2009 Annual Financial Report
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Gruppo 24 ORE 2009 annual financial report 2009 annual FINANCIAL report Gruppo 24 ORE 2009 annual financial report 2009 annual financial report 2 Gruppo 24 ORE 2009 annual financial report 2009 annual2009 annual FINANCIAL report financial report 3 Gruppo 24 ORE 2009 annual financial report Gruppo 24 ORE Share capital EURO 35,123,787.40 fully paid in Milan companies register, tax code and VAT no. 00777910159 registered offices and administration: via Monte rosa 91 - 20149 Milan - italy tel +39.02.3022.1 - www.gruppo24ore.com 4 Gruppo 24 ORE 2009 annual financial report IndEX managemEnt report 8 corporate bodies 8 Struc ture of the 24 ORE Group 10 Highlights 12 overview of 2009 results 17 Significant events in 2009 21 Shareholders and stock performance 23 principal risks and uncertaintie 25 Human resources 30 environment and safety 34 Main consolidated income statement and statement of financial position figures of the 24 ORE Group 38 Segment reporting 44 Main separate income statement and statement of financial position figures of the parent 62 other disclosures 64 Disclosure pursuant to italian legislative Decree 196 of 30 June 2003 (code for personal Data protec tion 69 reconciliation between consolidated and parent profit and equity 70 Disclosure pursuant to CONSoB regulation 11971, as amended 70 Subsequent events 71 outlook 71 proposal for covering the 2009 loss 72 COnSOlIDATEd FINANCIAL STATEmENTS OF tHE 24 ORE GROUP aS AT and for the yEaR EndEd 31 dECEmBER 2009 75 consolidated financial statements 76 nOtES tO the consolIdatEd financial StatEmEntS 84 1. General information 84 2. Format, content, and international accounting Standards 86 3. Struc ture of financial statements 86 4. Consolidation policie 90 5. Accounting policies 92 5 Gruppo 24 ORE 16. Changes in accounting policies, errors, and changes in estimates 126 17. Risk management 127 18. Principal reasons for uncertainties in estimates 142 19. Scope of consolidation 143 10. Highlights of restated statements of financial position and income statements for subsidiaries, associates, and joint ventures 145 11. Notes to the consolidated financial statement 147 12. Segment reporting 182 13. Other information 185 certification of consolidated financial statements pursuant to article 81-ter of CONSoB regulation no. 11971 of 14 May 1999, as amended 203 report of the independent auditor on the consolidated financial statements at 31 December 2009 205 report of the Board of Statutory auditors to the shareholders on the consolidated financial statements as at 31 December 2009 209 sepaRatE FINANCIAL STATEmENTS OF tHE PARENT “Il SOlE 24 ORE S.p.a.” aS at and FOR tHE yEaR ENDed 31 dECEmBER 2009 215 Separate financial statements 216 nOtES tO the sepaRatE financial StEtEmEntS 224 1. General information 224 2. Format, content, and international accounting Standards 225 3. Struc ture of financial statements 225 4. Accounting policies 229 5. Changes in accounting policies, errors, and changes in estimates 262 6. Risk management 263 7. Principal reasons for uncertainties in estimates 279 8. Notes to the separate financial statements 280 9. Other information 306 6 Gruppo 24 ORE 2009 annual financial report certification of financial statements pursuant to article 81-ter of CONSoB regulation no. 11971 of 14 May 1999 as amended 327 report of the independent auditor on financial statements of the il Sole 24 ORE S.p.a. at 31 December 2009 329 report of the Board of Statutory auditors to the shareholders pursuant to article 153 of italian legislative Decree 58/98 and article 2429(3) of the civil code concerning the separate financial statements for the year ended 31 December 2009 333 7 Gruppo 24 ORE 2009 annual financial report ManaGeMent REPORT corporate bodies The Board of Directors was elected on 30 october 2007, effective as from 6 December 2007. The Board of Statutory auditors was elected by shareholders at the ordinary Meeting held on 26 april 2007. The Board of Directors and the Board of Statutory auditors will remain in office until the shareholders’ meeting held to approve the 2009 separate financial statements. Board of Directors chairman Giancarlo CERUTTI chief executive Donatella TREU (1) officer Directors Luigi aBETE Diana BRACCO nicola De BARTOLOMEO antonio FAVRIN Giampaolo GALLI (2) paolo LAMBERTI Giovanni LETTIERI Gaetano MACCAFERRI francesco PROFUMo (3) Marco SALOMONI (3) luca TACCONI Marino VaGo Marco WeiGMANn (3) Secretary to Gianroberto VILLA the Board (1) appointed chief executive officer by the Board of Directors on 12 March 2010. (2) co-opted on 20 March 2009 to replace Maurizio Beretta, who resigned on il 2 february 2009. His appointment was confirmed by theo rdinary General Shareholders’ Meeting on 28 april 2009. (3) independent director. 8 Gruppo 24 ORE 2009 annual financial report Board of Statutory auditors chairman Maria SILVANI (4) Standing statutory Demetrio MINUTO auditors alberto uSUELLI alternate Statutory luigi VIARENGo auditor Gianluigi GROSSi (5) internal control & audit committee chairman Marino VaGo Members francesco PROFUMo Marco SALOMONI compensation committee chair Woman Diana BRACCO Members francesco PROFUMo Marco SALOMONI representative of special-category shareholders representative angelo MiGLIETTA corporate financial reporting manager Manager Giuseppe CREA internal control & auditing manager Manager Massimiliano BRULLO independent auditor KpMG S.p.a., has been entrusted with the legally-required audit of the separate and consolidated financial statements pursuant to article 159 of italian legislative Decree no. 58 of 24 february 1998. (4) appointed by the ordinary General Shareholders’ Meeting on 28 april 2009. (5) appointed by the ordinary General Shareholders’ Meeting on 28 april 2009. 9 Gruppo 24 ORE 2009 annual financial report StRuCture of the 24 ORE Group esa software S.p.a. 70% InnOvare 24 S.p.a. 100% StR S.p.a. 100% data ufficio S.p.a. 100% nuOva Radio S.p.a. 100% Il solE 24 ore uk ltd 100% FaEnza EdItrice % Iberica S.l. 100 Il solE 24 ore Il SOlE 24 ORE S.p.a. % bUSInESS mEdIa S.r.l. 100 Business 60% mEdIa web S.r.l. NewtOn laB S.r.l. ex nEwtOn 51% econOmics S.r.l. NewtOn managemEnt 60% InnOvation S.p.a. PLUS pEOPLE S.r.l. 50% Blogosfere S.r.l. 80% 24 ore % CultuRa S.r.l. 100 alInari 55% 24 ore S.p.a. 10 Gruppo 24 ORE 2009 annual financial report Mondoesa Mondoesa mIlanO Cesaco S.r.l. % % OvESt S.r.l. % 60 NordOvest S.r.l. 49 35 In lIQuIDAZIOnE Mondoesa Mondoesa % % EmIlIa S.r.l. 40 UMBRIa S.r.l. 32 Mondoesa Mondoesa SoftlaB S.r.l. % % % 40 LAZIO S.r.l. 35 VARESE S.r.l. 30 Mondoesa laghi S.R.l. E.vEnEtO S.r.l. ex mOndoesa % % 33.7 In liquIdazionE 30 CEdImEGa S.r.l. Mondoesa % aldebra S.p.a. % ADIGE S.r.l. 35 20.62 DiamantE S.p.a. 30% ItalIa NewS S.r.l. 20% companies InCludEd EdItorial % In scopE of EcoprenSa S.a. 15.54 consolIdation 11 Gruppo 24 ORE 2009 annual financial report highlightS COnsolIdatEd IncomE StatEmEnt highlightS of 24 ORE Group COnSOlIdatEd InCOmE StatEmEnt HIGHlIGHtS OF 24 ORE GROup (in thousands of euro) c2009 c2008 revenue 502,702 573,022 Gross operating profit (loss) (24,685) 49,283 operating profit (loss) (67,470) 17,801 profit (loss) before tax (66,743) 25,343 profit (loss) for the year (53,343) 16,014 profit (loss) attributable to owners of the parent (52,564) 16,111 Gross operating profit (loss) per share (0.19) 0.37 operating profit (loss) per share (0.51) 0.13 earnings (loss) per share attributable to owners of the parent (0.39) 0.12 COnsolIdatEd StatEmEnt of financial position highlightS of 24 ORE Group COnSOlIdatEd StatEmEnt OF FInanCIal pOSItIOn HIGHlIGHtS OF 24 ORE GROup (in thousands of euro) c31/12/2009 c31/12/2008 total assets 646,122 728,179 net financial position 98,829 149,006 equity attributable to owners of the parent 296,864 357,103 equity per share attributable to owners of the parent 2.23 2.68 employee headcount at end of period 2,202 2,255 Revenue gRoss opeRating pRofit (loss) 600 100 573.0 572.1 illions 64.4 illions M M 49.3 550 50 502.7 500 0 (24.7) 450 -50 2009 2008 2007 2009 2008 2007 12 Gruppo 24 ORE 2009 annual financial report 13 Gruppo 24 ORE 2009 annual financial report ManaGeMent report on tHe year enDeD 31 December 2009 14 Gruppo 24 ORE 2009 annual financial report ManaGeMent managemEnt report On the report on tyEaHR EndEd e year enDeD31 December 2009 31 December 2009 15 Gruppo 24 ORE 2009 annual financial report 16 Gruppo 24 ORE 2009 annual financial report Overview of 2009 resultS The problems faced by the world economy in 2009, especially in the most advanced countries due to one of the severest financial crises in decades, and the consequent fall in gross domestic product (‒4.1% in europe and ‒5.1% in italy) also made a major negative impact on the italian publishing industry. The print industry was especially hard hit, although it had already been suffering from competition by the internet as a source of information, especially for younger generations. advertising spending, which is the principal source of publisher revenue, fell of sharply (in italy, by € 1.3 billion, ‒13.4% for all media including television, ‒21.6% for print media only – source: Nielsen Media Research January-December 2009) – returning to the levels of 2006. Sales are plunging in italy (aDS media mobile data for the 12 months from December 2008 to november 2009), with the number of copies sold by leading national newspapers falling by 9.6% in 2009. partly due to reduced promotional copies, il Sole 24 ORE suffered an 11.7% decline in sales.