Alma Media Corporation Financial Statement Release February 15, 2013 at 9:00 am
(EET)
Alma Media's Financial Statement Release 2012:
INTERNATIONAL DIGITAL SERVICES BUSINESS INCREASED REVENUE
Financial performance October - December 2012:
- Revenue was MEUR 82.7 (81.3), up 1.7%.
- Circulation revenue was MEUR 29.1 (31.4), down 7.2%; advertising revenue was
MEUR 42.2 (40.6), up 3.8%; contents and service revenue was MEUR 11.4 (9.4), up
22.2%.
- EBITDA (Earnings before interests, taxes, depreciation and amortisation)
excluding non-recurring items was MEUR 10.6 (12.3), down 13.6%.
- EBITDA was MEUR 9.7 (12.0), down 19.1%.
- Operating profit excluding non-recurring items was MEUR 8.5 (10.1), 10.3%
(12.4%) of revenue, down 15.8%.
- Operating profit was MEUR 7.6 (9.6) or 9.1% (11.7%) of revenue, down 20.9%.
- Revenue from acquired businesses was MEUR 5.2 and operating profit MEUR 0.0.
- Profit for the period was MEUR 2.1 (2.8), down 26.0%.
- The result for the review period includes a non-recurring item, the write-down
of associated company Talentum Oyj shares by MEUR 4.8.
- Earnings per share were EUR 0.03 (0.03).
Financial performance full year 2012:
- Revenue was MEUR 320.1 (316.2), up 1.2%.
- Circulation revenue was MEUR 119.3 (124.8), down 4.4% ; advertising revenue
was MEUR 160.8 (155.3), up 3.5%; contents and service revenue was MEUR 40.0
(36.1), up 10.8%.
- Operating margin excluding non-recurring items was MEUR 45.1 (51.9), down
13.1%.
- Operating margin was MEUR 39.5 (51.2), down 22.7%.
- Operating profit excluding non-recurring items was MEUR 33.5 (42.9), 10.5%
(13.6%) of revenue, down 22.0%.
- Operating profit was MEUR 26.5 (42.0) or 8.3% (13.3%) of revenue, down 36.9%.
- Revenue from acquired businesses was MEUR 20.8 and operating profit MEUR 2.9.
- Profit for the period was MEUR 17,4 (30.8), down 43.5%.
- The result for the review period includes a non-recurring item, the writedown
of associated company Talentum Oyj shares by MEUR 4.8.
- Earnings per share were EUR 0.22 (0.39).
Key figures 2012 2011 Change 2012 2011 Change
MEUR Q4 Q4 % Q1-Q4 Q1-Q4 %
--------------------------------------------------------------------------------
Revenue 82.7 81.3 1.4 1.7 320.1 316.2 3.9 1.2
Circulation revenue 29.1 31.4 -2.3 -7.2 119.3 124.8 -5.5 -4.4
Advertising revenue 42.2 40.6 1.6 3.8 160.8 155.3 5.4 3.5
Contents and service revenue 11.4 9.4 2.1 22.2 40.0 36.1 3.9 10.8
Total expenses 75.8 71.9 3.9 5.4 294.5 275.1 19.4 7.0
Total expenses excluding non-
recurring items 74.4 71.4 3.0 4.2 287.0 273.6 13.4 4.9
--------------------------------------------------------------------------------
EBITDA excluding non-recurring
items 10.6 12.3 -1.7 -13.6 45.1 51.9 -6.8 -13.1
EBITDA 9.7 12.0 -2.3 -19.1 39.5 51.2 -11.6 -22.7
--------------------------------------------------------------------------------
Operating profit excluding non-
recurring items 8.5 10.1 -1.6 -15.8 33.5 42.9 -9.4 -22.0
% of revenue 10.3 12.4 10.5 13.6
Operating profit 7.6 9.6 -2.0 -20.9 26.5 42.0 -15.5 -36.9
% of revenue 9.1 11.7 8.3 13.3
Profit for the period 2.1 2.8 -0,7 -26.0 17.4 30.8 -13.4 -43.5
--------------------------------------------------------------------------------
Earnings per share, EUR (basic) 0.03 0.03 -0.01 -24.0 0.22 0.39 -0.17 -43.4
Earnings per share, EUR (diluted) 0.03 0.03 -0.01 -23.7 0.22 0.39 -0.17 -43.1
Acquired businesses
Revenue 5.2 0.0 5.2 20.8 0.0 20.8
EBITDA 0.6 0.0 0.6 5.7 0.0 5.7
Operating profit 0.0 0.0 0.0 2.9 0.0 2.9
Dividend proposal for the Annual General Meeting:
On December 31, 2012, the Group's parent company had distributable funds
totalling EUR 8,014,054 (51,941,032). No essential changes in the company's
financial standing have taken place after the end of the financial year. The
Board of Directors will propose to the Annual General Meeting that a dividend of
EUR 0.10 (0.40) per share be paid for the 2012 financial year. Based on the
number of shares on the closing date, December 31, 2012, the total dividend
distribution would amount to EUR 7,548,685 (30,194,741).
Outlook for 2013:
The general uncertainty prevailing in the Group's principal markets, as well as
the shift in media consumption from print media to electronic channels, make it
difficult to forecast the development of the advertising and circulation
revenues. The share of digital services in the media market will continue.
Economic growth is estimated to remain weak in Europe in the early part of
2013. The increase in the sales of digital services is not enough to cover the
drop in the sales of print media. Alma Media estimates that the company's
revenue and operating profit, excluding non-recurring items, will decrease in
the first half of 2013 from the level of the corresponding period in 2012. The
revenue for the first half of 2012 was MEUR 162.2 and operating profit,
excluding non-recurring items, was MEUR 16.1.
Kai Telanne, President and CEO:
The general economic development in the main market, Finland, continued to be
weak in the last quarter of 2012. Advertising investment continued to decline,
and the shift from print media to electronic channels continued to accelerate.
The circulations of subscription-based newspapers continued to decrease.
In the last quarter, Alma Media's revenue grew by 1.7% thanks to the revenues
from the companies acquired during the financial year. In contrast, operating
profit excluding non-recurring items decreased from the comparison period as the
profitability of print media declined.
Alma Media's strategy is to increase the share of digital services in its
revenue. During the year 2012, the company invested MEUR 72 in profitable,
market-leading recruitment services in the Baltic countries, Czech Republic,
Slovakia and some other eastern Central European countries. The takeover and
integration of the acquisitions has proceeded excellently.
In Finland, Alma Media acquired the dating service e-Kontakti, as well as
significant minority holdings in companies whose competencies will enrich the
company's consumer and business service offering.
After these acquisitions, approximately one-quarter of Alma Media's 2012 revenue
(MEUR 77.8) came from the sales of digital products and services.
The most wide-ranging operational change in 2012 was the founding of Alma
Regional Media to tighten the cooperation between the company's regional and
local papers, as well as the extensive operational changes related to this
operation. Towards the end of the year, the regional papers of Ilkka-Yhtymä also
joined the operational model based on nationwide joint editorial offices.
Alma Diverso, established for fostering the Group's digital business
competencies and service development, initiated networked sales of digital
advertising, among other initiatives.
Alma Media is determined to continue its competitiveness and operational change
in the direction of multimedia. Fee-based content in electronic channels and
mobile media consumption are the focal points in the development of the
publishing business. The competitiveness of print media will be ensured through
measures enhancing productivity and, among other things, product renewals made
possible by the new printing facility in Tampere, starting operations in spring
2013. Development of digital consumer and business services will continue,
accelerated through acquisitions if necessary.
For further information, please contact:
Kai Telanne, President and CEO, telephone +358 10 665 3500
Juha Nuutinen, CFO, telephone +358 10 665 3873
Conference, webcast and conference call:
A conference for Finnish media, investors and analysts will be held on the same
day at 11.00-12.00 EET in the Alma House (address: Alvar Aallon katu 3 C,
Helsinki). In addition to the presentations held by President & CEO Kai Telanne
and CFO Juha Nuutinen, participants will have an opportunity to discuss with
other members of the company's management. Please note that the conference will
be held in Finnish. The presentation material will be available on Alma Media's
website at 11.00 EET.
To participate in the conference, kindly register beforehand to Minna Oksanen,
e-mail minna.oksanen@almamedia.fi or tel. +358 10 665 2271.
An international conference call and audio webcast concerning the financial
result 2012 will begin at 13.00 EET. You can participate in the conference by
calling +44(0)20 7136 2051 (confirmation code: 9085824) or follow the direct
transmission at www.almamedia.com.
Rauno Heinonen
Vice President, Corporate Communications and IR
Alma Media Corporation
DISTRIBUTION: NASDAQ OMX Helsinki, main media
ALMA MEDIA GROUP: FINANCIAL STATEMENT RELEASE
JANUARY 1 - DECEMBER 31, 2012
The descriptive part of this review focuses on the result of financial year
2012. The figures are compared in accordance with the International Financial
Reporting Standards (IFRS) with those of the corresponding period in 2011,
unless otherwise stated. The full-year figures in the financial statement
release are audited. The figures in the tables are independently rounded.
KEY FIGURES 2012 2011 Change 2012 2011 Change 2010
MEUR Q4 Q4 % Q1-Q4 Q1-Q4 % Q1-Q4
--------------------------------------------------------------------------------
Revenue 82.7 81.3 1.7 320.1 316.2 1.2 311.4
Total expenses excluding
non-recurring items 74.4 71.4 4.2 287.0 273.6 4.9 267.7
--------------------------------------------------------------------------------
EBITDA excluding non-
recurring items 10.6 12.3 -13.6 45.1 51.9 -13.1 53.3
EBITDA 9.7 12.0 -19.1 39.5 51.2 -22.7 52.8
--------------------------------------------------------------------------------
Operating profit excluding
non-recurring items 8.5 10.1 -15.8 33.5 42.9 -22.0 43.9
% of revenue 10.3 12.4 10.5 13.6 14.1
Operating profit 7.6 9.6 -20.9 26.5 42.0 -36.9 43.4
% of revenue 9.1 11.7 8.3 13.3 13.9
--------------------------------------------------------------------------------
Profit before tax 3.8 5.3 -27.9 237 42.0 -43.6 45.0
Profit for the period 2.1 2.8 -26.0 17.4 30.8 -43.5 33.2
--------------------------------------------------------------------------------
Return on Equity/ROE
(Annual)* 10.5 12.5 -15.7 19.2 29.1 -34.0 31.6
Return on Investment/ROI
(Annual)* 7.8 9.9 -21.2 13.9 26.1 -46.8 34.4
Net financial expenses -0.2 3.6 104.5 -1.5 2.5 158.5 -0.9
Net financial expenses, % of
revenue -0.2 4.5 -0.5 0.8 -0.3
Balance sheet total 245.1 198.0 23.8 184.5
Capital expenditure 32.9 2.1 1437.2 111.3 6.3 1673.9 12.9
Capital expenditure, % of
revenue 39.8 2.6 34.8 2.0 4.1
Research and development
costs 4.1 4.6 -10.0 0.0
Equity ratio 36.7 57.0 -35.6 67.1
Gearing, % 73.7 -33.4 -320.8 -28.2
Interest-bearing net debt 62.3 -32.3 -292.9 -32.4
Interest-bearing liabilities 79.4 25.5 210.9 4.0
Non-interest-bearing
liabilities 81.2 75.7 7.2 65.7
Average no. of personnel,
calculated as full-time
employees, excl. delivery
staff 1,898 1,746 8.7 1,910 1,816 5.2 1,806
Average no. of delivery
staff 862 940 -8.3 941 961 -2.1 962
--------------------------------------------------------------------------------
Share indicators
--------------------------------------------------------------------------------
Earnings per share, EUR
(basic) 0.03 0.03 -24.0 0.22 0.39 -43.4 0.44
Earnings per share, EUR
(diluted) 0.03 0.03 -23.7 0.22 0.39 -43.1 0.44
Cash flow from operating
activities/share, EUR 0.15 0.27 -44.5 0.33 0.67 -51.0 0.62
Shareholders' equity per
share, EUR 1.08 1.24 -12.8 1.50
Dividend per share 0.10 ** 0.40 0.70
Effective dividend yield 2.2 6.5 8.5
P/E Ratio 20.6 15.8 18.9
Market capitalization 343.5 463.5 -25.9 621.4
Average no. of shares (1,000
shares)
- basic 75,487 75,487 75,487 75,339 74,894
- diluted 75,618 75,898 75,661 75,772 75,086
No. of shares at end of
period (1,000 shares) 75,487 75,487 75,053
--------------------------------------------------------------------------------
*) see Main Accounting
Principles of the Financial
Statement Release
**) Proposal of the Board,
dividend EUR 0,10
Market conditions
According to TNS Media Intelligence, total advertising volume declined by 5.3%
(grew by 0.2%) in the last quarter of the year. Advertising in newspapers and
city papers decreased by 8.6% (decreased by 2.8%), while advertising in online
media continued to increase, by 13.9% (19.4%) from the comparison period.
Further according to TNS Media Intelligence, total advertising volume declined
by 4.1% (grew by 7.1%) in the full year 2012. Advertising in newspapers and city
papers decreased by 7.6% (grew by 3.7%), while advertising in online media
increased by 10.0% (25.3%) from the comparison period.
Changes in group structure 2012
On January 2, 2012, Alma Media Corporation acquired the entire stock of the
company LMC s.r.o. From January 2, 2012, this company is reported as part of the
Digital Consumer Services segment.
Northern Media, part of Alma Media's Newspapers segment, on January 1, 2012
acquired the publishing rights of the free issue paper Kotikymppi that appears
in Kemijärvi, Finland.
On February 2, 2012, Alma Media Corporation acquired the entire stock of CV
Online, the leading online recruitment service company in the Baltic countries.
From February 2, 2012, this company is reported as part of the Digital Consumer
Services segment.
Alma Mediapartners Oy, part of the Alma Media Group, acquired the entire stock
of PlanMyRoom Finland Oy. From May 2, 2012, this company is reported as part of
the Digital Consumer Services segment.
Alma Media Corporation acquired the entire stock of Suomen Hankintakeskus Oy.
Suomen Hankintakeskus will merge into Mascus, Alma Media's international
marketplace for used heavy machinery and transport vehicles. From June 1, 2012,
Suomen Hankintakeskus Oy is reported as part of the Digital Consumer Services
segment.
Alma Media acquired a 51% shareholding in Adalia Media, based in the United
States. The company has acted as licence partner of Mascus, Alma Media's
international marketplace for used heavy machinery and transport vehicles, since
2009. From June 1, 2012, Adalia Media, Inc. is reported as part of the Digital
Consumer Services segment.
On August 1, 2012, Alma Media Corporation acquired the entire stock of Finland's
leading online dating service company, E-Kontakti Oy. From August 1, 2012, the
company is reported as part of the Digital Consumer Services segment.
On August 1, 2012, Alma Media Corporation sold the entire stock of Bovision AB.
The company was reported as part of the Digital Consumer Services segment.
On October 1, 2012, Alma Media Corporation purchased 20% of the stock of JM-
Tieto Oy, a company providing business information services. The company is
reported as part of the Kauppalehti Group segment.
On November 1, 2012, Alma Media Corporation purchased 20% of the stock of
Locatia Oy. The company is reported as part of the Kauppalehti Group segment.
On November 15, 2012, Alma Media Corporation purchased the leading recruitment
services companies in Slovakia (Profesia s.r.o. and Autovia) and Croatia (Tau
on-line d.o.o.), as well as minority holdings in the leading job portals in the
Serbian and Bosnian markets (Infostud 3 d.o.o. and Development Studio d.o.o.,
respectively). From November 1, 2012, the purchased companies are reported as
parts of the Digital Consumer Services segment.
On November 30, 2012, Alma Media Corporation sold the Vuodatus.net business to
Rohea Oy.
Further details of acquired businesses are given in the notes to this financial
statement release.
Group revenue and result October - December 2012
In the last quarter of the year, revenue grew by 1.7% to MEUR 82.7 (81.3).
Revenue from business operations acquired in 2012 was MEUR 5.2 (0.0). Revenue
from print media was MEUR 55.0 (60.6), with a share of 66.5% (74.5%) in the
Group's revenue. Revenue from digital products and services was MEUR 21.0
(14.9), an increase of 41.5% mainly due to acquisitions. Digital products and
services accounted for 25.4% (18.3%) of Group revenue. Other revenue totalled
MEUR 6.6 (5.8), accounting for 8.0% (7.0%) of Group revenue.
Revenue from advertising sales grew by 3.8% and was MEUR 42.2 (40.6).
Advertising sales made up 51.0% (49.9%) of the Group's total revenue.
Advertising sales for printed papers declined by 11.7% from the comparison
period, totalling MEUR 25.8 (29.2). Online advertising sales grew by 44.7% to
MEUR 16.1 (11.1).
Circulation revenue declined by 7.2% to MEUR 29.1 (31.4). The circulation
revenues of both the Newspapers segment and the Kauppalehti Group declined from
the comparison period due to the decline of copies sold.
Contents and service revenue was MEUR 11.4 (9.4).
Total expenses excluding non-recurring items grew by MEUR 3.0 or 4.2%, totalling
MEUR 74.4 (71.4). Total expenses increased by 5.4%, amounting to MEUR 75.8
(71.9). In the last quarter, the share of acquired businesses in total expenses
was MEUR 5.2. In addition, total expenses increased mainly through
reorganisation provisions reported as non-recurring items.
EBITDA, excluding non-recurring items, declined by 13.6% to MEUR 10.6 (12.3).
EBITDA amounted to MEUR 9.7 (12.0).
Depreciations during the review period totalled MEUR 2.1 (2.5). Depreciations
related to acquired businesses were MEUR 0.9 (0.0).
Operating profit, excluding non-recurring items, decreased by 15.8% (decreased
by 8.1%) to MEUR 8.5 (10.1). Operating profit excluding non-recurring items was
10.3% (12.4%) of revenue. Operating profit was MEUR 7.6 (9.6), down to 9.1%
(11.7%) of revenue. Operating profit from acquired businesses was MEUR 0.0
(0.0). The result from acquired businesses was burdened by significant marketing
investments in the fourth quarter.
The operating profit includes MEUR -0.9 (-0.5) in net non-recurring items. The
non-recurring items in the review period were mainly related to operational
reorganisation in the Newspapers segment and Kauppalehti Group.
The financial result for October-December 2012 was MEUR 2.1 (2.8), and the
financial result for the financial period excluding non-recurring items MEUR
7.9 (3.4). The October-December result includes a non-recurring item, a write-
down of MEUR 4.8 in the shareholding in Talentum Oyj. The period's financial
result included changes in the fair value of contingent considerations and debt
incurred by the reorganisation of the Marketplaces business in the amount of
MEUR 0.9.
Group revenue and result full year 2012
The Group's revenue for the full year 2012 grew by 1.2% to MEUR 320.1 (316.2).
Revenue from business operations acquired in 2012 was MEUR 20.8 (0.0). Revenue
from print media was MEUR 217.2 (236.1), with a share of 67.9% (74.7%) in the
Group's revenue. Revenue from digital products and services was MEUR 77.8
(56.8), an increase of 37.0% mainly due to acquisitions. Digital products and
services accounted for 24.3% (18.0%) of Group revenue. Other revenue totalled
MEUR 24.7 (23.1), accounting for 7.7% (7.3%) of Group revenue.
Revenue from advertising sales grew by 3.5% and was MEUR 160.8 (155.3).
Advertising sales made up 50.2% (49.1%) of the Group's total revenue.
Advertising sales for printed papers declined by 12.2% from the comparison
period, totalling MEUR 97.7 (111.3). Online advertising sales grew by 43.4% to
MEUR 61.8 (43.1).
Circulation revenue declined by 4.4% to MEUR 119.3 (124.8). The circulation
revenue of the Newspapers segment decreased by 4.6% to MEUR 104.8 (109.9).
Kauppalehti's circulation revenue declined by 2.7% to MEUR 14.6 (15.0).
Contents and service revenue was MEUR 40.0 (36.1).
Total expenses excluding non-recurring items went up by MEUR 13.4 or 4.9%,
totalling MEUR 287.0 (273.6). Total expenses increased by 7.0% to MEUR 294.5
(275.1). Businesses acquired during the review period accounted for MEUR 18.0 of
total expenses. The increase in total expenses was mainly due to reorganisation
provisions.
EBITDA, excluding non-recurring items, declined by 13.1% to MEUR 45.1 (51.9).
EBITDA amounted to MEUR 39.5 (51.2).
Depreciations in the review period amounted to MEUR 13.0 (9.2). Depreciations in
the financial period include an impairment loss of MEUR 1.6 reported as a non-
recurring item. Acquisition-related depreciations totalled MEUR 3.0 (0.0).
Operating profit excluding non-recurring items was down 22.0% (down 2.2%) to
MEUR 33.5 (42.9). The operating margin excluding non-recurring items was 10.5%
(13.6%). The operating profit was MEUR 26.5 (42.0), and the operating margin
8.3% (13.3%). Operating profit from acquired businesses amounted to MEUR 2.9
(0.0).
The operating profit includes MEUR -7.0 (-1.0) in net non-recurring items. The
non-recurring items during the review period were related to organisational
restructuring, as well as impairment losses for capitalised R&D costs for the
Marketplaces business.
The full-year 2012 financial result was MEUR 17.4 (30.8), and excluding non-
recurring items, MEUR 29.3 (31.7). The period's financial result includes a non-
recurring item, a write-down of MEUR 4.8 in the shareholding in Talentum Oyj. It
also includes changes in the fair value of contingent considerations and debt
incurred by the reorganisation of the Marketplaces business in the amount of
MEUR 3.6.
Business segments
This Financial Statement Release reports Alma Media's business segments
according to the new organisational structure. The segment structure was changed
from the beginning of 2012. The reportable segments of Alma Media are
Newspapers, Kauppalehti Group, Digital Consumer Services and Other Operations.
REVENUE AND OPERATING PROFIT/LOSS BY SEGMENT
REVENUE BY SEGMENT, 2012 2011 Change 2012 2011 Change
MEUR Q4 Q4 % Q1-Q4 Q1-Q4 %
-----------------------------------------------------------------------
Newspapers
External 52.0 54.6 203.4 214.1
Inter-segments 0.6 1.1 3.2 4.3
-----------------------------------------------------------------------
Newspapers total 52.6 55.8 -5.8 206.6 218.3 -5.4
Kauppalehti Group
External 15.3 15.0 56.1 55.9
Inter-segments 0.2 0.2 0.8 0.8
-----------------------------------------------------------------------
Kauppalehti Group total 15.5 15.2 1.9 56.9 56.7 0.4
Digital consumer services
External 13.8 10.2 54.3 40.7
Inter-segments 0.7 0.3 2.2 1.4
-----------------------------------------------------------------------
Digital consumer services total 14.5 10.5 37.7 56.5 42.1 34.2
Other operations
External 1.7 1.5 6.3 5.6
Inter-segments 19.9 18.7 78.5 73.9
-----------------------------------------------------------------------
Other operations total 21.5 20.2 6.8 84.8 79.5 6.7
Elimination -21.4 -20.4 -84.7 -80.4
-----------------------------------------------------------------------
Total 82.7 81.3 1.7 320.1 316.2 1.2
-----------------------------------------------------------------------
OPERATING PROFIT/LOSS BY SEGMENT, 2012 2011 Change 2012 2011 Change
MEUR *) Q4 Q4 % Q1-Q4 Q1-Q4 %
-----------------------------------------------------------------------
Newspapers 7.0 7.8 -10.0 22.1 29.7 -25.5
Kauppalehti Group 1.2 2.2 -46.1 4.7 7.4 -36.6
Digital consumer services 1.2 0.9 28.9 4.9 6.4 -24.2
Other operations -1.7 -1.5 -14.6 -4.9 -1.6 -217.0
-----------------------------------------------------------------------
Total 7.6 9.6 -20.9 26.5 42.0 -36.8
-----------------------------------------------------------------------
*) including non-recurring items
The Group has six operating segments as shown in the table below. The operating
segments that offer similar products and services are combined to reportable
segments due to their uniform profitability and other characteristics.
REPORTABLE SEGMENT: OPERATING SEGMENT:
+-------------------------+-------------------+
|Newspapers |Alma Regional Media|
| +-------------------+
| |Iltalehti |
+-------------------------+-------------------+
|Kauppalehti Group |Kauppalehti Group |
+-------------------------+-------------------+
|Digital Consumer Services|Marketplaces |
| +-------------------+
| |Alma Diverso |
+-------------------------+-------------------+
|Other Operations |Other operations |
+-------------------------+-------------------+
The new Digital Consumer Services segment consists of the former Marketplaces
segment as well as the Alma Diverso operating segment. Alma Diverso comprises
the digital consumer services previously reported in the Newspapers segment,
namely Telkku.com, Kotikokki.net, Neffit.fi, Nytmatkaan.fi, Suomenyritykset.fi
and E-kontakti.fi as well as the development functions of the technical platform
of the online services of the regional and local newspapers, previously reported
in Other Operations.
With the change in the structure and composition of the reportable segments,
Alma Media has, in accordance with the IFRS 8 Operating Segments standard,
adjusted the corresponding items in segment information for the comparison
period 2011. The tables presented in the Notes section of these financial
statements summarise the impact of the changes and present revenue and operating
profit by segment in accordance with the new segment composition.
Newspapers
The Newspapers segment reports the Alma Regional Media and Iltalehti business
units, that is, the publishing activities of a total of 35 newspapers. The best-
known titles in this segment are Aamulehti and Iltalehti.
Newspapers 2012 2011 Change 2012 2011 Change
Key figures, MEUR Q4 Q4 % Q1-Q4 Q1-Q4 %
--------------------------------------------------------------------------------
Revenue 52.6 55.8 -5.8 206.6 218.3 -5.4
Circulation revenue 25.4 27.5 -7.4 104.8 109.9 -4.6
Advertising revenue 26.1 27.1 -4.0 98.0 104.4 -6.1
Content and service
revenue 1.1 1.2 -8.0 3.7 4.0 -8.1
Total expenses excluding
non-recurring items 45.4 47.5 -4.4 181.1 187.7 -3.5
--------------------------------------------------------------------------------
EBITDA excluding non-
recurring items 7.5 8.6 -13.4 26.9 32.2 -16.4
EBITDA 7.3 8.3 -12.6 23.2 31.4 -26.0
--------------------------------------------------------------------------------
Operating profit excluding
non-recurring items 7.2 8.3 -13.4 25.6 30.7 -16.8
Operating profit excluding
non-recurring items, % 13.7 14.9 12.4 14.1
Operating profit 7.0 7.8 -10.0 22.1 29.7 -25.5
Operating profit, % 13.3 13.9 10.7 13.6
--------------------------------------------------------------------------------
Average no. of personnel,
calculated as full-time
employees excl. delivery
staff 765 881 -13 838 940 -11
Average no. of delivery
staff 0 124 -100 33 117 -72
--------------------------------------------------------------------------------
2012 2011 2012 2011
Operational key figures Q4 Q4 Q1-Q4 Q1-Q4
--------------------------------------------------------------------------------
Audited circulation
Iltalehti 102,124
Aamulehti 130,081
Online services, unique
browsers, weekly
Iltalehti.fi 3,083,757 3,275,072 3,280,652 2,978,518
Aamulehti.fi 377,699 342,673 355,526 333,987
--------------------------------------------------------------------------------
October-December 2012
The Newspapers segment's revenue decreased to MEUR 52.6 (55.8). Advertising
sales in the segment were MEUR 26.1 (27.1), down 4.0% (down 3.3%). Advertising
sales in print media decreased by 6.2% (decreased by 5.9%). The segment's online
advertising sales increased by 14.5%, totalling MEUR 3.3 (2.8). Iltalehti.fi
further strengthened its position in the growing display advertising market.
The segment's circulation revenue in October-December was down 7.4%, totalling
MEUR 25.4 (27.5) due to a decline in the number of distributed copies. Online
business accounted for 6.4% (5.2%) of the segment's revenue.
The segment's total expenses excluding non-recurring items were MEUR 45.4 (47.5)
and total expenses MEUR 45.6 (48.1). The non-recurring items were related to
operational restructuring.
The Newspapers segment's operating profit excluding non-recurring items was MEUR
7.2 (8.3) and operating profit MEUR 7.0 (7.8). The segment's operating profit
excluding non-recurring items declined due to the decreases in circulation
revenue and print media advertising sales.
Full year 2012
The Newspapers segment's revenue decreased to MEUR 206.6 (218.3). Advertising
sales in the segment were MEUR 98.0 (104.4), down 6.1% (up 1.7%). Advertising
sales in print media decreased by 8.3% (increased by 0.3%). The segment's online
advertising sales increased by 14.9%, totalling MEUR 11.3 (9.8). The segment's
circulation revenue in January-December was down 4.6%, totalling MEUR 104.8
(109.9). Online business accounted for 5.6% (4.6%) of the segment's revenue.
The segment's total expenses excluding non-recurring items were MEUR 181.1
(187.7) and total expenses amounted to MEUR 184.6 (188.7). The non-recurring
expenses in the amount of MEUR 3.5 were related to operational restructuring and
loss from the sale of real estate.
The segment's operating profit excluding non-recurring items was MEUR 25.6
(30.7) and operating profit MEUR 22.1 (29.7). The segment's operating profit
excluding non-recurring items declined due to the decreases in circulation
revenue and print media advertising sales.
Pohjois-Suomen Media Oy (Alma Media Northern Media), part of the Newspapers
segment, concluded its statutory personnel negotiations in January 2012. As a
result of the negotiations, the number of employees of Pohjois-Suomen Media is
reduced by 9 full-time work years.
Alma Media combined its 34 regional and local papers into a new business unit,
Alma Regional Media, at the beginning of 2012 and started a large-scale renewal
project to strengthen the collaboration between the papers. In the statutory
personnel negotiations in connection with the project, the number of employees
in Alma Regional Media decreases by 100 full-time work years. As part of the
renewal of Alma Regional Media's operational model, Alma Regional Media and the
newspapers Ilkka and Pohjalainen, members of Ilkka-Yhtymä, in August agreed on
wide-ranging operational collaboration covering content and development. A
letter of intent for the collaboration was signed on August 30, 2012, and the
jointly developed new collaboration model is meant to be in full operation from
the beginning of 2014.
Iltalehti, part of the Newspapers segment, initiated statutory personnel
negotiations in November. The negotiations, held for production-related reasons,
aim at renewing the production process and shift arrangements.
Kauppalehti Group
The Kauppalehti Group specialises in the production of business and financial
information as well as in the provision of business utility and marketing
solutions. Its best known title is Finland's leading business paper,
Kauppalehti. The Group also includes the custom media house Alma 360 Custom
Media and the news agency and media monitoring unit BNS Group that operates in
all the Baltic countries.
Kauppalehti Group 2012 2011 Change 2012 2011 Change
Key figures, MEUR Q4 Q4 % Q1-Q4 Q1-Q4 %
--------------------------------------------------------------------------------
Revenue 15.5 15.2 1.9 56.9 56.7 0.4
Circulation revenue 3.7 3.9 -5.5 14.6 15.0 -2.7
Advertising revenue 4.5 5.1 -13.1 15.2 17.1 -10.9
Content and service revenue 7.3 6.2 19.0 27.1 24.6 10.2
Total expenses excluding non-
recurring items 13.4 13.0 3.2 51.3 49.3 3.9
--------------------------------------------------------------------------------
EBITDA excluding non-recurring
items 2.3 2.4 -3.8 6.6 8.2 -20.3
EBITDA 1.4 2.4 -42.2 5.5 8.2 -33.3
--------------------------------------------------------------------------------
Operating profit excluding non-
recurring items 2.1 2.2 -3.8 5.7 7.4 -22.2
Operating margin excluding non-
recurring items, % 13.7 14.5 10.1 13.0
Operating profit 1.2 2.2 -46.1 4.7 7.4 -36.6
Operating profit, % 7.7 14.5 8.2 13.0
--------------------------------------------------------------------------------
Average no. of personnel,
calculated as full-time employees
398 417 -4 410 429 -4.5
--------------------------------------------------------------------------------
2012 2011 2012 2011
Operational key figures Q4 Q4 Q1-Q4 Q1-Q4
--------------------------------------------------------------------------------
Audited circulation
Kauppalehti 68,252
--------------------------------------------------------------------------------
Kauppalehti.fi 490,900 706,930 673,000 729,742
--------------------------------------------------------------------------------
October - December 2012
The revenue of the Kauppalehti Group was MEUR 15.5 (15.2) in the fourth quarter.
The review period's revenue was up 1.9% (down 5.7%). Online business accounted
for 26.4% (25.1%) of the segment's revenue.
Advertising sales during the review period decreased to MEUR 4.5 (5.1), down
13.1% (down 4.4%). Online advertising sales increased by 14.0% (decreased by
6.9%) from the comparison period.
The segment's circulation revenue declined from the previous year to MEUR 3.7
(3.9). Content and service revenue grew to MEUR 7.3 (6.2). The content and
service revenue was particularly bolstered by new business for Alma 360, as well
as the increased sales revenue from Kauppalehti's information services and
digital content.
The segments total expenses excluding non-recurring items were MEUR 13.4 (13.0),
and total expenses MEUR 14.4 (13.0). The segment's expenses increased due to IT
and marketing investment caused by product renewal. The non-recurring items were
related to reorganisation expenses.
The operating profit of the Kauppalehti Group excluding non-recurring itmes was
MEUR 2.1 (2.2), 13.7% (14.5%) of revenue.
Full year 2012
The revenue for the full year 2012 of the Kauppalehti Group was MEUR 56.9
(56.7). The revenue for the review period increased by 0.4% (decreased by
2.1%). Online business accounted for 26.3% (24.9%) of the segment's total
revenue.
Advertising sales in the segment were down 10.9% (down 3.2%) and were MEUR 15.2
(17.1). Online advertising sales increased by 0.9% (decreased by 2.3%) from the
comparison period.
The segment's circulation revenue declined by 2.7% to MEUR 14.6 (15.0). Content
and service revenue grew by 10.2% to MEUR 27.1 (24.6).
The total expenses of the segment excluding non-recurring items amounted to MEUR
51.3 (49.3) and total expenses MEUR 52.4 (49.3).
The operating profit of the Kauppalehti Group excluding non-recurring items was
MEUR 5.7 (7.4) and operating profit MEUR 4.7 (7.4). The operating profit
excluding non-recurring items was 10.1% (13.0%) of revenue.
In May, Kauppalehti renewed its printed paper and online contents, as well as
the subscription models of its services.
The statutory personnel negotiations that concerned the staff of Kauppalehti's
media business were concluded in December. The workforce was reduced by six
persons through voluntary agreements.
Digital Consumer Services
The Digital Consumer Services segment, reported since the beginning of 2012,
comprises the former Marketplaces segment and the digital consumer service
operations previously reported in the Newspapers and Other Operations segments.
The services operating in Finland are Etuovi.com, Vuokraovi.com, Monster.fi,
Autotalli.com, Mascus.fi, MyyJaOsta.com, Telkku.com, Kotikokki.net, E-
kontakti.fi, Nytmatkaan.fi and Suomenyritykset.fi. The services operating
outside Finland are Jobs.cz, Prace.cz, topjobs.sk, CV Online, Profesia.sk,
MojPosao.net, Autovia.sk, Mascus, Objektvision.se and City24. In addition, the
segment includes the development of the technology platform for the online
services of the regional and local papers.
Digital consumer services 2012 2011 Change 2012 2011 Change
Key figures, MEUR Q4 Q4 % Q1-Q4 Q1-Q4 %
--------------------------------------------------------------------------------
Revenue 14.5 10.5 37.7 56.5 42.1 34.2
Operations in Finland 7.2 9.1 -21.4 29.2 36.5 -20.0
Operations outside Finland 7.4 1.4 414.0 27.4 5.6 386.1
Total expenses excluding non-
recurring items 13.2 9.6 37.4 49.3 35.9 37.4
--------------------------------------------------------------------------------
EBITDA excluding non-recurring
items 2.4 1.4 71.5 11.7 8.0 47.2
EBITDA 2.2 1.4 62.2 10.9 8.1 33.8
--------------------------------------------------------------------------------
Operating profit excluding non-
recurring items 1.3 0.9 42.5 7.4 6.3 17.5
Operating margin excluding non-
recurring items, % 9.2 8.9 13.0 14.9 -12.5
Operating profit 1.2 0.9 *) 28.9 4.9 6.4 -24.2
Operating margin, % 8.3 8.9 *) 8.6 15.3 -43.5
Average no. of personnel,
calculated as full-time
employees 475 200 138 396 205 93
--------------------------------------------------------------------------------
Acquired businesses
Revenue 5.2 0.0 20.8 0.0
EBITDA 0.6 0.0 5.7 0.0
Operating profit 0.0 0.0 2.9 0.0
2012 2011 2012 2011
Operational key figures Q4 Q4 Q1-Q4 Q1-Q4
--------------------------------------------------------------------------------
Etuovi.com 410,659 424,782 414,602 453,453
Autotalli.com 109,858 96,189 107,168 99,142
Monster.fi 95,305 93,428 101,207 91,205
MyyjaOsta.com 24,680 35,302 30,229 42,239
Telkku.com 680,225 701,048 714,154 661,908
Kotikokki.net 305,109 178,188 213,832 196,509
Suomenyritykset.fi 57,429 72,929 66,893 76,618
Mascus.com (Finland) 317,408 305,676 337,511 279,089
City24 109,070 93,903 149,344 91,140
--------------------------------------------------------------------------------
October - December 2012
In the last quarter of 2012, the revenue of the Digital Consumer Services
segment was MEUR 14.5 (10.5), up 37.7% (0.1%). Revenue from businesses acquired
in 2012 was MEUR 5.2. The segment's advertising sales amounted to MEUR 12.0
(9.0).
Advertising sales in the segment's recruitment business continued to grow
supported by acquisitions abroad. In Finland, the weakening of the business
environment caused a downturn in the recruitment market and the advertising
sales of Monster.fi. The competitive situation in home sales services levelled
out in summer, and Etuovi.com's revenue started to grow in comparison with the
second quarter.
The total expenses for the review period excluding non-recurring items were MEUR
13.2 (9.6), and total expenses MEUR 13.3 (9.6). The expenses of the acquired
businesses amounted to MEUR 5.2.
The operating profit of the Digital Consumer Services segment excluding non-
recurring items grew to MEUR 1.3 (0.9) in the fourth quarter. The operating
profit was MEUR 1.2 (0.9). The operating profit from businesses acquired in
2012 was MEUR 0.0.
On August 1, 2012, Alma Media Corporation bought the entire stock of Finland's
leading online dating service provider, E-Kontakti Oy. The company is reported
as part of the Digital Consumer Services segment from August 1, 2012.
On August 1, 2012, Alma Media Corporation sold the entire stock of Bovision AB.
The company used to be reported as part of the Digital Consumer Services
segment.
Full year 2012
In the full year 2012, the revenue of the Digital Consumer Services segment was
MEUR 56.5 (42.1), up 34.2% (15.8%). Revenue from businesses acquired in 2012 was
MEUR 20.8. The segment's advertising sales totalled MEUR 49.2 (36.4).
The total expenses for the review period excluding non-recurring items were MEUR
49.3 (35.9) and total expenses MEUR 51.8 (35.9). The expenses of the acquired
businesses amounted to MEUR 18.0.
The operating profit for the Digital Consumer Services segment excluding non-
recurring items increased by 17.5% to MEUR 7.4 (6.3). The operating profit was
MEUR 4.9 (6.4). The operating profit from businesses acquired in 2012 was MEUR
2.9. The non-recurring expenses in the amount of MEUR 2.5 were due to
reorganisation measures and impairment losses for capitalised R&D costs. The
non-recurring income during the comparison period, MEUR 0.2, was due to
corporate restructuring. The segment's operating profit excluding non-recurring
items grew, thanks to the businesses acquired.
Other Operations
The Other Operations segment reports the operations of the Group's printing and
distribution company Alma Manu Oy as well as the parent company. The financial
characteristics of both are similar as they primarily provide services for the
other business segments.
Other operations 2012 2011 Change 2012 2011 Change
Key figures, MEUR Q4 Q4 % Q1-Q4 Q1-Q4 %
--------------------------------------------------------------------------------
Revenue 21.5 20.2 6.8 84.8 79.5 6.7
External 1.7 1.5 11.2 6.3 5.6 13.0
Inter-segments 19.9 18.7 6.5 78.5 73.9 6.2
Total expenses excluding non-
recurring items 23.6 21.7 8.7 89.8 81.0 10.8
--------------------------------------------------------------------------------
EBITDA excluding non-recurring
items -1.5 -0.1 -1030.6 -0.1 3.5 -101.6
EBITDA -1.2 -0.1 -755.2 -0.1 3.4 -101.7
--------------------------------------------------------------------------------
Operating profit excluding non-
recurring items -2.1 -1.5 -36.7 -4.9 -1.4 -243.8
Operating profit excluding non-
recurring items, % -9.6 -7.5 -5.8 -1.8
Operating profit -1.7 -1.5 -14.6 -4.9 -1.6 -217.0
Operating profit, % -8.1 -7.6 -5.8 -2.0
--------------------------------------------------------------------------------
Average no. of personnel,
calculated as full-time employees 261 248 5 266 241 10
Average no. of delivery staff 862 816 6 908 844 8
--------------------------------------------------------------------------------
2012 2011 2012 2011
Operational key figures Q4 Q4 Q1-Q4 Q1-Q4
--------------------------------------------------------------------------------
Printing volume (thousand units) 48,078 46,343 199,085 224,724
Paper usage (tons) 6,786 7,927 27,938 31,428
--------------------------------------------------------------------------------
Alma Media Corporation entered an agreement with Pohjola Bank Plc for the
financing of the machinery and movable property of Alma Media's new printing
facility. The total amount of the agreements is MEUR 44.7 at the end of December
2012, out of which MEUR 35.0 have been paid to suppliers by the end of December.
The total amount of the investment is approximately MEUR 47.0. The fourth
quarter result of Other Operations was burdened by costs related to preparations
for the commissioning of the new printing facility.
The rent agreement for the new printing facility property became effective on
January 1, 2012, and it is treated as a finance leasing agreement in the
consolidated balance sheet.
Alma Manu expanded its distribution operations in the province of Lapland. The
distribution of Lapin Kansa and Koillis-Lappi, both Alma Media's newspapers, was
transferred from Itella to Alma Manu in January 2012.
Alma Manu initiated statutory personnel negotiations in relation to its planned
operational rationalisation and reorganisation measures for its printing
operations in Rovaniemi in March. As a result of the negotiations, completed in
April, the number of employees at the Rovaniemi printing facility was reduced by
four full-time work years.
Alma Manu started statutory personnel negotiations with its newspaper deliverers
in the Pirkanmaa region in June. As a result of the negotiations, concluded in
August, the work load in delivery operations decreases by 13 full-time work
years.
Alma Manu agreed on the sale of its Pori printing press to Daily Print i Umeå AB
in August.
Associated companies
Alma Media Group holds a 32.14-% stake in Talentum Oyj, which is reported under
the Kauppalehti Group. The company's own shares in the possession of Talentum
are here included in the total number of shares. In the consolidated financial
statements of Alma Media the own shares held by Talentum itself are not included
in the total number of shares. Alma Media's shareholding in Talentum is stated
as 32.64% in Alma Media's consolidated financial statements of December
31, 2012 and in this Financial Statements Release.
The period's financial result includes includes a non-recurring item, a
writedown of MEUR 4.8 in the shareholding in Talentum Oyj.
Share of profit of associated companies 2012 2011 2012 2011
MEUR Q4 Q4 Q1-Q4 Q1-Q4
-------------------------------------------------------------
Newspapers 0.0 -0.0 0.1 -0.0
Kauppalehti Group
Talentum Oyj -3.9 -0.7 -4.9 1.8
Digital consumer services -0.1 -0.0 -0.1 -0.1
Other operations
Other associated companies 0.1 0.1 0.6 0.9
-------------------------------------------------------------
Total -3.9 -0.6 -4.3 2.5
Non-recurring items
A non-recurring item is a comprehensive income or expense arising from non-
recurring or rare events. Gains or losses from the sale of business operations
or assets, gains or losses from discontinuing or restructuring business
operations as well as impairment losses of goodwill and other assets are
recognised as non-recurring items. Non-recurring items are recognised in the
profit and loss statement within the corresponding income or expense group.
NON-RECURRING ITEMS 2012 2011 2012 2011
MEUR Q4 Q4 Q1-Q4 Q1-Q4
---------------------------------------------------------------------------
Newspapers
Restructuring -0.2 -0.3 -3.3 -0.8
Gains on sales of assets 0.0 -0.1
Impairment losses of intangible and tangible assets -0.2 -0.2
---------------------------------------------------------------------------
Kauppalehti Group
Restructuring -0.9 -0.9
Gains on sales of assets -0.1
---------------------------------------------------------------------------
Digital consumer services
Restructuring -0.1 -0.3
Gains on sales of assets -0.2 -0.6 0.2
Impairment losses of intangible and tangible assets 0.0 -1.6 0.0
---------------------------------------------------------------------------
Other operations
Restructuring -0.1 -0.5 -0.5
Gains on sales of assets 0.4 0.0 0.4 0.4
---------------------------------------------------------------------------
NON-RECURRING ITEMS IN OPERATING PROFIT -0.9 -0.5 -7.0 -1.0
---------------------------------------------------------------------------
Translation differences -0.1 -0.1 0.1
Impairment losses of associated companies -4.8 -4.8
----------------------
NON-RECURRING ITEMS IN FINANCIAL ITEMS -0.1 0.0 -0.1 0.1
---------------------------------------------------------------------------
---------------------------------------------------------------------------
NON-RECURRING ITEMS IN PROFIT BEFORE TAX -5.8 -0.5 -11.9 -0.9
---------------------------------------------------------------------------
The non-recurring items during the financial year 2012 comprised restructuring
expenses, sales losses and writedowns of plant and equipment. In financial
items, the writedown of associated company shares was reported as a non-
recurring item.
Balance sheet and financial position
At the end of December 2012, the consolidated balance sheet stood at MEUR 245.1
(198.0). Alma Media's equity ratio at the end of December was 36.7% (57.0%) and
equity per share declined to EUR 1.08 (1.24).
At the end of December, the Group's interest-bearing net debt was MEUR 62.3 (-
32.3). The increase in net debt was due to the entering into force of the rental
agreement of the printing facility, treated as finance leasing, as well as loans
taken for company acquisitions and dividend payment. Financial assets recognised
at fair value through profit or loss created through corporate transactions
amounted to MEUR 0.9 (4.9) on December 31, 2012, and the fair value of debts on
the same date MEUR 2.7 (2.0).
The consolidated cash flow from operations in 2012 was MEUR 24.9 (50.7). Cash
flow before financing was MEUR -38.0 (50.7). Because of the change in value-
added tax treatment of newspaper subscriptions, part of 2012 subscription
revenue was exceptionally created in 2011, whic h significantly reduced the cash
flow from operations during the review period. Cash flow from investing
activities was affected primarily by the acquisitions of business operations
during the financial period.
The Group currently has a MEUR 100.0 commercial paper programme in Finland under
which it is permitted to issue papers to a total amount of MEUR 0-100. The
unused part of the programme was MEUR 78.0 on December 31, 2012. In addition,
the Group has a credit limit in the amount of MEUR 30.0 until October 9, 2013,
of which MEUR 13.0 were unused on December 31, 2012, and a credit limit in the
amount of MEUR 50.0 until October 15, 2014, of which MEUR 37.0 were unused on
December 31, 2012.
To further strengthen and diversify its financing structure, Alma Media
Corporation in October signed two new credit facilities, both valued at MEUR 25
with Nordea Pankki Suomi Oyj and Skandinaviska Enskilda Banken Ab. At the same
time, Alma Media terminated its valid credit facility of MEUR 35, previously
agreed with Skandinaviska Enskilda Banken Ab. The new credit facilities are
valid for two years.
Research and development costs
The Group's research and development costs in 2012 amounted to MEUR 4.1 (4.6).
Of this total, MEUR 3.1 (3.0) were expensed and MEUR 1.0 (1.6) capitalised. The
most significant projects pertained to the development of digital business.
Capital expenditure
Alma Media Group's capital expenditure in January-December 2012 totalled MEUR
111.3 (6.3), consisting mainly of corporate acquisitions, development projects,
normal operational and replacement investments and the investment in the new
printing facility.
Employees
During 2012, the average number of Alma Media employees, calculated as full-time
employees (excluding newspaper deliverers), was 1,910 (1,816). The average
number of delivery staff totalled 941 (961).
Administration
Alma Media Corporation's Annual General Meeting (AGM) held on March 14, 2012
elected Timo Aukia, Petri Niemisvirta, Seppo Paatelainen, Kai Seikku, Erkki
Solja, Catharina Stackelberg-Hammarén and Harri Suutari members of the company's
Board of Directors. In its constitutive meeting held after the AGM, the Board of
Directors elected Seppo Paatelainen its Chairman.
The Board also elected the members of its committees. Timo Aukia, Kai Seikku,
Catharina Stackelberg-Hammarén and Harri Suutari as chairman were elected
members of the Audit Committee. Petri Niemisvirta and Erkki Solja, as well as
Seppo Paatelainen as Chairman, were elected members of the Nomination and
Compensation Committee.
The Board of Directors of Alma Media Corporation has evaluated that the persons
elected members of the Board are independent of the company and its significant
shareholders, with the exception of Timo Aukia, Petri Niemisvirta and Seppo
Paatelainen. These members are evaluated as independent of the company but
dependent on its significant shareholders.
Mikko Korttila, General Counsel of Alma Media Corporation, was appointed
secretary to the Board of Directors.
The AGM appointed Ernst & Young Oy as the company's auditors.
In December, Hämeenlinna Administrative Court overruled the decision by the
Regional State Administrative agency for Southern Finland to approve a special
audit on Alma Media, thus dismissing the application placed by Oy Herttaässä Ab.
The application by Oy Herttaässä Ab, an Alma Media Corporation shareholder,
approved by the Regional State Administrative agency for Southern Finland in
August 2011, concerned a special audit regarding the operations of the
Nomination and Compensation Committee and its predecessor, the Election
Committee, of the Board of Directors of Alma Media Corporation.
Mr Juha Nuutinen was appointed CFO of Alma Media Corporation and a member of its
Group Executive Team as of November 1, 2012.
Ms Virpi Juvonen has served as the acting Head of HR since December 10, 2012, as
the holder of the post, Mr Pekka Heinänen, left the post.
Alma Media Corporation applies the Finnish Corporate Governance Code for listed
companies, issued by the Securities Market Association on June 15, 2010, in its
unaltered form. The Corporate Governance Statement and the Salary and
Remuneration Report for 2012 are available separately on the company's website
at http://www.almamedia.com/investors/.
Dividends
The Annual General Meeting resolved to distribute a dividend of EUR 0.40 per
share for the financial year 2011, in total MEUR 30.2 (52.5), in accordance with
the proposal of the Board of Directors. The dividend was paid on March 26, 2012
to shareholders who were registered in Alma Media Corporation's shareholder
register maintained by Euroclear Finland Oy on the record date, March 19, 2012.
The Alma Media share
In October-December, altogether 945,701 Alma Media shares were traded at NASDAQ
OMX Helsinki Stock Exchange, representing 1.3% of the total number of shares.
The closing price of the Alma Media share at the end of the last trading day of
the year, December 28, 2012, was EUR 4.55. The lowest quotation during the year
was EUR 4.44 and the highest EUR 5.00. Alma Media Corporation's market
capitalisation was MEUR 343.5 at the end of the year.
The Annual General Meeting of Alma Media Corporation on March 14, 2012
authorised the Board of Directors to repurchase a maximum of 1,000,000 of the
company's shares, corresponding to approximately 1.4 % of the company's total
number of shares. The shares will be repurchased at the market price in public
trade on NASDAQ OMX Helsinki using the company's non-restricted equity, which
will decrease the disposable funds of the company for the distribution of
profit. The price paid for the shares shall be based on the price of the
company's shares in public trade with the minimum price of the shares to be
purchased being the lowest quoted market price in public trade during the
validity of the authorisation and the maximum price the highest quoted market
price during the validity of the authorisation. The shares can be repurchased
for the purpose of developing the capital structure of the company, or financing
or implementing of corporate acquisitions or other arrangements, or implementing
of incentive programmes for the management or key personnel of the company, or
to be otherwise disposed of or cancelled. The authorisation is valid until the
following ordinary Annual General Meeting, however no longer than until June
30, 2013.
The Annual General Meeting of Alma Media Corporation on March 14, 2012
authorised the Board of Directors to decide on a share issue by transferring
shares in possession of the company. The authorisation entitles the Board to
issue a maximum of 1,000,000 shares, corresponding to approximately 1.4 % of the
total number of shares of the company. The authorisation entitles the Board to
decide on a directed share issue, which would entail deviating from the pre-
emption rights of shareholders. The Board may use the authorisation in one or
more parts. The authorisation may be used to implement incentive programmes for
the management or key personnel of the company. The authorisation is valid until
the following ordinary Annual General Meeting, however no longer than until June
30, 2013. This authorisation does not override the authorisation for a share
issue resolved in the Annual General Meeting held on March 17, 2011.
The Annual General Meeting of Alma Media Corporation on March 17, 2011
authorised the Board of Directors to decide on a share issue. The authorisation
entitles the Board to issue a maximum of 7,500,000 shares, corresponding to
approximately 10% of the total number of shares of the company. The share issue
can be implemented by issuing new shares or transferring shares in possession of
the company. The authorisation entitles the Board to decide on a directed share
issue, which would entail deviating from the pre-emption rights of shareholders.
The Board may use the authorisation in one or more parts. The Board may use the
authorisation for developing the capital structure of the company, widening the
ownership base, financing or realising acquisitions or other similar
arrangements, or for other purposes decided upon by the Board. The authorisation
may not, however, be used for incentive programmes for the management or key
personnel of the company. The authorisation is in effect until March 17, 2013.
Option programme and share-based incentive plan
Alma Media has the option programme 2009 in effect. The programme is an
incentive and commitment system for Group management. If all the subscription
rights are exercised, the programme 2009 will dilute the holdings of the earlier
shareholders by a maximum of 2.22%. Further details about the programmes are
given in the notes to this Financial Statement Release.
The Board of Directors of Alma Media Corporation has resolved on a new share-
based incentive plan for the Group key employees. The new Performance Share Plan
consists of three performance periods, the calendar years 2012, 2013 and 2014.
The Board of Directors will decide on the plan's performance criteria and their
targets at the beginning of each performance period. The potential reward from
the plan for the performance period 2012 will be based on Alma Media Group's
profitability, and it will be paid partly in the company's shares and partly in
cash in 2013. For the members of the Group Executive Team, the plan additionally
includes one three-year performance period, the calendar years 2012-2014, based
on the profitable growth of the Group. The potential reward from the performance
period 2012-2014 will be paid partly in the company's shares and partly in cash
one year and two years from the end of the performance period. The Performance
Share Plan includes approximately 20 persons.
Other authorisations of the Board of Directors
The Board of Directors has no other current authorisations to raise convertible
loans.
Market liquidity guarantee
Alma Media Oyj:n osakkeelle ei ole voimassaolevaa markkinatakausta.
Flagging notices
In the fourth quarter 2012, Alma Media did not receive notices of changes in
shareholdings pursuant to Chapter 2, Section 9 of the Securities Markets Act.
In the second quarter of 2012, Alma Media received the following notices of
changes in shareholdings pursuant to Chapter 2, Section 9 of the Securities
Markets Act:
On June 21, 2012 Mandatum Life Insurance Company Limited informed Alma Media
that its holding in Alma Media shares and voting rights has decreased to 3.69%.
Kaleva Mutual Insurance Company informed Alma Media that its holding has
decreased to 3.01%. Additionally, Mariatorp Oy announced on the same day that it
had acquired 7,600,000 Alma Media shares, representing approximately 10.07% of
all Alma Media shares and votes.
Risks and risk management
The purpose of Alma Media Group's risk management activities is to continuously
evaluate and manage all opportunities, threats and risks in conjunction with the
company's operations to enable the company to reach its set objectives and to
secure business continuity.
The risk management process identifies the risks, develops appropriate risk
management methods and regularly reports on risk issues to the risk management
organisation. Risk management is part of Alma Media's internal control function
and thereby part of good corporate governance. Limits and processing methods are
set for quantitative and qualitative risk methods by the corporate risk
management system in writing.
The most critical strategic risks for Alma Media are a significant drop in its
newspaper subscriptions, a decline in advertising sales and a significant
increase in distribution and delivery costs. Fluctuating economic cycles are
reflected on the development of advertising sales, which accounts for
approximately half of the Group's revenue. Developing businesses outside Finland
such as in the Baltic countries and other East European countries include
country-specific risks relating to market development and economic growth.
In the long term, the media business will undergo changes along with the
transformation in media consumption and technological developments. The Group's
strategic objective is to meet this challenge through renewal and the
development of new business operations in online media. The most important
operational risks are disturbances in information technology systems and
telecommunication, and an interruption of printing operations.
Events after the period
Alma Media's printing and distribution company, Alma Manu Oy, is planning the
future of its newspaper printing facility in Rovaniemi, Finland, and therefore
started statutory personnel negotiations in January 2013. The negotiations
concern the entire staff of the Rovaniemi printing facility and mailing
department, a total of 23 employees. The topic of the negotiations is the
planning of the future for the Rovaniemi printing facility and the various
options involved, as well as the possible measures affecting staff and the
reasons, effects and alternatives of these measures.
Proposal by the Board of Directors for distribution of profit
The Board of Directors proposes to the ordinary Annual General Meeting that a
dividend of EUR 0.10 (0.40) per share be paid for the financial year 2012. Based
on the number of shares on the closing date, December 31, 2012, the dividend
distribution would total EUR 7,543,685 (30,194,741).
On December 31, 2012, the Group's parent company had distributable funds
totalling EUR 8,014,054 (51,941,032) of which profit for the period amounted to
EUR -14.169.546 (+47,486,273). No essential changes in the company's financial
standing have taken place after the end of the financial year. Dividends are
paid to shareholders who are entered in Alma Media Corporation's shareholder
register maintained by Euroclear Finland Oy no later than the record date, March
19, 2013. The dividend payment date is March 26, 2013.
The report by the Board of Directors, the financial statements and the auditors'
report will be available on the company's website no later than February
21, 2013.
Alma Media's Annual General Meeting 2013 is estimated to be held on March
14, 2013.
The next interim report
Alma Media will publish its interim report for the first quarter of 2013 on
Friday, April 26, 2013 at 9:00 AM (EEST).
ALMA MEDIA CORPORATION
Board of Directors
SUMMARY FINANCIAL STATEMENTS AND NOTES
2012 2011 Change 2012 2011 Change
COMPREHENSIVE INCOME STATEMENT, MEUR Q4 Q4 % Q1-Q4 Q1-Q4 %
--------------------------------------------------------------------------------
REVENUE 82.7 81.3 1.7 320.1 316.2 1.2
Other operating income 0.6 0.2 303.6 0.9 0.8 2.4
Materials and services 20.7 22.2 -6.6 82.1 88.9 -7.7
Employee benefits expense 33.2 31.5 5.2 132.1 119.8 10.2
Depreciation, amortization and
impairment 2.1 2.5 -12.5 13.0 9.2 41.6
Poistot liiketoimintojen hankinnasta 0.9 0.1 585.9 3.0 0.5 453.0
Other operating expenses 19.7 15.7 25.3 67.2 57.1 17.6
--------------------------------------------------------------------------------
OPERATING PROFIT 7.6 9.6 -20.9 26.5 42.0 -36.9
Finance income 1.0 0.9 18.0 5.1 1.1 372.2
Finance expenses 0.9 2.7 -68.1 3.6 3.6 -0.3
Share of profit of associated companies -3.9 -0.6 -529.3 -4.3 2.5 -268.1
--------------------------------------------------------------------------------
PROFIT BEFORE TAX 3.8 5.3 -27.8 23.7 42.0 -43.6
--------------------------------------------------------------------------------
Income tax 1.7 2.4 -30.2 6.3 11.2 -43.9
--------------------------------------------------------------------------------
PROFIT FOR THE PERIOD 2.1 2.8 -26.0 17.4 30.8 -43.5
--------------------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME
Change in translation differences -0.0 0.2 -110.2 -0.0 -0.1 85.2
Share of other comprehensive income of
associated companies 0.2 0.3 0.4 -0.1 737.5
Income tax relating to components of
other comprehensive income
--------------------------------------------------------------------------------
Other comprehensive income for the
period, net of tax 0.2 0.5 -61.1 0.3 -0.2
--------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD 2.3 3.5 -33.3 17.8 30.6 -42.1
--------------------------------------------------------------------------------
Profit for the period attributable to
Owners of the parent 1.9 2.5 16.6 29.4
Non-controlling interest 0.2 0.3 0.8 1.4
Total comprehensive income for the period
attributable to
Owners of the parent 2.1 3.1 17.0 29.2
Non-controlling interest 0.2 0.3 0.8 1.4
Earnings per share calculated from the profit for
the period
attributable to the parent company shareholders
Earnings per share (basic), EUR 0.03 0.03 0.22 0.39
Earnings per share (diluted), EUR 0.03 0.03 0.22 0.39
BALANCE SHEET, MEUR Dec 31 2012 Dec 31 2011
-------------------------------------------------------------------
ASSETS
NON-CURRENT ASSETS
Goodwill 74.3 30.6
Other intangible assets 43.9 9.9
Tangible assets 41.3 23.0
Investments in associated companies 31.3 35.0
Other non-current financial assets 4.9 5.3
Deferred tax assets 0.9 0.5
CURRENT ASSETS
Inventories 0.7 1.0
Current tax assets 1.3 4.1
Trade receivable and other receivables 29.3 26.9
Other current financial assets 0.0 3.8
Cash and cash equivalents 17.1 57.8
TOTAL ASSETS 245.1 198.0
-------------------------------------------------------------------
BALANCE SHEET, MEUR Dec 31 2012 Dec 31 2011
-------------------------------------------------------------------
EQUITY AND LIABILITIES
Share capital 45.3 45.3
Share premium reserve 7.7 7.7
Foreign currency translation reserve 0.2 0.2
Retained earnings 28.6 40.6
-------------------------------------------------------------------
Equity attributable to owners of the parent 81.8 93.8
Non-controlling interest 2.7 2.9
-------------------------------------------------------------------
TOTAL EQUITY 84.5 96.7
-------------------------------------------------------------------
LIABILITIES
NON-CURRENT LIABILITIES
Non-current interest-bearing liabilities 25.8 2.0
Deferred tax liabilities 7.9 2.2
Pension obligations 2.4 2.6
Provisions 0.1 0.1
Other financial liabilities 0.4 0.9
Other non-current liabilities 0.3 0.3
CURRENT LIABILITIES
Current interest-bearing liabilities 53.5 23.5
Advances received 14.8 28.2
Income tax liability 0.0 1.5
Provisions 0.4 1.0
Trade and other payables 54.9 38.9
-------------------------------------------------------------------
TOTAL LIABILITIES 160.5 101.2
-------------------------------------------------------------------
TOTAL EQUITY AND LIABILITIES 245.1 198.0
-------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGE
IN EQUITY
Attributable to equity holders of the
Parent Company
| | |
MEUR A B C D| E| F| G
------------------------------------------------+--------------------+----+-----
Equity Jan 1 2012 45.3 7.7 0.2 40.6| 93.8| 2.9| 96.7
------------------------------------------------+--------------------+----+-----
Profit for the period 16.6| 16.6| 0.8| 17.4
| | |
Other comprehensive income -0.0 0.4| 0.3| | 0.3
| | |
Transactions with equity | | |
holders of the parent and | | |
non-controlling interest | | |
| | |
Dividends paid by parent -29.7| -29.7| |-29.7
| | |
Dividends paid by | | |
subsidiaries | |-1.3| -1.3
| | |
Share-based payments 0.8| 0.8| | 0.8
| | |
Excercised share options | | |
| | |
Business combinations | | 0.3| 0.3
------------------------------------------------+--------------------+----+-----
Equity Dec 31 2012 45.3 7.7 0.2 28.6| 81.8| 2.7| 84.5
------------------------------------------------+--------------------+----+-----
Attributable to equity holders of the
Parent Company
| | |
MEUR A B C D| E| F| G
------------------------------------------------+--------------------+----+-----
Equity Jan 1 2011 45.0 4.7 0.4 62.7| 112.8| 2.0|114.8
------------------------------------------------+--------------------+----+-----
Profit for the period 29.4| 29.4| 1.4| 30.8
| | |
Other comprehensive income -0.1 -0.1| -0.2| | -0.2
| | |
Transactions with equity | | |
holders of the parent and | | |
non-controlling interest | | |
| | |
Dividends paid by parent -52.4| -52.4| |-52.4
| | |
Dividends paid by | | |
subsidiaries | |-0.7| -0.7
| | |
Share-based payments 1.0| 1.0| | 1.0
| | |
Excercised share options 0.3 3.0 | 3.3| | 3.3
| | |
Business combinations | | 0.1| 0.1
------------------------------------------------+--------------------+----+-----
Equity Dec 31 2011 45.3 7.7 0.2 40.6| 93.8| 2.9| 96.7
------------------------------------------------+--------------------+----+-----
Column headings on Consolidated Statement
of Change in Equity
A=Share capital
B=Share premium reserve
C=Translation difference
D=Retained earnings
E=Total
F=Non-controlling interest
G=Equity total
2012 2011 2012 2011
CASH FLOW STATEMENT, MEUR Q4 Q4 Q1-Q4 Q1-Q4
--------------------------------------------------------------------------------
Operating activities
Profit for the period 2.1 2.8 17.4 30.8
Adjustments 1.1 7.9 19.2 20.2
Change in working capital 7.4 14.0 -4.8 14.2
Dividends received 0.2 0.2 0.9 1.1
Interest received 0.1 -0.5 0.2 0.4
Interest paid and other finance expenses -0.9 -0.6 -2.4 -1.3
Income taxes paid 1.4 -3.5 -5.7 -14.6
--------------------------------------------------------------------------------
Net cash flows from operating activities 11.3 20.3 24.9 50.7
Investing activities
Acquisitions of tangible and intangible assets -1.8 -0.9 -4.1 -2.8
Proceeds from sale of tangible and intangible assets 0.5 0.0 3.0 0.0
Other investments 0.0 -0.1 -0.1 -0.1
Proceeds from sale of other investments 0.0 0.0 0.2 0.1
Acquisition of subsidiaries -21.4 0.0 -64.3 -0.1
Acquisition of associated companies -1.9 0.0 -2.3 -0.3
Proceeds from sale of subsidiaries 0.0 0.4 3.8 2.5
Proceeds from sale and repayment of capital of associated
companies 0.0 0.4 0.9 0.7
--------------------------------------------------------------------------------
Net cash flows from / (used in) investing activities -24.6 -0.3 -62.8 0.0
Cash flow before financing activities -13.3 20.1 -38.0 50.7
Financing activities
Proceeds from exercise of share options 0.0 0.0 0.0 3.2
Current loans taken 24.0 22.0 52.0 37.0
Repayment of current loans -14.5 -5.3 -23.4 -16.4
Change in interest-bearing receivables 0.0 0.1 0.0 0.3
Dividends paid 0.0 0.0 -31.5 -53.2
--------------------------------------------------------------------------------
Net cash flows from / (used in) financing activities 9.5 16.7 -2.8 -29.0
Change in cash and cash equivalent funds (increase + /
decrease -) -3.8 36.8 -40.8 21.7
Cash and cash equivalents at beginning of period 20.9 20.9 57.8 36.3
Effect of change in foreign exchange rates 0.0 0.1 0.1 -0.2
Cash and cash equivalents at end of period 17.1 57.8 17.1 57.8
ACQUIRED BUSINESSES
2012
Alma Media has acquired
the following business
operations
Business Acquired on Ownership %
Newpapers segment
Koti-Kymppi newspaper Local newspaper 2.1.2012 100 %
Digital consumer
services
LMC s.r.o Online 2.1.2012 100 %
CV Online Online 1.2.2012 100 %
PlanMyRoom Finland Oy Online 2.5.2012 100 %
Suomen Hankintakeskus
Oy Online 1.6.2012 100 %
Adalia Media Inc Online 1.6.2012 51 %
E-kontakti Oy Online 1.8.2012 100 %
Profesia s.r.o Online 15.11.2012 100 %
TAU Online s.r.o Online 15.11.2012 100 %
Autovia s.r.o Online 15.11.2012 100 %
The acquisition of the Newpapers segment has no major impact on
the consolidated financial statements and thus no additional
information is presented.
The following table presents the opening balance sheets of the
acquired operations of Digital Consumer Services in the Group,
the total acquisition price and impact on cash flow:
LMC s.r.o
Book values before Fair values at the
MEUR consolidation consolidation
----------------------------------------------------------------
Property, plant and
equipment 0.2 0.2
Intangible assets 7.5 22.1
Trade and other
receivables 3.3 3.3
Cash and cash
equivalents 5.9 5.9
----------------------------------------------------------------
Assets, total 16.8 31.4
Deferred tax
liabilities 0.0 2.9
Trade and other
payables 7.5 7.5
----------------------------------------------------------------
Liabilities, total 7.5 10.4
Total identifiable net
assets at fair value 9.4 21.0
Cash and cash
equivalents of acquired
subsidiaries or
businesses 5.9
CV Online
Book values before Fair values at the
MEUR consolidation consolidation
----------------------------------------------------------------
Property, plant and
equipment 0.0 0.0
Intangible assets 1.3 2.2
Trade and other
receivables 0.2 0.2
Cash and cash
equivalents 0.4 0.4
----------------------------------------------------------------
Assets, total 2.0 2.9
Deferred tax
liabilities 0.1 0.4
Trade and other
payables 0.5 0.5
----------------------------------------------------------------
Liabilities, total 0.6 0.8
Total identifiable net
assets at fair value 1.4 2.1
Cash and cash
equivalents of acquired
subsidiaries or
businesses 0.4
E-kontakti Oy
Book values before Fair values at the
MEUR consolidation consolidation
----------------------------------------------------------------
Property, plant and
equipment 0.0 0.0
Intangible assets 0.0 0.8
Trade and other
receivables 0.0 0.0
Cash and cash
equivalents 0.5 0.5
----------------------------------------------------------------
Assets, total 0.5 1.4
Deferred tax
liabilities 0.0 0.2
Trade and other
payables 0.2 0.2
----------------------------------------------------------------
Liabilities, total 0.2 0.4
Total identifiable net
assets at fair value 0.3 1.0
Cash and cash
equivalents of acquired
subsidiaries or
businesses 0.5
Profesia s.r.o
Book values before Fair values at the
MEUR consolidation consolidation
----------------------------------------------------------------
Property, plant and
equipment 0.6 0.6
Intangible assets 0.0 10.5
Trade and other
receivables 0.7 0.7
Cash and cash
equivalents 1.2 1.2
----------------------------------------------------------------
Assets, total 2.4 12.9
Deferred tax
liabilities 0.0 2.4
Trade and other
payables 1.8 1.8
----------------------------------------------------------------
Liabilities, total 1.8 4.2
Total identifiable net
assets at fair value 0.7 8.7
Cash and cash
equivalents of acquired
subsidiaries or
businesses 1.2
TAU Online
Book values before Fair values at the
MEUR consolidation consolidation
----------------------------------------------------------------
Property, plant and
equipment 0.0 0.0
Intangible assets 0.0 1.8
Trade and other
receivables 0.3 0.3
Cash and cash
equivalents 0.2 0.2
----------------------------------------------------------------
Assets, total 0.5 2.3
Deferred tax
liabilities 0.0 0.3
Trade and other
payables 0.3 0.3
----------------------------------------------------------------
Liabilities, total 0.3 0.7
Total identifiable net
assets at fair value 0.2 1.6
Cash and cash
equivalents of acquired
subsidiaries or
businesses 0.2
Autovia
Book values before Fair values at the
MEUR consolidation consolidation
----------------------------------------------------------------
Property, plant and
equipment 0.0 0.0
Intangible assets 0.0 0.4
Trade and other
receivables 0.0 0.0
Cash and cash
equivalents 0.1 0.1
----------------------------------------------------------------
Assets, total 0.2 0.6
Deferred tax
liabilities 0.0 0.1
Trade and other
payables 0.1 0.1
----------------------------------------------------------------
Liabilities, total 0.1 0.2
Total identifiable net
assets at fair value 0.1 0.4
Cash and cash
equivalents of acquired
subsidiaries or
businesses 0.1
Purchase consideration,
MEUR
Contingent
Consideration, consideration Total
settled in cash liability consideration
--------------------------------------------------------------------------------
LMC s.r.o 39.2 3.9 43.1
CV Online 4.0 1.2 5.2
E-kontakti Oy 4.3 0.0 4.3
Profesia 20.8 0.0 20.8
TAU Online 2.5 0 2.5
Autovia 0.8 0 0.8
The amount of contingent considerations in based on the operating profits and
EBITDA of the acquired businesses during 2012-2013. Contingent considerations
are classified as financial assets recognized at fair value through profit and
loss. The change in fair value is recognized in the financial items.
Goodwill
arising on
acquisition
Identifiable net
assets of the
Contingent acquired business
consideration operations Goodwill
--------------------------------------------------------------------------------
LMC s.r.o 43.1 -21.0 22.0
CV Online 5.2 -2.1 3.1
E-kontakti Oy 4.3 -1.0 3.3
Profesia 20.8 -8.7 12.1
TAU Online 2.5 -1.6 0.9
Autovia 0.8 -0.4 0.4
The other acquisitions by the Digital Consumer Services segment, PlanMyRoom
Finland Oy, Suomen Hankintakeskus Oy and Adalia Media Inc., do not represent
significant assets on the consolidated balance sheet. The purchase price of the
business operations acquired in the segment totalled MEUR 0.7, generating MEUR
0.8 in goodwill.
The estimated Group revenue would have been MEUR 329.5 (reported MEUR 320.1) and
the operating profit MEUR 28.0 (reported MEUR 26.1), assuming the acquisitions
had taken place at the beginning of 2012.
The fair values entered on intangible assets in the integration relate primarily
to domains and trademarks, IT applications and customer agreements. The goodwill
created through the acquisitions in affected by the estimated synergy benefits
to be realized from the acquired businesses.
Contingent considerations
Contingent considerations are classified as financial assets recognized at fair
value through profit or loss.
The amount of the contingent considerations due to the acquisitions and business
arrangements is based on
the revenue and operating profits of the acquired business during 2010-2014. The
fair values are the
estimated final considerations discounted to the balance sheet date.
CONTINGENT CONSIDERATION ASSETS
--------------------------------------------------------------------------------
Initial recognition of the assets 8.4
Change in fair value during previous financial years -1.4
Considerations, settled in cash -5.9
Change in fair value during the financial year -0.2
--------------------------------------------------------------------------------
Fair value of the contingent consideration assets in the end of the period 0.9
CONTINGENT CONSIDERATION LIABILITY
--------------------------------------------------------------------------------
Initial recognition of the liability 8.0
Change in fair value during previous financial years -3.4
Considerations, settled in cash -2.0
Change in exchange rate 0.0
Change in fair value during the financial year -1.0
--------------------------------------------------------------------------------
Fair value of the contingent consideration liability in the end of the
period 1.7
REVENUE BY GEOGRAPHICAL AREA, 2012 2011 2012 2011
MEUR Q4 Q4 Q1-Q4 Q1-Q4
---------------------------------------------------
Finland 57.7 77.7 284.0 301.8
Other EU countries 24.0 3.4 34.1 13.3
Other countries 0.9 0.3 1.9 1.1
---------------------------------------------------
Total 82.7 81.3 320.1 316.2
Information by segment
The business segments of Alma Media are Newspapers, Kauppalehti Group, Digital
Consumer Services and
Other Operations. The descriptive section of the Financial Statement Release
presents the revenue and operating profits of the segments and the allocation of
the associated companies' results to the reporting segments.
The following table presents the assets and liabilities by segment as well as
the non-allocated asset and liability items.
ASSETS BY SEGMENT, MEUR Dec 31 2012 Dec 31 2011
-------------------------------------------------------------
Newspapers 40.1 39.6
Kauppalehti Group 36.4 40.8
Digital consumer services 89.1 26.6
Other operations 50.5 22.4
Non-allocated assets and eliminations 28.9 68.5
-------------------------------------------------------------
Total 245.1 198.0
LIABILITIES BY SEGMENT, MEUR Dec 31 2012 Dec 31 2011
-----------------------------------------------------
Newspapers 29.0 38.6
Kauppalehti Group 11.1 11.0
Digital consumer services 15.3 7.5
Other operations 17.8 14.9
Non-allocated liabilities and 87.3 29.2
eliminations
-----------------------------------------------------
Total 160.5 101.2
2012 2011 2012 2011
CAPITAL EXPENDITURE, MEUR Q4 Q4 Q1-Q4 Q1-Q4
-------------------------------------------------
Newspapers 0.7 1.0 1.8 2.5
Kauppalehti Group 0.2 0.1 0.6 0.6
Digital consumer services 26.4 0.4 76.0 2.0
Others 5.6 0.5 32.8 1.2
-------------------------------------------------
Total 32.9 2.1 111.3 6.3
-------------------------------------------------
Provisions
The company's provisions totalled MEUR 0.5 (1.1) on December 31, 2012. The major
part of the
provisions concern restructuring provisions. It has not been necessary to change
the estimates made when
the provisions were entered.
Commitments and contingencies
COMMITMENTS AND CONTINGENCIES, MEUR Dec 31 2012 Dec 31 2011
--------------------------------------------------------------------------------
Collateral for others
Guarantees 1.3 1.3
Minimum lease payments on other lease agreements:
Within one year 8.6 7.1
Within 1-5 years 25.4 27.1
After 5 years 34.7 43.7
--------------------------------------------------------------------------------
Total 68.7 77.9
The Group also has purchase agreements that based on IFRIC 4
include a lease component as per IAS 17. Minimum
payments based on these agreements: 1.6 1.5
--------------------------------------------------------------------------------
Additionally, the total value of financial lease contracts for the machinery and
movables of Alma Media's
new printing facility, agreed with Pohjola Bank plc, is MEUR 44.7. The total
estimated value of the
investment is approximately MEUR 47.0. According to the IAS 17 standard, the
contracts will be recognised
as a finance lease contracts when the printing facility will be operational.
DERIVATIVE CONTRACTS, MEUR Dec 31 2012 Dec 31 2011
--------------------------------------------------------------------------------
Commodity derivate contracts,
electricity
derivatives
Fair value * -0.1 -0.1
Nominal value 0.8 1.1
Interest rate derivatives
Fair value * -0.4
Nominal value 48.0
--------------------------------------------------------------------------------
* The fair-value represents the return that would have arisen if the derivative
had been cleared on the balance sheet date.
Related party transactions
Alma Media Group's related parties are the major shareholders of the parent
company, associated
companies and companies owned by them. Related parties also include the
company's senior management
and their related parties (members of the Board of Directors, President and CEO
and Managing Directors,
and the Group Executive Team). The following table summarises the business
operations undertaken
between Alma Media and its related parties and the status of their receivables
and liabilities:
2012 2011 2012 2011
RELATED PARTY TRANSACTIONS, MEUR Q4 Q4 Q1-Q4 Q1-Q4
----------------------------------------------------------------
Sales of goods and services 0.1 0.1 0.8 0.3
Purchases of goods and services 0.9 1.0 3.4 4.0
Trade receivable, loan and other
receivables at the end of reporting period 0.0 0.0
Trade payable at the reporting date 0.1 0.1 0.1 0.1
----------------------------------------------------------------
Option programme
Alma Media has an option programme 2009. The programme is an incentive and
commitment
system for the company's management.
Under option programme 2009 a total of 2,130,000 stock options may be granted
during 2009-2011, and
these may be exercised to subscribe to a maximum of 2,130,000 Alma Media shares.
Of the total number of
options, 710,000 were marked 2009A, 710,000 were marked 2009B and 710,000 were
marked 2009C.
A total of 640,000 options have been issued under the 2009A programme. The share
subscription period
for 2009A is April 1, 2012-March 31, 2014. The management has 532,750 options
2009A in its possession.
Additionally, the management has sold 62,250 2009A option rights. The share
subscription price has decreased annually by the dividend per share, and was EUR
3.71 in December 2012. Until December 31, 2012, no share subscriptions were made
through 2009A option rights.
A total of 610,000 options have been issued under the 2009B programme. The share
subscription period
for 2009B is April 1, 2013-March 31, 2015. The management has 505,000 options in
its possession. The
share subscription price has decreased annually by the dividend per share, and
was EUR 6.23 in December
2012.
A total of 640,000 options have been issued under the 2009C programme. The share
subscription period
for 2009C is April 1, 2014-March 31, 2016. The management has 535,000 options in
its possession. The
share subscription price was EUR 7.55 in December 2012.
If all the subscription rights are exercised, the programme 2009 will dilute the
holdings of the
earlier shareholders by 2.22% maximum.
Performance Share Plan 2012
The Board of Directors of the company will decide on the Plan's performance
criteria and on their targets at the beginning of each performance period. The
potential reward from the Plan for the performance period 2012 will be based on
the Alma Media Group's profitability, and it will be paid partly in the
Company's shares and partly in cash in 2013. In addition, for the members of the
Group Executive Team, the Plan includes one four-year performance period,
calendar years 2012-2014, based on the profitable growth of the Group. The
potential reward from the performance period 2012-2014 will be paid partly in
the Company's shares and partly in cash one year and two years from the end of
the performance period. Altogether 20 persons are included in the Performance
Share Plan.
The Board of Directors of Alma Media Corporation has at its meeting in February
2012 resolved to
implement a performance share plan for key personnel of Alma Media Group. The
plan includes three (3)
one (1) year performance periods, the calendar years 2012, 2013 and 2014, based
on the Group's return.
Furthermore, for the members of the Group Executive Team, the plan includes one
(1) three (3) year
performance period, the calendar years 2012-2014, based on the profitable growth
of the Group.
The reward from the plan shall be paid to the key employees in a combination of
shares and cash, after the
end of each performance period by the end of April in 2013, 2014 and 2015. The
reward from the
performance period 2012-2014 shall be confirmed by the end of April 2015, and it
shall be paid in two (2)
equal lots in a combination of shares and cash, one (1) year and two (2) years
from the end of the performance period. Shares paid as reward on the basis of
the plan, from the one-year performance periods, may not be assigned, pledged or
otherwise exercised (transfer restriction/s) during the restriction period
established for the shares (restriction period/s). The restriction period shall
begin from the reward payment and end on December 31, 2014 for the shares earned
from the performance period 2012, on December 31, 2015 for the shares earned
from the performance period 2013 and on December 31, 2016 for the shares earned
from the performance period 2014.
There shall be a maximum total of 600,000 shares and a cash payment needed for
taxes and tax-related
costs arising from the reward to the key employees on the book-entry
registration date of the shares that
shall be given as reward on the basis of the entire plan.
No reward was paid according to the Performance Share Plan for the performance
period 2012.
QUARTERLY INFORMATION
| | | | | |
| 2012| 2012 2012 2012| 2011| 2011 2011 2011| 2010|
| | | | | |
MEUR | Q4| 7-9 4-6 1-3| Q4| 7-9 4-6 1-3| Q4|
-------------------------+-----+-----------------+-----+-----------------+-----+
Revenue | | | | | |
| | | | | |
Newspapers | 52.6| 48.9 53.2 51.9| 55.8| 52.5 57.1 53.0| 57.2|
| | | | | |
Kauppalehti Group | 15.5| 12.7 14.4 14.3| 15.2| 12.6 15.0 13.9| 16.1|
| | | | | |
Digital consumer services| 14.5| 13.3 13.8 14.9| 10.5| 10.3 10.9 10.4| 10.5|
| | | | | |
Other operations | 21.5| 21.2 21.0 21.0| 20.2| 20.1 20.2 19.1| 19.1|
| | | | | |
Eliminations |-21.4|-20.9 -21.4 -21.1|-20.4|-20.3 -20.4 -19.3|-19.9|
-------------------------+-----+-----------------+-----+-----------------+-----+
REVENUE | 82.7| 75.2 81.0 81.1| 81.3| 75.1 82.7 77.1| 83.0|
-------------------------+-----+-----------------+-----+-----------------+-----+
Total expenses excluding | | | | | |
non-recurring items | | | | | |
| | | | | |
Newspapers | 45.4| 43.6 46.0 46.1| 47.5| 45.5 48.1 46.5| 48.5|
| | | | | |
Kauppalehti Group | 13.4| 11.2 13.5 13.1| 13.0| 10.6 13.0 12.7| 14.4|
| | | | | |
Digital consumer services| 13.4| 11.1 12.5 12.6| 9.6| 8.4 9.1 8.7| 9.7|
| | | | | |
Other operations | 23.4| 21.4 22.8 22.1| 21.7| 18.8 21.4 19.2| 19.3|
-------------------------+-----+-----------------+-----+-----------------+-----+
TOTAL EXPENSES EXCLUDING | | | | | |
NON-RECURRING ITEMS | 74.4| 66.4 73.4 72.8| 71.4| 63.1 71.2 67.8| 72.0|
-------------------------+-----+-----------------+-----+-----------------+-----+
Operating profit | | | | | |
excluding non-recurring | | | | | |
items | | | | | |
| | | | | |
Newspapers | 7.2| 5.4 7.2 5.9| 8.3| 7.0 9.0 6.5| 8.8|
| | | | | |
Kauppalehti Group | 2.1| 1.5 0.9 1.3| 2.2| 2.0 2.0 1.2| 1.7|
| | | | | |
Digital consumer services| 1.1| 2.2 1.4 2.4| 0.9| 1.9 1.8 1.7| 0.6|
| | | | | |
Other operations | -1.9| -0.1 -1.7 -1.0| -1.5| 1.3 -1.2 -0.1| -0.1|
-------------------------+-----+-----------------+-----+-----------------+-----+
OPERATING PROFIT | | | | | |
EXCLUDING NON-RECURRING | | | | | |
ITEMS | 8.5| 8.9 7.7 8.5| 10.1| 12.0 11.5 9.3| 11.0|
-------------------------+-----+-----------------+-----+-----------------+-----+
% of revenue | | | | | |
| | | | | |
Newspapers | 13.7| 10.9 13.5 11.3| 14.9| 13.3 15.7 12.3| 15.3|
| | | | | |
Kauppalehti Group | 13.5| 11.6 6.0 8.9| 14.5| 16.0 13.1 8.6| 10.8|
| | | | | |
Digital consumer services| 7.9| 16.9 10.2 16.0| 8.9| 18.1 16.5 16.1| 5.5|
| | | | | |
Other operations | -8.6| -0.6 -8.2 -4.8| -7.5| 6.5 -5.8 -0.3| -0.7|
-------------------------+-----+-----------------+-----+-----------------+-----+
% OF REVENUE | 10.3| 11.8 9.5 10.4| 12.4| 16.0 14.0 12.1| 13.2|
-------------------------+-----+-----------------+-----+-----------------+-----+
Non-recurring items | | | | | |
| | | | | |
Newspapers | -0.2| -0.1 -2.6 -0.5| -0.5| 0.0 0.0 -0.5| -0.4|
| | | | | |
Kauppalehti Group | -0.9| -0.1 0.0 0.0| 0.0| 0.0 0.0 0.0| 0.0|
| | | | | |
Digital consumer services| -0.5| -0.5 -0.3 -1.6| 0.0| 0.0 0.0 0.2| 0.2|
| | | | | |
Other operations | 0.7| 0.0 0.0 -0.3| 0.0| 0.4 -0.5 0.0| 0.0|
-------------------------+-----+-----------------+-----+-----------------+-----+
NON-RECURRING ITEMS | -0.9| -0.7 -2.9 -2.5| -0.5| 0.4 -0.5 -0.3| -0.3|
-------------------------+-----+-----------------+-----+-----------------+-----+
Operating profit | | | | | |
| | | | | |
Newspapers | 7.0| 5.2 4.6 5.3| 7.8| 7.0 9.0 6.0| 8.3|
| | | | | |
Kauppalehti Group | 1.2| 1.3 0.9 1.3| 2.2| 2.0 2.0 1.2| 1.7|
| | | | | |
Digital consumer services| 1.2| 1.8 1.1 0.8| 0.9| 1.9 1.8 1.8| 0.7|
| | | | | |
Other operations | -1.7| -0.1 -1.7 -1.3| -1.5| 1.7 -1.7 -0.1| -0.1|
-------------------------+-----+-----------------+-----+-----------------+-----+
OPERATING PROFIT | 7.6| 8.1 4.8 6.0| 9.5| 12.4 11.0 9.0| 10.7|
-------------------------+-----+-----------------+-----+-----------------+-----+
Finance income | 1.0| 3.1 0.7 0.0| 0.2| 1.2 1.0 0.5| 1.0|
| | | | | |
Finance expenses | 0.9| 0.6 0.3 1.7| 3.9| 0.3 0.8 0.6| 0.3|
| | | | | |
Share of profit of | | | | | |
associated companies | -3.9| -0.2 0.3 -0.5| -0.6| 2.3 0.4 0.4| 0.4|
-------------------------+-----+-----------------+-----+-----------------+-----+
PROFIT BEFORE TAX | 3.8| 10.5 5.6 3.8| 5.3| 15.6 11.8 9.3| 12.1|
-------------------------+-----+-----------------+-----+-----------------+-----+
Income tax | -1.7| -2.4 -1.1 -1.1| -2.4| -3.4 -3.0 -2.4| -2.9|
-------------------------+-----+-----------------+-----+-----------------+-----+
PROFIT FOR THE PERIOD | 2.1| 8.1 4.5 2.7| 2.8| 12.2 8.8 6.9| 9.2|
-------------------------+-----+-----------------+-----+-----------------+-----+
Main accounting principles (IFRS)
This Financial Statement Release has been prepared according to IFRS standards
(IAS 34). The interim report applies the same accounting principles and
calculation methods as the annual accounts dated December 31, 2012. The annual
report does not, however, contain all the information or notes to the accounts
included in the annual financial statements. This report should therefore be
read in conjunction with the company's financial statements for 2012. The
accounting principles of the financial years 2012 and 2011 are comparable. The
company has no discontinued operations to report in the 2012-2011 financial
periods.
The key indicators are calculated using the same formulae as applied in the
previous annual financial statements. In 2012, two new key indicators have been
introduced; EBITDA excluding non-recurring items and EBITDA. EBITDA excluding
non-recurring items is calculated with the formula: operating profit excluding
non-recurring items + depreciations and write-downs excluding non-recurring
items. EBITDA is calculated with the formula: operating profit + depreciations
and write-downs. The quarterly percentages of Return on Investment (ROI) and
Return on Equity (ROE) have been annualised using the formula ((1+quarterly
return)4)-1). The figures in this financial statement release are independently
rounded.
The Group has applied the following standards and interpretations as of January
1, 2012:
Change in IFRS7: Financial Instruments: Disclosures
Change in IAS 12: Income Taxes
The impact of the new standards presented above on the Group has been marginal.
The figures in this annual report are unaudited.
Seasonality
The Group recognises its circulation revenues as paid. Therefore, circulation
revenues accrue in the income statement fairly evenly during the four quarters
of the year. The bulk of circulation invoicing takes place at the beginning of
the year and therefore the cash flow from operating activities is strongest in
the first and second quarters. This also affects the company's balance sheet
position in different quarters.
General Statement
This report contains certain statements that are estimates based on the
management's best knowledge at the time they were made. For this reason they
contain a certain amount of risk and uncertainty. The estimates may change in
the event of significant changes in the general economic conditions.
Next interim report
Alma Media will publish its interim report for January-March, 2013 on Friday,
April 26, 2013, approximately
at 9 a.m (EEST).
ALMA MEDIA CORPORATION
Board of Directors
REVENUE AND OPERATING PROFIT BY SEGMENT IN THE NEW SEGMENT STRUCTURE
2011
REVENUE BY SEGMENT, New Former
MEUR structure structure Change
-------------------------------------------------------------------
Newspapers
External 214.1 217.3 -3.2
Inter-segments 4.3 4.2 0.1
Newspapers total 218.3 221.5 -3.1
Kauppalehti Group
External 55.9 55.9 0
Inter-segments 0.8 0.8 0
Kauppalehti Group total 56.7 56.7 0
Digital Consumer Services
External 40.7 37.5 3.2
Inter-segments 1.4 -0.5 1.9
Digital Consumer Services total 42.1 37 5.2
Other Operations
External 5.6 5.6 -0.1
Inter-segments 73.9 75.9 -2
Other Operations total 79.5 81.5 -2
Elimination -80.4 -80.4 0
-------------------------------------------------------------------
Total 316.2 316.2 0
-------------------------------------------------------------------
New Former
OPERATING PROFIT/LOSS BY SEGMENT*, MEUR structure structure Change
-------------------------------------------------------------------
Newspapers 29.7 30.2 -0.4
Kauppalehti Group 7.4 7.4 0
Digital Consumer Services 6.4 5.8 0.6
Other operations -1.6 -1.4 -0.2
-------------------------------------------------------------------
Total 42 42 0
-------------------------------------------------------------------
*) incl. non-recurring items
REVENUE AND OPERATING PROFIT BY SEGMENT
IN THE NEW SEGMENT STRUCTURE
2011
REVENUE BY SEGMENT, 2011 2011 2011 2011 2011
MEUR Q1 Q2 Q3 Q4 Q1-Q4
---------------------------------------------------------------------
Newspapers
External 52 56 51.4 54.6 214.1
Inter-segments 1 1.1 1 1.1 4.3
Newspapers total 53 57.1 52.5 55.8 218.3
Kauppalehti Group
External 13.7 14.8 12.4 15 55.9
Inter-segments 0.2 0.2 0.2 0.2 0.8
Kauppalehti Group total 13.9 15 12.6 15.2 56.7
Digital Consumer Services
External 10 10.6 9.9 10.2 40.7
Inter-segments 0.4 0.3 0.4 0.3 1.4
Digital Consumer Services total 10.4 10.9 10.3 10.5 42.1
Other Operations
External 1.4 1.3 1.3 1.5 5.6
Inter-segments 17.7 18.8 18.7 18.7 73.9
Other Operations total 19.1 20.2 20.1 20.2 79.5
Elimination -19.3 -20.4 -20.3 -20.4 -80.4
---------------------------------------------------------------------
Total 77.1 82.7 75.1 81.3 316.2
---------------------------------------------------------------------
2011 2011 2011 2011 2011
OPERATING PROFIT/LOSS BY SEGMENT*, MEUR Q1 Q2 Q3 Q4 Q1-Q4
---------------------------------------------------------------------
Newspapers 6 9 7 7.8 29.7
Kauppalehti Group 1.2 2 2 2.2 7.4
Digital Consumer Services 1.8 1.8 1.9 0.9 6.4
Other operations -0.1 -1.7 1.7 -1.5 -1.6
---------------------------------------------------------------------
Total 9 11 12.4 9.6 42
---------------------------------------------------------------------
*) incl. non-recurring items
[HUG#1678543]
Alma Media's Financial Statement Release 2012: International digital services business increased revenue
| Source: Alma Media
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