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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