebration of thirty years of Capital and its international edition), the results of which are expected during the continuation of the financial year. Lastly, every effort is continuing to be made to contain costs so as to ensure that positive results will be achieved also for the current year. For the Board of Directors Vice President and Managing Director Paolo Panerai Page 10

11 CLASS EDITORI S.p.A. and Subsidiaries Intermediate Report on Operations 01/01/ /03/2010 Consolidated economic data (Euro x 000) INCOME STATEMENT 31/03/09 31/03/10 REVENUES Revenues from sales Other operating revenues Total revenues COSTS Operating costs Gross operating profit - EBITDA Amortization, depreciation and write-downs Operating result - Ebit (917) (453) Net financial income (charges) (72) (112) Pre-tax profit (989) (565) Pre-tax third-party (profit) loss 201 (91)) Pre-tax Group profit (788) (656) Page 11

12 DECLARATION AS PER ARTICLE 154-BIS ITEM 2 OF LEGISLATIVE DECREE 24 FEBRUARY 1998, N. 58 The undersigned Emilio Adinolfi, as the Director responsible for the preparation of company accounting documents for Class Editori S.p.A., hereby certifies that the accounting information in this document reflects documented results, books and accounting entries. Director responsible Emilio Adinolfi Page 12

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