Filed by Promotora de Informaciones, S.A.
This communication is filed pursuant to Rule 425 under the Securities Act of 1933, as amended.
Subject Company: Liberty Acquisition Holdings Corp.
Commission File Number: 001-33862
Date: May 14, 2010
This communication is filed pursuant to Rule 425 under the Securities Act of 1933, as amended.
Subject Company: Liberty Acquisition Holdings Corp.
Commission File Number: 001-33862
Date: May 14, 2010
Disclaimer:
This document does not constitute an offer to sell, or an invitation to subscribe for or purchase, any securities or the solicitation of any approval in any jurisdiction, nor shall there be any sale, issuance or transfer of any securities referred to in this document in any jurisdiction in contravention of applicable law. This document is not an offer of securities for sale in the United States. No securities will be offered or sold in the United States absent registration or an exemption from registration. This document does not constitute a prospectus or prospectus equivalent document. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
Additional Information and Where to Find It:
On May 7, 2010, in connection with the proposed business combination (the “Business Combination”) between Liberty Acquisition Holdings Corp. (“Liberty”) and Promotora de Informaciones, S.A. (“Prisa”), Prisa filed a Registration Statement on Form F-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) that includes a preliminary proxy statement of Liberty for the proposed Business Combination and proposed warrant amendment that will also constitute a prospectus of Prisa. Liberty intends to mail a definitive proxy statement/prospectus for the proposed Business Combination and proposed warrant amendment to its stockholders and warrantholders as of a record date to be established for voting on the proposed Business Combination. Liberty stockholders and warrantholders are urged to read the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus when it becomes available, because these documents contain or will contain important information regarding Liberty, Prisa, the proposed Business Combination, the proposed warrant amendment and related matters.
Stockholders and warrantholders may obtain a copy of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus when it becomes available, and any other documents filed by Liberty or Prisa with the SEC, free of charge, at the SEC’s website (www.sec.gov) or by sending a request to Liberty, 1114 Avenue of the Americas, 41st Floor, New York, New York 10036, or by calling Liberty at (212) 380-2230. Prisa will also file certain documents with the Spanish Comisión Nacional del Mercado de Valores (the “CNMV”) in connection with its shareholders’ meeting to be held in connection with the proposed Business Combination, which will be available on the CNMV’s website at www.cnmv.es.
Forward-Looking Statements:
This document may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Readers are cautioned that such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of Prisa, Liberty and the combined group after completion of the proposed Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination agreement between Prisa and Liberty; (2) the outcome of any legal proceedings that may be instituted against Prisa and others following announcement of the Business Combination agreement and transactions contemplated therein; (3) the inability to complete the transactions contemplated by the Business Combination agreement due to the failure to obtain Liberty stockholder approval, Liberty warrantholder approval or Prisa shareholder approval; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination agreement; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions contemplated by the Business Combination agreement; (6) the ability to recognize the anticipated benefits of the combination of Prisa and Liberty; (7) costs related to the proposed Business Combination; (8) the limited liquidity and trading of Liberty’s securities; (9) changes in applicable laws or regulations; (10) the possibility that Prisa may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in Prisa’s or Liberty’s filings with the SEC.
Readers are referred to Liberty’s most recent reports filed with the SEC, including its annual report on Form 10-K for the year ended December 31, 2009. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Liberty undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Participants in the Business Combination:
Prisa and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Liberty in connection with the proposed Business Combination and from the warrantholders of Liberty in connection with the proposed warrant amendment. Information regarding the interests of these directors and executive officers in the Business Combination is included in the Registration Statement (and will be included in the definitive proxy statement/prospectus).
Liberty and its directors and officers may be deemed to be participants in the solicitation of proxies from Liberty’s stockholders in respect of the proposed Business Combination and from the warrantholders of Liberty in connection with the proposed warrant amendment. Information regarding the officers and directors of Liberty is available in Liberty’s preliminary proxy statement contained in the Registration Statement, which has been filed with the SEC. Additional information regarding the interests of such potential participants is also included in the Registration Statement (and will be included in the definitive proxy statement/prospectus) and the other relevant documents filed with the SEC.
![(GRUPO PRISA LOGO)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457201.gif)
![]() | January-March 2010 Results | |
JANUARY-MARCH 2010
PRISA OBTAINED AN EBITDA OF €144.47 MILLION IN THE FIRST QUARTER OF 2010 (+3.9%).
THE OPERATING PROFIT (EBIT) INCREASED BY 22.1%. NET PROFIT WAS €35.55 MILLION
• | Advertising revenues increasedby 4.6%. It is worth highlighting the performance of theAudiovisualbusiness unit with a 9.7% increase and theRadiowith a 6.8% increase. Advertising revenues from the Group’sDigitalactivities increased by 12.0%. | ||
• | Santillanaincreased its revenues by 4.3% to reach €164.76 million. It stands out the growth of its EBITDA by 12.5% to €53.79 million.EBITDA marginimproved to reach 32.7%. | ||
• | TheRadiorevenues increased by 3.1% to reach €83.38 million and contributed with €16.76 million to the EBITDA (+5.0%). TheInternational Radioshowed a revenue growth of 27.1% and its advertising revenues increased by 29.5%. According tothe first EGM survey for 2010, Cadena SER programs, which totalled4,700,000 listeners, are leaders in all time slots, 24 hours a day. | ||
• | El País strengthened its leadership position.In the first quarter of 2010 El País had an average daily circulation of 385,017 copies. El País continued its policy ofcost saving, with a reduction of 7.9%. ItsEBITDAreached €6.47 million (+13.7%). Net profit was €2.83 million. | ||
• | TheAudiovisual arearevenue reached €417.79 million and its EBITDA was €68.55 million. The EBITDA margin improved to reach 16.4%.Digital +obtained €296.94 million revenue and its EBITDA was €74.47 million. Its EBITDA margin improved to reach 25.1% compared to 20.5% in the first quarter of 2009. Canal+ Liga exceeded 700,000 subscribers as of March 31, 2010. | ||
• | In theDigitalactivity, PRISA reached42.79 million monthly unique usersin the first quarter of 2010, which represents a growth of 27.0%, compared with the first quarter of 2009. It is worth highlighting the growth of ElPais.com (+12.4%), where nearly 30% of unique users are international, As.com (+44.3%) and Los40.com (+37.2%). Unique users of Media Capital increased by 21.4%. | ||
• | In the first quarter, the groupshowed an improvement in operating margins: the EBITDA margin reached 18.9% and the EBIT margin was 13.3%. | ||
• | Thecost saving programworked efficiently, reducing operating expenses (excluding depreciation and amortization) by 14.2%. It is worth highlighting the reduction inCapex(-19.3%). | ||
• | Interest on debt(€30.10 million) decreased by 44.2%. | ||
• | Latam revenueincreased by 11.7%. | ||
• | Prisa signed an agreement withLiberty(Liberty Acquisition Holdings Corp.- NYSE AMEX: LIA, LIA.U, LIA.WS) for the entry of international investors in the equity. | ||
• | Prisa signed a refinancing deal agreement with all its banks, which contemplates the extension of the bridge loan maturity to May 2013, the incorporation of strategic partners by selling minority stakes in certain companies and the reinforcement of its equity. |
www.prisa.com // Investor Relations | 2 |
![]() | January-March 2010 Results | |
Thestrategic agreementsreached in the first quarter of 2010 are the following:
• | Prisa signed an agreement with Liberty Acquisition Holdings Corp. (Liberty) for the entry of international investors in the equity.The operation finalizes the financial restructuring plan and promotes the internationalization of the Group and its greater openness to the international financial markets.Prisa’s reference shareholder will retain the controland management of the Group.The group will issue a cash capital increase to enable minority shareholders to participate in the operation. | ||
• | Prisaadquired an additional 6.8% ofV-me Media Inc, the fourth largest TV operator in the US Hispanic market. |
Other important events during the first quarter of 2010:
• | Prisa signed the sale of a 25% of Santillanato DLJ South American Partners LP. The operation has brought in €279 million in cash for Prisa and a capital gain before taxes of approximately €213 million, with the publishing group valued at €1,116 million. | ||
• | Prisa and Telecincoformalized the integration of Cuatro and Telecinco and the sale of a 22% stake in Digital+. | ||
• | Prisawins the football war and the effectiveness of the contract signed in July 2006 has been recognized. Mediapro has to bring all its football rights to AVS and has to pay €97 million to AVS, corresponding to the nineteenth day of the 07/08 season, so AVS will claim for additional compensations for the last two and a half seasons. | ||
• | SogecableawardedTelecincothe rights to broadcast the Spanish team matches of theFIFA World Cup. |
www.prisa.com // Investor Relations | 3 |
![]() | January-March 2010 Results | |
PROFIT AND LOSS ACCOUNT
JANUARY - MARCH | ||||||||||||
€ Million | 2010 | 2009 | Chg.% | |||||||||
Operating Revenues | 764.94 | 862.42 | (11.3 | ) | ||||||||
EBITDA | 144.47 | 139.04 | 3.9 | |||||||||
EBIT | 101.44 | 83.05 | 22.1 | |||||||||
Net financial result | (43.61 | ) | (63.94 | ) | 31.8 | |||||||
Interest on debt | (30.10 | ) | (53.93 | ) | 44.2 | |||||||
Other financial results1 | (13.51 | ) | (10.01 | ) | (34.9 | ) | ||||||
Result from associates and other investments | (3.70 | ) | (4.36 | ) | 15.0 | |||||||
Profit before tax | 54.13 | 14.75 | — | |||||||||
Income tax expense | (13.81 | ) | (10.42 | ) | (32.6 | ) | ||||||
Results from discontinued activities | 0.09 | (0.33 | ) | — | ||||||||
Minority interest | (4.85 | ) | (1.08 | ) | — | |||||||
Net profit | 35.55 | 2.93 | — | |||||||||
EBITDA Margin | 18.9 | % | 16.1 | % | ||||||||
EBIT Margin | 13.3 | % | 9.6 | % |
According to the agreement signed between Prisa and Telecinco for the integration of their television business Cuatro and Telecinco, whereby Prisa will participate in the resulting company with a 18.3% stake, Cuatro results for the year 2010 are included in Sogecables’s income statement as a discontinued activity. Presented below is the consolidated income statement for the first quarter of 2010 if the Group had adopted the same criteria:
JANUARY - MARCH | ||||||||||||
€ Million | 2010 | 2009 | Chg.% | |||||||||
Operating Revenues | 707.80 | 862.42 | (17.9 | ) | ||||||||
EBITDA | 156.63 | 139.04 | 12.6 | |||||||||
EBIT | 114.50 | 83.05 | 37.9 | |||||||||
Net financial result | (43.61 | ) | (63.94 | ) | 31.8 | |||||||
Interest on debt | (30.10 | ) | (53.93 | ) | 44.2 | |||||||
Other financial results1 | (13.51 | ) | (10.01 | ) | (34.9 | ) | ||||||
Result from associates and other investments | (3.70 | ) | (4.36 | ) | 15.0 | |||||||
Profit before tax | 67.19 | 14.75 | — | |||||||||
Income tax expense | (17.73 | ) | (10.42 | ) | (70.2 | ) | ||||||
Results from discontinued activities | (9.06 | ) | (0.33 | ) | — | |||||||
Minority interest | (4.85 | ) | (1.08 | ) | — | |||||||
Net profit | 35.55 | 2.93 | — | |||||||||
EBITDA Margin | 22.1 | % | 16.1 | % | ||||||||
EBIT Margin | 16.2 | % | 9.6 | % |
1 | Include: Exchange differences, adjustments for inflation, change in value of financial instruments, results coming from the settlement of financial hedges, revenues coming from current financial investments and other financial results. |
www.prisa.com // Investor Relations | 4 |
![]() | January-March 2010 Results | |
OPERATING REVENUES
Operating revenues reached €764.94 million, compared to €862.42 million in the first quarter of 2009. Byline of activity, the breakdown is as follows:
JANUARY - MARCH | ||||||||||||
€ Million | 2010 | 2009 | Chg.% | |||||||||
Advertising | 214.31 | 204.96 | 4.6 | |||||||||
Books and training | 162.74 | 153.69 | 5.9 | |||||||||
Newspapers and magazine sales | 44.66 | 49.39 | (9.6 | ) | ||||||||
Subscriber revenues | 234.42 | 275.36 | (14.9 | ) | ||||||||
Audiovisual production and rights | 17.05 | 111.48 | (84.7 | ) | ||||||||
Revenues from fixed assets | 0.35 | 2.12 | (83.6 | ) | ||||||||
Other revenues2 | 91.41 | 65.42 | 39.7 | |||||||||
Total operating revenues | 764.94 | 862.42 | (11.3 | ) | ||||||||
Excluding the impact resulting from the change in the football exploitation model, the Group’s operating revenues would have decreased by 2.7%.
Revenue contribution by line of activity:
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457212.gif)
The composition of revenues by line of activity shows that advertising contributed to 28% compared to the 31% contribution of subscribers and 21% of books and training. Books and training increased its contribution from 18% to 21%.
By business units, the Audiovisual area represented 54.6% of the operating revenues, followed in importance by Education (21.5%), Press (12.6%) and Radio (10.9%).
2 | Include: services of telephone marketing, transmission services, advertising services, magazine services, distribution services, events, music sales, e-commerce, Internet services, add-ons revenues, rentals and other revenues. |
www.prisa.com // Investor Relations | 5 |
![]() | January-March 2010 Results | |
Geographic breakdown of revenues:
![(PIE CHART)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457203.gif)
In the first quarter of 2010, revenues coming from International area accounted for 29% (+7.7%). The 68% corresponded to Santillana, 20% to Media Capital and the remaining to international radio.
The breakdown of international revenues by country is as follows:
![(PIE CHART)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457204.gif)
It is worth highlighting the contribution of Brazil and Portugal (53% of total).
•Advertising
Advertising revenues(€214.31 million)increased by 4.6%with respect to the first quarter of 2009. The evolution of advertising revenues in the first quarter of 2010 is as follows:
www.prisa.com // Investor Relations | 6 |
![]() | January—March 2010 Results | |
JANUARY - MARCH | ||||||||||||
€ Million | 2010 | 2009 | % Chg. | |||||||||
Press | 39.74 | 40.63 | (2.2 | %) | ||||||||
El Pais | 30.27 | 30.56 | (0.9 | %) | ||||||||
AS | 4.61 | 3.56 | 29.5 | % | ||||||||
Cinco Días | 2.23 | 2.28 | (2.3 | %) | ||||||||
Magazines * | 2.87 | 2.72 | 5.6 | % | ||||||||
International Press** | — | 1.23 | — | |||||||||
Consolidation adjustments | (0.24 | ) | 0.28 | — | ||||||||
Radio | 73.45 | 68.78 | 6.8 | % | ||||||||
Radio in Spain | 51.55 | 51.64 | (0.2 | %) | ||||||||
International Radio | 21.27 | 16.43 | 29.5 | % | ||||||||
Music | 0.64 | 0.71 | (9.1 | %) | ||||||||
Audiovisual | 103.33 | 94.18 | 9.7 | % | ||||||||
Sogecable | 70.82 | 64.19 | 10.3 | % | ||||||||
Cuatro | 66.87 | 60.34 | 10.8 | % | ||||||||
Digital+ | 3.96 | 3.85 | 2.8 | % | ||||||||
Media Capital | 32.51 | 29.99 | 8.4 | % | ||||||||
Digital | 0.21 | 3.09 | (93.3 | %) | ||||||||
Others | 0.34 | 0.03 | — | |||||||||
Consolidation adjustments | (2.77 | ) | (1.75 | ) | (58.3 | %) | ||||||
TOTAL | 214.31 | 204.96 | 4.6 | % | ||||||||
* | Magazines includes Dominical activity. | |
** | Press in Bolivia contributes to the P&L until September, 2009. |
TheAudiovisual areaincreased its advertising revenues by 9.7% and theRadio by 6.8%.Press decreased by 2.2%, reducing the fall of 10.7% recorded in the fourth quarter of 2009.
In recent months the Group has been involved in a process of transferring its web sites to its respective business units. On like for like basis, advertising revenues coming from the Group’sDigital activity would have increased by 12.0%.
• Books and training
Books and training sales increased by 5.9% (€162.74 million compared to €153.69 million in the first quarter of 2009).
It is worth highlighting the performance inPeru(+23.1%),Brazil(+21.9%),Colombia(+13.7%),Chile(+6.8%) andArgentina(+6.0%).Spainunderwent a decline of 26.4% driven by the activity of general editions, whose behaviour was very positive in 2009.
Geographic breakdown of revenues:
www.prisa.com // Investor Relations | 7 |
![]() | January-March 2010 Results | |
![(PIE CHART)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457205.gif)
• | Newspapers and magazines |
Newspapers and magazines sales reached €44.66 million compared to €49.39 million in the first quarter of 2009 (-9.6%).
El País, with an average daily circulation of 385,017 copies,renewed its leadershipposition among the general paid press and maintained the distance with its main competitor. El Pais EBITDA was €6.47 million (+13.7%) and net profit stood at €2.83 million. These figures compare with the decline of its peers. El País is one of the few reference newspapers worldwide which continues to bring profits.
AS, with an average daily circulation of 208,113 copies, strengthened its leadership in Madrid and Barcelona. AS improved its EBITDA by €1.03 million to reach €1.84 million (+126.4%).Cinco Días reached an average daily circulation of 31,618 copies.
According to thefirst survey of EGM for 2010, El Paísstrengthened its leadership with 2,022,000 daily readers and maintained the distance with its main competitor.ASreached 1,304,000 daily readers.Cinco Díasreinforced its position among financial press to reach 72,000 daily readers (+1.4%).
Average daily circulation of the Group newspapers
January- | January- | |||||||||||
March 2010 | March 2009 | Chg. % | ||||||||||
El País | 385,017 | 415,119 | (7.3 | ) | ||||||||
AS | 208,113 | 212,421 | (2.0 | ) | ||||||||
Cinco Días | 31,618 | 36,937 | (14.4 | ) |
(*) | Source: OJD. 2010 figures are not audited. |
• | Subscribers revenues |
Subscriber revenues reached €234.42 million (-14.9%).
8
![]() | January-March 2010 Results | |
The subscriber base ofDIGITAL+ reached1,798,845 subscribers as of March, 31 2010.Canal+ Ligasurpassed 700,000 subscribers.
The average revenue in the first quarter of 2010 stood at €41.8 per subscriber per month:
DIGITAL+ ARPU evolution (Euros)
![(BAR CHART)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457206.gif)
• | Audiovisual production and rights |
Audiovisual production and Rights revenues decreased by 84.7% compared to last year, due to a change in the football exploitation model in Sogecable.
OPERATING EXPENSES
Total operating expenses,excluding depreciation and amortization (€620.46 million)decreased by 14.2%compared to those recorded in the first quarter last year, as a result of the cost saving policy implemented by the Group in 2009.
The higher savings were coming from newsprint, add-ons, audiovisual rights and independent professional services. Staff costs decreased by 4.9% compared to the first quarter of 2009.
www.prisa.com // Investor Relations | 9 |
![]() | January-March 2010 Results | |
EBITDA
The EBITDA reached €144.47 million, compared to €139.04 million obtained in the first quarter of 2009 (+3.9%).
EBITDA (€ Million)
![(BAR CHART)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457207.gif)
* | Digital+ includes the Pay TV business and other related activities. | |
** | Spain and Portugal generated a negative EBITDA because of the business seasonality, as the strong education campaigns take place in the third and fourth quarters. | |
*** | Others mainly includes the activities from Distribution, GDM, Prisa Innova, Real Estate and Headquarters. |
The EBITDA margin was 18.9%, compared to 16.1% obtained in the first quarter of 2009.
InPress, the EBITDA increased by €1.74 million (+30.5%). It is worth highlighting the improvement of 13.7% inEl País, where costs were reduced by 7.9%, mainly newsprint and add ons, and EBITDA growth ofDiario Asby €1.03 million (+126.4%) to reach €1.84 million.
It stands out the positive evolution ofEditorial, which increased its EBITDA by 12.5% and its margin by more than two points to reach 32.7%.
TheRadioimproved its EBITDA by 5.0%, highlighting the performance of International Radio.
In theAudiovisual area, Digital+improved its margins by almost five points to reach 25.1% andCuatroimproved its EBITDA by 17.3%.
The operating profit (EBIT) reached €101.44 million (€83.05 million in the first quarter of 2009).The Group EBIT margin was 13.3% compared to 9.6% obtained in the same period of 2009. All areas of Group activity improved its operating results compared to the first quarter of 2009.
The net financial result was a loss of €43.61 million, compared to a loss of €63.94 million in the first quarter of 2009. Interest on debt (€30.10 million) decreased by €23.83 million compared to the first quarter of 2009, due mainly to lower interest rates.
www.prisa.com // Investor Relations | 10 |
![]() | January - March 2010 Results | |
BALANCE SHEET
ASSETS | ||||||||
€ Million | 03/31/2010 | 12/31/2009 | ||||||
FIXED ASSETS | 6,406.49 | 6,420.77 | ||||||
Property, plan and equipment | 340.00 | 345.75 | ||||||
Goodwill | 4,320.65 | 4,319.60 | ||||||
Intangible assets | 349.04 | 365.67 | ||||||
Long term financial investments | 63.92 | 57.22 | ||||||
Investment in associates | 14.37 | 13.64 | ||||||
Deferred tax assets | 1,313.86 | 1,313.82 | ||||||
Other non current assets | 4.63 | 5.06 | ||||||
CURRENT ASSETS | 1,474.10 | 1,514.90 | ||||||
Inventories | 213.40 | 218.07 | ||||||
Accounts receivable | 1,205.24 | 1,207.43 | ||||||
Short term financial investments | 5.09 | 6.59 | ||||||
Cash & cash equivalents | 50.36 | 82.81 | ||||||
ASSETS HELD FOR SALE | 256.97 | 257.39 | ||||||
TOTAL ASSETS | 8,137.55 | 8,193.05 |
LIABILITIES | ||||||||
€ Million | 03/31/2010 | 12/31/2009 | ||||||
SHAREHOLDERS EQUITY | 1,425.81 | 1,373.02 | ||||||
Issued capital | 21.91 | 21.91 | ||||||
Reserves | 1,242.79 | 1,182.09 | ||||||
Income attributable to the parent company | 35.55 | 50.48 | ||||||
Minority interest | 125.55 | 118.53 | ||||||
NON CURRENT LIABILITIES | 2,299.90 | 2,351.47 | ||||||
Long term financial debt | 1,871.39 | 1,917.96 | ||||||
Other long term financial liabilities | 244.82 | 249.54 | ||||||
Deferred tax liabilities | 72.44 | 72.80 | ||||||
Provisions | 94.33 | 90.15 | ||||||
Other non current liabilities | 16.92 | 21.02 | ||||||
CURRENT LIABILITIES | 4,240.88 | 4,263.14 | ||||||
Short term financial debt | 2,831.57 | 2,796.36 | ||||||
Other current financial liabilities | 4.13 | 3.29 | ||||||
Trade accounts payable | 1,101.31 | 1,181.44 | ||||||
Other short term liabilities | 271.47 | 252.35 | ||||||
Accrual accounts | 32.40 | 29.69 | ||||||
LIABILITIES HELD FOR SALE | 170.97 | 205.43 | ||||||
TOTAL LIABILITIES | 8,137.55 | 8,193.05 |
www.prisa.com // Investor Relations | 11 |
![]() | January-March 2010 Results | |
INVESTMENTS
Total investments reached €27.68 million in the first quarter of 2010. The detail by business unit is as follows:
Long term | ||||||||||||||||||||
financial | ||||||||||||||||||||
CAPEX | CAPEX | investments | ||||||||||||||||||
€ Million | 2010 | 2009 | % Chg. | 2010 | TOTAL 2010 | |||||||||||||||
Press | 1.43 | 0.77 | 85.8 | % | — | 1.43 | ||||||||||||||
El País | 1.25 | 0.48 | 159.9 | % | — | 1.25 | ||||||||||||||
AS | 0.09 | 0.00 | — | — | 0.09 | |||||||||||||||
Cinco Días | 0.01 | 0.01 | 22.8 | % | — | 0.01 | ||||||||||||||
Others | 0.08 | 0.28 | (71.2 | %) | — | 0.08 | ||||||||||||||
Radio | 2.81 | 2.15 | 30.9 | % | — | 2.81 | ||||||||||||||
Radio in Spain | 1.90 | 1.78 | 6.5 | % | — | 1.90 | ||||||||||||||
International Radio | 0.54 | 0.34 | 58.2 | % | — | 0.54 | ||||||||||||||
Music | 0.38 | 0.03 | — | — | 0.38 | |||||||||||||||
Education- Publishing | 10.97 | 12.47 | (12.0 | %) | — | 10.97 | ||||||||||||||
Audiovisual | 8.57 | 13.97 | (38.6 | %) | 2.98 | 11.56 | ||||||||||||||
Sogecable | 6.77 | 11.29 | (40.1 | %) | 2.97 | 9.74 | ||||||||||||||
Media Capital | 1.81 | 2.67 | (32.5 | %) | 0.01 | 1.82 | ||||||||||||||
Digital | 0.37 | 0.28 | 33.0 | % | — | 0.37 | ||||||||||||||
Others | 0.27 | 0.64 | (58.2 | %) | 0.27 | 0.54 | ||||||||||||||
Prisa | 0.13 | 0.48 | (73.4 | %) | 0.12 | 0.24 | ||||||||||||||
Others | 0.14 | 0.16 | (12.5 | %) | 0.15 | 0.29 | ||||||||||||||
Total | 24.43 | 30.28 | (19.3 | %) | 3.25 | 27.68 | ||||||||||||||
It is worth highlighting the €5.85 million decrease in the Capex in comparison with the first quarter of 2009 (-19.3%).
www.prisa.com // Investor Relations | 12 |
![]() | January-March 2010 Results | |
NET FINANCIAL POSITION
Net financial position as of March 31, 2009 (including Sogecable’s subordinated debt), reached €4,875.83 million (€4,857.41 million as of December 2009).
€ Million | 03/31/2010 | 12/31/2009 | ||||||
NET DEBT | ||||||||
Prisa (includes Media Capital) | 3,918.35 | 3,906.59 | ||||||
Sogecable | 729.16 | 718.34 | ||||||
Net financial debt | 4,647.51 | 4,624.92 | ||||||
Sogecable- subordinated debt | 228.32 | 232.49 | ||||||
Total net debt | 4,875.83 | 4,857.41 | ||||||
CASH FLOW STATEMENT
€ Million | 03/31/2010 | 03/31/2009 | ||||||
EBITDA | 144.47 | 139.04 | ||||||
Change in working capital | (89.11 | ) | (39.52 | ) | ||||
Capex | (24.43 | ) | (30.28 | ) | ||||
Operating cashflow | 30.93 | 69.24 | ||||||
Financial investments | (3.25 | ) | (0.18 | ) | ||||
Interests paid | (33.28 | ) | (56.04 | ) | ||||
Dividends paid | — | (0.40 | ) | |||||
Taxes paid | (6.07 | ) | (3.14 | ) | ||||
Other | (6.75 | ) | (18.96 | ) | ||||
NET DEBT CHANGE | 18.42 | 9.47 | ||||||
It is worth highlighting the lower investment in Capex, according to the cost saving plan carried out by the Group.
www.prisa.com // Investor Relations | 13 |
![]() | January-March 2010 Results | |
APPENDIXES
I. | Group Structure. | ||
II. | Financial breakdown by Business unit |
II.I. Operating revenues breakdown. | |||
II.II. Operating expenses breakdown. | |||
II.III. EBIT breakdown. | |||
II.IV. EBITDA breakdown. |
III. | Cuatro audience share figures. | ||
IV. | TVI (Portugal) audience share figures. | ||
V. | Digital: Unique users. |
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![]() | January-March 2010 Results | |
Appendix I: GROUP STRUCTURE
Grupo Prisa´s activities are organizad into the following areas:Press, Radio, Education- PublishingandAudiovisual.This structure is supported by theDigital area, which operates in all the areas:
![(GRAPHIC)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457208.gif)
Additionally, the Group includes other businesses such as Distribution, the Advertising Agency (GDM), Prisa Innova, Real State and Printing (Dédalo). | ||
* | Although Media Capital includes other activities, it is integrated in the audiovisual area, due to the fact that most of its revenues come from TVI (free to air TV) and Plural (audiovisual production). |
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![]() | January-March 2010 Results | |
Appendix II.I.
OPERATING REVENUES | JANUARY - MARCH | |||||||||||
€ Million | 2010 | 2009 | % Chg. | |||||||||
Press | 96.54 | 104.60 | (7.7 | %) | ||||||||
El Pais | 67.05 | 70.97 | (5.5 | %) | ||||||||
AS | 18.49 | 17.22 | 7.3 | % | ||||||||
Cinco Días | 3.92 | 4.26 | (7.9 | %) | ||||||||
Magazines* | 8.37 | 9.48 | (11.7 | %) | ||||||||
International Press** | — | 2.70 | — | |||||||||
Consolidation Adjustments | (1.30 | ) | (0.03 | ) | — | |||||||
Radio | 83.38 | 80.88 | 3.1 | % | ||||||||
Radio in Spain | 56.92 | 59.31 | (4.0 | %) | ||||||||
International Radio | 21.99 | 17.30 | 27.1 | % | ||||||||
Music | 5.67 | 5.29 | 7.3 | % | ||||||||
Consolidation Adjustments | (1.21 | ) | (1.03 | ) | (17.2 | %) | ||||||
Education — Publishing | 164.76 | 157.99 | 4.3 | % | ||||||||
Spain & Portugal | 16.07 | 23.77 | (32.4 | %) | ||||||||
Latam & USA | 148.69 | 134.22 | 10.8 | % | ||||||||
Audiovisual | 417.79 | 510.69 | (18.2 | %) | ||||||||
Sogecable | 368.46 | 456.74 | (19.3 | %) | ||||||||
Digital + *** | 296.94 | 391.07 | (24.1 | %) | ||||||||
Subscribers | 234.42 | 275.36 | (14.9 | %) | ||||||||
Advertising | 3.96 | 3.85 | 2.8 | % | ||||||||
Others | 58.56 | 111.86 | (47.6 | %) | ||||||||
Cuatro | 71.52 | 65.67 | 8.9 | % | ||||||||
Media Capital | 55.24 | 58.49 | (5.6 | %) | ||||||||
Consolidation Adjustments | (5.91 | ) | (4.54 | ) | (30.2 | %) | ||||||
Digital | 3.56 | 6.16 | (42.1 | %) | ||||||||
Other Revenues | 16.81 | 27.76 | (39.4 | %) | ||||||||
Distribution | 4.26 | 10.23 | (58.3 | %) | ||||||||
GDM | 2.97 | 2.81 | 5.5 | % | ||||||||
Others**** | 9.59 | 14.73 | (34.9 | %) | ||||||||
Consolidation adjustments | (17.91 | ) | (25.65 | ) | 30.2 | % | ||||||
TOTAL | 764.94 | 862.42 | (11.3 | %) | ||||||||
* | Magazines includes Dominical activity | |
** | Press in Bolivia contributes to the P&L until September, 2009. | |
*** | Digital+ include the Pay TV and other related activities | |
**** | Others include mainly the activities from Prisa Innova, Real Estate and Head Quarters. |
www.prisa.com // Investor Relations | 16 |
![]() | January-March 2010 Results | |
Appendix II.II.
OPERATING EXPENSES
JANUARY-MARCH | ||||||||||||
€ Million | 2010 | 2009 | % Chg. | |||||||||
Press | 91.65 | 102.30 | (10.4 | %) | ||||||||
El Pais | 62.75 | 68.16 | (7.9 | %) | ||||||||
AS | 16.84 | 16.51 | 2.0 | % | ||||||||
Cinco Dias | 4.08 | 4.56 | (10.7 | %) | ||||||||
Magazines* | 8.71 | 9.94 | (12.4 | %) | ||||||||
International Press** | — | 2.32 | — | |||||||||
Consolidation adjustments | (0.72 | ) | 0.81 | — | ||||||||
Radio | 70.45 | 68.76 | 2.5 | % | ||||||||
Radio in Spain | 45.02 | 45.94 | (2.0 | %) | ||||||||
International Radio | 20.89 | 18.96 | 10.2 | % | ||||||||
Music | 5.75 | 4.88 | 17.8 | % | ||||||||
Consolidation adjustments | (1.21 | ) | (1.03 | ) | (17.2 | %) | ||||||
Education — Publishing | 117.54 | 120.02 | (2.1 | %) | ||||||||
Spain & Portugal | 28.47 | 36.33 | (21.6 | %) | ||||||||
Latam & USA | 89.07 | 83.69 | 6.4 | % | ||||||||
Audiovisual | 377.95 | 474.96 | (20.4 | %) | ||||||||
Sogecable | 331.87 | 423.97 | (21.7 | %) | ||||||||
Digital+ *** | 247.28 | 342.86 | (27.9 | %) | ||||||||
Cuatro | 84.59 | 81.11 | 4.3 | % | ||||||||
Media Capital | 52.00 | 55.71 | (6.7 | %) | ||||||||
Consolidation adjustments | (5.91 | ) | (4.72 | ) | (25.4 | %) | ||||||
Digital | 4.20 | 7.20 | (41.7 | %) | ||||||||
Other Expenses | 22.18 | 31.33 | (29.2 | %) | ||||||||
Distribution | 4.14 | 9.93 | (58.4 | %) | ||||||||
GDM | 2.73 | 2.96 | (7.9 | %) | ||||||||
Others**** | 15.32 | 18.44 | (16.9 | %) | ||||||||
Consolidation adjustments | (20.46 | ) | (25.19 | ) | 18.8 | % | ||||||
TOTAL | 663.50 | 779.37 | (14.9 | %) |
* | Magazines includes Dominical activity. | |
** | Press in Bolivia contributes to the P&L until September, 2009. | |
*** | Digital+ include the Pay TV and other related activities | |
**** | Others include mainly the activities from Prisa Innova, Real Estate and Head Quarters. Provisions for owned companies are excluded. |
www.prisa.com // Investor Relations | 17 |
![]() | January-March 2010 Results | |
Appendix II.III.
EBIT
JANUARY - MARCH | ||||||||||||
€ Million | 2010 | 2009 | % Chg. | |||||||||
Press | 4.89 | 2.30 | 112.7 | % | ||||||||
% margin | 5.1 | % | 2.2 | % | ||||||||
El Pais | 4.30 | 2.81 | 53.2 | % | ||||||||
% margin | 6.4 | % | 4.0 | % | ||||||||
AS | 1.65 | 0.71 | 130.8 | % | ||||||||
% margin | 8.9 | % | 4.1 | % | ||||||||
Cinco Dias | (0.15 | ) | (0.30 | ) | 49.9 | % | ||||||
% margin | (3.8 | %) | (7.1 | %) | ||||||||
Magazines* | (0.34 | ) | (0.46 | ) | 26.9 | % | ||||||
% margin | (4.0 | %) | (4.8 | %) | ||||||||
International Press** | — | 0.38 | — | |||||||||
% margin | — | 14.0 | % | |||||||||
Radio | 12.93 | 12.12 | 6.7 | % | ||||||||
% margin | 15.5 | % | 15.0 | % | ||||||||
Radio in Spain | 11.90 | 13.37 | (11.0 | %) | ||||||||
% margin | 20.9 | % | 22.5 | % | ||||||||
International Radio | 1.11 | (1.66 | ) | 166.8 | % | |||||||
% margin | 5.0 | % | (9.6 | %) | ||||||||
Music | (0.08 | ) | 0.41 | (118.7 | %) | |||||||
% margin | (1.3 | %) | 7.7 | % | ||||||||
Education — Publishing | 47.22 | 37.98 | 24.3 | % | ||||||||
% margin | 28.7 | % | 24.0 | % | ||||||||
Spain&Portugal | (12.40 | ) | (12.56 | ) | 1.3 | % | ||||||
% margin | (77.1 | %) | (52.8 | %) | ||||||||
Latam&USA | 59.62 | 50.53 | 18.0 | % | ||||||||
% margin | 40.1 | % | 37.6 | % | ||||||||
Audiovisual | 39.84 | 35.73 | 11.5 | % | ||||||||
% margin | 9.5 | % | 7.0 | % | ||||||||
Sogecable | 36.59 | 32.77 | 11.6 | % | ||||||||
% margin | 9.9 | % | 7.2 | % | ||||||||
Digital+ *** | 49.65 | 48.21 | 3.0 | % | ||||||||
% margin | 16.7 | % | 12.3 | % | ||||||||
Cuatro | (13.07 | ) | (15.44 | ) | 15.4 | % | ||||||
% margin | (18.3 | %) | (23.5 | %) | ||||||||
Media Capital | 3.25 | 2.78 | 16.7 | % | ||||||||
% margin | 5.9 | % | 4.8 | % | ||||||||
Digital | (0.63 | ) | (1.04 | ) | 39.5 | % | ||||||
% margin | (17.7 | %) | (17.0 | %) | ||||||||
Others | (2.81 | ) | (4.04 | ) | 30.3 | % | ||||||
Distribution | 0.13 | 0.30 | (56.9 | %) | ||||||||
% margin | 3.0 | % | 2.9 | % | ||||||||
GDM | 0.24 | (0.15 | ) | — | ||||||||
% margin | 8.1 | % | (5.3 | %) | ||||||||
Others**** | (3.18 | ) | (4.18 | ) | 24.0 | % | ||||||
TOTAL | 101.44 | 83.05 | 22.1 | % | ||||||||
% margin | 13.3 | % | 9.6 | % |
* | Magazines include Dominical activity. | |
** | Press in Bolivia contributes to the P&L until September, 2009. | |
*** | Digital+ include the Pay TV and other related activities | |
**** | Others include mainly the activities from Prisa Innova, Real Estate and Head Quarters. Provisions for owned companies are excluded. |
www.prisa.com // Investor Relations | 18 |
![]() | January-March 2010 Results | |
Appendix II.IV.
EBITDA
JANUARY—MARCH | ||||||||||||
€ Million | 2010 | 2009 | % Chg. | |||||||||
Press | 7.45 | 5.71 | 30.5 | % | ||||||||
% margin | 7.7 | % | 5.5 | % | ||||||||
El Pais | 6.47 | 5.69 | 13.7 | % | ||||||||
% margin | 9.6 | % | 8.0 | % | ||||||||
AS | 1.84 | 0.81 | 126.4 | % | ||||||||
% margin | 9.9 | % | 4.7 | % | ||||||||
Cinco Dias | (0.11 | ) | (0.26 | ) | 59.5 | % | ||||||
% margin | (2.7 | %) | (6.1 | %) | ||||||||
Magazines* | (0.27 | ) | (0.34 | ) | 19.0 | % | ||||||
% margin | (3.3 | %) | (3.6 | %) | ||||||||
International Press** | — | 0.55 | — | |||||||||
% margin | — | 20.5 | % | |||||||||
Radio | 16.76 | 15.97 | 5.0 | % | ||||||||
% margin | 20.1 | % | 19.7 | % | ||||||||
Radio in Spain | 13.97 | 15.78 | (11.5 | %) | ||||||||
% margin | 24.5 | % | 26.6 | % | ||||||||
International Radio | 2.50 | (0.26 | ) | — | ||||||||
% margin | 11.4 | % | (1.5 | %) | ||||||||
Music | 0.29 | 0.45 | (34.7 | %) | ||||||||
% margin | 5.1 | % | 8.5 | % | ||||||||
Education — Publishing | 53.79 | 47.83 | 12.5 | % | ||||||||
% margin | 32.7 | % | 30.3 | % | ||||||||
Spain&Portugal | (12.54 | ) | (9.56 | ) | (31.1 | %) | ||||||
% margin | (78.0 | %) | (40.2 | %) | ||||||||
Latam & USA | 66.33 | 57.40 | 15.6 | % | ||||||||
% margin | 44.6 | % | 42.8 | % | ||||||||
Audiovisual | 68.55 | 71.61 | (4.3 | %) | ||||||||
% margin | 16.4 | % | 14.0 | % | ||||||||
Sogecable | 62.31 | 65.59 | (5.0 | %) | ||||||||
% margin | 16.9 | % | 14.4 | % | ||||||||
Digital+ *** | 74.47 | 80.29 | (7.2 | %) | ||||||||
% margin | 25.1 | % | 20.5 | % | ||||||||
Cuatro | (12.16 | ) | (14.70 | ) | 17.3 | % | ||||||
% margin | (17.0 | %) | (22.4 | %) | ||||||||
Media Capital | 6.23 | 5.85 | 6.5 | % | ||||||||
% margin | 11.3 | % | 10.0 | % | ||||||||
Digital | (0.22 | ) | (0.41 | ) | 45.8 | % | ||||||
% margin | (6.2 | %) | (6.6 | %) | ||||||||
Others | (1.86 | ) | (1.67 | ) | (11.5 | %) | ||||||
Distribution | 0.30 | 0.48 | (37.3 | %) | ||||||||
% margin | 7.1 | % | 4.7 | % | ||||||||
GDM | 0.33 | (0.05 | ) | — | ||||||||
% margin | 11.0 | % | (1.9 | %) | ||||||||
Others**** | (2.48 | ) | (2.09 | ) | (18.7 | %) | ||||||
TOTAL | 144.47 | 139.04 | 3.9 | % | ||||||||
% margin | 18.9 | % | 16.1 | % |
* | Magazines include Dominical activity. | |
** | Press in Bolivia contributes to the P&L until September, 2009. | |
*** | Digital+ include the Pay TV and other related activities. | |
**** | Others include mainly the activities from Prisa Innova, Real Estate and Head Quarters. |
www.prisa.com // Investor Relations | 19 |
![]() | January-March 2010 Results | |
Appendix III.
CUATRO AUDIENCE
The audience share figures evolution in 2009 and 2010 has been the following:
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457209.gif)
Source: TNS Sofres
In the most important commercial objectives for the channel, such as commercial target and the core commercial target, Cuatro achieved an audience as of March, 2010 of 9.0% and 9.7% respectively.
Commercial target: Individuals 16-54, all classes ex-lowest, living in towns over 10k.
Core commercial target: Individuals 16-44, all classes ex-lowest, living in towns over 50k.
www.prisa.com // Investor Relations | 20 |
![]() | January-March 2010 Results | |
Appendix IV.
AUDIENCE OF TVI (Portugal)
TVI, the leading free to air TV channel of Media Capital, maintained its leadership in Portugal with an average 24 hours audience share of 34.4% and 40.0% in prime time.
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457210.gif)
Source:Marktest
www.prisa.com // Investor Relations | 21 |
![]() | January-March 2010 Results | |
Appendix V.
DIGITAL
The monthly average unique users in the main web sites of the Group, in millions, is as follows:
![(BAR CHART)](https://capedge.com/proxy/425/0000950123-10-049263/y84572y8457211.gif)
Source:Omniture site catalyst
www.prisa.com // Investor Relations | 22 |
![]() | January-March 2010 Results |
For further information:
Grupo Prisa
Investor Relations Department
Gran Vía 32, 6th Floor
Telephone: +34- 91-330-10-85
Fax: +34- 91-330-10-88
E-mail: ir@prisa.es
www.prisa.com
Investor Relations Department
Gran Vía 32, 6th Floor
Telephone: +34- 91-330-10-85
Fax: +34- 91-330-10-88
E-mail: ir@prisa.es
www.prisa.com
www.prisa.com // Investor Relations | 23 |