Embed Size (px)
DESCRIPTION
De Agostini Annual report 2013
Citation preview
2
ANNUAL REPORT 2013
Figures from the “Restated Consolidated Financial Statements”.
Net revenues (EUR million)
2012
5,097
0
1,000
2,000
3,000
4,000
5,000
6,000
2013
4,906
ORDINARYEBIT
2012
(EUR million)
0
100
200
300
400
500
600
700624
2013
637
EBITDA (EUR million)
2012
1,168
0
200
400
600
800
1,000
1,200
1,400
2013
1,155
32
ANNUAL REPORT 2013
Figures from the “Restated Consolidated Financial Statements”.
Netconsolidated result (EUR million)
2012
Consolidated net profit (loss) Cons. Statement of Comprehensive Income (Stat. of Perform. - IAS 1)
270
(100)
0
200
400
142
2013
91
(10)
EBT (EUR million)
(400)
(200)
0
200
400
600
2012
EBT (A+B)Ordinary EBT (A) No - ordinary EBT (B)
443
(167)
276442
(198)
244
2013
Financialstructure
12.31.2013
(EUR million)
Total Shareholders’ Equity Net Financial Position
5,000
4,000
3,000
1,000
2,000
0
-2,000
-1,000
-3,000
-5,000
-4,000
(4,011)
4,015
12.31.2012
(4,124)
4,078
4
ANNUAL REPORT 2013
De Agostini S.p.A. (previously B&D Holding di Marco
Drago e C. S.a.p.a.) controls a group of operating
companies organised by business activity, whose structure
can be summarised as follows:
• Businesses
- Publishing
- Media & Communication
- Gaming & Services
• Finance
Each business comes under the responsibility of a sub-
holding company, which co-ordinates, manages and controls
all the operating companies that pertain to it.
Alongside the above-mentioned activities, holding
company activities are carried out by companies in
the holding company structure which, in addition to
De Agostini S.p.A., includes other directly- and indirectly-
controlled financial companies.
A diagram summarising the Group structure is shown below,
followed by a brief description of the activities carried out by
each business.
1. THE GROUP
Attività Editoriali Atresmedia
MEDIA & COMM. GAMES AND SERVICES FINANCEPUBLISHING
Zodiak Media
Grupo Pl.-DeA (JV)
Partworks
Direct Marketing
Libri
International
Americas
Italy
Alternative Asset Management
Private Equity Investment
DE AGOSTINI S.P.A.
Gtech (S.p.A.)DeACommunications
De Agostini Editore DeA Capital
Ass. Generali
5
ANNUAL REPORT 2013
4
PUBLISHING
This is the Group’s traditional business, and is organised by
business unit, based on the nature of products provided and
the channels used, as detailed below:
• Partworks, which includes the Italian and international
activities of the partworks business, coordinated by De
Agostini Publishing; in this area, the Group produces
collections – sold through newsstands and on subscription
- aimed at various target markets, including hobbies,
cinema, products for children and cookery courses.
• Direct Marketing, which includes activities managed via
Editions Atlas France and Editions Atlas Suisse; in this
area, the Group operates with the product lines “Print &
Collectibles”, “Consumables” and “Direct Sales” and with
the “Atlas For Men” catalogue sales offered to customers
in various European countries and in Russia by mail order
and direct sales.
• Books, which includes the traditional Italian publishing
activities of Books, Cartography and School Texts,
coordinated by De Agostini Libri. In Books and
Cartography, the Group operates through De Agostini
Libri, which is active in general and illustrated books,
children’s books, maps and travel guides. In School Texts,
the Group mainly operates on the Italian market under a
number of brands in the primary and secondary school,
university and dictionary segments. The Group withdrew
from the General Reference business at the end of 2012.
The Group is also active in the Digital area, which
encompasses activities related to theme–based TV channels
and a series of properties on digital platforms. Specifically,
the Group manages an offer for children with the theme-
based TV channels: “DeA Kids” and “DeA Junior” on the Sky
satellite platform and “Super!”, broadcast simultaneously on
free terrestrial digital TV and on the Sky platform. In 2012,
the new “DeA Sapere” channel, targeted at family audiences,
was also launched on the satellite platform.
The sub-holding company for the Group’s publishing activities
is De Agostini Editore S.p.A. (De Agostini Editore), which
is 100% owned by De Agostini S.p.A.
The Publishing business of Grupo Planeta-De Agostini, a
50:50 joint venture with Planeta Corporación, a subsidiary of
DeA Communications responsible for Partworks and Training
activities in Spain, France, Portugal and Latin America,
operates outside the De Agostini Editore Group structure.
MEDIA & COMMUNICATION
This business includes the Group’s interests in the production,
distribution and broadcasting of content for television,
cinema and other media.
In 2007, the business started to expand its “content” via
a build-up process, which initially led to the acquisition of
controlling stakes in Magnolia and Marathon Group and
subsequently in Zodiak Television (2008) and RDF (2010);
all investment made in the business – i.e. the total holdings
in Magnolia, Marathon Group, Zodiak Television and RDF
Media – are now entirely owned by the holding company
Zodiak Media; at 31 December 2013, this was around
86% owned by the De Agostini Group, with the remaining
14% owned by institutional investors and managers of the
operating companies.
The sub-holding company for the Group’s Media &
Communications business is DeA Communications S.A.
(DeA Communications), which is fully-owned by De Agostini
S.p.A.; at 31 December 2013, in addition to the above-
mentioned Zodiak Media, the companies listed below form
part of this business:
• Atresmedia, a Spanish national radio/TV broadcaster
listed on the Madrid stock exchange;
• DeA Planeta, active in cinema and content distribution
in Spain.
Atresmedia and DeA Planeta are subsidiaries of Grupo
Planeta-De Agostini, a 50:50 joint venture with Planeta
Corporación.
6
ANNUAL REPORT 2013
GAMING & SERVICES
The business comprises the Group’s activities in Gaming &
Services.
The sub-holding company for these activities is Gtech S.p.A.
(Gtech, previously Lottomatica Group S.p.A.), a
company listed on the Milan Stock Exchange and in the
Sponsored Level 1 American Depository Receipt (ADR)
programme on the US over-the-counter market, and active
in around 60 countries worldwide. Gtech is controlled by
De Agostini S.p.A. directly and indirectly (through DeA
Partecipazioni). De Agostini S.p.A. holds a majority stake of
around 59% in the company (at 31 December 2013).
In 2013, Gtech’s operational reorganisation and business
development plan was launched and finalised. The aim of the
plan is to boost growth, increase efficiency, drive profits and
speed up the Group’s internationalisation process to take
full advantage of all development opportunities, focusing
on the three geographical areas of Italy, the Americas and
International, with the support of the central products and
services structure.
Gtech operates in the following businesses:
• Lotteries: the global leader in high-security processing
systems for online lotteries; plans, sells and manages a
complete range of terminals for sales outlets authorised
to manage lotteries, electronically connected to a
centralised system that serves as an intermediary
between the outlets, where individual transactions
take place, and the lottery regulatory authorities;
provides instant ticket-printing and related services;
has developed, and continues to develop, new systems
for lotteries, granting new gaming brands under licence
of the regulatory authorities in the various jurisdictions,
and installing its entire range of new lottery ticket
distribution machines; in a growing number of countries,
operates as a private manager, under government
supervision, of all lottery operations and the main
associated activities; operates as an exclusive licence-
holder for the Lotto and Gratta & Vinci (scratchcards)
concession in Italy;
• Sports Betting: provides a sports betting platform
which consists of a central core with associated support
modules; it holds numerous concessions for managing
sports and horse race betting, as well as non-sporting
events relating to the world of theatre, music, culture,
and national and international news;
• Gaming Machines: plans, develops, produces and
supplies machines, games, systems and software for the
global regulated gaming market; is the world leader in
the supply of video lotteries and centralised systems and
games in North America and Europe, and is the leading
supplier of video lotteries and games in the US; it is the
leading supplier of traditional slot machines and video,
and is the number one producer of gaming systems in
Europe, Asia, Latin America and the United States for
Native American casinos, as well as supplying AWPs and
gaming software in Europe;
• Interactive Games: provides interactive games, such
as online poker, casino, bingo and other skill games;
• Commercial Services: offers processing services for
high volumes of commercial transactions not connected
with lotteries, including top-up services for mobile
phones, usage payments, and ticket sales for music and
sporting events.
FINANCE
This business includes the activities carried out within the
Group in alternative investment, particularly private equity
investment and alternative asset management, or financial
investment activity in general:
• PRIVATE EQUITY INVESTMENT
• Direct investment in the services sector in Europe
and Emerging Europe. Note in particular the strategic
shareholding in Générale de Santé, France’s leading private
healthcare provider, whose shares are listed on the Paris
Stock Exchange, and in Migros, Turkey’s biggest food
retail chain, whose shares are listed on the Istanbul Stock
Exchange.
• Indirect investment in private equity funds of funds, co-
investment funds and theme funds.
7
ANNUAL REPORT 2013
6
• ALTERNATIVE ASSET MANAGEMENT
• IDeA Capital Funds SGR, active in the management
of private equity funds, funds of funds, co-investment
funds and theme funds (with assets under management
totalling about EUR 1.3 billion).
• IDeA FIMIT SGR, active in the management of real
estate funds (with around EUR 9.2 billion assets under
management).
• IRE/IRE Advisory, which operates in project, property
and facility management, as well as real estate
brokerage.
The sub-holding company for the Group’s Finance business
is DeA Capital S.p.A. (DeA Capital), which is listed on the
FTSE Italia STAR segment of the Milan stock exchange and
is directly controlled by De Agostini S.p.A. with a stake of
around 58.3% (at 31 December 2013).
The business also includes a minority shareholding (around
2.3% at 31 December 2013, unchanged on 31 December
2012) in Assicurazioni Generali, one of Europe’s leading
insurance companies, which is listed on the Milan stock
exchange, held via DeA Partecipazioni (a company directly
controlled by De Agostini S.p.A.).
HOLDING COMPANY activities
Holding company activities including the activities carried
out by the companies within the “holding company
structure”, which comprise - apart from De Agostini
S.p.A. - other directly or indirectly controlled financial
companies; these activities relate to the management of
shareholdings in the sub-holding companies of the Group’s
individual businesses, as well as its interests in non-strategic
shareholdings and activities.
At 31 December 2013, the main companies in the holding
company structure are:
• DeA Partecipazioni, which holds minority share capital
of Assicurazioni Generali (as well as a shareholding in
Gtech, previously Lottomatica Group);
• De Agostini Invest, which holds a number of
investments in non-strategic financial activities;
• DeA Factor, which carries out factoring of receivables
due to Group companies from third parties.
8
ANNUAL REPORT 2013
PUBLISHING
Disposal of the shareholding in UTET and the “UTET Medical Sciences” business divisionOn 7 January 2013, De Agostini Libri completed the sale
of its entire shareholding in UTET, equal to 99.54% of the
company’s share capital to third parties, for a total of around
EUR 1.3 million; the “UTET Medical Sciences” division was
also sold with effective date 1 March 2013.
Disposal of “Centro Europeo di Formazione” (CEF Italia) business division On 28 June 2013, with effectiveness date 1 July 2013, De
Agostini Editore sold the “Centro Europeo di Formazione”
business division to third parties for EUR 0.4 million (plus
a price supplement of up to EUR 0.4 million to be paid
based on the achievement of a set target for the collection
of receivables within the 30 months following the disposal
date).
MEDIA & COMMUNICATION
Refinancing of Atresmedia and Grupo Planeta-De AgostiniIn 2013, as part of the implementation of the programme
to refinance outstanding debt, two syndicated loans were
taken out for Atresmedia (over four years, totalling EUR
270 million), and Grupo Planeta-De Agostini (over five
years, totalling EUR 321 million).
Acquisition of full control of KMIn July 2013, Zodiak Media acquired full control of subsidiary
KM, for EUR 21.6 million (acquiring the 49.999% residual
portion of the capital not yet owned).
GAMING & SERVICES
Operational reorganisation and business development planFrom 3 June 2013, Lottomatica Group changed its name to
Gtech (S.p.A.), in order to further develop the business by
using the visibility of the “Gtech” brand in the global gaming
industry.
In 2013, Gtech’s operational reorganisation and business
development plan was launched and finalised. The aim of the
plan is to boost growth, increase efficiency, drive profits and
speed up the Group’s internationalisation process to take
full advantage of all development opportunities, focusing
on the three geographical areas of Italy, the Americas and
International, with the support of the central products and
services structure.
Acquisition of the management of the New Jersey LotteryIn June 2013, Northstar New Jersey Lottery Group, a
joint venture in which Gtech holds an indirect stake of
approximately 41%, signed a 15-year contract to manage
the New Jersey Lottery, which was launched during the year.
The contract is due to expire on 30 June 2029.
Facilitated settlement of disputes on gaming machines in ItalyOn 15 October 2013, Lottomatica Videolot Rete – exercising
the provisions of Decree Law 102/2013 (IMU Decree), which
in order to quickly resolve tax disputes, offers the possibility
of facilitated settlement of disputes lost by the taxpayer
in the first instance judgement, through the payment
of a minimum of 25% of the damages quantified in the
first instance judgement – filed a request for a facilitated
settlement of the outstanding dispute on gaming machines.
2. SIGNIFICANT EVENTS DURING THE YEAR
9
ANNUAL REPORT 2013
8
In its ruling of 30 October 2013, confirmed on 8 November
2013, the Court of Accounts set the amount due from
Lottomatica Videolot Rete at 30% of the amount originally
defined in the first instance judgement (EUR 100 million);
Lottomatica Videolot Rete therefore paid the remaining
amount of EUR 10 million, in addition to the EUR 20 million
that had paid previously.
Settlement of tax disputesIn December 2013, Gtech reached an agreement with the
Italian Tax Authority to settle several outstanding tax disputes,
particularly in relation to the corporate reorganisation and
consequent restructuring of intercompany dealings relating
to the acquisition of Gtech Holding Corporation in 2006, the
proceedings relating to Bingo in Italy for 2002-2004, as
well as certain issues related to acquisitions in the Gaming
Machines sector completed in 2007-2008.
The total outlay was EUR 34.7 million, of which provisions of
EUR 6.3 million had already been made in previous years.
FINANCE
Purchase of a further shareholding in IDeA FIMIT SGR On 29 April 2013, DeA Capital acquired 2.98% of the share
capital of IDeA FIMIT SGR from Inarcassa, increasing its
total shareholding to 64.28%, for approximately EUR 6
million. Financial equity instruments issued by IDeA FIMIT
SGR and held by Inarcassa were excluded from the sale.
Acquisition of the Colliers Real Estate Services Italia business divisionOn 16 October 2013, subsidiary Innovation Real Estate
(IRE) completed the acquisition of the “Colliers Real Estate
Services Italia” business division, active in property, facility
and project management, and technical property services,
including due diligence, settlement, etc., for payment in
newly issued shares of IRE and the entry to IRE’s share
capital by Colliers, the business division’s former owner.
Specifically, Colliers received a 3% shareholding in IRE’s
capital in exchange for the acquisition; a further 3% will be
paid 24 months after the acquisition subordinated to the
achievement by the business division of the results set out
in the business plan.
The parties also agreed that should the business division
post a considerable overperformance, Colliers will be
granted a further 2% stake in IRE via the placement of
another tranche of the capital increase in cash (at nominal
value).
Sale by Générale de Santé of its psychiatric activitiesOn 18 December 2013, subsidiary Générale de Santé
finalised the sale of its psychiatric division (Medipsy), which
has a turnover of around EUR 150 million and 29 clinics in
France, to Australian group Ramsay Health Care.
Following this transfer and the sale of four rehabilitation
centres, Générale de Santé has completed its plan to
focus once again on medicine, surgery, obstetrics and the
rehabilitation clinics included in the geographical centres in
which the Group is organised.
The combined operations mentioned above had a beneficial
effect of around EUR 200 million on the subsidiary’s net
financial position.
Performance of the investment in Assicurazioni GeneraliOn 31 December 2013, De Agostini S.p.A. owned indirectly
2.3% of the share capital of Assicurazioni Generali, i.e.
35,190,000 of its shares (unchanged compared with 31
December 2012).
These shares have been valued in the consolidated financial
statements at approximately EUR 602 million, based on the
market price at 31 December 2013 (EUR 17.10 per share,
compared with EUR 13.74 per share at 31 December 2012),
with an increase in the fair value reserve of EUR 118 million.
10
ANNUAL REPORT 2013
HOLDING COMPANY activities
Dividends paid/receivedIn June 2013, the Company’s shareholders’ meeting approved
the financial statements to 31 December 2012, which closed
with a net profit of EUR 15.8 million. The shareholders
approved payment of dividends totalling EUR 19.2 million
by way of a partial distribution of the extraordinary reserve.
In 2013, in addition to the dividends received by the
companies included in the holding company structure (EUR
0.2 million), De Agostini S.p.A. received dividends from sub-
holding companies totalling approx. EUR 67.6 million; this
amount related entirely to Gtech (previously Lottomatica
Group).
Capital increase by De Agostini S.p.A.On 29 June 2013, the extraordinary shareholders’ meeting
of De Agostini S.p.A. voted to launch a capital increase
of up to EUR 2,423,208, via the issue of up to 2,423,208
new shares, to be offered, without option rights, to a new
company Investendo Due (S.r.l.); on 18 July 2013, the capital
increase was fully subscribed and paid up by Investendo
Due, which thus became a shareholder of De Agostini S.p.A.
with a stake of around 5.303%.
The shares subscribed by Investendo Due take precedence
over shares outstanding at 31 December 2012 in the
distribution of certain reserves, in accordance with the new
articles of association adopted following the resolutions of
the above-mentioned extraordinary shareholders’ meeting.
Note that 99% of Investendo Due is owned, directly and/or
indirectly, by directors and senior managers of De Agostini
S.p.A., while the remaining 1% is held by B&D Holding.
Refinancing of De Agostini S.p.A.On 24 April 2013, De Agostini S.p.A. signed a “Club Deal”
bank loan agreement – with Mediobanca as arranger and
BPN, BPM, BNL and UniCredit – for a total amount of EUR
345 million and a maturity of five years, in order to lengthen
the maturity of outstanding lines for the same amount.
Subsequently, on 30 October 2013, De Agostini S.p.A. signed
a bank loan contract with UBI-Banca Regionale Europea for a
total of EUR 170 million - replacing the EUR 150 million UBI-
BRE line and the EUR 50 million UBI (ex Centrobanca) line,
which was not used - with a maturity of 4.5 years.
Sale of UniCredit sharesIn the first half of 2013, De Agostini S.p.A. sold on the
market, in several tranches, all the UniCredit shares it held,
earning a of total EUR 26.9 million and with a capital gain of
EUR 12.9 million.
Equity derivatives on Gtech shares (previously Lottomatica Group)On 29 August 2013, the unwinding of equity derivatives,
with an underlying of 3,264,000 shares of Gtech (previously
Lottomatica Group), was completed, with a positive impact
on the income statement of approximately EUR 14 million
(and an equivalent impact on the consolidated net financial
position).
11
ANNUAL REPORT 2013
10
Note that a “pro forma” statement was also prepared
for 2012, excluding the contribution of B&D Finance,
which was consolidated up to the date it was spun off
in December 2012.
3.1 Restated Consolidated Financial Statements
Below is a summary of the Group’s key financial and
operating performance indicators, based on the restated
Consolidated Financial Statements, prepared in accordance
with the principles mentioned in the section “Information on
the Consolidated Financial Statements for the year ending
31 December 2013”:
3. ANALYSIS OF THE GROUP’S OPERATING PERFORMANCE AND FINANCIAL POSITION
Figures in EUR million 20132012
Pro-Forma 2012
Change
Absolute %
Net revenues 4,906 5,097 5,097 (191) -4%
EBITDA 1,155 1,151 1,168 (13) -1%
Deprec., amort. and other non-cash items (525) (533) (533) 8
Income (loss) from equity investments 7 (11) (11) 18
ORDINARY EBIT 637 607 624 13 2%
Financial income/(charges) (195) (178) (181) (14)
ORDINARY EBT (A) 442 429 443 (1) 0%
Other impairment (97) (117) (121) 24
Other non-recurring income/(charges) (101) (46) (46) (55)
NO - ORDINARY EBT (B) (198) (163) (167) (31) -19%
EBT (A+B) 244 266 276 (32) -12%
Taxes (151) (122) (124) (27) n.a.
Net profit (loss) from assets sold/discontinued operations (2) (10) (10) 8 n.a.
Consolidated net profit (loss) 91 134 142 (51) -36%
Of which:
Net profit (loss) pertaining to minorities 67 110 110 (43) n.a
Net profit (loss) pertaining to group 24 24 32 (8) n.a.
12.31.2013 12.31.2012
Change
Absolute %
Net Financial Position (4,011) (4,124) 113 3%
Of which:
Games and Services (2,478) (2,523) 45 2%
Note that a “pro forma” statement was also prepared for 2012, excluding the contribution of B&D Finance, which
was consolidated up to the date it was spun off in December 2012.
12
ANNUAL REPORT 2013
3.2 Operating performance
Net revenuesConsolidated net revenues in 2013 were EUR 4,906 million,
with a decrease of EUR 191 million on 2012 (EUR 5,097
million). A breakdown of these figures is shown in the table
below.
The Publishing business posted net revenues of EUR 1,123
million, with a fall of EUR 129 million from 2012 (-10.3%),
which mainly affected the Partworks (down EUR 117 million,
of which EUR 38 million was due to the YEN/EUR exchange
rate effect) and Direct Marketing (down EUR 19 million)
business areas.
The Media & Communication business posted net
revenues of EUR 635 million, down EUR 48 million from
2012 (-7.0%), mainly due to lower revenues from Zodiak
Media (down EUR 65 million), but partly offset by higher
revenues from Atresmedia; a further contributory factor was
the consolidation of la Sexta over the full year in 2013 (from
5 October in 2012).
Net Revenues
Figures in EUR million 2013 % 2012 % Change
Publishing 1,123 22.9% 1,252 24.6% (129)
Media & Communication 635 12.9% 683 13.4% (48)
Games & Services 3,063 62.4% 3,076 60.3% (13)
Finance 93 1.9% 90 1.8% 3
Holding Companies / Consolidation Adjustements / Eliminations (8) -0.2% (4) -0.1% (4)
Consolidated Total 4,906 100.0% 5,097 100.0% (191)
EBITDA
Figures in EUR million 2013 % 2012 % Change
Publishing 43 3.7% 47 4.0% (4)
Media & Communication 44 3.8% 63 5.4% (19)
Games & Services 1,067 92.4% 1,032 88.4% 35
Finance 47 4.1% 29 2.5% 18
Holding Companies / Consolidation Adjustements / Eliminations (46) -4.0% (3) -0.3% (43)
Consolidated Total 1,155 100% 1,168 100% (13)
The Gaming & Services business posted net revenues
of EUR 3,063 million, down slightly from 2012 (EUR 3,076
million), mainly due to Italy (down EUR 79 million versus
2012) and the International business (down EUR 56 million
versus 2012), partially offset by the Americas (up EUR 122
million versus 2012).
Net revenues from the Finance business rose by EUR 3
million versus 2012, totalling EUR 93 million for the year. This
was mainly due to fees from Alternative Asset Management.
EBITDAThe Group recorded EBITDA of EUR 1,155 million for the
year ending 31 December 2013, with a slight decrease (-1%)
compared to the figure for the previous year. This breaks down
as follows:
13
ANNUAL REPORT 2013
12
The Publishing business posted EBITDA of EUR 43
million, down EUR 4 million from 2012, mainly due to lower
revenues, which were only in part offset by savings made on
the cost of goods sold and overheads.
The Media & Communication business recorded EBITDA
of EUR 44 million, down EUR 19 million versus 2012, mainly
due to the decline in Zodiak Media’s performance.
The Gaming & Services business posted EBITDA of EUR
1,067 million, with an increase of EUR 35 million on 2012
(+3.4%), mainly due to the positive performance of the
Americas.
EBITDA for the Finance business was EUR 47 million and
reflected both the contribution of DeA Capital’s activities
and the receipt of a cash dividend of EUR 7 million from
Assicurazioni Generali (EUR 8 million in 2012); the EUR 18
million overall increase on 2012 mainly reflects lower costs/
financial charges pertaining to DeA Capital.
The EBITDA of Holding company activities/Inter-
business eliminations was EUR - 46 million, a deterioration
of EUR 43 million on the 2012 figure (which included
income from the closing of Relative Performance Swaps
on Assicurazioni Generali shares, totalling EUR 29 million,
and the contribution of B&D Finance, which was spun off in
December 2012, totalling EUR 16 million).
ORDINARY EBITThe Group’s ordinary EBIT for the year ending 31 December
2013 was EUR 637 million, after taking into account
depreciation/amortisation and other ordinary non-cash
items totalling EUR 525 million and gains on investments
valued at equity totalling EUR 7 million.
The improvement of EUR 13 million in ORDINARY EBIT in
2013 compared with 2012 reflects lower depreciation/
amortisation and other non-cash items (+ EUR 8 million),
and higher gains on investments valued at equity (+ EUR
18 million).
ORDINARY EBIT
Figures in EUR million 2013 2012 Change
EBITDA 1,155 1,168 (13)
Deprec., amort. and other non-cash items (525) (533) 8
Income (loss) from equity investments 7 (11) 18
ORDINARY EBIT 637 624 13
Amortisation, depreciation and other ordinary non-cash
items break down as follows:
• EUR 265 million relating to amortisation and write-downs
of intangible assets (EUR 271 million in 2012)
• EUR 260 million relating to amortisation and write-downs
of tangible assets (EUR 262 million in 2012)
In 2013, the Group reported a gain of EUR 7 million relating
to the results of shareholdings valued at equity, compared
with a loss of EUR 11 million in 2012; both figures are
broadly due to the results of Santé, the parent company
of GDS in which DeA Capital holds an equity investment
(a gain of EUR 7 million in 2013 versus a loss of EUR 11
million in 2012).
14
ANNUAL REPORT 2013
Net profit/(loss)The table below shows the relationship between ORDINARY
EBIT and consolidated net loss:
Net profit (loss)
Figures in EUR million 2013 2012 Change
ORDINARY EBIT 637 624 13
Financial income/(charges) (195) (181) (14)
ORDINARY EBT (A) 442 443 (1)
Impairment (97) (121) 24
Other non-recurring income/(charges) (101) (46) (55)
NO - ORDINARY EBT (B) (198) (167) (31)
EBT (A+B) 244 276 (32)
Taxes (151) (124) (27)
Net profit (loss) from assets sold/discontinued operations (2) (10) 8
Consolidated net profit (loss) 91 142 (51)
Of which:
Net profit (loss) pertaining to minorities 67 110 (43)
Net profit (loss) pertaining to group 24 32 (8)
ORDINARY EBT for 2013 showed a positive figure of EUR
442 million, with the 2012 figure, after taking into account
net financial income of EUR -195 million (EUR -181 million
in 2012).
A breakdown of the net financial income figure for 2013
(compared with the corresponding values for 2012) is as
follows:
• EUR -11 million relating to the Publishing business (EUR
-10 million in 2012);
• EUR -18 million relating to the Media & Communication
business (EUR -22 million in 2012);
• EUR -162 million relating to the Gaming & Services
business (EUR -154 million in 2012);
• EUR -4 million relating to holding company activities
(EUR +5 million in 2012).
Non-ordinary charges of EUR 198 million in 2013 (versus EUR
167 million in 2012) were included in the NON-ORDINARY
EBT figure. Note in particular the following items recorded
in 2013:
• Impairment of EUR 97 million, of which EUR 22 million
relates to the Media & Communication business and EUR
62 million relates to the Finance business;
• Other one-off income/(charges) of EUR -101 million,
including EUR -30 million relating to charges for the
facilitated settlement of the dispute on Gtech’s gaming
machines in Italy, EUR -28 million for the settlement of
tax disputes involving Gtech and EUR -20 million for the
alignment of the value of the holding in Santé (following
the start of exclusive negotiations for the sale of Générale
de Santé in 2014).
The tax burden for 2013 was EUR 151 million (compared
with EUR 124 million in 2012, which benefited from one-off
components relating to the recovery of losses from previous
periods as part of the national tax consolidation scheme).
The “net loss from discontinued operations” was EUR 2
million in 2013 (compared with a loss of EUR 10 million in
2012), reflecting the contribution of UTET, UTET – Scienze
Mediche, the Centre Européen de Formation (CEF) and
some companies/business units that formed part of Grupo
Planeta-De Agostini.
In 2013, the net profit attributable to minorities was EUR 67
million (compared with a profit of EUR 110 million in 2012),
and mainly reflected:
• EUR -9 million relating to the pro-rata portion of the net
profit/(loss) of the Zodiak Media Group (EUR -12 million
in 2012);
• EUR +102 million relating to the pro-rata portion of the
net profit/(loss) of the Gtech Group, including the portion
relating to Lotterie Nazionali, the holder of the scratch
cards concession (EUR +127 million);
• EUR -26 million relating to the pro-rata portion of the net
profit/(loss) of the DeA Capital Group (EUR -5 million in
2012).
Net profit attributable to the Group came in at approximately
EUR 24 million in 2013, compared with EUR 32 million in
the previous year, in line with the pro forma 2012 figure
(excluding the contribution of B&D Finance).
15
ANNUAL REPORT 2013
14
3.3 Statement of Performance – IAS 1
A summary version of the Comprehensive Income or
Statement of Performance - IAS 1, is shown below. It reports
the net income for the year, summarising the portion posted
to the income statement and directly to shareholders’ equity:
Statement of Performance - IAS 1Figures in EUR million 2013 2012Net Profit/(Loss) (A) 91 142Items that may be reclassified subsequently to profit or loss: Profit / (loss) on available-for-sale
financial assets 55 180 Profit / (loss) on traslating foreign
operations (166) (44) Profit / (loss) on cash flow hedge 7 (15) Profit / (loss) on investments valued
at equity 9 2 Tax effect (2) 5Items that will not be reclassified subsequently to profit or loss: Profit / (loss) on remeasurement
of defined benefit plans (4) - Tax effect - -Other comprehensive income/ (loss) (B) (101) 128Total comprehensive income/ (loss) (A+B) (10) 270Of which:Net profit (loss) pertaining to minorities (10) 120Net profit (loss) pertaining to group - 150
The item “Profits/(losses) on available-for-sale financial assets”
posted a positive balance of EUR 55 million in 2013 (EUR 180
million in 2012), attributable to a positive fair value adjustment
of EUR 118 million to the investment in Assicurazioni Generali
(EUR + 80 million in 2012), partly offset by the negative fair
value adjustment of EUR 91 million to the investment in Kenan
Investments (positive at EUR 97 million in 2012).
The item “Profits/(losses) on exchange rate differences” mainly
reflects the effects of the translation into euro of the financial
statements of the Group’s companies that are prepared in
different currencies, particularly relating to the Games &
Services business (- EUR 152 million).
To sum up, the Group’s comprehensive income in 2013 was
broadly similar to the figure of approximately EUR 150 million
in 2012.
3.4 Balance sheet
The table below shows a summary of the Group’s key
balance sheet figures:
Figures in EUR million 12.31.2013 12.31.2012Absolute
change
Goodwill 3,746 3,891 (145)
Other intangible assets 1,407 1,518 (111)
Tangible assets 1,030 1,077 (47)
Investments 1,565 1,510 55
Cash and cash equivalents 721 792 (71)
Other net assets 210 120 90
TOTAL 8,679 8,908 (229)
for hedging:
Financial liabilities 4,664 4,830 (166)
Shareholders' equity 4,015 4,078 (63)
GoodwillAs of 31 December 2013, goodwill was EUR 3,746 million
(EUR 3,891 million as of 31 December 2012), broken down
as follows:
• EUR 37 million attributable to the Publishing business
(in line with 2012), of which EUR 34 million relates to
School Texts;
• EUR 437 million relating to the Media & Communication
business (EUR 468 million at 31 December 2012),
attributable to the acquisitions made in the content
production area. The change in comparison with 31
December 2012 reflects foreign currency translation
differences (EUR -10 million), particularly on the goodwill
of Zodiak Television and RDF Media, as well as impairment
during the year totalling EUR 22 million;
• EUR 3,115 million relating to the Gaming & Services
business (EUR 3,208 million as of 31 December
2012), of which EUR 1,340 million relates to Italy, EUR
1,175 million to the Americas and EUR 600 million to
International Operations; the decrease of EUR -93 million
compared with 31 December 2012 is mainly attributable
to conversion differences on goodwill expressed in other
currencies (EUR -104 million);
• EUR 157 million relating to the Finance business (EUR
178 million as of 31 December 2012), mainly concerning
16
ANNUAL REPORT 2013
IDeA FIMIT (EUR 124 million as of 31 December 2013,
versus EUR 146 million as of 31 December 2012). The
total decrease of EUR 21 million versus 31 December
2012 was mainly due to impairment conducted over the
year amounting to EUR 22 million on the goodwill of IDeA
FIMIT.
Other intangible assetsThe item “Other intangible assets” includes intellectual
property rights, concessions, licences and trademarks as
well as other intangibles.
As of 31 December 2013, “Other intangible assets” totalled
EUR 1,407 million (EUR 1,518 million as of 31 December
2012), comprising:
• EUR 44 million relating to the Publishing business
(EUR 40 million as of 31 December 2012), mainly in
respect of publishing investments relating to School
texts, intellectual property rights and basic software and
applications;
• EUR 27 million relating to the Media & Communication
business (EUR 38 million as of 31 December 2012), the
main component of which was rights and formats;
• EUR 1,257 million relating to the Gaming & Services
business (EUR 1,334 million as of 31 December 2012),
primarily for customer agreements, concessions, licences
and capitalised software;
• EUR 79 million relating to the Finance business (EUR 106
million as of 31 December 2012), mainly due to customer
contracts for asset management, project management
and agency agreements relating to DeA Capital.
Amortisation and impairment of EUR 265 million was charged
for the period (EUR 271 million in 2012).
Tangible assetsAs of 31 December 2013, tangible assets totalled EUR 1,030
million (EUR 1,077 million as of 31 December 2012), which
break down as follows:
• real estate totalling EUR 93 million (EUR 76 million as of
31 December 2012)
• other tangible assets of EUR 937 million (EUR 1,001
million as of 31 December 2012)
The item “Real estate” (EUR 93 million) comprises:
• EUR 24 million relating to the Publishing business
(EUR 25 million as of 31 December 2012);
• EUR 4 million relating to the Media & Communication
business (EUR 3 million as of 31 December 2012);
• EUR 62 million relating to the Gaming & Services business
(EUR 46 million as of 31 December 2012);
• EUR 3 million relating to the Finance business
(EUR 2 million as of 31 December 2012).
Amortisation and impairment of EUR 11 million was charged
for the period (EUR 11 million in 2012).
The item “Other tangible assets”, totalling EUR 937 million,
comprises:
• EUR 9 million relating to the Publishing business (EUR
10 million as of 31 December 2012);
• EUR 7 million relating to the Media & Communication
business (EUR 8 million at 31 December 2012);
• EUR 911 million relating to the Gaming & Services
business (EUR 974 million at 31 December 2012), mainly
for terminals and systems;
• EUR 2 million relating to the Finance business (EUR
1 million at 31 December 2012);
• EUR 8 million relating to holding company activities (EUR
8 million at 31 December 2012).
Amortisation and impairment of EUR 248 million was charged
for the period (EUR 250 million in 2012).
17
ANNUAL REPORT 2013
16
InvestmentsAs of 31 December 2013, the Group’s investments totalled
EUR 1,565 million, with a rise of EUR 55 million on the figure
of EUR 1,510 million at end-2012. The table below shows a
breakdown of this item:
Investments
Figures in EUR million 12.31.2013 12.31.2012 Change
Investment properties 26 27 (1)
Equity Investments 285 274 11
Loans and receivables 62 42 20
Available-for-sale financial assets 1,162 1,131 31
Financial assets at fair value through profit or loss 30 36 (6)
Total group 1,565 1,510 55
As of 31 December 2013, “Investment property” totalled
EUR 26 million, of which EUR 10 million is attributable to
De Agostini S.p.A. and EUR 16 million to Nova Immobiliare.
Depreciation of EUR 1 million was charged for the period
(in line with 2012).
Investments valued at equity mainly include EUR
221 million for Santé (EUR 226 million at 31 December
2012), EUR 12 million for Sigla Luxembourg (EUR
12 million at 31 December 2012), both included in the
scope of consolidation of DeA Capital.
Loans and receivables totalled EUR 62 million, and are
mainly related to the quasi-equity loan granted to
subsidiary Santé, for EUR 29 million (EUR 26 million in
2012).
As of 31 December 2013, “Available-for-sale financial
assets” totalled EUR 1,162 million, compared with
EUR 1,131 million as of 31 December 2012. These mainly
include equity investments not held for trading and units in
mutual investment funds. A breakdown of “Available-for-
sale financial assets” by business area is shown below.
Available-for-sale financial assets
Figures in EUR million 12.31.2013 % 12.31.2012 % Change
Publishing 1 0.1% 1 0.1% -
Media & Communication 2 0.2% 2 0.2% -
Games and Services 11 0.9% 6 0.5% 5
Finance 990 85.2% 981 86.7% 9
Holding Companies 158 13.6% 141 12.5% 17
Total group 1,162 100% 1,131 100% 31
18
ANNUAL REPORT 2013
The largest asset relates to the investment in Assicurazioni
Generali, recorded at a value of EUR 602 million (EUR 484
million as of 31 December 2012), equivalent to the market
price on 31 December 2013 (EUR 17.10 per share).
“Available-for-sale financial assets” also includes
investments in funds (EUR 174 million, of which EUR 166
million is held through the Finance business
and EUR 8 million through holding company activities,
compared with EUR 176 million as of 31 December 2012)
and other equity investments/assets (EUR 386 million, of
which EUR 222 million relates to the Finance business and
EUR 150 million to holding company activities, compared
with EUR 471 million as of 31 December 2012).
The EUR 85 million decrease in other equity investments/
assets is largely due to the EUR 91 million fall relating to
Kenan Investments (EUR 133 million as of 31 December
2013, compared with EUR 224 million as of 31 December
2012, due entirely to the fair value decrease).
As of 31 December 2013, “Financial assets at fair value
through profit or loss” totalled EUR 30 million (EUR
36 million at 31 December 2012); this breaks down into
EUR 18 million relating to holding company activities (EUR
18 million as of 31 December 2012) and EUR 12 million
to the Gaming & Services business (EUR 17 million as of
31 December 2012).
Other net current assetsAs of 31 December 2013, “Other net current assets” totalled
EUR 210 million (EUR 120 million as of 31 December 2012).
The table below shows the items included in this balance,
compared with the corresponding values at the end of 2012:
Other net assets
Figures in EUR million 12.31.2013 12.31.2012 Change
Trade receivables/payables: net balance (56) (154) 98
Net balance of non-current assets/liabilities or of discontinued operations held for sale 1 11 (10)
Net balance of assets/liabilities relating to joint ventures 344 339 5
Net balance of tax assets/liabilities (150) (128) (22)
Net balance of other assets/liabilities 249 237 12
Provisions (178) (185) 7
Total group 210 120 90
The balance of “Trade receivables and payables” comprises
trade receivables for EUR 1,150 million (EUR 1,113 million
as of 31 December 2012) and trade payables for EUR 1,206
million (EUR 1,267 million as of 31 December 2012).
As of 31 December 2013, the item “Held-for-sale assets/
liabilities” amounted to EUR 1 million (EUR 11 million as of
31 December 2012), and is wholly related to the investment
in Soprarno SGR. In 2013, a letter of intent was signed for
the sale of this shareholding, which was completed in 2014.
“Assets/liabilities relating to joint ventures” mainly comprise
Grupo Planeta-De Agostini and ‘M-dis’ Distribuzione Media.
As of 31 December 2013, assets relating to joint ventures
totalled EUR 791 million (EUR 787 million as of 31 December
2012), while liabilities amounted to EUR 447 million
(EUR 448 million as of 31 December 2012).
The balance of the item “Tax assets and liabilities” includes
deferred tax assets for EUR 71 million (EUR 73 million
as of 31 December 2012) and deferred tax liabilities for
EUR 166 million (EUR 182 million as of 31 December 2012).
19
ANNUAL REPORT 2013
18
The net balance of “Other assets/liabilities” includes
other assets for EUR 678 million (EUR 648 million as of
31 December 2012), of which EUR 333 million relates to
inventories (EUR 357 million as of 31 December 2012),
and other liabilities for EUR 429 million (EUR 411 million
as of 31 December 2012).
As of 31 December 2013, “Provisions” of EUR 178 million
(EUR 185 million as of 31 December 2012) are mainly
related to employment severance indemnity (EUR 19
million; EUR 20 million as of 31 December 2012), other
employee benefits (EUR 54 million; EUR 25 million as
of 31 December 2012), the agent severance fund (EUR
5 million; EUR 5 million as of 31 December 2012) and
provisions for risks and charges, including those for
investee companies (EUR 97 million; EUR 132 million as of
31 December 2012).
Shareholders’ equityAs of 31 December 2013, group and minorities’
shareholders’ equity totalled EUR 4,015 million (versus
EUR 4,078 million at end-2012); group shareholders’
equity was EUR 2,427 million (EUR 2,443 million as of 31
December 2012), while minority interests accounted for
EUR 1,588 million (EUR 1,635 million at end-2012).
The decrease of EUR -16 million in the Group’s shareholders’
equity in 2013 was due to:
• net profit of EUR 24 million for 2013;
• distribution of dividends for EUR 35 million;
• the impact of the fair value adjustment of assets held
for sale, for EUR +69 million, particularly in relation
to the appreciation of the investment in Assicurazioni
Generali (EUR +118 million), partly offset by the
decrease in the value of Kenan Investments (-59
million);
• other changes totalling EUR -74 million, mainly relating
to the impact of the exchange rate differences arising
on the conversion of the financial statements of the
Group’s foreign subsidiaries that have a functional
currency other than the euro (totalling EUR -100
million, of which EUR -87 million relates to the Gaming
and Services business).
Shareholders’ equity relating to minority interests fell by
EUR 47 million, mainly due to:
• net profit of EUR 67 million for 2013;
• dividend payouts for EUR 94 million, almost entirely
attributable to the minority shareholders of Gtech;
• other decreases of EUR 20 million.
Net Financial Position (NFP)The table below shows the Group’s net financial position
broken down by business area:
Net Financial Position
Figures in EUR million 12.31.2013 12.31.2012 Change
Publishing (137) (147) 10
Media & Communication (373) (690) 317
Games and Services (2,478) (2,523) 45
Finance (127) (122) (5)
Holding Companies (896) (642) (254)
Total group (4,011) (4,124) 113
For more details on the changes in the net financial position
relating to Business Activities - the Publishing, Media &
Communication and Gaming & Services businesses - please
see the section of the Report on Operations entitled “Primary
and secondary reporting formats”.
The NFP for the Finance business reflects the figures
recorded by DeA Capital, which had an NFP of EUR -128
million as of 31 December 2013 (compared with EUR -124
million as of 31 December 2012), as well as those for IDeA OF
I, consolidated on a line-by-line basis taking into account the
minority shareholding held. The change in NFP for the Finance
business in 2013 was mainly due to the outlay for the DeA
Capital share buyback plan (EUR 1 million) and for payment
of dividends to minority shareholders (EUR 6 million), as well
as operating cash flow, including investments in funds.
Holding company activities recorded a net financial
position of EUR - 896 million as of 31 December 2013,
including payables to banks for EUR -1,050 million, the De
Agostini S.p.A. convertible bond issue (EUR -80 million), cash
20
ANNUAL REPORT 2013
* * *
As mentioned earlier, the net financial position is calculated
using the figures reported in the financial statements, and
is the difference between: a) cash and cash equivalents,
loans, receivables and certain available-for-sale financial
assets or assets at fair value through profit and loss; and
b) financial liabilities.
The reconciliation statement below shows the key
figures in the consolidated balance sheet as of 31
December 2013 and the amounts included in the net
financial position.
and cash equivalents of EUR +147 million and other assets
and liabilities of EUR +87 million (including intercompany
loans to sub-holdings).
The net financial position as of 31 December 2013 of holding
company activities includes the effect resulting from the
merger of De Agostini Communications into De Agostini
S.p.A. (EUR -311 million as of 31 December 2012, previously
included under the Media & Communication business).
Adjusting the change for this effect, the net financial position
at 31 December 2013 improved by EUR 57 million versus
end-2012, mainly due to the receipt of dividends totalling
EUR 82 million and dividend payouts of EUR 35 million.
Figures in EUR millionCarrying amount at
12.31.2013of which in Net
Financial Position
INVESTMENTS - NON-CURRENT ASSETS 1,110 21
Available-for-sale financial assets 1,103 14
Financial assets at fair value through profit or loss 7 7
LOANS AND RECEIVABLES - NON-CURRENT ASSETS 47 47
INVESTMENTS - CURRENT ASSETS 81 22
Available-for-sale financial assets 59 0
Financial assets at fair value through profit or loss 22 22
LOANS AND RECEIVABLES - CURRENT ASSETS 15 15
CASH AND CASH EQUIVALENTS 721 721
NON-CURRENT FINANCIAL LIABILITIES (4,168) (4,168)
CURRENT FINANCIAL LIABILITIES (497) (497)
Net Financial Position - Group (excluding Joint Venture) (2,691) (3,839)
Consolidated Net Financial Position - JV Planeta-De Agostini Group (166)
Consolidated Net Financial Position - JV M-Dis Group (4)
Consolidated Net Financial Position - JV Gtech Group (2)
Net Financial Position - Group (including Joint Venture) (4,011)
The differences, which are shown under “Available-for-sale
financial assets”, broadly relate to the classification under
this item of assets that do not meet the requirements for
being included in the calculation of net financial position,
according to the Group’s accounting principles; specifically,
at 31 December 2013, as at 31 December 2012, the most
significant differences are related to the value of the
investments in Assicurazioni Generali shares, funds and
other financial investments.
For information on the use of financial instruments, pursuant
to art. 2428, para. 2, point 6-bis of the Italian Civil Code,
please refer to the notes to the consolidated financial
statements for the year ending 31 December 2013.
3.5 Main risks and uncertainties to which the parent company and consolidated Group companies are exposed
As mentioned in the first section of the Report on Operations,
the Group operates in a number of business sectors and in
finance and is organised accordingly; each business activity
comes under a sub-holding company, which is responsible
for the co-ordination, management and control of all the
companies that pertain to it. In addition, companies in the
holding company structure - including the parent company
and other indirectly-controlled financial companies - carry
out holding company activities in tandem with the above-
mentioned businesses.
21
ANNUAL REPORT 2013
20
Given its structure and the international arena in which it
operates, the Group is exposed to a number of risks and
uncertainties, which can be categorised as systemic risks
and specific risks.
Such risks may significantly affect the operating performance
and financial position of the Parent Company and the other
companies included in the Group’s consolidated financial
statements.
Systemic risks relate to trends in macroeconomic variables
in the different countries in which the Group operates, and at
global level, including GDP, interest rates, inflation, exchange
rates and unemployment, as well as the state of the financial
markets – which particularly affects access to capital and
return on investment (especially financial investment).
Specific risks can be analysed according to individual
business area, and include:
• for the Publishing business, risks connected with the
demand for published products (i.e. partworks, atlases
and other cartography products, and school texts), the
costs of producing these products, legislative changes
and the efficiency and effectiveness of logistics systems;
• for the Media & Communication business, risks associated
with the performance of TV broadcasters (in turn affected
by trends in advertising revenues), the creative capacity
required to launch new formats on the market and
relationships with the shareholder-managers of some
key subsidiaries;
• for the Gaming & Services business, risks connected
with the renewal of existing contracts or licences,
the innovation required to launch new “gaming” and
“services” products, production capacity for new
gaming/lottery management systems, the possibility of
a technological malfunction (system and/or terminals)
that prevents collection of receipts and gives rise to
compensation requests, and fixed-odds betting systems
activity, where the operator bears all of the bookmaking
risk;
• for the Finance business, risks connected with private
equity activity (carried out by DeA Capital) and alternative
asset management activity (undertaken by IDeA FIMIT
SGR, IDeA Capital Funds SGR and IRE/IRE Advisory),
and the performance of the investments made.
Some risks are common to each business, even though
the Group is highly diversified, and are associated with the
availability of management, relationships with employees
and suppliers, and integration policies.
The specific risks relating to the holding company activities
– in addition to those connected with the management of
the operations in the above-mentioned business sectors
and finance, and the associated effects on cash flow or
shareholder dividends – include exposure to specific sectors
or investments and the difficulties of identifying opportunities
for investments or disposals.
Although we stress the significance of the above-mentioned
risks for the Group’s operating performance and financial
position, we have put in place appropriate measures to limit
the impact of any serious negative developments.
With regard to systemic risks, in early 2000 the Group
started to diversify its investments – both by sector and by
geographical area. It now has a widely diversified portfolio
of activities that combines resilient businesses (such as
lotteries and asset management) with others that offer
sound long-term growth prospects (such as media and
content production), all with a strong international footprint.
Turning to specific risks, the Group has adopted a modern
corporate governance system that provides effective
management of the complexities of its operations and
enables both the Group and the sub-holding companies
to achieve their strategic objectives. In particular, this
corporate governance system sets out the procedures
for the management of relationships between the parent
company and the sub-holding companies, as well as the
responsibilities of the sub-holding companies in respect
of the co-ordination, management and control of all the
operating companies that pertain to it.
