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1st<br />

1st Quarter Report 2005<br />

Aktiengesellschaft<br />

1


EBITDA increases to EUR 22.7 million<br />

Revenue climbs to EUR 247.4 million<br />

Core business grows by 18 %<br />

Subscriber numbers rise to 3.3 million<br />

Net debt falls to EUR 83.6 million<br />

Equity to total assets rises to 58 %<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Overview<br />

2


Key Figures<br />

Subscribers<br />

Explanatory notes on the key figures:<br />

1) Rolling Churn rate: This reflects the total number of subscriptions cancelled within<br />

the last 12 months, divided by the average number of subscribers<br />

((Opening + Closing Subs)/2) for the same period. The annualized churn rate for<br />

Q1 2005 stands at 12.2%.<br />

2) ARPU: Annualized average revenue per user from Programming subscriptions,<br />

Pay-per-View and Advertising (in EUR/Year)<br />

Q1/05 Q1/04 Change Change<br />

(absolute) (in %)<br />

Subscribers as of 1/1 3,247,172 2,907,891 339,281 11.7<br />

Net increase 51,508 47,368 4,140 8.7<br />

Subscribers as of 3/31 3,298,680 2,955,259 343,421 11.6<br />

Average number of subscribers 3,272,926 2,931,575 341,351 11.6<br />

Churn rate 1) (in %) 13.8 12.9 1.0 7.6<br />

ARPU 2) (in EUR) 287 271 16 5.9<br />

Consolidated statement of operations<br />

Employees<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Key Figures<br />

Q1/05 Q1/04 Change Change<br />

(absolute) (in %)<br />

Revenues (in EUR million) 247.4 224.2 23.2 10.3<br />

Core Business Revenues 235.1 198.9 36.2 18.2<br />

Program subscriptions 221.4 187.3 34.1 18.2<br />

Pay-per-view 8.3 5.4 2.9 52.8<br />

Advertising 5.5 6.2 -0.7 -11.5<br />

Hardware3) 10.3 17.9 -7.6 -42.4<br />

Other revenues 2.0 7.4 -5.4 -73.3<br />

Operating expenses4) (in EUR million) 224.7 226.0 -1.4 -0.6<br />

EBITDA5) (in EUR million) 22.7 -1.8 24.6 >100<br />

Depreciation (in EUR million) 7.0 8.2 -1.2 -14.5<br />

EBITA6) (in EUR million) 15.8 -10.0 25.7 >100<br />

Amortization of subscribers (in EUR million) 12.1 12.1 0.0 0.0<br />

EBIT7) (in EUR million) 3.7 -22.0 25.8 >100<br />

Taxes (in EUR million) 5.3 -0.2 5.5 >100<br />

Net interest income/expense (in EUR million) -12.3 -19.1 6.8 35.5<br />

Net loss (in EUR million) -3.4 -41.4 38.0 91.9<br />

Earnings per share (in EUR) -0.05 -0.94 0.89 94.7<br />

Consolidated balance sheet<br />

3/31/05 12/31/04 Change Change<br />

(absolute) (in %)<br />

Total assets (in EUR million) 1,282.0 1,298.8 -16.8 -1.3<br />

Stockholders equity (in EUR million) 745.5 418.9 326.6 78.0<br />

Equity to total assets8) (in EUR million) 58.1 32.3 25.9 80.3<br />

Net debt9) (in EUR million) 83.6 370.2 -286.5 -77.4<br />

3/31/05 3/31/04 Change Change<br />

(absolute) (in %)<br />

Employees FTE as of 3/31 1,588 1,841 -253 -13,7<br />

3) Revenue from the sale and rental of STBs<br />

4) Excluding depreciation<br />

5) Earnings before Tax, Interest and depreciation and amortization<br />

6) Earnings before Tax, Interest and amortization<br />

7) Earnings before Tax and Interest<br />

8) Equity to total assets as %<br />

9) Financial debt less cash<br />

3


Contents<br />

Management Report<br />

Business Environment 6<br />

Revenues and Earnings 8<br />

Business Operations 11<br />

Balance Sheet and Cash 14<br />

Share 16<br />

Research and Development 17<br />

Organization and Employees 19<br />

Outlook 21<br />

Financial Statements<br />

Consolidated Statement of Operations 23<br />

Consolidated Balance Sheet 24<br />

Statements of Changes in Equity 26<br />

Statements of Cash Flow 27<br />

Notes<br />

General Information and Basis of Preparation 29<br />

Significant Influences in the<br />

consolidated interim Financial Statements 30<br />

Other explanatory Comments 33<br />

Financial Calendar 34<br />

Contact 34<br />

4


Management Report<br />

5


Business Environment<br />

• Subdued growth in German economy<br />

• Below-average growth in TV advertising market<br />

• Digitalization of TV continues to be dynamic<br />

• Political restrictions on public service<br />

broadcasting<br />

The German economy made a slight improvement<br />

at the start of 2005, continuing the upward trend<br />

of the second half 2004. The principal economic<br />

indicator, GDP, rose 0.5 per cent in the first quarter<br />

of this year to compensate for the slight fall in<br />

the fourth quarter 2004. (Source: Deutsche<br />

Bundesbank).<br />

For the year as a whole, however, the leading economic<br />

institutes expect slower growth than last<br />

year and have even halved their forecasts made in<br />

the Fall report of 2004. In their joint report of April<br />

2005, the German Council of Economic Experts<br />

expect growth adjusted for working days of just 0.7<br />

per cent, compared to 1.7 per cent in 2004.<br />

Therefore Germany would once again lag well<br />

behind the expected global growth rates, which are<br />

put at a good 4 per cent – assuming an increase<br />

in economic output (Source: Federal Ministry of<br />

Economics and Labor). The engine driving<br />

Germany's growth remains foreign demand. To<br />

date there has been no impetus for growth from<br />

the domestic economy.<br />

Despite the overall slowdown in growth, a slight<br />

increase is forecast for the year as a whole in the<br />

most important sector for Premiere: After years of<br />

stagnation and decline, spending on consumption<br />

by private households is expected to rise slightly in<br />

2005 by 0.7 per cent (Source: Federal Ministry of<br />

Economics and Labor).<br />

Expected decrease in free-to-air TV<br />

advertising revenues<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Business Environment<br />

The improvement in the overall economy was<br />

reflected in Germany's gross advertising market.<br />

As a whole, advertising investments in the traditional<br />

media rose by 4 per cent to EUR 4.32 billion in<br />

the first quarter of 2005 compared year-on-year.<br />

The highest revenues among the various media<br />

categories continue to be earned by TV with EUR<br />

1.8 billion, but their growth of 2.6 per cent compared<br />

to the first quarter of 2004 was once again<br />

below the historic average for the sector as a<br />

whole (Source: Nielsen S+P). The gross advertising<br />

development has only limited meaning, as it for<br />

example does not reflect possible discounts given<br />

by broadcasters. On the basis of the expected<br />

advertising revenues the two large free-to-air broadcasting<br />

groups ProSiebenSat.1 and RTL anticipate<br />

a shrinking TV advertising market in 2005.<br />

Political restrictions on public service broadcasters<br />

In the public service broadcasting sector the brakes<br />

are going on after years of unfettered expansion.<br />

ARD and ZDF, who originally applied for a rise<br />

in the license fee at 1 January 2005 by more than<br />

two euro per month and TV household, were given<br />

the thumbs down. For the first time the government<br />

even refused the fee increase of EUR 1.09<br />

proposed by the Commission on the Funding<br />

Requirements of Public Service Broadcasting (KEF).<br />

After the German state parliaments approved the<br />

move, broadcasting fees for 2005 rose on 1 April<br />

by 88 cents. Public service broadcasting is also<br />

meeting some opposition from Brussels. In a letter<br />

to the federal government of 3 March 2005 the EU<br />

Competition Commission had come to the conclusion<br />

that the system of funding for public service<br />

6


oadcasting in Germany was not consistent with<br />

the common market. Targets of criticism include<br />

the online commercial activities of ARD and ZDF,<br />

the purchasing of sports rights, cross-subsidization<br />

and lack of transparency of subsidiary production<br />

companies. In addition, it demanded that the responsibilities<br />

of public service broadcasters should<br />

be more specifically defined. It is therefore likely<br />

that the basic public service contract will be held<br />

at today's level at the very least and no expansion<br />

of today's public service program is to be anticipated.<br />

Digital output of public service television companies<br />

is also restricted. The coming into force of the<br />

8th Amendment to the Inter-State Broadcasting<br />

Agreement on 1 April 2005 puts an end to the<br />

unlimited expansion of the existing public service<br />

digital program choice and the arbitrary transformation<br />

of today's special-interest information and culture<br />

channels into sports channels for instance.<br />

The adjustment of the regulatory framework necessary<br />

for free and unfettered competition in the age<br />

of digital TV has therefore taken another important<br />

step forward.<br />

Premiere's management hold the view that the<br />

continued financial constraints among broadcasters<br />

financed by advertising and the political<br />

restrictions on public service broadcasting will have<br />

a positive effect on the image of the Premiere TV<br />

brand. The current market allows Premiere to differenciate<br />

itself as the home of quality entertainment.<br />

High level of TV viewing<br />

Watching TV continues to be among Germany's<br />

favorite leisure activities. Total consumption in fact<br />

continued to increase last year. Every German citizen<br />

spent an average of 210 minutes watching<br />

television each day in 2004 – seven minutes more<br />

than in 2003 (Source: Media Perspektiven).<br />

Over seven million digital TV households<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Business Environment<br />

The digitalization of TV continues its strong<br />

momentum. The number of households with digital<br />

reception is increasing rapidly: At the end of 2004<br />

the number of digital households in Germany was<br />

7.1 million, representing an 18.7 per cent share<br />

(Source: SES Astra, Satellite Monitor, TNS<br />

Infratest).<br />

7


Revenues and Earnings<br />

• Total revenues increase by 10.3 per cent to<br />

EUR 247.4 million<br />

• Core business: revenues grow by 18.2 per cent<br />

to EUR 235.1 million<br />

• Operating expenses stable<br />

• EBITDA improves to EUR 22.7 million<br />

• EBITDA before IPO costs at EUR 32 million<br />

In the first quarter of 2005 Premiere achieved<br />

strong growth in revenue and earnings. The Pay-TVoperator<br />

was able to show revenue growth of 10.3<br />

percent – from EUR 224.2 million in the first quarter<br />

of 2004 to EUR 247.4 million in the first quarter<br />

of 2005. The core business of program subscriptions,<br />

Pay-per-view and advertising are increasingly<br />

dominating Premiere’s revenue mix.<br />

Revenues in the core business increased by 18.2<br />

percent to EUR 235.1 million (EUR 198.9 million).<br />

As a result, Premiere earned 95 percent of its total<br />

revenue in its core business. In the same period in<br />

prior year, the core business accounted for 89 percent,<br />

and in the first quarter of 2003 for just 74<br />

percent of total revenues. Revenues from program<br />

subscriptions climbed by 18.2 percent to EUR<br />

221.4 million (EUR 187.3 million). The Pay-per-view<br />

business increased by 52.8 percent to EUR 8.3<br />

million (EUR 5.4 million). Revenues from advertising<br />

remained almost unchanged quarter on quarter<br />

at EUR 5.5 million (EUR 6.2 million), although<br />

revenues from print advertising disappeared altogether<br />

with the discontinuation of Premiere’s own<br />

TV guide in spring 2004. This sales shortfall was,<br />

however, almost completely offset by increased<br />

revenues from TV advertising and direct marketing.<br />

The average annual revenue per user (ARPU) rose<br />

to EUR 287 in the first quarter of 2005 in the core<br />

business. This is EUR 16 (5.9 percent) more than<br />

in the first quarter of the previous year (EUR 271).<br />

Revenues from the hardware segment, which is<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Revenues and Earnings<br />

not part of the core business, continued to decline<br />

as planned. Income from rentals and sales of<br />

receivers fell by 42.4 percent to EUR 10.3 million<br />

(EUR 17.9 million).<br />

The strategic withdrawal from the technology sector<br />

was completed at the end of the 2004 with the<br />

sale of the subsidiary DPC Digital Playout Center<br />

GmbH. Other revenues fell accordingly to EUR 2.0<br />

million (EUR 7.4 million).<br />

Revenues mix at Premiere<br />

(in EUR million)<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

Total<br />

247.4<br />

Q1 2005<br />

2.0<br />

10.3<br />

5.5<br />

8.3<br />

221.4<br />

Core Business<br />

Program subscriptions<br />

Pay-per-view<br />

Advertising*<br />

Total<br />

224.2<br />

Q1 2004<br />

*incl. revenue from direct marketing<br />

e.g. procuring subscribers for TV Digital<br />

Other earnings<br />

Hardware<br />

7.4<br />

17.9<br />

6.2<br />

5.4<br />

187.3<br />

8


Stable cost structure<br />

Premiere’s cost structure remained stable overall<br />

in the first quarter of 2005. The costs inluding<br />

depreciation stood at EUR 231.6 million (EUR<br />

234.2 million).<br />

There was an increase in program expenditure of<br />

about EUR 15 million from EUR 119.2 million to<br />

EUR 135.7 million. This was a result in particular<br />

of the new contracts signed with the soccer leagues<br />

in Germany and Austria last year. On the<br />

other hand, considerable cost reductions were<br />

made with the discontinuation of Premiere’s own<br />

TV guide magazine and through efficiency gains in<br />

customer management. The costs fell to EUR 12.6<br />

million (EUR 28.6 million). These made it possible<br />

to offset the increase in programming costs.<br />

Transmission costs and expenses on receivers<br />

remained stable. While transmission costs increased<br />

slightly by EUR 25.0 million (EUR 22.9 million),<br />

the costs for receiver fell to EUR 20.7 million (EUR<br />

21.8 million).<br />

Marketing and sales expenses fell due to a change<br />

in the mix of sales channels and marketing focus<br />

by EUR 5.1 million to EUR 25.7 million (EUR 30.8<br />

million). The subscriber acquisition cost (SAC) was<br />

EUR 169 per subscriber, 8 per cent below the SAC<br />

average for 2004 (EUR 184).<br />

Due to the increased costs relating to the successful<br />

IPO the organization costs rose to EUR 20.5<br />

million (EUR 17.3 million).<br />

Other income increased slightly to EUR 9.9 million<br />

(EUR 8.4 million), other expenses fell to EUR 1.2<br />

million (EUR 2.0 million).<br />

The amortization of subscribers stood at EUR 12.1<br />

million as in previous year. The brand name and<br />

the goodwill are also intangible assets with an<br />

indefinite lifespan and as such are not amortized.<br />

There were no indications of the need to conduct<br />

an impairment test at the end of the quarter.<br />

Revenue/Costs* (in EUR million)<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

247.4<br />

231.6<br />

Q1 2005<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Revenues and Earnings<br />

224.2 234.2<br />

Q1 2004<br />

*Basis: IFRS; operative costs incl. depreciation<br />

9


Positive operating result<br />

Total operating costs (excluding depreciation and<br />

after netting other operating income) were unchanged<br />

at EUR 224.7 million (EUR 226.0 million). The<br />

positive operating results underpin Premiere's continuing<br />

improvement. EBITDA (earnings before interest,<br />

tax, depreciation and amortization) was up on<br />

previous year by EUR 24.6 million from minus EUR<br />

1.8 million to a positive EUR 22.7 million. Without<br />

one-off costs of EUR 9 million for the IPO, EBITDA<br />

stood at EUR 32 million for the first quarter 2005.<br />

EBITDA* (in EUR million)<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

-5<br />

22.7<br />

Q1 2005<br />

- 1.8<br />

Q1 2004<br />

*Earnings before interest, taxes, depreciation<br />

and amortization<br />

Financial result: Interest expense falls<br />

Financial results improved considerably by 35.5<br />

per cent from minus EUR 19.1 million to minus<br />

EUR 12.3 million, clearly reflecting the new funding<br />

structure of the company. At the time of the IPO in<br />

March 2005 Premiere completely restructured its<br />

financing and existing loans were repaid. Net financial<br />

debt dropped to EUR 83.6 million. By reducing<br />

the financial debt, it is expected that interest charges<br />

will again be substantially reduced in the future.<br />

Slight net loss<br />

The profit and loss statement for first quarter<br />

2005 shows earnings before tax of minus EUR 8.6<br />

million (minus EUR 41.1 million). Premiere thus<br />

boosted pre-tax profits by EUR 32.5 million.<br />

Deferred tax income of EUR 5.3 million resulted in<br />

a consolidated net loss of EUR 3.4 million (minus<br />

EUR 41.4 million).<br />

Earnings per share<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Revenues and Earnings<br />

Earnings per share on the profit and loss statement<br />

are minus EUR 0.05. This is an improvement<br />

on first quarter previous year of 94.7 per cent<br />

(minus EUR 0.94).<br />

10


Business Operations<br />

• Subscriber numbers increase to 3.3 million<br />

• Programming: New theme channels launched,<br />

series and sports expanded<br />

• Sales and marketing:<br />

Focus on subscriber retention<br />

The number of subscribers rose in the first three<br />

months of 2005 by 51,508 to 3,298,680. In a<br />

year-on-year comparison (March 31), Premiere<br />

increased its total subscribers by 343,421 – representing<br />

an increase of 11.6 per cent.<br />

Subscriber numbers (in thousands)<br />

3500<br />

3000<br />

2500<br />

2000<br />

1500<br />

1000<br />

500<br />

0<br />

3,298.680<br />

Q1 2005<br />

2,955.259<br />

Q1 2004<br />

Programming strengthened<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Business Operations<br />

Premiere expanded its exclusive and wide-ranging<br />

program offer in the first quarter 2005 with new<br />

licence agreements for feature films and sports.<br />

The company also broke new ground with<br />

PREMIERE PLUS: with the start of DISCOVERY<br />

GESCHICHTE Premiere launched a new documentary<br />

channel on 31 March 2005, which presents<br />

history and contemporary history. The 24 hour<br />

channel operated by Discovery Networks Europe<br />

offers programming specially tailored to Germany,<br />

including exclusive content from Spiegel TV.<br />

Viewers can subscribe to the new channel<br />

individually for three euros a month or as part of<br />

PREMIERE PLUS.<br />

Contracts with all the biggest producers in the USA<br />

and the major European markets give Premiere<br />

first broadcast rights for international movies and<br />

hit series and access to productions in different<br />

genres from the last 30 years. Added to this extensive<br />

stock of rights, in March of first quarter 2005<br />

an agreement was signed, which has a term of<br />

several years, and comprises a significant number<br />

of quality series and TV films covering drama,<br />

comedy and romance, which will be screened on<br />

PREMIERE SERIE from May.<br />

In the area of sports, Premiere expanded its varied<br />

and exclusive range in March with the acquisition<br />

of a rights package to the Spanish Primera<br />

División. Premiere has agreed a new contract with<br />

the rights owner Media-Pro up to and including the<br />

2005/2006 season and will show at least one<br />

match a week from Spain's top soccer division live<br />

and exclusive on German television.<br />

Live reporting by Premiere of the Deutsche<br />

Tourenwagen Masters (DTM - German Touring Cars)<br />

11


series will comprise some 50 hours of viewing and<br />

a similar agreement was signed in March with the<br />

licensor “Internationale Tourenwagen-Rennen (ITR<br />

e.V.)”. As in the past two years, once again in the<br />

2005 season Premiere will bring viewers the<br />

European Formula 3 Series, the Formula BMW<br />

ADAC Championship, the Porsche Carrera Cup, the<br />

Seat Cup and ADAC VW Polo Cup.<br />

Success in business customer sales channel<br />

In the business customer segment, too, the new<br />

year started well. In March 2005 the one-thousandth<br />

hotel signed up with Premiere. Under the<br />

name PREMIERE HOTEL Premiere offers a free-toguest<br />

product specially tailored to hotels and clinics.<br />

Hotels and clinics can put together their own<br />

preferred selection from a total of 17 channels.<br />

With its second product line Hotel Pay TV hotel<br />

operators can offer their guests first-class TV entertainment<br />

on five channels in digital quality at very<br />

moderate cost.<br />

The sportsbar and restaurant trade continues to be<br />

an important business market for Premiere. Over<br />

11,000 Premiere sportsbars are regularly transformed<br />

into “live arenas” for major sporting events.<br />

The service for the sportsbar and restaurant trade<br />

includes all the programs offered on PREMIERE<br />

SPORT 1 and 2.<br />

Pay-per-view: 1.6 million tickets sold<br />

Along with the growing number of Premiere subscribers,<br />

orders for pay-per-view programs on<br />

PREMIERE DIREKT also increased. Almost 1.6 milli-<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Business Activity<br />

on tickets were sold in the period under review,<br />

making an increase of 13 per cent on previous<br />

year (Q1 2004: 1.4 million). Ticket sales for BIG<br />

BROTHER 24 STUNDEN LIVE! and the adult entertainment<br />

BLUE MOVIE programs sold particularly<br />

well. The BLUE MOVIE telemedia service has been<br />

enhanced in February. Six titles are now offered<br />

every day, with 20 new films to choose from each<br />

month.<br />

Decrease in advertising revenue from magazine<br />

compensated<br />

On the advertising side Premiere managed to compensate<br />

for the loss of sales revenues in the period<br />

under review resulting from quitting its publishing<br />

activities in the 2nd quarter 2004. In April<br />

2004 the program magazine “tv kofler” was discontinued,<br />

followed by the Premiere magazine in<br />

June 2004. Revenue losses were almost completely<br />

offset by increased revenues from TV advertising<br />

sales and direct marketing.<br />

At the start of the year Premiere attracted a new<br />

high profile TV advertising client in Volkswagen <strong>AG</strong>.<br />

VW is the only company from the automobile sector<br />

advertising in the second-half 2004/2005,<br />

taking TV spots in all broadcasts of Bundesliga<br />

first division football matches. In the first quarter<br />

2005 Premiere also started selling exclusive advertising<br />

space for the live broadcasts of the 2005<br />

FIFA Confederations Cup and the 2006 FIFA World<br />

Cup matches.<br />

In January 2005 Premiere launched its own media<br />

portal on the Internet at http://media.premiere.de.<br />

The service provides comprehensive information<br />

12


for potential media partners on the wide-ranging<br />

options for advertising and partnership arrangements<br />

with Premiere.<br />

Sales, marketing and customer service<br />

After the restructuring of this division that took<br />

place in 2004, the first quarter was a period of<br />

consolidation and development of its successful<br />

sales strategy. With more than 15 different sales<br />

outlets, Premiere is now accessible to everyone<br />

throughout Germany and Austria.<br />

Marketing activity in the first quarter 2005 consisted<br />

chiefly of a broad-ranging campaign on the flotation<br />

of Premiere <strong>AG</strong>. Under the slogan “Premiere<br />

is Number One” the TV and print media campaign<br />

covered the full spectrum from its varied and exclusive<br />

programming to the growth prospects of the<br />

subscription broadcaster in clear and convincing<br />

style. Private investors and subscribers alike were<br />

targeted with spots, mailings and flyers.<br />

In January 2005 Premiere launched a bonus program<br />

for subscribers called Premiere Stars. The<br />

first customer loyalty scheme of its kind in the<br />

European television industry, Premiere subscribers<br />

can collect bonus points and redeem them for<br />

attractive prizes. The more and the longer the subscriber<br />

uses Premiere, the more points – Premiere<br />

Stars -– are credited. Premiere Stars are issued<br />

against sales on the respective subscription, for<br />

PREMIERE DIREKT purchases or for recommending<br />

Premiere to a friend. The bonus points can be<br />

exchanged for attractive program offers and other<br />

items, including exclusive prizes that no money<br />

can buy, such as a Bundesliga VIP ticket, a visit<br />

behind the scenes in Hollywood or a trip to the<br />

Golden Globe awards.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Business Activity<br />

13


Assets and financial position<br />

• Balance sheet substantially improved<br />

• Equity to total assets rises to 58 percent<br />

• Net debt reduced to EUR 83.6 million<br />

Total assets decreased at the end of 2004 by 1.3<br />

per cent to EUR 1,282.0 million (12/31/2004:<br />

EUR 1,298.8 million). The IPO and the new financing<br />

structure improved the equity to total asset<br />

ratio significantly.<br />

Equity rose by EUR 326.6 million to EUR 745.5<br />

million (EUR 418.9 million). The significant strengthening<br />

of the equity base was due to the capital<br />

increase in connection with the flotation.<br />

Subscribed capital increased due to the issue of<br />

12 million new shares by EUR 12.0 million. The<br />

cash increase from the issue of the new shares,<br />

allowing for capital acquisition costs and deferred<br />

tax factors, amounted to EUR 314.9 million.<br />

The equity total assets ratio on balance sheet<br />

at end of 1st quarter 2005 is 58.1 per cent<br />

(32.3 per cent).<br />

The IPO saw a complete refinancing exercise on<br />

much more favorable terms. Existing loans – the<br />

existing operating credit and bond – were fully<br />

repaid using the proceeds of the issue and the<br />

drawdown of the new loan facility of EUR 100.0<br />

million. As a result of the new funding structure<br />

and scheduled repayments of leasing obligations,<br />

total financial debt fell by 72.0 per cent to EUR<br />

120.9 million (EUR 431.2 million). Net financial<br />

debt at quarter cut-off date amounts to EUR 83.6<br />

million (EUR 370.2 million).<br />

Trade accounts payable fell largely due to payments<br />

for the purchase of receivers. Accruals and<br />

deferred income also fell. The fall resulted from<br />

the release of deferred payments for prepaid sub-<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Assets and financial position<br />

scriptions, which are recorded as sales in equal<br />

installments over the term of the subscription. The<br />

marked fall in other liabilities was largely due to<br />

time-value adjustments on derivatives contracts,<br />

the fulfillment of obligations to employees and the<br />

payment of sales tax liabilities. A counter effect<br />

was the increase in deferred tax liabilities. In contrast<br />

to the trade balance sheet the intangible<br />

brand name and goodwill assets are systematically<br />

amortized in the tax calculation.<br />

Total assets (excluding cash items) rose slightly by<br />

EUR 6.9 million to EUR 1,244.7 million (EUR<br />

1,237.8 million). This trend was due mainly to the<br />

sharp rise in advance payments for sports and film<br />

rights and the marked increase in accruals and<br />

deferred income. Interest charges were incurred on<br />

the provision of new loans that were posted to<br />

deferred charges. In addition, other tax loss carryforwards<br />

were carried to assets, causing a sharp<br />

rise in deferred tax assets. This was offset by the<br />

reduction in stocks due to the depreciation as well<br />

as of sales of receivers to dealers and to new subscribers,<br />

the significant decline in the accounts<br />

receivable for goods and services as a result of<br />

the payment of receivables due, in particular by<br />

dealers, and the planned wear and tear of the<br />

intangible and tangible assets.<br />

14


High inflow of funds from issue proceeds<br />

The outflow of funds from current business activities<br />

compared to the 1st quarter 2004 increased<br />

by EUR 2.3 million to EUR 29.5 million (Q1 2004:<br />

EUR 27.2 million).<br />

The outflow of funds from investment activities<br />

decreased by EUR 0.9 million to EUR 1.0 million.<br />

The investments essentially concerned intangible<br />

and tangible assets.<br />

Cash flow from financing activities improved by<br />

EUR 14.2 million to EUR 6.7 million. The issue proceeds<br />

in the amount of EUR 332.1 million and the<br />

inflow of funds due to the new credit were used to<br />

repay existing financial debt including interest, and<br />

primarily to completely repay the old loan facility<br />

and bonds.<br />

At quarter end, Premiere had at its disposal liquid<br />

funds in the total amount of EUR 37.3 million.<br />

Compared to 31 December 2004, liquid funds<br />

dropped by an amount of EUR 23.7 million.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Assets and financial position<br />

15


Share<br />

The initial public offering of Premiere <strong>AG</strong> on<br />

9 March 2005 was a great success. During the<br />

bookbuilding phase that lasted from 23 February<br />

to 8 March 2005, investors subscribed for<br />

525 million shares in the overall value of EUR<br />

14.5 billion. The issue was more than 12.3 times<br />

oversubscribed. At EUR 28.00, the issuing price<br />

for Premiere stock was at the upper end of the<br />

pricing range. 42.1 million stocks were placed.<br />

24.6 million stocks plus a green shoe of<br />

5.5 million came from the existing shareholders,<br />

12 million stocks from a capital increase. The<br />

issue volume was EUR 1.179 billion. Premiere<br />

<strong>AG</strong>'s initial public offering was the largest new<br />

issue by a German media company to date. After<br />

the initial public offering and capital increase,<br />

Premiere <strong>AG</strong> has a total stock of 82 million<br />

shares.<br />

In assigning shares, Premiere treated private investors<br />

preferentially. 30 per cent of all offered shares<br />

(12.6 million) were allocated to private investors.<br />

70 per cent of the offered shares went to<br />

institutional investors. 39 per cent of the offered<br />

shares were placed with domestic stockholders,<br />

32 per cent to stockholders in Great Britain, 15<br />

per cent in remaining Europe, and 14 per cent in<br />

the US.<br />

The first trading price for Premiere stock was EUR<br />

30.50, 9 per cent above the issuing price of EUR<br />

28.00. The positive and stable price development<br />

of Premiere's shares resulted primarily from<br />

purchases by institutional investors in the first<br />

days of trading. In a relatively stable market environment,<br />

Premiere's stock developed in line with<br />

the DAX and MDAX, at an overall high level. On 31<br />

March 2005, Premiere closed at a price of EUR<br />

31.95, so that the market price exceeds the<br />

issuing price by 14 per cent.<br />

On the basis of the closing price on 31 March<br />

2005 of EUR 31.95, market capitalization is EUR<br />

2.6 billion, and the free-float market capitalization<br />

is EUR 1.3 billion.<br />

With its high free-float market capitalization and a<br />

high average trading volume, Premiere <strong>AG</strong> satisfies<br />

important criteria for being admitted into the MDAX<br />

segment.<br />

Shareholder structure<br />

Of the total of 82 million shares, 51.3 per cent are<br />

free float. The remaining shares are held by financial<br />

investors (33.8 %) as well Premiere management<br />

(14.9 %) with 6- and 12-month lock-up<br />

Free float<br />

51.3 %<br />

periods respectively.<br />

Management<br />

14.9 %<br />

Financial Investors<br />

33.8 %<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Share<br />

13.9 % Dr. Georg Kofler<br />

0.5 % Michael Börnicke<br />

0.5 % Hans Seger<br />

23.7 %<br />

1.5 %<br />

4.3 %<br />

4.3 %<br />

16


Research and development<br />

• Viewer research: Premiere audience share<br />

in subscriber households increases to<br />

24.3 per cent<br />

• New programming sharpens profile<br />

• Innovative technologies for a completely new<br />

TV experience<br />

With Premiere, the viewer always plays the leading<br />

part. Therefore, the pay TV station itself conducts<br />

comprehensive research regarding their viewers.<br />

An in-house digital panel linked to more than 500<br />

households delivers round-the-clock measurements<br />

of the viewing habits in Premiere households,<br />

resulting in key findings that are then used for<br />

purchasing rights, programming and advertising<br />

marketing. In addition, regular surveys provide<br />

information about customer satisfaction and the<br />

customers' willingness to cancel their subscription.<br />

In combination with information about its customers,<br />

Premiere receives a very comprehensive<br />

data matrix as a basis for continuously optimizing<br />

its range of products.<br />

In the first quarter 2005 viewing figures for<br />

Premiere programs in subscriber households rose<br />

to 24.3 per cent, making it almost as high as the<br />

combined share of RTL, SAT.1 and ProSieben,<br />

which together accounted for 25.1 per cent.<br />

Subscribers spent the most time viewing the<br />

theme channels (52.4 %). The seven cinema channels,<br />

PREMIERE 1 to PREMIERE 7 have a 26.6 per<br />

cent audience share, PREMIERE SPORT 1 and 2<br />

had an audience share of 20.9 per cent.<br />

24.3<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

Launch of new theme channel<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Research and development<br />

TV market share in Premiere households*<br />

(in %)<br />

%<br />

10.8<br />

8.6<br />

8.1<br />

7.7<br />

PREMIERE RTL ARD SAT.1 ZDF Pro7 RTL2 VOX Kabel1<br />

On 1 June, FOCUS GESUNDHEIT, the first Germanspeaking<br />

health-TV channel, will begin airing with<br />

Premiere. This television broadcasting station will<br />

be exclusively devoted to the subjects of medicine,<br />

research, fitness, well-being, nutrition and beauty.<br />

The 24-hour program is produced and organized by<br />

Focus TV Produktions GmbH, the television subsidiary<br />

of the news magazine "Focus".<br />

6.2<br />

*Basis: Viewers aged 3+, Germany Q1 2005<br />

Source: Modata GmbH/Premiere Panel<br />

4.2<br />

3.5<br />

2.7<br />

17


Everything at a glance with the new<br />

PREMIERE SPORT Portal<br />

Premiere has also redesigned its sports program:<br />

As of the beginning of June, Premiere subscribers<br />

can view the complete program on one gateway<br />

page. With modern picture-in-picture presentation,<br />

the new start page will offer the viewer a convenient<br />

overview of all current sports transmissions<br />

and services. Thanks to the multifeed technology<br />

known from formula 1 racing and the Bundesliga<br />

soccer broadcasts, the new Premiere Sport gateway<br />

page provides easy and direct access to up to<br />

15 sports transmissions in parallel. Thus the subscription<br />

transmitter in future can present more<br />

sports events at the same time than ever before<br />

on German television.<br />

Top sport live: from June on the new PREMIERE SPORT Portal<br />

Video-on-demand with PREMIERE DIREKT+<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Research and development<br />

On the basis of the technological innovation represented<br />

by digital TV, Premiere is also developing<br />

completely new program choices: In July,<br />

PREMIERE DIREKT+ will commence which will be a<br />

new video-on-demand service available using a normal<br />

TV set. The service offers Premiere subscribers<br />

a choice of up to 30 films, updated weekly.<br />

The films are transferred to the machine's hard<br />

disk and stored in several, easy to understand<br />

categories. From this home-based video library, viewers<br />

can for a fee directly order the film of their<br />

choice and watch it immediately.<br />

And in November 2005,<br />

the start of the first set<br />

of programs using the<br />

high-resolving television<br />

format HDTV is planned. Premiere viewers can then<br />

watch films, documentaries and live sports on<br />

three channels in unprecedented picture quality.<br />

18


Organization and employees<br />

• After outsourcing, employee numbers fall to<br />

1,588 FTEs<br />

• Premiere <strong>AG</strong>: new employer for 150 employees<br />

• New subsidiary PI Systems for IT services<br />

As at 31 March 2005 the Premiere group employed<br />

1,588 full-time employees. That ist 253 less<br />

than the end of the same prior year quarter<br />

(1,841). The reduction is largely due to the sale of<br />

DPC Digital Playout Center GmbH as well as the<br />

restructuring of Premiere’s Austrian operations.<br />

Employees<br />

2000<br />

1500<br />

1000<br />

500<br />

0<br />

1,588<br />

Q1 2005<br />

1,841<br />

Q1 2004<br />

Premiere <strong>AG</strong>: new employer for 150 employees<br />

Premiere <strong>AG</strong>, in which all business activities of<br />

Premiere Group are concentrated, operates as the<br />

control center for strategic and financial functions<br />

as well as in the service areas of human resources,<br />

legal matters and communications for each of<br />

the Group's associated companies. Therefore,<br />

after the new Premiere <strong>AG</strong> was registered in the<br />

Munich trade register in November 2004, 141<br />

employees were transferred to the new holding<br />

company, effective as of 1 January 2005. Since<br />

then, Premiere <strong>AG</strong> increased its staff by 9 employees<br />

and at the end of the first quarter 2005<br />

employed a total of 150 full-time staff.<br />

Employees as entrepreneurs<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Organization and employees<br />

After the IPO in March 2005, Premiere's management<br />

holds about 15 percent of Premiere stock.<br />

This shows that with Premiere, entrepreneurial spirit<br />

is not merely an empty concept. Also outside<br />

the executive board, numerous Premiere employees<br />

have become shareholders in “their company”.<br />

Highly qualified and motivated employees who<br />

think and act in an entrepreneurial manner are one<br />

of the biggest assets a company can have. With<br />

standardized organizational structures and clear<br />

communication and management guidelines,<br />

Premiere implemented the "Shape" project in the<br />

course of the second half-year 2004, to enhance<br />

the framework for promoting creativity, personal<br />

responsibility and motivation. Already in the first<br />

quarter in 2005, a number of focused human<br />

resource development measures were implemented,<br />

ranging from coaching and personal training to<br />

team seminars.<br />

19


Concentration on core activities:<br />

New subsidiary PI Systems<br />

In the course of its consistent concentration on<br />

core activities, Premiere has transferred the operational<br />

IT area to PI Systems (Premiere Information<br />

Systems GmbH) at 15 March 2005. The new company<br />

is a fully owned subsidiary of Premiere and<br />

from now on operates as an IT service company for<br />

the Premiere Group. Its managers are the Premiere<br />

executive board members Dr. Friedrich-Carl Wachs<br />

and Michael Börnicke as well as Günter Weinrauch,<br />

who has been with Premiere from the beginning of<br />

2005 and is responsible for IT activities.<br />

Effective as of 1 May 2005, the operationally<br />

active business segments System Management<br />

and IT Solution Center with almost 100 employees<br />

were transferred from Premiere Fernsehen GmbH &<br />

Co. KG to PI Systems. Management of IT activities,<br />

which entails coordinating requirements and projects<br />

as well as ensuring quality management and<br />

cost transparency, remains the responsibility of<br />

Premiere Fernsehen GmbH & Co. KG.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Organization and employees<br />

20


Outlook<br />

• Premiere continues on track for growth in 2005<br />

• New sport portal starting in June<br />

• Premiere digital recorder (PDR) with video-ondemand<br />

service starting in July<br />

• HDTV programming starting in November<br />

• Marketing for premium subscriptions concentrated<br />

in the second half of 2005<br />

Premiere will continue its positive business performance<br />

through 2005. Growth will pick up momentum<br />

in the second half-year of 2005, especially in<br />

the fourth quarter. With a series of innovations,<br />

Premiere will further consolidate its unique position<br />

in the German TV market.<br />

Starting on June 4, Premiere will break new ground<br />

in digital sports television: the PREMIERE SPORT<br />

portal will give sports fans a one-of-a-kind TV experience.<br />

Subscribers will be able to view all of<br />

Premiere’s sports programs on a single gateway<br />

page. The PREMIERE SPORT portal with its modern<br />

picture-in-picture format will give viewers a clear<br />

overview of all sporting events currently on-air.<br />

Premiere will be able to broadcast up to 15 sports<br />

events parallel, which has never been seen before<br />

on German television.<br />

In July, PREMIERE DIREKT+ will be launched, a new<br />

video-on-demand service available using a normal<br />

TV set in your living room. The service offers<br />

Premiere subscribers a choice of up to 30 films,<br />

from current blockbusters to adult entertainment,<br />

updated weekly. The films are loaded onto the<br />

hard drive of a Premiere digital recorder (PDR) overnight<br />

and stored in several, easy to understand<br />

categories. From this home-based Premiere video<br />

library, viewers can for a fee directly order the film<br />

of their choice and watch it immediately. Initially,<br />

PREMIERE DIREKT+ and the new PDR will only be<br />

available for subscribers with satellite reception.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Management Report<br />

Outlook<br />

The first program package to be broadcast in highresolution<br />

HDTV format is scheduled to be launched<br />

in November 2005. Premiere subscribers will<br />

be able to watch films, documentaries and live<br />

sporting events on three channels in unprecedented<br />

picture quality. The programs will be digitally<br />

broadcast via ASTRA satellite. Premiere also has<br />

plans to transmit its HDTV programming by cable.<br />

In 2005, Premiere will further enhance the USPs<br />

that differentiate it against free-to-air broadcasters.<br />

An innovation campaign will be launched that will<br />

leave its mark in the second half of 2005. This will<br />

generate additional interest in digital television and<br />

in Premiere. All innovations will enhance<br />

Premiere’s image as the leading TV brand for premium<br />

entertainment. Premiere believes the most<br />

convincing products are those can be understood<br />

at first glance. The PREMIERE SPORT portal, PRE-<br />

MIERE DIREKT+ and HDTV all fulfill this requirement.<br />

Due to this innovation strategy, Premiere will<br />

concentrate its marketing and sales activities in<br />

the second half of 2005, where the marketing<br />

focus will be on premium subscriptions.<br />

21


Financial Statements<br />

22


EUR 1/1/ - 3/31/05 1/1/ - 3/31/04<br />

Revenues 247,397,239.11 224,203,036.63<br />

Cost of sales (194,088,913.48) (192,497,169.08)<br />

Film and programming costs (135,720,116.14) (119,154,411.28)<br />

Transmission costs (25,039,584.96) (22,900,559.07)<br />

Subscriber and other direct costs (12,600,490.15) (28,597,540.52)<br />

Receiver costs (20,728,722.23) (21,844,658.21)<br />

Gross profit 53,308,325.63 31,705,867.55<br />

Selling expenses (25,700,813.12) (30,806,426.69)<br />

General and administrative expenses (20,503,331.06) (17,272,391.99)<br />

Other operating income 9,906,831.49 8,397,601.14<br />

Other operating expenses (1,245,690.18) (1,998,477.86)<br />

Amortization of subscribers (12,064,405.16) (12,064,406.16)<br />

Result from operations 3,700,917.60 (22,038,234.01)<br />

Result of associates 33,330.92 0.00<br />

Interest and similar income 548,152.79 434,278.18<br />

Interest and similar expenses (12,887,142.76) (19,505,691.40)<br />

Loss before taxes (8,604,741.45) (41,109,647.23)<br />

Income tax 5,254,404.18 (249,921.84)<br />

Net loss for the period (3,350,337.27) (41,359,569.07)<br />

Allocable to:<br />

Stockholders (3,350,337.27) (41,359,569.07)<br />

Earnings per share<br />

basic and diluted (0.05) (0.94)<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Financial Statements<br />

Consolidated statement of operations<br />

Consolidated statement of operations<br />

23


Consolidated balance sheet<br />

EUR 3/31/05 12/31/04<br />

Assets<br />

Current assets<br />

Cash and cash equivalents 37,285,436.73 60,994,798.99<br />

Trade receivables 46,987,060.35 60,429,274.00<br />

Receivables due from associates 435,936.21 11,593.68<br />

Film assets and advance payments for sport and film rights 61,993,342.76 47,937,829.19<br />

Inventories 14,391,492.75 20,404,373.43<br />

Other assets and prepaid expenses 15,416,970.43 11,715,540.19<br />

Total current assets 176,510,239.23 201,493,409.48<br />

Non-current assets<br />

Deferred taxes 60,694,955.26 46,722,710.44<br />

Film assets and advance payments for sport and film rights 8,366,442.07 2,891,311.17<br />

Investments and long-term financial assets 117,906.00 117,038.00<br />

Investments in associates 863,598.55 788,267.63<br />

Receivers 5,213,866.45 7,244,430.61<br />

Property, plant and equipment 7,231,910.00 7,890,370.00<br />

Intangible assets 1,013,611,568.47 1,029,143,589.04<br />

Other assets and prepaid expenses 9,383,032.73 2,518,676.09<br />

Total non-current assets 1,105,483,279.53 1,097,316,392.98<br />

Total assets 1,281,993,518.76 1,298,809,802.46<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Financial Statements<br />

Consolidated balance sheet - Assets<br />

24


Consolidated balance sheet<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Financial Statements<br />

Consolidated balance sheet - Liabilities and stockholders' equity<br />

EUR 3/31/05 12/31/04<br />

Liabilities and stockholders' equity<br />

Current liabilities<br />

Borrowings 11,694,315.91 16,022,975.83<br />

Trade payables 204,168,080.29 210,056,564.26<br />

Other provisions 23,553,342.35 25,000,298.74<br />

Deferred income 33,226,635.14 37,265,476.59<br />

Other liabilities 34,941,996.52 50,956,561.70<br />

Total current liabilities 307,584,370.21 339,301,877.12<br />

Non-current liabilities<br />

Borrowings 109,239,417.18 415,142,431.88<br />

Trade payables 18,159,323.41 20,375,723.01<br />

Provisions for pensions and similar obligations 6,209,981.00 6,070,531.00<br />

Deferred income 5,246,243.12 5,972,925.47<br />

Deferred taxes 67,232,995.08 62,140,627.31<br />

Other liabilities 22,856,027.88 30,906,417.79<br />

Total non-current liabilities 228,943,987.67 540,608,656.46<br />

Total liabilities 536,528,357.88 879,910,533.58<br />

Stockholders' equity<br />

Capital stock 82,000,000.00 70,000,000.00<br />

Additional paid-in capital 950,995,947.05 636,076,057.18<br />

Retained earnings (824.60) (2,997,164.00)<br />

Accumulated losses carried forward (284,179,624.30) (203,558,892.48)<br />

Net loss for the period (3,350,337.27) (80,620,731.82)<br />

Total stockholders' equity 745,465,160.88 418,899,268.88<br />

Total liabilities and stockholders' equity 1,281,993,518.76 1,298,809,802.46<br />

25


Statements of changes in equity<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Financial Statements<br />

Statements of changes in equity<br />

KEUR Capital stock Additional Retained earnings Net loss Accumulated Total<br />

paid-in capital Market valuation for the period deficit c/fwd<br />

of financial<br />

assets/<br />

interest swap<br />

Balance as of 1/1/04 25 41,776 (2) (203,558) (1) (161,759)<br />

Reclassification of prior year earnings 0 0 0 203,558 (203,558) 0<br />

Changes in fair value<br />

of available for sale financial assets 0 0 2 0 0 2<br />

Market valuation of interest swap 0 0 (2,821) 0 0 (2,821)<br />

Total losses recognized directly in equity 0 0 (2,820) 0 0 (2,820)<br />

Net loss for the period 0 0 0 (41,360) 0 (41,360)<br />

Total losses 0 0 (2,820) (41,360) 0 (44,179)<br />

Balance as of 3/31/04 25 41,776 (2,822) (41,360) (203,559) (205,939)<br />

Balance as of 1/1/05 70,000 636,076 (2,997) (80,621) (203,559) 418,899<br />

Reclassification of prior year earnings 0 0 0 80,621 (80,621) 0<br />

Contribution of capital by stockholders 12,000 0 0 0 0 12,000<br />

IPO premium less transaction costs<br />

net of deferred taxation 0 314,920 0 0 0 314,920<br />

Total transactions with stockholders 12,000 314,920 0 0 0 326,920<br />

Changes in fair value<br />

of available for sale financial assets 0 0 1 0 0 1<br />

Release of fair value adjustments booked to<br />

equity from ineffective hedging instruments<br />

(after deferred taxation effects) 0 0 2,996 0 0 2,996<br />

Total losses recognized directly in equity 0 0 2,996 0 0 2,996<br />

Net loss for the period 0 0 0 (3,350) 0 (3,350)<br />

Total gains / losses 0 0 2,996 (3,350) 0 (354)<br />

Balance as of 3/31/05 82,000 950,996 (1) (3,350) (284,180) 745,465<br />

26


Statements of cash flows<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Financial Statements<br />

Statements of cash flows<br />

EUR 1/1/ - 3/31/05 1/1/ - 3/31/04<br />

Net loss for the period before taxes (8,604,741.45) (41,109,647.23)<br />

Net interest expense 12,338,989.97 19,071,413.22<br />

Depreciation and amortization, net of reversal of impairment losses 6,970,063.20 8,148,365.01<br />

Amortization of subscribers 12,064,405.16 12,064,406.16<br />

Non-cash sale of d-boxes to subscribers in return for offset of deposits (1,092,706.38) (3,715,568.82)<br />

Other non-cash income and expenses 9,741.09 67,365.92<br />

Change in other provisions (1,716,967.79) 76,274.44<br />

Gains / losses on sale of noncurrent assets 6,906.52 (8,256.82)<br />

Changes in inventories, trade receivables and other assets (3,127,141.16) 6,609,235.26<br />

Changes in trade payables and other liabilities (46,321,945.19) (28,360,406.71)<br />

Net cash used in ordinary activities (29,473,396.03) (27,156,819.57)<br />

Proceeds from sale of intangible assets, property,<br />

plant and equipment and financial assets 12,348.48 8,770.71<br />

Investments in financial assets (988,257.28) (1,850,657.90)<br />

Net cash used by investing activities (975,908.80) (1,841,887.19)<br />

Proceeds from capital increase by stockholders 332,063,901.43 0.00<br />

Proceed from financial loan 100,000,000.00 7,250,000.00<br />

Interest received 548,152.79 434,278.18<br />

Payments of finance leasing liabilities (7,026,974.49) (9,262,994.16)<br />

Repayment of borrowings (368,234,111.45) 0.00<br />

Interest paid (50,611,025.70) (5,902,702.56)<br />

Net cash provided / used by financing activities 6,739,942.57 (7,481,418.54)<br />

Net decrease in cash and cash equivalents (23,709,362.26) (36,480,125.30)<br />

Cash and cash equivalents at beginning of period 60,994,798.99 69,377,594.61<br />

Cash and cash equivalents at end of period 37,285,436.73 32,897,469.31<br />

27


Notes<br />

28


General information<br />

and basis of preparation<br />

Premiere <strong>AG</strong> (also referred to as "the Company")<br />

has prepared consolidated interim financial statements<br />

in accordance with the International<br />

Financial Reporting Standards (IFRS) issued by the<br />

International Accounting Standards Board (IASB)<br />

and their interpretations issued by the<br />

International Financial Reporting Interpretations<br />

Committee (IFRIC). The accompanying consolidated<br />

interim financial statements have been prepared in<br />

compliance with International Accounting Standard<br />

(IAS) 34.<br />

All standards and interpretations published by the<br />

IASB, which have to be applied as of March 31,<br />

2005, have been taken into account. The Company<br />

voluntarily early adopted IFRIC 4 “Determining<br />

whether an Arrangement contains a Lease“ in its<br />

financial statements for the year ended December<br />

31, 2004. The prior year figures have been determined<br />

in accordance with the standards in force<br />

as of December 31, 2004.<br />

Adoption of the following standards and interpretations<br />

is obligatory for financial years commenc-ing<br />

on or after January 1, 2006:<br />

IFRS 6 Exploration for and Evaluation of Mineral<br />

Resources<br />

IFRIC 3 Emission Rights<br />

IFRIC 5 Rights to Interests arising from<br />

Decommissioning, Restoration and<br />

Environmental Rehabilitation Funds<br />

Early adoption would have no impact on the consolidated<br />

interim financial statements, since Premiere<br />

<strong>AG</strong> and its subsidiaries (referred to as<br />

"Premiere") do not hold any such assets or emission<br />

rights.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Notes<br />

General information and basis of preparation<br />

The accounting policies applied as of March 31,<br />

2005 comply with those as of December 31,<br />

2004, so that reference should be made to the<br />

notes to the consolidated financial statements at<br />

December 31, 2004. There have been no changes<br />

in the scope of the consolidation compared with<br />

December 31, 2004.<br />

The financial statements present a true and fair<br />

view of the net assets, financial position and<br />

results of operations of the Group.<br />

29


Changes in assets<br />

Receivers<br />

During the reporting period, a lessor exercised its<br />

put option at the end of the contractual term. This<br />

transaction resulted in the reclassification of KEUR<br />

666 (cost of KEUR 1,218 less accumulated depreciation<br />

of KEUR 552) within property, plant and<br />

equipment from "receivers under finance leases"<br />

to "own receivers". In addition, a further finance<br />

lease expired as scheduled. The receivers previously<br />

leased were repurchased at the end of the<br />

term of the lease. This resulted in the reclassification<br />

of KEUR 576 (cost of KEUR 1,802 less accumulated<br />

depreciation of KEUR 1,226) from "receivers<br />

under finance leases" to "own receivers".<br />

Fixed disk receivers recognized as assets were<br />

tested for impairment as of March 31, 2005. The<br />

impairment test performed in accordance with IAS<br />

36 resulted in an impairment loss of KEUR 462.<br />

The recoverable amount comprises the fair value<br />

less costs to sell.<br />

Inventories<br />

Some of the receivers recognized in inventories in<br />

the amount of KEUR 13,492 have been written<br />

down by KEUR 3,136 to their net realizable value<br />

of KEUR 10,355. The write-down of KEUR 521<br />

recorded against the receivers as of December 31,<br />

2004 was reversed by KEUR 43. The new carrying<br />

amount of KEUR 993 represents the adjusted net<br />

realizable value.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Notes<br />

Significant influences in the consolidated interim financial statements<br />

Significant influences on the consolidated<br />

interim financial statements<br />

Changes in liabilities and stockholders' equity<br />

IPO and stockholders' equity<br />

At the extraordinary meeting of the stockholders<br />

on February 28, 2005, Premiere <strong>AG</strong>'s stockholders<br />

approved the Company's IPO, including the admission<br />

of the Company's entire subscribed capital for<br />

trading on the official market (prime standard) and<br />

the commencement of stock exchange trading in<br />

the Company's shares on the Frankfurt stock<br />

exchange on March 9, 2005.<br />

In addition, the stockholders approved at the same<br />

meeting an increase of KEUR 12,000 in Premiere<br />

<strong>AG</strong>'s subscribed capital from KEUR 70,000 to<br />

KEUR 82,000. The increase was to be carried out<br />

by means of a contribution in cash through the<br />

issuance of 12,000,000 new registered shares<br />

with no par value and an imputed value of EUR<br />

1.00 per share, to the exclusion of the statutory<br />

subscription rights of the stockholders.<br />

A total of 42,090,000 shares, comprising<br />

12,000,000 shares from the increase in capital as<br />

a result of the resolution dated February 28,<br />

2005, 24,600,000 shares owned by Fernseh<br />

Holding III S.à.r.l. and 5,490,000 shares from the<br />

over-allotment option granted ("Greenshoe-shares"),<br />

were issued in the course of the IPO on<br />

March 9, 2005.<br />

The issue price for Premiere <strong>AG</strong>'s shares was EUR<br />

28.00. The allotment resulted in a total issue volume<br />

of KEUR 1,179,000. Following the IPO,<br />

Premiere <strong>AG</strong> is reporting a total of 82,000,000<br />

shares.<br />

30


Old working capital credit<br />

The working capital credit with a nominal volume of<br />

KEUR 140,000 ("old working capital credit") plus<br />

the accumulated interest of KEUR 14,265 was<br />

repaid in full to the consortium banks on March<br />

11, 2005, using the funds generated by the increase<br />

in capital.<br />

New working capital credit<br />

On December 22, 2004, Bayerische Landesbank,<br />

Bayerische Hypo- und Vereinsbank <strong>AG</strong><br />

(HypoVereinsbank) and the Austrian Bank für Arbeit<br />

und Wirtschaft <strong>AG</strong> (BAW<strong>AG</strong>) granted Premiere <strong>AG</strong> a<br />

new working capital credit in the form of an overdraft<br />

line of altogether KEUR 25,000. It was agreed<br />

that this credit would only be used for the operative<br />

business operations, and in particular for<br />

preparations for the IPO. This credit expired on<br />

March 23, 2005. Premiere made no use of this<br />

credit facility.<br />

Bonds<br />

The bonds totaling KEUR 228,234 reported as of<br />

December 31, 2004 plus accumulated interest thereon<br />

of KEUR 10,340 were repaid in full to the<br />

bondholders on March 11, 2005. A kicker payment<br />

of KEUR 11,412 was made in addition.<br />

Please refer for further details on the kicker payment<br />

to the notes to the consolidated financial statements<br />

at December 31, 2004. The interest for<br />

the period between January 1, 2005 and the repayment<br />

of the bonds amounted to KEUR 3,960.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Notes<br />

Significant influences in the consolidated interim financial statements<br />

Refinancing<br />

On February 18, 2005, Premiere agreed new credit<br />

financing with a bank consortium under the leadership<br />

of HypoVereinsbank and HSH Nordbank <strong>AG</strong>.<br />

The new credit line consists of a fixed tranche<br />

("Term Facility") and a revolving tranche<br />

("Revolving Facility"). The Term Facility originally<br />

had an aggregate maximum nominal value of KEUR<br />

175,000, and was reduced on account of the successful<br />

increase in capital in conjunction with the<br />

IPO to KEUR 100,000. This amount was taken up<br />

in full on March 11, 2005. The Term Facility is<br />

repayable by December 31, 2009 in increasing<br />

semi-annual installments, commencing on June<br />

30, 2006. Interest is payable at a floating rate,<br />

interest rate may vary depending on the company's<br />

leverage (defined as proportion of total net debt to<br />

EBITDA). The average interest rate during the first<br />

quarter of 2005 was 4.34 per cent.<br />

The aggregate nominal value of the Revolving<br />

Facility amounts to KEUR 325,000, of which up to<br />

KEUR 165,000 can be made use of in cash. The<br />

remaining amounts can be used in the form of<br />

bank guarantees and letters of credit. Up to KEUR<br />

90,000 from the Revolving Facility can furthermore<br />

be made use of in the form of an overdraft credit<br />

line. No cash drawings had been made on the facility<br />

as of March 31, 2005. The Revolving Facility is<br />

available to the Company for a period of five years;<br />

the term of the cash drawings can be agreed in<br />

each case within this period between Premiere and<br />

the lenders. Amounts repaid within the framework<br />

of the Revolving Facility can be taken up again at<br />

any time up to a month before expiry of the term.<br />

Interest is payable at a floating rate, interest rate<br />

may vary depending on the company's leverage<br />

(defined as proportion of total net debt to EBITDA).<br />

31


Various transaction costs, which have been deferred<br />

over the term of the credit agreement, were<br />

payable for the refinancing.<br />

Statement of operations<br />

Restructuring expenses and income<br />

In the previous year, the restructuring expenses<br />

and income were reported separately in the<br />

consolidated statement of operations. Starting<br />

2005 restructuring cost are reported no longer in<br />

separate line item. The prior year figures have<br />

been adjusted accordingly.<br />

Earnings per share<br />

Basic earnings per share are calculated as the<br />

ratio of Group earnings attributable to the<br />

Company's stockholders and the weighted average<br />

number of shares outstanding during the quarter.<br />

31/3/05 31/3/04<br />

Earnings attributable to<br />

stockholders of Premiere <strong>AG</strong><br />

in KEUR (3,350) (41,360)<br />

Weighted average number<br />

of outstanding shares<br />

in thousand 74,000 44,135<br />

Basic earnings per share<br />

in EUR (0.05) (0.94)<br />

No circumstances resulting in a dilution of the earnings<br />

per share existed at the balance sheet date.<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Notes<br />

Significant influences in the consolidated interim financial statements<br />

Cash flow statement<br />

Non-cash expenses resulted primarily from sales of<br />

receivers to existing subscribers. The revenues of<br />

KEUR 1,231 on the sales resulted in a corresponding<br />

reduction in the liabilities for security deposits.<br />

The carrying amount of the receivers retired<br />

as a result of the sales amounted to KEUR 141.<br />

The proceeds of KEUR 332,064 from the increase<br />

in capital and the inflow of funds of KEUR 100,000<br />

from taking up a new credit were used to redeem<br />

the existing borrowings, including interest, in particular<br />

for the complete repayment of the old working<br />

capital credit and the bond issue.<br />

32


Other explanatory comments<br />

Derivatives<br />

The interest swaps existing as of December 31,<br />

2004 satisfied the criteria for hedge-accounting.<br />

Changes in their fair value were recognized directly<br />

in equity. The criteria for hedge accounting are no<br />

longer satisfied at the end of the first quarter of<br />

2005. Changes in fair value are accordingly recognized<br />

in the statement of operations as gains or<br />

losses. In the first quarter of 2005, such changes<br />

in fair value resulted in expense of KEUR 4,544.<br />

This expense includes the release of changes of<br />

KEUR 4,781 in the fair value of the interest swap<br />

transactions that had been recognized directly in<br />

equity in the previous year.<br />

The measurement of foreign exchange forward contracts<br />

resulted in a gain of KEUR 409 in the first<br />

quarter of 2005.<br />

Other financial commitments<br />

Other financial commitments are made up as<br />

follows:<br />

TOTAL TOTAL<br />

3/31/05 12/31/04<br />

KEUR KEUR<br />

Film licenses 387,953 388,245<br />

Sport licenses 374,444 452,376<br />

Partner channels 465,729 410,703<br />

Purchase commitments<br />

on receivers 35,362 20,265<br />

Miscellaneous 75,315 83,328<br />

Total 1,338,803 1,354,917<br />

Financial commitments for channels operated by<br />

major film suppliers on the Premiere platform were<br />

reported for the first time as of March 31, 2005<br />

under the partner channels. As a consequence of<br />

this, other financial commitments of KEUR<br />

156,283 have been reclassified as of December<br />

31, 2004 from film licenses to partner channels.<br />

Future commitments under non-cancelable operating<br />

leases are as follows:<br />

Segment reporting<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Notes<br />

Other explanatory comments<br />

TOTAL TOTAL<br />

3/31/05 12/31/04<br />

KEUR KEUR<br />

Network operators and<br />

transponder rents 481,076 502,630<br />

Office buildings 28,799 30,248<br />

Motor vehicles 646 828<br />

Technical office equipment 254 292<br />

Total 510,775 533,998<br />

Premiere's business activities concentrate on the<br />

operation of a pay-TV channel in Germany and<br />

Austria. No different business activities or national<br />

differences with varying risks and rewards exist within<br />

this area. A segment report is therefore not required.<br />

Significant events after the end of the reporting<br />

period<br />

Premiere <strong>AG</strong> has established a subsidiary called<br />

Primus Sport, which is an agency for sport rights<br />

and sport marketing. Primus Sport's objects are<br />

the purchase and marketing of sport rights.<br />

33


Financial Calendar<br />

• Q2 Earnings release: 8/9/2005<br />

• Q3 Earnings release: 11/8/2005<br />

Contact<br />

Corporate Communications:<br />

Dirk Heerdegen<br />

Vice President Corporate Communications<br />

Company Spokesman<br />

Phone: +49 89/99 58-63 50<br />

dirk.heerdegen@premiere.de<br />

Stefan Vollmer<br />

Head of Financial and Business Communications<br />

Phone: +49 89/99 58-63 77<br />

stefan.vollmer@premiere.de<br />

Disclaimer<br />

This report contains forward-looking statements<br />

based on the currently held beliefs and assumptions<br />

of the management of Premiere <strong>AG</strong>, which are<br />

expressed in good faith and, in their opinion, reasonable.<br />

Forward-looking statements involve<br />

known and unknown risks, uncertainties and other<br />

factors, which may cause the actual results, financial<br />

condition, performance, or achievements of<br />

Premiere <strong>AG</strong>, or media industry results, to differ<br />

Investor Relations:<br />

Shane Naughton<br />

Deputy CFO<br />

Vice President Investor Relations<br />

Phone: +49 89/99 58-11 00<br />

shane.naughton@premiere.de<br />

Christine Scheil<br />

Director Investor Relations<br />

Phone: +49 89/99 58-10 10<br />

christine.scheil@premiere.de<br />

Premiere <strong>AG</strong> | 1st Quarter 2005<br />

Financial Calendar<br />

Contact<br />

materially from the results, financial condition, performance<br />

or achievements expressed or implied by<br />

such forward-looking statements. Given these<br />

risks, uncertainties and other factors, recipients of<br />

this document are cautioned not to place undue<br />

reliance on these forward-looking statements.<br />

Premiere <strong>AG</strong> disclaims any obligation to update<br />

these forward-looking statements to reflect future<br />

events or developments.<br />

34


Published by:<br />

Premiere <strong>AG</strong> · Corporate Communications<br />

Medienallee 4 · 85774 Unterföhring<br />

info.premiere.de<br />

35

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