Telecom Italia Media: The Board of Directors Approves the Group Interim Financial Report at 30 September 2013

11/05/2013 - 04:13 PM

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This press release contains a number of alternative performance indicators not contemplated under IFRS (EBITDA, EBIT, Net Financial Debt). Definitions of these terms are provided in an attachment. Following the disposal of LA7 S.r.l., finalised on 30 April 2013, and the disposal of MTV Italia S.r.l., finalised on 12 September 2013, the earnings results have been classified under the item "Profit (loss) from discontinued operations/assets held for sale”, in accordance with IFRS 5. In addition, for purposes greater clarity in the representation of the Group’s earnings performance, the historical income statement figures provided in comparison with the first nine months of 2013 have been reconstructed while taking account of the classification of the results generated by those assets as Discontinued Operations.

REVENUES: 56.5 million euro; +0.2 million euro compared to the first nine months of 2012 (56.3 million euro)

EBITDA: 26.0 million euro; -2.8 million euro compared to the first nine months of 2012 (28.8 million euro)

EBIT: 4.7 million euro; -4.2 million euro compared to the first nine months of 2012 (8.9 million euro)

NET RESULT: -128.1 million euro (-53,8 million euro in the first nine months of 2012); this result includes the value of Discontinued Operations associated with the disposals of La7 S.r.l. and MTV Italia S.r.l.

NET FINANCIAL POSITION: 273.1 million euro (260.1 million euro at year-end 2012), down by 12.2 million compared to 30 June 2013

The Chairman, Severino Salvemini, commented: “Our current industrial structure enables us to best focus on the Network Operator TIMB, which continues to report good results, showing its ability to change and enrich the offer of services to its customers. Furthermore, we continue to focus on studying possible industrial initiatives to enhance the value of assets and create further value for the Telecom Italia Media Group.”

 

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The Telecom Italia Media Board of Directors, chaired by Severino Salvemini, examined and approved the Group’s Interim Financial Report at 30 September 2013.

More in detail:

Consolidated Group revenues reached 56.5 million euro in the first nine months of 2013, increasing 0.2 million euro compared to the same period of 2012 (56.3 million euro). The improvement was entirely attributable to higher revenues of the Network Operator.

EBITDA was 26.0 million euro, down by 2.8 million euro compared to the first nine months of 2012 (28.8 million euro), mainly due to the overall increase in operating costs of Telecom Italia Media Broadcasting, as a result of some provisions.

EBIT amounted to 4.7 million euro, decreasing by 4.2 million euro compared to the first nine months of 2012 (8.9 million euro).

Net result amounted to -128.1 million compared to -53.8 million for the first nine months of 2012. This amount takes account of the negative impact, including the net loss for the period, of the sale of La7 (finalised on 30 April 2013), equal to 125.1 million euro and the sale of MTV Italia S.r.l. (finalised on 12 September 2013), equal to 8.4 million euro.

Net financial position was 273.1 million euro (260.1 million euro at year-end 2012).

The change was chiefly attributable to the net cash flow associated with the disposal of La7 (+110.5 million euro) and the disposal of MTV (-6.7 million euro), only partially offset by Telecom Italia’s waiver of financial receivables for 100.0 million euro, as set forth in the agreement for the disposal of LA7. It also included the industrial investments requirement amounting to 5.7 million euro, the result of the operating activities for the period (EBITDA -26.0 million euro and ∆ Working Capital +9.2 million euro) and net outlays for 20.3 million euro, which included the outlay for the acquisition of the stake in MTV Italia from La7, net financial expenses for the period and the taxes paid by TIMB.

Compared to 30 June 2013, net financial debt improved by 12.2 million euro.

Results by Business Unit

Following the disposal of LA7 S.r.l. (finalised on 30 April 2013) and the disposal of MTV Italia S.r.l. (finalised on 12 September 2013), the relevant Business Units have been classified among Discontinued operations. Therefore, the method of representation of income statement and balance sheet results has been reviewed, isolating the Network Operator Business Unit, in line with the previous year. The Network Operator Business Unit includes the operations of Telecom Italia Media Broadcasting (TIMB) relating to the management of the Digital Multiplexes, as well as the offering of accessory services and broadcasting platforms.

Network operator (TIMB)

Network Operator revenues for the first nine months of 2013 amounted to 56.5 million euro, increasing by 0.2 million euro compared to the same period of 2012 (56.3 million euro).

EBITDA amounted to 29.9 million euro, a 2.6 million euro decrease compared to the first nine months of 2012 (32.5 million euro). The decline was primarily generated by an increase in operating costs mainly associated with provisions.

EBIT amounted to 8.7 million euro, a 3.9 million euro decrease compared to the first nine months of 2012 (12.6 million euro).

In the first nine months of the year, TIMB's investments totalled 5.6 million euro, mainly aimed at implementing the Transport and Backup Network and building a new broadcasting infrastructure for television channels (Playout).

At 30 September 2013, the three TIMB’s digital multiplexes covering 95.2% of Italian population hosted 20 television channels.

related party transactions

The Board of Directors of Telecom Italia Media, upon favourable opinion of the Board Committee made up of Independent Directors only, approved the signing of a one-year loan for a total amount of 100 million euro to be granted by Telecom Italia.

This transaction will enable Telecom Italia Media to substitute a loan maturing on 21 December 2013 for the same amount, granted by TI S.p.A. to Telecom Italia Media ensuing from the EIB's loan granted to TI S.p.A. for the TI Media project aimed at digitalising and extending coverage of terrestrial television networks in Italy.

The conditions offered by Telecom Italia, compared with similar market offers, were the less expensive in terms of interest rate besides providing for greater flexibility of use.

The loan terms and conditions are set out below:

amount: 100 million euro

type: Term Loan

duration: from 21 December 2013 to 22 December 2014

rate: EURIBOR 3 months +3.08%

repayment: at maturity or early repayment, including partial repayment.

The facility agreement  with Telecom Italia represents a related party transaction and for TI Media—given the size of the financed amount—one of greater importance.  As such, in accordance with prevailing regulations, a specific document on the matter will be published by TI Media within the terms required by law.

Advisory Commitee

The Board of Directors has instituted an internal Advisory Committee, the majority of the members of which are Independent Directors, and which will be tasked with aiding the full Board of Directors of Telecom Italia Media in adopting decisions regarding the integration process between Telecom Italia Media Broadcasting and Rete A, as well the activities regarding the implementation of measures ex art. 2446c.c..

The Advisory Committee is composed of the members of the Internal Control Committee Adriano De Maio (Chairman), Lorenzo Gorgoni, and Sergio Ristuccia, the Chairman Severino Salvemini and Director Piergiorgio Peluso, CFO of Telecom Italia.

The Committee’s activities, which will be advisory and preliminary in nature, and will be aimed at allowing the Board of Directors to pass informed resolutions in the interest of the Company and all of its shareholders, will be coordinated by the Chairman of the Board of Directors in concert with the Lead Independent Director Adriano De Maio.

Group’s Code of Ethics and Conduct

Finally, the Board of Directors approved a new version of the Group's Code of Ethics and Conduct (being published on the Company's website www.telecomitaliamedia.it). The new Code is organised into four sections:

−          General Principles, highlighting the role of the Code of Ethics as the foundation of the organisational model and internal control and risk management system of the Group;

−          Values, which identifies and focuses the principal values of the Group (Ethics and Compliance, Service Excellence, Competition, Communication, Community, Human Resources, Health & Safety);

−          Behaviours, setting out the conducts required from the addressees of the code (including the corporate bodies, the management, employees of all Group companies and external collaborators, as well as third parties doing business with the Group, where required by the company procedural system);

−          Reporting, setting out the ways in which any irregularities or negligence in compliance with the obligations are to be reported.

 

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Moreover, in consideration of the changes in the organisational structure of the TI Media Group, the Board of Directors has identified the CEO of TIMB, Paolo Ballerani, as the company's key manager, thereby rendering him subject to the relevant laws and provisions (in particular those regarding insider dealing).

Events subsequent to 30 September 2013

Non-binding Term Sheet with Gruppo Editoriale L’Espresso

On 7 October 2013, Telecom Italia Media signed a non-binding Term Sheet, upon resolution of the Board of Directors which approved its contents and the continuation of negotiation to reach a final agreement. The Term Sheet concerns a possible merger between the subsidiary Telecom Italia Media Broadcasting (TIMB) and the network operator business of Rete A (a subsidiary of Gruppo Editoriale L’Espresso), with a view to enhance the value of the assets of both entities, also by exploiting industrial synergies.

The transaction, which is subject to the authorisations required by applicable laws, thanks to the integration of five Muxes with national coverage (three derived from TIMB and two from Rete A) on a single digital technological platform, would create the leading independent network operator in Italy, which would be controlled by Telecom Italia Media.

Telecom Italia’s Waiver of financial receivables from Telecom Italia Media

On the same date of 7 October 2013, the Board of Directors also acknowledged Telecom Italia’s waiver of financial receivables due from Telecom Italia Media in the amount of 10 million euro that partially improved the Company’s statement of financial position (which continues to be in the conditions envisaged by Article 2446 of the Italian Civil Code).

Disposal of La7

On 25 October 2013, the audit of the accounting situation of La7 as at the effective date of the sale of the same to Gruppo Cairo Communication was completed.

As a result of such audit, and considering the higher equity of La7 at that date compared to the amount envisaged in the agreement, Telecom Italia Media and Cairo Communication agreed that Gruppo Cairo Communication will pay Telecom Italia Media a price adjustment in the amount of 4.8 million euro.

Outlook – Plan guidelines

The Telecom Italia Media Group, following the disposal of its television business units La7 and La7d, finalised on 30 April 2013, and the disposal of MTV, finalised on 12 September 2013, will focus its development strategy on the implementation of initiatives aimed at restoring the Group’s efficiency and profitability.

In light of the current economic and regulatory environment in which Telecom Italia Media operates,

expectations for 2013 are as follows:

4  keeping the Network Operator TIMB’s current level of bandwidth rental (about 98%), with the aim of consolidating its customer base and expanding the offering of additional services, while implementing a tight cost control and reducing investments, as a result of the completion of the digitalization process.

Based on the foregoing, in 2013 Telecom Italia Media expects to achieve results that are in line with those of 2012, in comparable terms.

The Board of Directors also acknowledged the 2014-2016 Plan guidelines:

4  positive EBITDA for the whole period of the Plan;

4  positive Cash Flow as of 2014;

4  Net financial debt decrease as of 2014.

 

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Pursuant to sub-section 2, clause 154-bis of the Unified Finance Act, the manager in charge of drafting the company’s accounting documents, Luigino Giannini, has declared that the accounting disclosures contained in this press release correspond to the data records, accounting books and accounts entries.

 

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The conference call to illustrate the results for the period will not be held.

 

Rome,5 November 2013