Corporate

Segrate, 1 October 2024 – The Mondadori Group announces that Mondadori Media has today completed – in execution of the binding offer signed and disclosed on 22 July – the acquisition of 51% of the share capital of Fatto in casa da Benedetta S.r.l. (formerly Waimea S.r.l.), which holds all the intellectual property and economic exploitation rights pertaining to the image of Benedetta Rossi, as well as all the social media assets and the related content library.

The price of the acquisition, paid in full in cash, is € 6.9 million and reflects an enterprise value for 100% of the company, on a cash & debt free basis, of € 13.5 million.

The transaction, which sees Benedetta Rossi and Marco Gentili (through Maui Media) keeping a 49% stake in the company and remaining executive directors, is part of a targeted strategy to consolidate Mondadori Media’s role as a leading multimedia player in food & cooking, a driving sector for the country’s economy and one of Italy’s distinguishing features worldwide.

A highly successful cookbook author and star of TV programmes dedicated to the world of cooking, Benedetta Rossi is Italy’s most important creator in the food sector, a point of reference for over 17 million social media followers and 4 million unique monthly website users.
Through this acquisition Mondadori Media strengthens, therefore, in a synergistic and integrated way, its own position in the sector, where it already operates with GialloZafferano, the most-followed food media brand in Italy, and Zenzero, the talent agency that manages the best creators in the sector. This strategic partnership, moreover, enables the Group to become one of the world’s most important social media players in food, thanks to a total audience of over 87 million cooking enthusiast followers reached jointly by Benedetta Rossi and GialloZafferano globally.
Thanks to the synergies with GialloZafferano – in terms of audience, content production and know-how – Mondadori Media will focus, moreover, on the creation of increasingly innovative content, to boost the success of both brands, in Italy and abroad, and offer high-impact special projects and solutions to partner companies.

In terms of future developments, Mondadori Media will provide its team and expertise to promote Benedetta Rossi’s characteristics and core values with the aim of consolidating the brand Fatto in casa da Benedetta as well as launching its growth in new sectors. Strategic investments are planned to explore sectors adjacent to the world of food, with the aim of diversifying the business model and expanding the range on offer.

“With today’s signing Marco and I are writing a new page of our story, to transform what we’ve built into an even more robust company. After an initial phase that was highly satisfying and full of emotions, our ambition is to achieve even more challenging results, while still focusing on the primary objective of being close to, and actually helping, our audience”, commented Benedetta Rossi.

“For years our group has collaborated with Benedetta Rossi and Marco Gentili in making highly successful books. We have thus established a very strong relationship of trust and respect, which will also be fundamental to this new collaboration. We will provide them with our skills and passion to ensure that their project becomes even more of a point of reference for the many Italians who follow Benedetta Rossi every day with great fondness and trust”, comments Andrea Santagata, Chief Executive Officer of Mondadori Media, who is also Chairman of the company Fatto in casa da Benedetta.

Lastly, and as already announced, it should be noted that the terms of the transaction also provide for a variable component (so-called earn-out) – to be defined on the basis of the results of the two-year period 2023-2024 and of the financial year 2026 – the value of which, also due a contractual “cap” mechanism, is estimated to be € 3.2 million.
The agreements signed also provide for put & call options on a further 19% stake in Fatto in casa da Benedetta‘s share capital (exercisable after the approval of the 2028 financial statements), the exercise terms/strike price of which are linked to the company’s performance (turnover and EBITDA) in 2028.
Exercising these options would allow Mondadori Media to increase its stake to 70%, while keeping Benedetta Rossi and Marco Gentili shareholders at 30%, consistent with the long-term strategic partnership established by the transaction.

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

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

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

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2024, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Half-Year Report at 30 June 2024 presented by CEO Antonio Porro.

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

Performance at 30 June 2024

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Outlook for the year

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

Income Statement

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

Financial data

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

Performance of Business Areas

Trade BOOKS Area

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

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

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

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

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

Education BOOKS Area

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

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

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

RETAIL Area

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

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

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

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

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

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

MEDIA Area

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

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

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

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

The presentation of the results at 30 June 2024, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 pm for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company. 

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

Annexes (in the complete pdf): 

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – II quarter
4. Group cash flow
5. Glossary of terms and alternative performance measures used

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

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

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

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

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

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

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

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

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

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

Debuting on 5 September with an essay by Tony Blair on the art of governing is the new Silvio Berlusconi Editore, a publishing house founded by Mondadori Group with the purpose of focusing on liberal and democratic thought.

‘Silvio Berlusconi Editore,’ explains Marina Berlusconi, President of the Group ,‘will have a very precise objective: fighting for the concept of freedom and giving a voice to its broadest variations, while remaining absolutely separate from any form of political militancy. We decided to name this new publishing house after my father, Silvio Berlusconi, because his projects, his achievements, his life were founded on freedom. With no compromises. Talking about freedom today is more important than ever. Our society, Western society, appears increasingly threatened: wars, strengthening autocratic regimes, and the aversion that not a few of us show for the values our history was built on, starting with the most precious asset we have, freedom. An asset that we now see called into question.

Series

The publishing house will release a limited number of titles each year, divided into two series. The first, ‘Biblioteca’, will collect important books to be published or republished, translated for the first time or translated again, but classic books nevertheless, either already recognised or destined to become so. ‘Libera’, the second series, is dedicated to contemporary authors tackling open questions on current events. In fact, the publisher aims to alternate past and present beyond any scheme, while focusing on both literature and non-fiction, Italian and foreign authors.

Titles Being Released

With On Leadership. Lessons for the 21st Century, Tony Blair has written a manual for ‘an art of good governance’ that he wished he had known when he began his long political career. A synthesis of lessons in leadership from years of experience at the top of a large, long-standing liberal democracy.

A work that answers some fundamental questions: How can we prioritise and deal with crises? How can we balance short-term victories with long-term structural changes? What is the best way to attract investment, to reform healthcare or education and to ensure citizen safety? And what should governments do to take advantage of the enormous opportunities of the 21st-century technological revolution? A decade at the helm of the United Kingdom, a commitment to supporting developing countries, working for peace in the Middle East and the fight against extremism have given Tony Blair the tools to judge today’s political situation clearly, immersing himself in various and often conflicting settings and scenarios.

Together with the release of On Leadership, two classics published in the ‘Biblioteca’ series enhance the Silvio Berlusconi Editore line. Voltaire’s Letters on the English, a work written in 1727 and 1728, during the author’s stay in England, recounts the political model of the parliamentary monarchy, religious tolerance, and the dynamism of a society in which scientists and men of culture played a fundamental role, in contrast to the tyrannical French feudal model. In this edition, the French philosopher’s classic is translated for the first time from English, the language in which it was written almost in its entirety.

The classics in the ‘Biblioteca’ series also include The Passing of an Illusion by François Furet, a historian known for his studies on the French Revolution and long-time director of the École des hautes études en sciences sociales in Paris. This is a fundamental work of 20th-century history that seeks to understand the influence that communist ideas long exerted on Western intellectuals, despite the tragic experiences that marked it, first in the USSR, and then in other countries.

2025

With his eyes on Russia, more modern this time, Alexander Baunov, a philologist of antiquity, has written The End of the Regime, a book that has become a bestseller in his homeland as a symbol of resistance to Putin. The first translation in the world will be published in 2025 by Silvio Berlusconi Editore in the ‘Libera’ series.  The work focuses on an analysis of the fall of the regimes of Francisco Franco in Spain, António Salazar in Portugal and the colonels in Greece, capturing moments in the transition from dictatorship to democracy. Without ever explicitly mentioning them, analogies with the contemporary history of Putin’s Russia, are the key to grasping the different historical frameworks analysed by Baunov.

Also coming out in bookshops in 2025 is I giorni contati, a new essay by Ernesto Galli della Loggia in the ‘Libera’ series. Without making allowances, the historian and editor of ‘Corriere della Sera’ addresses the state of Western civilisation, which is denying its roots and no longer seems to remember its values. Rather than inviting us to feel sorry for ourselves, the diagnosis is a combative call to resistance, a reprimand to remember who we are and fight for our existence.

In 2025, the ‘Libera’ series will also publish Ragazzi di carta velina by Walter Siti, editor of the works by Pier Paolo Pasolini and winner of the Strega Prize in 2013 with Resistere non serve a niente. The great writer reflects on the fragility of children, making it an interpretative paradigm that runs through many of the changes taking place in our society. In his analysis, Siti chooses the language of the latest generation as a starting point to understand the dynamics of a social context in which no one wants to offend and everyone considers themselves a victim.

Finally, Bourgeois Virtues, Bourgeois Dignity and Bourgeois Equality are the titles of Deirdre N. McCloskey’s ‘Bourgeois Trilogy’, which will be published in the Silvio Berlusconi Editore ‘Biblioteca’ series next year. The author, a Senior Fellow at the Cato Institute in Washington D.C. and Professor Emerita at the University of Illinois Chicago, aims to show that capitalism and bourgeois values are a pillar of social, economic and cultural progress, in contrast to certain prejudices that persist in the public debate.

Starting on 26 June 2024, www.silvioberlusconieditore.it will be online with the first previews.

The following is Annex 3F of the Consob Issuers’ Regulation on the payment of shares held as treasury shares to the beneficiaries of the 2021/2023 Performance Share Plan.

Arnoldo Mondadori Editore S.p.A. informs that the updated Bylaws, following the resolutions adopted by the extraordinary shareholders meeting held on April 24, 2024, is available at the registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.mondadorigroup.com (Governance section).

The Mondadori Group has launched PLAI, the start-up accelerator designed to transform ideas, based on exploiting artificial intelligence, into successful entrepreneurial initiatives. PLAI will offer them a distinctive field of application and an industrial outlet both at the publishing house and with the initiative’s partners.

With PLAI, the Mondadori Group defines the following goals:

• set up a technology hub to identify highly innovative initiatives in its business sectors – publishing, education, retail, media and advertising;
• acquire a central role in the artificial intelligence revolution, becoming the core of a national and international community of innovators;
• create industrial value and competitive advantage through targeted investments in AI start-ups.

“Artificial intelligence is rapidly transforming many markets. In a scenario in which generative AI makes content creation and processing a feasible prospect by revolutionising the way any activity is carried out, we want to give a strong impetus in terms of knowledge and informed use of AI in all our business areas,” says Antonio Porro, CEO of the Mondadori Group. “As a leading media publisher, we want to play a central role in the Gen AI ecosystem to lead the industry as a trendsetter, attract talent and offer our customers new products and services. PLAI, our accelerator, was conceived with this goal in mind,” concludes Porro.

PLAI will operate in the pre-seed and seed phases by selecting, for each annual acceleration cycle, 10 Italian and international start-ups that will be supported with an initial investment of EUR 100,000 each, in exchange for a minority share. The Mondadori Group’s overall financial commitment is approximately EUR 6 million, to be invested over the three-year period 2024-2026.

In addition to capital, the accelerator will provide start-ups with concrete AI application areas, structured training and mentorship courses, besides the opportunity to participate in networking events. This will also be achieved with the unique set of skills and assets of relevant Italian and international partners, who have decided to join the Mondadori Group’s initiative, precisely, Startupbootcamp, I3P, Amazon AWS, PwC Italy, Multiversity, GroupM, Codemotion and Datapizza.

Core Operational Allies

• Startupbootcamp, Europe’s first start-up accelerator and a leading global network, will support the PLAI team during every stage of the project, contributing significantly in terms of international scouting, and providing its network of experts and mentors. PLAI and Startupbootcamp teams will cooperate intensively, sharing the same workplace. This partnership is an important part of Startupbootcamp’s vision to accelerate 100,000 technologies featuring a positive impact on the planet and society by 2030.
• I3P, the incubator of Politecnico di Torino, which supports the creation and development of innovative, technology-intensive start-ups, will support PLAI at all stages of the acceleration process, especially by enriching its training offer with more than 10 dedicated workshops.

Strategic collaboration HUB

• Amazon Web Services (AWS) will offer start-ups credits for using the AWS cloud featuring over 200 services, including those dedicated to Machine Learning and Generative Artificial Intelligence, as well as access to AWS’ team of AI experts.
• Multiversity, a leader in the world of education and a pioneer in generative AI applied to digital education, will provide its academic expertise in the technology transfer process, thus creating an ideal ecosystem for the success of start-ups in this field.
• GroupM will provide innovation and expertise in marketing, media and digital technology to bring start-ups closer to customers’ actual business environments.
• PwC Italia will support the PLAI team by providing its expertise acquired in the publishing and media market, and in innovation management processes, by contributing to scouting and training phases for start-ups, and by assisting the PLAI team as strategic advisor.

Communication & Networking

• Codemotion will involve network experts and support the PLAI community’s creation to enhance the programme by fostering meetings with its community of more than 250,000 developers through dedicated events and contests, and participation in the annual conference, a landmark for developers in Italy.
• Datapizza will support the PLAI community’s growth by creating synergies with Gen AI experts, and by reporting on the initiative on the Italian Media Tech, which counts 15 million organic impressions each month.

Where

PLAI‘s DNA is enclosed in the name, a pun that turns play into PLAI, with the addition of the AI factor. It symbolises a dynamic environment, a genuine playground for start-ups that are set and ready to explore and revolutionise the field of generative AI. The PLAl-Ground, a physical meeting and working place at the WAO PL7 space in via Lambertenghi 8, Milan, designed to stimulate creativity and discussions, and to accelerate the implementation of ambitious projects, will be placed at the disposal of start-ups.

Next steps

As of today, start-ups may apply to be examined and selected to access the acceleration programme promoted by PLAI. The selection phase for the 10 start-ups in the first cycle will end with the selection day in mid-September, while the four-month acceleration period will start in October. During this phase, each start-up will benefit from more than 50 hours of dedicated workshops conducted by Italian and international experts, and 20 hours of tailored mentorship. They will have the opportunity to apply their idea both within the Mondadori Group and at PLAI’s partners. In January, a Demo Day will be organised to introduce the start-ups to the market. They will make themselves known to investors and companies, and thus initiate a further important stage of development.

PLAI’s Chairman will be Antonio Porro, Chief Executive Officer of the Mondadori Group, while the CEO will be Stefano Argiolas, Chief AI Officer of the Mondadori Group and founder of Hej!,the start-up acquired by the Mondadori Group in 2021. It offers AI-driven performance marketing solutions.

Moreover, the PLAI team’s strategic decisions will be supported by an Advisory Board comprising a group of established professionals, academics and managers with wide-ranging expertise in AI and business development. They are determined to highlight and push the most promising start-ups to new heights. Advisory Board members are listed below: Alessandra Antonelli, Paola Bonomo, Marco Bressani, Luciano Catoni, Paola Colombo, Guido Di Fraia, Matteo Flora, Luca La Mesa, Marco Magnaghi, Paolo Merialdo, Paola Mogliotti, Giangiacomo Olivi, Giulio Ranucci, Alceo Rapagna, Maurizio Romandini, Chiara Russo, Massimo Sideri and Franco Spicciariello.

Are you ready to PLAI?
www.plai-accelerator.com

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Management Statement at 31 March 2024 presented by Chief Executive Officer Antonio Porro.

“I am very pleased with the economic and financial results achieved in the first quarter. Despite this being the seasonally less relevant period of the year, they allow us to confirm the outlook for the 2024 financial year. Furthermore, in the first few months of the current financial year our Group continued to develop its core businesses, focusing in particular on strengthening its presence in book publishing. We finalised the acquisition of 51% of Star Shop, a distribution and sales outlet management company operating in the comics segment, consolidated since 1st February, and, just a few weeks ago, we completed the acquisition of 100% of Chelsea Green Publishing, a publishing house focused on sustainability issues, which not only allows us to diversify our editorial portfolio, but marks a further step forward in our growth journey outside the Italian trade market, in the United States and the United Kingdom”, says Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group.

Consolidated revenues for Q1 2024 amounted to € 166.1 million, having grown by 3.8% on Q1 2023 (€ 160 million). Net of the change in consolidation scope between the two periods under review, resulting from the consolidation of Star Shop, organic revenue growth was 1.5%.

Adjusted EBITDA for Q1 2024 was € 4.8 million, up 9.3% on the € 4.4 million recorded for the same period of 2023, mainly thanks to the performance of the Trade BOOKS and RETAIL areas.

EBITDA for Q1 2024 came to € 5.7 million, compared to € 4.7 million as at 31 March 2023, showing an improvement of approximately € 1.1 million (+22.7%) due to the favourable dynamics of the management and extraordinary components.

The Mondadori Group’s EBIT for Q1 2024, negative by € 8.7 million, was € 0.5 million lower than the first three months of 2023 owing to the higher amortisation and depreciation recorded in the period, amounting to € 1.5 million, resulting both from the greater investments made in the last twelve months (€ +1 million, including € 0.25 million for the new flagship store project in Piazza Duomo) and from the accounting effects of the Purchase Price Allocation process (€ +0.5 million compared to Q1 2023) connected with the M&A transactions completed during 2023, particularly in the Trade BOOKS area.

Financial expense grew by 0.2 million in total as a result of greater charges linked to the IFRS 16 debt.

The consolidated result before tax for Q1 2024 is negative by € 10.2 million, down by approximately € 1.4 million from the € -8.8 million recorded on 31 March 2023, mainly due to a lower contribution (of approximately € 0.7 million) from the earnings of associates, which in the first quarter of 2023 benefited from a non-recurring component resulting from the fair value revaluation of the investment in the company A.L.I. of € 1.3 million.

The tax component for Q1 2024 is positive by € 4.1 million compared to € 3.6 million as at 31 March 2023 due to the lower pre-tax result.

The net profit attributable to the Group as at 31 March 2024 was negative by € 7.1 million, down compared to the net loss recorded in the first quarter of 2023 (€ -5.2 million) of approximately € 2 million, half of it deriving from the dynamics already mentioned and the remaining part linked to the greater share of the result pertaining to third parties (€ 1 million).

The Net Financial Position excluding IFRS 16 as of 31 March 2024 was € -133.3 million (net debt), an improvement of more than € 17 million compared to € -150.7 million in Q1 2023, due to significant cash generation by the business and despite the dividend distribution cash-out and the acquisition of Star Shop. The IFRS 16 Net Financial Position as of 31 March 2024 amounted to € -205.5 million (net debt), from € -220.8 million in 2023, due to an IFRS 16 debt component of € -72.3 million.

Cash flow from ordinary operations (after cash-out for financial expense and tax) in the twelve months prior to 31 March 2024 amounted to € 69 million and allows the Group to continue to strengthen its financial structure. Extraordinary cash flow was negative by € 19.2 million, mainly due to net cash-outs related to acquisitions and disposals of around € 10 million and restructuring costs of around € 5 million.

Consequently, LTM Free Cash Flow at 31 March 2024 was positive for € 49.8 million, confirming the Group’s capacity to finance its inorganic growth policy and shareholder remuneration policy.

PERFORMANCE OF BUSINESS AREAS

Trade BOOKS AREA

The first three months of 2024 saw a slight decline of 3.8% (in value) in the book market, resulting in particular from the trend in the months of January-February; in fact, the performance in March decidedly bucked the trend, showing an increase of 8.2% on the previous year.
In this context, the Mondadori Group’s publishing houses recorded a 4.7% drop compared to the first three months of 2023, which had however benefited from the publication of “Spare. Il minore” (Spare), the highly successful biography of Prince Harry published by Mondadori. Net of the revenue made from this book in 2023, Q1 2024 shows growth of 1.8% and therefore a significantly better performance than the reference market.

The Mondadori Group maintained its national leadership with a market share of 27.2% as of March 2024.

Revenue for Q1 2024 increased by 4.2%, 1.7% net of the consolidation of Star Shop: despite the first quarter of 2023 having benefited from the huge success of the publication of “Spare. Il minore” (Spare), the biography of Prince Harry published by Mondadori. This positive result is attributable in particular to the quality of the editorial plan implemented by the publishing houses and to several special initiatives, as well as to the growth in digital revenues.

The Adjusted EBITDA of the Trade BOOKS area for Q1 2024 stood at 14.8 million, having grown by approximately 12% (€ 1.6 million), largely due to the improved profitability of the publishing houses.

Education BOOKS AREA

School textbook publishing experiences a typical seasonal performance that sees sales squeezed in the second half of the year following the adoption campaign: as a result, the relating market shares for 2024 are unavailable at this time. For the same reasons, revenue achieved in the first three months typically represents less than 5% of the annual figure.

In the first quarter of 2024, the school textbooks business recorded an overall revenue of € 9.2 million, up 8.4% compared to Q1 2023 (€ 8.5 million) with a positive change attributable to the advance on supplies to top accounts, and therefore showing a performance that is not representative of the trend for the entire financial year.

Adjusted EBITDA in the first quarter of 2024 stood at € -13.8 million compared to € -11.7 million in the same period of 2023, as a result of the advanced production of the new textbooks made available to the sales network to support their promotion. Note that this result is not significant as it stems from the aforementioned seasonality of the business, with the costs of the operational structure and development of the textbooks marketed during the adoption campaign completed at the end of the month of May being recorded during the first quarter.

RETAIL AREA

As previously stated, there was a 3.8% decline (in value) in the book market in Italy in the first three months of 2024 compared to the same period of 2023. In this context there was a substantial stability of the physical channel (+0.4%) and a simultaneous negative trend in the online channel (estimated at -9.8%).
The Mondadori Group’s RETAIL area, however, recorded growth of 2.7% in Q1 2024, with a better performance compared to the market. Consequently, Mondadori Retail’s market share in the Book product stands at 12.5% (up 0.8% compared to 31 March 2023), driven by an excellent performance of direct and franchised stores.

In the first three months, revenue amounted to € 43.8 million, a 9% increase compared to the first quarter of 2023, also due to the consolidation of Star Shop’s retail activities. Organic growth amounted to 5.2%, driven by the Book product, sales of which increased by +4.9% (€ +1.6 million).
In the first three months, the RETAIL area presented an Adjusted EBITDA of € 2.3 million, highlighting growth of over 35% compared to the first quarter of 2023 (€ +0.6 million), attributable to the growth in revenues, in particular of the Book product, and the continued development and renewal of the direct store network.

MEDIA AREA

In the first two months of 2024, the advertising market (excluding search, social, classified and OTT) showed an increase of 4% compared to the previous year.
In Q1 2024, the MEDIA area recorded revenues of € 32 million, a slight decrease of 1% due to the effect of the traditional business, mainly resulting from the structural contraction of joint sales. Conversely, the digital business, which accounts for approximately 42% of the area’s revenues, show an overall growth in advertising revenues of 25% resulting in particular from the positive performance of the MarTech segment and the excellent results of the social agency activities launched in early 2023.

The Adjusted EBITDA of the MEDIA area in the first quarter of 2024 stood at € 3.2 million, having grown by approximately 11% compared to the previous year, owing to the performance of the digital business, the constant improvement in operational activities and the reduction in the cost of paper.

OUTLOOK FOR THE YEAR

In light of the results achieved in the first quarter and the reference markets scenario, the Group believes it can confirm the previously communicated guidance for the 2024 financial year.

Income Statement

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

Financial data

In the financial year 2024, the Group is expected to confirm the significant cash generation capacity and therefore an Ordinary Cash Flow of around € 70 million.

2024-2026 PERFORMANCE SHARE PLAN: ASSIGNMENT OF RIGHTS

The Board of Directors, having heard the Remuneration Committee, resolved on the assignments to the beneficiaries of the rights relating to the 2024-2026 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 24 April 2024. Information regarding the beneficiaries and the number of rights assigned are shown – by name, for the beneficiaries who are members of the Board of Directors, and in aggregate form for the other beneficiaries – in the table attached, prepared in compliance with Box 1, Schedule no. 7 of Annex 3A of the Issuer Regulation. The terms and conditions of the Plan are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 24 April 2024 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.gruppomondadori.it Governance section and on the storage mechanism www.1info.it to the contents of which reference should be made.

PUBLICATION OF THE MINUTES OF THE SHAREHOLDERS’ MEETING

Arnoldo Mondadori Editore S.p.A. informs that the minutes of the Ordinary and Extraordinary Shareholders’ Meeting held on 24 April 2024 are available on the authorised storage mechanism 1Info (www.1info.it), in the Governance section of the Company website www.mondadorigroup.com and at the Company’s registered office.

The Interim Management Statement at 31 March 2024 is made available by today through the authorised storage mechanism 1Info (www.1Info.it), on www.mondadorigroup.com (Investors section) and at the registered office.

The presentation of the results at 31 March 2024, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 pm for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company.

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

Annexes (in the complete pdf):

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Group cash flow
4. Glossary of terms and alternative performance measures used
5. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999