Alma Media Corporation’s Interim Report for January-March 2010: Net sales at previous year’s level, operating profit grew

Alma Media Corporation Interim Report April 30, 2010 at 9:00am (EEST)

 

ALMA MEDIA CORPORATION’S INTERIM REPORT FOR JANUARY-MARCH 2010:

NET SALES AT PREVIOUS YEAR’S LEVEL, OPERATING PROFIT GREW

 

January-March 2010 in brief:

 

– Net sales MEUR 74.4 (76.4), down 2.7% (down 9.0%). Comparable net sales remained at previous year’s level. Net sales for comparison period include net sales of MEUR 2.1 from Kauppalehti 121 Oy sold in November 2009.

– Operating profit MEUR 8.2 (6.5), 11.1% (8.5%) of net sales, operating profit without one-time items MEUR 8.3 (7.5).  

– Profit before taxes MEUR 8.6 (6.5), profit before taxes without one-time items MEUR 8.6 (7.5).

– Financial result for the period MEUR 6.3 (4.7), up 34.4% (down 51.8%).

– Earnings per share EUR 0.08 (0.06).

 

Outlook for 2010:

 

– Alma Media expects its comparable net sales and operating profit to increase moderately from the 2009 level as a result of gradual growth in advertising sales.

– Second-quarter net sales and operating profit are expected to remain close to the previous year’s level.  

 

Kai Telanne, President and CEO, on Alma Media’s first quarter:

 

Advertising investments typically follow the general development of the economy. As no essential change took place in the development of the national economy during the first quarter of 2010, there was no significant change in advertising spending in comparison to previous year. In March, however, Alma Media’s advertising sales was clearly more lively than in January and February.

 

The advertising sales of Alma Media’s Newspapers segment grew only a little from the figures of the historically low comparison period. The advertising sales of the Kauppalehti Group rose close to the previous year’s level thanks to positive development at the end of the quarter. The net sales of the Marketplaces segment turned up in the first quarter, mainly based on the distribution changes for the Etuovi newspaper and new newspapers launched in the cities Oulu and Lahti.

 

According to our forecasts, newspaper circulations developed neutrally or declined slightly. Circulation net sales for the newspapers remained almost at the previous year’s level supported by price increases. Kauppalehti’s 2009 circulation decreased as expected due to changes in the circulation structure and cancellations for corporate subscriptions prompted by the economic downturn.

 

Our online business, online advertising sales in particular, developed positively from the comparison period. The growth of online advertising was particularly strong in Kauppalehti.fi and Iltalehti.fi.

 

Alma Media is investing in the future of the printed newspaper. The company decided to start the modernisation of its printing facility in Tampere with a maximum investment of MEUR 50. According to plan, the new facility will be operational in the beginning of 2013.  

 

On March 29, 2010 we announced a corporate restructuring that will be important for the development of the Marketplaces business. Alma Media and Arena Partners Oy, a newspaper development company operating in Central Finland, will begin to cooperate in the nationwide marketplace business. The cooperation will cover the marketplace businesses of both companies in home, vehicle and consumer advertising. The finalisation of the arrangement requires approval by the competition authority, which is estimated to be received during the second quarter.

 

Alma Media’s operating profit grew clearly from the comparison period, mainly due to cost savings and the positive development in advertising sales in March.

 

For further information, please contact:

Kai Telanne, President and CEO, telephone +358 10 665 3500

Tuomas Itkonen, CFO, telephone +358 10 665 2244

Conference, webcast and conference call:

 

The company will hold a conference in Finnish concerning its January-March results in the “Carl” conference room of the Scandic Marski hotel at the address Mannerheimintie 10, Helsinki, from 11:00am to 12:00noon on April 30, 2010. The results will be presented by Kai Telanne, President and CEO, and Tuomas Itkonen, CFO. Materials for the event will be available on www.almamedia.fi/calendar from 11:00am.

 

A webcast and conference call in English will start at 2:00pm (EEST) on April 30, 2010. To participate, please call +44 (0) 20 7806 1951 or follow the event on www.almamedia.fi/investors.

 

Rauno Heinonen

Vice President Corporate Communications and IR

Alma Media Corporation

 

DISTRIBUTION

NASDAQ OMX Helsinki, principal media

 

ALMA MEDIA CORPORATION’S INTERIM REPORT JANUARY 1-MARCH 31, 2010

 

The text part of this report focuses on the January-March results. The figures are compared in accordance with the International Financial Reporting Standards (IFRS) with those of the corresponding period in 2009, unless otherwise stated. The figures in the tables are independently rounded.

 

 

GROUP KEY FIGURES

 

 

*ref. Main accounting principles of Interim Report

 

 

GROUP NET SALES AND RESULT JANUARY-MARCH 2010

 

The Group’s net sales from January to March 2010 totalled MEUR 74.4 (76.4), down 2.7% (down 9.0%). The comparable net sales remained at previous year’s level. The net sales for the comparison period include net sales of MEUR 2.1 from Kauppalehti 121 Oy sold in November 2009. Online business accounted for 15.3% (comparable organisation in 2009 14.1%, full year 2009 13.8%) of consolidated net sales, MEUR 11.4 (10.5). The  operating profit was MEUR 8.2 (6.5). The comparable operating profit for January-March was MEUR 8.3 (7.5), up 10.6% (down 35.3%) from the comparison period. The operating margin was 11.1% (8.5%).

 

The operating profit includes one-time items in the amount of MEUR 0.1 (1.0).

 

Net sales of the Newspapers segment were MEUR 52.2 (52.4). Net sales of the segment’s advertising sales grew moderately by 0.9% (-14.1%) to MEUR 24.6 (24.4). Circulation net sales for Newspapers remained almost at the previous year’s level at 26.8 (26.9) MEUR, supported by price increases. The operating profit without one-time items for Newspapers was MEUR 6.9 (5.9).

 

Net sales of the Kauppalehti Group were MEUR 14.1 (16.2). The decline in net sales was mainly due to the comparison period figures including the net sales of Kauppalehti 121 Oy sold in November 2009, MEUR 2.1. The segment’s advertising sales declined slightly, MEUR 0.1 from the comparison period. Circulation sales remained at the previous year’s level and amounted to MEUR 3.8 (3.8). The operating profit without excluding one-time items for the Kauppalehti Group was MEUR 1.5 (0.9).

 

Net sales of the Marketplaces segment were MEUR 7.6 (7.2). The operating profit without one-time items for Marketplaces was MEUR 0.0 (-0.2).

 

 

CHANGES IN GROUP STRUCTURE IN JANUARY-MARCH 2010

 

On March 1, 2010, Alma Media Corporation acquired a 60% shareholding in the Swedish company Marknadspriser i Sverige AB, the publisher of the Marknadspriser.se online service. The company is reported as part of the Marketplaces segment in Alma Media’s consolidated financial statements.

 

On March 16, 2010, Alma Media Corporation acquired a 24% shareholding in the Finnish company Kateetti Oy through a share transaction and directed share issue. The company is reported as an associate company under the Marketplaces segment in Alma Media’s consolidated financial statements.

 

The business operations of Tyrvään Sanomat Oy was transferred to Suomen Paikallissanomat Oy, an Alma Media company, in April 2010. The acquisition includes two local papers, Tyrvään Sanomat and Paikallissanomat, as well as the business operations of advertising agency Idea-Mainos. The annual general meeting of Tyrvään Sanomat Oy confirmed the deal on March 24, 2010.

 

On March 29, Alma Media announced a restructuring concerning the business of the Marketplaces segment. Alma Media Corporation and the business development company Arena Partners Oy, owned jointly by newspapers operating in Central Finland, will start extensive cooperation in the national marketplaces business. The cooperation will involve Arena Partners buying a 35% share of the Alma Media subsidiary operating in the home sales, vehicle and consumer advertising marketplace businesses. Simultaneously, Alma Media will purchase a 35% share of Arena Interactive, a subsidiary of Arena Partners. The deal is subject to approval by the Finnish Competition Authority, which is estimated to be announced during the second quarter.

 

 

OUTLOOK FOR 2010

 

Weak market conditions have continued in the Finnish media market in the first months of 2010.

 

Alma Media expects the single-copy sales of afternoon papers to continue their decline. The circulations of regional and local papers are expected to decline moderately. The circulation of Kauppalehti is expected to remain at the present level or decline marginally in 2010. Alma Media estimates that in 2010, advertising in newspapers will grow moderately from the previous year. Online advertising is expected to grow clearly from the year before.

 

Alma Media expects the full-year comparable net sales and operating profit to increase moderately from the 2009 level as a result of the gradual increase in advertising sales. Second-quarter net sales and operating profit are expected to be close to the previous year’s level.

 

 

MARKET CONDITIONS

 

The Finnish national economy declined steeply in 2009. Finland’s gross national product is forecast to grow by 1.0-2.0% in 2010.

 

According to TNS Media Intelligence, total advertising declined 11.6% in the last quarter of 2009. In the first quarter of 2010, total advertising grew by 0.7%. Advertising in newspapers decreased by 1.5%, and online media saw an increase of 17.7% from the comparison period. In March, the total advertising market grew by 5.9%, in newspapers 6.3% and in online media 22.2%. The single-copy sales of afternoon papers declined an estimated 2.4% (11.7%) in January-March.

 

 

 

 

 

 

 

 

BUSINESS SEGMENTS

 

This interim report reports the business segments according to the Group’s new internal organisational structure. The structure of the segments was changed from the beginning of 2010 when Alma Media’s printing and distribution operations were combined in a new group business unit. The new printing and distribution unit is reported outside the business segments Newspapers, Kauppalehti Group and Marketplaces as part of the new Other operations business segment. These operations were earlier included in the Newspapers segment. Additionally, the concept of net sales for Lehdentekijät, part of the Kauppalehti Group, has been specified, and the unit’s net sales have been transferred from circulation net sales to other net sales of the Kauppalehti Group.

 

With the change in the composition of the reporting segments, Alma Media has, in accordance with the IFRS 8 Operating Segments standard, adjusted the corresponding items in segment information for the comparison period 2009. These adjustments are presented in the appendix. The stock exchange release (Change in the structure and composition of Alma Media’s business segments) of April 27, 2010 presents the segment net sales and operating profit, segment key indicators as well as the assets, liabilities and investments of the Newspapers, Kauppalehti Group and Marketplaces segments according to both the old and the new segment composition, and a summary of the effects of the change for 2008 and 2009.

 

 

NEWSPAPERS

 

 

The Newspapers segment reports the publishing activities of 35 newspapers. The largest titles are Aamulehti and Iltalehti.

 

The first-quarter net sales of the Newspapers segment remained almost at the level of the previous year at MEUR 52.2 (52.4). Advertising sales in the segment increased slightly, by 0.9% to MEUR 24.6 (24.4). The advertising sales in print media had a moderate upturn in Aamulehti and Iltalehti during the first quarter. Other Alma Media’s newspapers continued to suffer from the weak development of the advertising market.

 

Advertising sales in the online media grew well in the entire segment from the comparison period. Advertising sales for Iltalehti.fi continued its exceptionally strong growth, up 39.7% (45.1%) from the comparison period.

 

Circulation net sales for Newspapers remained close to previous year’s level . The circulations of regional and local papers declined slightly. Iltalehti’s single-copy sales decreased approximately 5.1% (11.0%) while the entire afternoon paper market declined approximately 2.4% (11.7%). Iltalehti.fi further strengthened its position as Finland’s most popular online service.

 

The Newspapers segment’s first-quarter operating profit increased to MEUR 6.9 (5.2). The segment’s comparable operating profit was MEUR 6.9 (5.9).

 

The business operations of Tyrvään Sanomat Oy was transferred to Suomen Paikallissanomat Oy, an Alma Media company, in April 2010. The acquisition includes two local papers, Tyrvään Sanomat and Paikallissanomat, as well as the business operations of advertising agency Idea-Mainos. The annual general meeting of Tyrvään Sanomat Oy confirmed the deal on March 24, 2010.

 

 

KAUPPALEHTI GROUP

 

 

The Kauppalehti Group specialises in the production of business and financial information. Its best known title is Finland’s leading business paper, Kauppalehti. The Group also includes the contract publishing company Lehdentekijät, advertising sales agency Suomen Business Viestintä and the news agency and media monitoring unit BNS Group that operates in the Baltic countries.

 

The net sales of the Kauppalehti Group were MEUR 14.1 (16.2) in the first quarter. Comparable net sales excluding Kauppalehti 121 Oy remained as before. The continued weak advertising market caused a decline of MEUR 0.1 or 3.3% from the comparison period in the Kauppalehti Group’s advertising sales. The segment’s circulation sales remained almost unchanged, down 0.3%.

 

Kauppalehti’s audited circulation in 2009 was 78,731, down from the record level of 86,654 in 2008 as expected. Approximately half of the circulation decrease was caused by the changes in group subscriptions of student organisations and the remaining part by cancellations of corporate subscriptions due to the market conditions. For the full year 2010, Kauppalehti’s circulation is expected to stay at the present level or decline only slightly.

 

The Kauppalehti.fi online service had an average of 629,960 (544,064) unique weekly visitors (589,293 in Q4/2009).

 

The operating profit of the Kauppalehti Group was MEUR 1.5 (0.6). Operating profit without one-time items was MEUR 1.5 (0.9).

 

 

MARKETPLACES

 

 

 

The Marketplaces segment reports classified services produced on the internet and supported by printed products. The services in Finland are Etuovi.com, Monster.fi, Autotalli.com, Mascus.fi and Mikko.fi. The services outside Finland are City 24, Mascus and Bovision.

 

In the first quarter of 2010, the net sales of Marketplaces increased 5.7% (-20.7%). The increase is mainly due to changes in the distribution methods of the Etuovi newspaper in Pori and Tampere, as well as the launch of new newspapers in Oulu and Lahti.

 

The operating profit of the Marketplaces segment was MEUR 0.0 (-0.2). Operating profit without one-time items was MEUR 0.1 (-0.2).

 

On March 29, Alma Media announced a restructuring concerning the business of the Marketplaces segment. Alma Media Corporation and the business development company Arena Partners Oy, owned jointly by newspapers operating in Central Finland, will start cooperation in the nationwide marketplaces business. The cooperation will involve Arena Partners buying a 35% share of the Alma Media subsidiary operating in the home sales, vehicle and consumer advertising marketplace businesses. Simultaneously, Alma Media will purchase a 35% share of Arena Interactive, a subsidiary of Arena Partners. According to the plan, the cooperation will in future cover the Etuovi.com, Vuokraovi.com, Autotalli.com and Mikko.fi services of the Marketplaces segment.

 

The cooperation will have only a minor short-term effect on Alma Media’s financial indicators. The 2009 total net sales of the services to be transferred to the new company were MEUR 16.9. Arena Interactive’s net sales in 2009 were MEUR 1.0.

 

 

ASSOCIATE 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 its consolidated financial statements of December 31, 2009 and in this interim report.

 

On March 16, 2010, Alma Media Corporation acquired a 24% stake in Kateetti Oy through a share purchase and a directed share issue. In Alma Media’s consolidated financial statements, the company is reported as an associated company.

 

 

BALANCE SHEET AND FINANCIAL POSITION

 

The consolidated balance sheet at the end of March 2010 stood at MEUR 148.1 (180.7) (MEUR 155.5 on December 31, 2009). The corporation’s equity ratio at the end of March was 59.5% (45.8) (67.2% on December 31, 2009) and equity per share was EUR 0.97 (0.93) (EUR 1.28 on December 31, 2009).

 

The consolidated cash flow from operations in the first quarter was MEUR 22.4 (25.6). Cash flow before financing was MEUR 21.4 (24.8). Cash flow for capital expenditure was affected by the share acquisitions of Marknadspriser i Sverige AB and Kateetti Oy in the first quarter.

 

The Group’s net debt at the end of March stood at MEUR -7.9 (3.8).

 

The Group currently has a MEUR 100 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 100.0 on March 31, 2010. In addition, the Group has a credit limit in the amount of MEUR 50 for the period August 6, 2009-August 6, 2011, which on March 31, 2010 was totally unused.

 

 

CAPITAL EXPENDITURE

 

Alma Media Group’s capital expenditure in January-March totalled MEUR 3.0 (1.5). The first-quarter capital expenditure comprised normal operational and replacement investments, as well as share purchases.

 

Alma Media Corporation announced on December 17, 2009 that it had initiated preparations for an investment aiming at the modernisation of its printing facilities in Tampere. The Board of Directors decided to proceed with the initiative to the execution phase on March 11, 2010. The total value of the investment will be EUR 50 million maximum. Most of the investment will be carried out in 2011 and 2012. The new printing facility is estimated to be operational in 2013. Due to the investment decision, the annual depreciation on the existing printing press for the remainder of its estimated usage will rise by MEUR 1.0 in the financial year 2010 and MEUR 1.2 in the financial years 2011 and 2012.

 

 

RISKS AND RISK MANAGEMENT

 

The purpose of Alma Media’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 audit function and thereby part of good corporate governance. Written limits and processing methods are set for quantitative and qualitative risks by the corporate risk management system.

 

The most critical strategic risks for Alma Media are a significant drop in the readership of its publications, 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 corporation’s net sales. Developing businesses outside Finland, such as 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 changes 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.

 

 

ADMINISTRATION

 

Alma Media Corporation’s ordinary Annual General Meeting (AGM) held on March 11, 2010 elected Lauri Helve, Kai Seikku, Erkki Solja, Kari Stadigh, Harri Suutari, Catharina Stackelberg-Hammarén and Seppo Paatelainen members of the company’s Board of Directors. In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected Kari Stadigh its Chairman and Seppo Paatelainen its Deputy Chairman.

 

The Board also elected the members of its committees. Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari as chairman were elected members of the Audit Committee. Seppo Paatelainen and Lauri Helve, as well as Kari Stadigh as chairman, were elected members of the Nomination and Compensation Committee.

 

Except for Kari Stadigh, the Board of Directors has evaluated the persons elected for the Board of Directors to be independent of the company and its major shareholders. Kari Stadigh is evaluated to be independent of the company but not independent of a significant shareholder.

 

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.

 

Oy Herttaässä Ab, a company holding more than 10% of the shares in Alma Media, proposed to the AGM that a special audit should be conducted regarding the operations of the Nomination and Compensation Committee of the Board of Directors of Alma Media Corporation for the last five years. The AGM considered the proposal, and as the shareholding of Oy Herttaässä Ab exceeds 10%, the proposal was recorded in the meeting minutes. On April 14, 2010, Alma Media received notification that Oy Herttaässä Ab has submitted an application for the special audit to the Regional State Administrative Agency of Southern Finland. The company will submit its answer by May 15, 2010.

 

Alma Media Corporation applies the Finnish Corporate Governance Code for listed companies, issued by the Securities Market Association on October 20, 2008, in its unaltered form. The statement on the company’s administration and control system, as required by Recommendation 51 of the Code, is published separately.

 

 

DIVIDENDS

 

The Annual General Meeting resolved to distribute a dividend of EUR 0.40 per share for the financial year 2009 in accordance with the proposal of the Board of Directors. The dividend was be paid on March 25, 2010 to shareholders who were registered in Alma Media Corporation’s shareholder register maintained by Euroclear Finland Oy on the record date, March 16, 2010.

 

The company paid a total of MEUR 29.8 (22.4) in dividends to its shareholders in March.

 

 

THE ALMA MEDIA SHARE

 

In January-March, altogether 2,849,577 Alma Media shares were traded at NASDAQ OMX Helsinki Stock Exchange, representing 3.8% of the total number of shares. The closing price of the Alma Media share at the end of the last trading day of the review period, March 31, 2010, was EUR 7.28. The lowest quotation during the review period was EUR 7.23 and the highest was EUR 8.46. Alma Media Corporation’s market capitalisation at the end of the review period was MEUR 543.2.

 

The Annual General Meeting decided to authorise the Board of Directors to repurchase a maximum of 3,730,600 of the company’s shares, representing approximately 5% of all shares. The authorisation is valid until the next ordinary general meeting, however no later than June 30, 2011.

 

 

Option rights

 

Option programme 2006

 

The annual general meeting held on March 8, 2006 decided on a stock option programme under which a maximum of 1,920,000 options may be granted and these may be exercised to subscribe to a maximum of 1,920,000 Alma Media Corporation’s shares with a book countervalue of EUR 0.60 per share. The programme is an incentive and commitment system for the company’s management. Of the total number of options, 640,000 were marked 2006A (ALN1VEW106), 640,000 were marked 2006B (ALN1VEW206) and 640,000 were marked 2006C (ALN1VEW306).

 

Share subscription periods and subscription prices:

2006A April 1, 2008-April 30, 2010, trade-weighted average share price Apr 1-May 31, 2006

2006B April 1, 2009-April 30, 2011, trade-weighted average share price Apr 1-May 31, 2007 and

2006C April 1, 2010-April 30, 2012, trade-weighted average share price Apr 1-May 31, 2008.

 

As authorised by the Annual General Meeting, the Board of Directors has granted 515,000 of the 2006A options. Altogether 75,000 of the 2006A options have been returned to the company owing to the termination of employment contracts. After the returned options, corporate management possesses a total of 440,000 2006A options. In 2007 and 2008, Alma Media’s Board of Directors decided to annul the 200,000 2006A option rights in the company’s possession. The share subscription price under the A options, EUR 7.66 per share, was determined by the trade-weighted average share price in public trading between April 1 and May 31, 2006. The subscription price of the 2006A options was reduced by the amount of capital repayment in 2006 (EUR 0.53 per share), by dividend payment in March 2007 (EUR 0.65 per share), by dividend payment in March 2008 (EUR 0.90 per share), by dividend payment in March 2009 (EUR 0.30 per share) to 5.28 per share and by dividend payment in March 2010 (EUR 0.40 per share) to 4.88 per share. The vesting period for the 2006A options has ended and the share subscription period began on April 1, 2008. By March 31, 2010, 25,000 2006A options had been sold and 3,000 used for share subscription.

 

In 2007, the Board of Directors decided to issue a total of 515,000 options under the 2006B scheme to Group management. Altogether 50,000 of the 2006B options have been returned to the company owing to the termination of employment contracts. After the returned options, corporate management possesses a total of 465,000 2006B options. The share subscription price under the 2006B option, EUR 9.85 per share was determined by the trade-weighted average share price in public trading between April 1 and May 31, 2007. The subscription price of the 2006B options was reduced by the amount of dividend payment in March 2008 (EUR 0.90 per share), by dividend payment in March 2009 (EUR 0.30 per share) to EUR 8.65 per share and by dividend payment in March 2010 (EUR 0.40 per share) to EUR 8.25 per share. All of the 175,000 2006B option rights in the company’s possession have been annulled. The options in the 2006B programme are traded in NASDAQ OMX Helsinki Stock Exchange since April 1, 2009. No shares have been subscribed to by March 31, 2010.

 

In 2008, the Board of Directors decided to issue 520,000 options under the 2006C programme to Group management. Altogether 50,000 of the 2006C options have been returned to the company owing to the termination of employment contracts. After the returned options, corporate management possesses a total of 470,000 2006C options. The share subscription price under the 2006C option, EUR 9.06 per share, was determined by the trade-weighted average share price in public trading between April 1 and May 31, 2008. The subscription price of the 2006C options was reduced by the amount of dividend payment in March 2009 (EUR 0.30 per share) to EUR 8.76 per share and by dividend payment in March 2010 (EUR 0.40 per share) to EUR 8.36 per share. All of the 170,000 2006C option rights in the company’s possession have been annulled. The options in the 2006C programme are traded in NASDAQ OMX Helsinki Stock Exchange since April 1, 2010.

 

If all the subscription rights were exercised, the programme would dilute the holdings of the earlier shareholders by 1.84%.

 

Option programme 2009

 

The Annual General Meeting of Alma Media on March 11, 2009 decided, in accordance with the proposal by the Board of Directors, to continue the incentive and commitment system for Alma Media management through an option programme according to earlier principles and decided to grant stock options to the key personnel of Alma Media Corporation and its subsidiaries in the period 2009-2011. Altogether 2,130,000 stock options may be granted, and these may be exercised to subscribe to a maximum of 2,130,000 Alma Media shares, either new or in possession of Alma Media. Of the total number of options, 710,000 were marked 2009A (ALN1VEW309), 710,000 were marked 2009B (ALN1VEW209) and 710,000 were marked 2009C (ALNVEW109).

 

Share subscription periods and subscription prices:

2009A April 1, 2012-March 31, 2014, trade-weighted average share price Apr 1-30, 2009

2009B April 1, 2013-March 31, 2015, trade-weighted average share price Apr 1-30, 2010 and

2009C April 1, 2014-March 31, 2016, trade-weighted average share price Apr 1-30, 2010.

 

The Board of Directors of Alma Media Corporation decided in May 2009 to grant 640,000 option rights to corporate management under the 2009A programme. The company is in possession of 70,000 2009A options. The subscription price of a 2009A option, EUR 5.21 per share, was determined by the trade-weighted average share price in public trading between April 1 and April 30, 2009. The subscription price of the 2009A options was reduced by the amount of dividend payment in March 2010 (EUR 0.40 per share) to EUR 4.81 per share.

 

If all the subscription rights are exercised, the programme will dilute the holdings of the earlier shareholders by 2.85%.

 

The Board of Directors has no other current authorisations to raise convertible loans and/or to raise the share capital through a new issue.

 

 

Market liquidity guarantee

 

Alma Media Corporation and eQ Pankki Oy had a liquidity guarantee contract for the Alma Media share until October 22, 2009. After this date, the Alma Media share has not had a market guarantee in effect.

 

 

Flagging notices

 

In January-March 2010, Alma Media has not received notices of changes in shareholdings pursuant to Chapter 2, Section 9 of the Securities Markets Act.

 

 

EVENTS AFTER THE REVIEW PERIOD

 

The business operations of Tyrvään Sanomat Oy was transferred to Suomen Paikallissanomat Oy, an Alma Media company, on April 16, 2010. The acquisition includes two local papers, Tyrvään Sanomat and Paikallissanomat, as well as the business operations of advertising agency Idea-Mainos.

 

Oy Herttaässä Ab, a company holding more than 10% of the shares in Alma Media, proposed to the Annual General Meeting that a special audit should be conducted regarding the operations of the Nomination and Compensation Committee of the Board of Directors of Alma Media Corporation for the last five years. The AGM considered the proposal, and as the shareholding of Oy Herttaässä Ab exceeds 10%, the proposal was recorded in the meeting minutes. On April 15, 2010, Alma Media received notification that Oy Herttaässä Ab has submitted an application for the special audit to the Regional State Administrative Agency of Southern Finland. The company will submit its answer by May 15, 2010.

 

Alma Media Corporation received on April 23, 2010 a request from its shareholder Oy Herttaässä Ab (company registration number 0761658-8), addressed to the Board of Directors of Alma Media, regarding a demand to convene an extraordinary meeting of shareholders. The request, written originally in Finnish, is presented unabridged below (unofficial translation):

 

“The applicant demands that the Board of Directors invite an extraordinary shareholder meeting to convene to:

 

1. Decide upon the printing facility investment

The Board of Directors is requested to present to the extraordinary shareholder meeting a clarification regarding the necessity and profitability of the planned printing facility investment to Sarankulma in Tampere, taking into account the growth and growth prospects of the internet and other electronic media in significance, as well as that there is plenty of printing capacity in Finland presently for the needs of printed media.

The clarification is requested to, as the investment is for the company very significant and challenging especially taking into account the present market environment, even though the decision is within the decision powers of the Board of Directors.

Based on the clarification the extraordinary meeting will decide upon the continuation or cancellation of the investment.

 

2. Increasing the number of the members of and complementing the Board of Directors

The applicant proposes to the extraordinary general meeting that the number of members in Board of Directors be eight until the end of the next Annual General meeting, thus complement the Board of Directors by one member. The applicant proposes that Mr Kai Mäkelä, according to his consent, is elected to the Board of Directors in addition of the members elected in the Annual General Meeting.”

Oy Herttaässä Ab held on March 31, 2010 13.48 % of Alma Media’s shares.

 

Appendix 1. – SUMMARY OF FINANCIAL STATEMENT AND NOTES

 

 

 

 

 

 

STATEMENT OF CHANGE IN EQUITY

 

 

 

 

 

CASH FLOW STATEMENT

 

 

 

 

ACQUIRED BUSINESSES JANUARY 1-MARCH 31, 2010

 

During the review period, Alma Media acquired a 60% share in Marknadspriser i Sverige AB and a 24% share of Kateetti Oy. Owing to the obligatory takeover bid requirement determined by the transaction and shareholder agreements, Marknadspriser i Sverige AB is consolidated as a 100% subsidiary with the bid price included in the consideration and the conditional purchase debt. Kateetti Oy is consolidated as an associated company. The fair value of the total consideration transferred from the companies in cash at time of purchase was MEUR 2.0, of which the share of conditional later consideration accounts for MEUR 1.4. The conditional considerations are based on the revenue and profitability of the companies in 2010-2013 as determined by the terms and conditions of the purchases. There is no maximum limit to the conditional considerations.

 

The fair value and gross amount of receivables acquired in connection with the subsidiary purchase totalled MEUR 0.1. The most important assets and liabilities acquired comprised intangible assets, including customer relations and technology at MEUR 0.3, cash at MEUR 0.1, and accounts payable and other short-term liabilities at MEUR 0.2. The goodwill generated by the acquisition, MEUR 0.9, was influenced by expected synergy benefits. If the acquisition had been carried out at the beginning of the year 2010, the Group’s revenue would be MEUR 0.1 more.

 

 

 

REVENUE BY GEOGRAPHICAL AREA

 

 

 

INFORMATION BY SEGMENT

 

This interim report reports the business segments according to the Group’s new internal organisational structure. The composition and structure of the segments was changed from the beginning of 2010 when Alma Media’s printing and distribution operations were combined in a new group business unit. The new printing and distribution unit is reported outside the business segments Newspapers, Kauppalehti Group and Marketplaces as part of the new Other operations business segment. The items for the comparison period 2009 are adjusted accordingly.

 

Alma Media’s reporting segments are Newspapers, Kauppalehti Group, Marketplaces and Other operations. Other Operations segment comprises the Group’s parent company and the operations of the Group’s printing and distribution unit.

 

The descriptive section of the financial statements presents the revenue and operating profits of the Newspapers, Kauppalehti Group and Marketplaces segments and the allocation of the associated companies’ results to the reporting segments. Financial items and income taxes are not allocated to the segments.

 

The following table presents the key indicators of the Other operations segment.

 

 

 

 

The following table presents the assets and liabilities by segment as well as the non-allocated asset and liability items.

 

 

 

 

PROVISIONS

 

The company’s provisions on March 31, 2010 totalled MEUR 1.1 (1.2). 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

 

 

 

 

 

 

RELATED PARTIES

 

Alma Media Group’s related parties are associated companies and companies owned by them. The following table summarises the business operations undertaken between Alma Media and its associated companies and the status of their receivables and liabilities:

 

 

Related parties also include the company’s senior management (members of the Board of Directors, presidents and the Group Executive Team). The section The Alma Media Share – Option Rights of this report presents information on changes to the current option programme intended to motivate and secure the long-term commitment of the Group’s senior management.

 

 

 

MAIN ACCOUNTING PRINCIPLES (IFRS)

 

This interim report has been prepared according to IFRS standards (IAS 34).

 

The report applies the same accounting principles and calculation methods as the previous annual accounts dated December 31, 2009, with the exception of the standards and interpretations applied from January 1, 2010 as listed below. However, the interim report does not contain all the information or notes to the accounts included in the annual financial statements. This interim report should therefore be read in conjunction with the company’s annual report.

 

The key indicators are calculated using the same formulae as applied in the previous annual financial statements. 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 interim report are independently rounded.

 

The accounting principles of the financial years 2010 and 2009 are comparable. The company has no discontinued operations to report in the 2009-2010 financial periods. The appendices summarise the information for the comparison periods by segment according to both the new and the old segment structure.

 

The Group has applied the following standards and interpretations from January 1, 2010:

 

IFRS 3 (2008) Business Combinations

IAS 27 (2008) Consolidated and Separate Financial Statements

IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items, amended

IFRIC 17 Distributions of Non-cash Assets to Owners

IFRIC 18 Transfers of Assets from Customers

Improvements to IFRSs (April 2009)

IFRS 2 Share-based Payment – Group Cash-settled Share-based Payment Transactions, amended

 

The impact of the above new standards and IFRIC interpretations on the Group has been marginal. The amendments to IFRS 3 have affected the accounting of corporate acquisitions during the 2010 financial period, such as goodwill and costs related to the acquisitions.

 

New accounting standards to be adopted from the beginning of 2011 or later are:

 

IFRS 9 Financial Instruments, Phase 1

IAS 24 Related Party Disclosures (new)

IAS 32 Financial Instruments: Presentation – Classification of Rights Issues (amendment)

IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

 

The Group preliminarily expects that the above new standards and interpretations will have only a minor effect.

 

The figures in this interim report are unaudited.

 

SEASONALITY

 

The Group recognises its circulation revenues as paid. For this reason 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 financial statements for the first six months of the year on July 22, 2010 at 9:00am (EEST).

 

 

ALMA MEDIA CORPORATION

Board of Directors

 

ADJUSTMENT OF THE BUSINESS SEGMENT INFORMATION REGARDING FINANCIAL YEAR 2009

 

1. REVENUE AND OPERATING PROFIT/LOSS BY SEGMENT UNDER NEW SEGMENT STRUCTRE 

 

 

 

 

 

 

 

2. KEY FIGURES BY SEGMENT 

 

 

 

 

 

 

3. ASSETS, LIABILITIES AND CAPITAL EXPENDITURE BY SEGMENT 

 

 

 

 

 

 

 

 

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