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Annual report 2008 - Advanced Inflight Alliance AG

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ANNUAL REPORT <strong>2008</strong>


<strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> <strong>AG</strong> at a glance<br />

Adress Schellingstr. 35, 80799 Munich, Germany<br />

Telephone 0049-89-613805-0<br />

Fax 0049-89-613805-55<br />

E-mail info@aialliance.com<br />

Website www.advanced-inflight-alliance.com<br />

Management Board Otto Dauer, chief executive officer<br />

Peter Biewald, chief financial officer<br />

Supervisory Board Dr. Rüdiger Berndt, chairman<br />

Rudolf Seidl, vice chairman<br />

Dr. Andreas Beyer<br />

Investor relations manager Susanne Rehm<br />

Trading segment General Standard<br />

Share capital (in EUR) 14,500,000<br />

Shareholder structure (%) AXXION S.A., 5.590%<br />

Lars Tvede 5.120%<br />

Grand Haven Capital <strong>AG</strong>, 3.970%<br />

Hauck & Aufhäuser 5.120%<br />

Free float (%) 80.200<br />

ISIN DE / Stock exchange symbol ISINDE0001262186, symbol: DVN1<br />

Coverage DZ Bank <strong>AG</strong><br />

Viscardi <strong>AG</strong><br />

Designated Sponsor VEM Aktienbank <strong>AG</strong><br />

DZ Bank <strong>AG</strong><br />

Employees (Average) Parent company: 8; Group: 335<br />

Accounting IFRS


Contents<br />

5 Group struccture<br />

<strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> Group<br />

6 Group Management Report for the <strong>2008</strong> Financial Year<br />

29 Consolidated Income Statement for the financial year from January 1 to December 31, <strong>2008</strong> (IFRS)<br />

30 Consolidated Balance Sheet (IFRS)<br />

32 Statement of Changes in Non-Current Assets for the <strong>2008</strong> Financial Year<br />

34 Statement of Changes in Non-Current Assets for the 2007 Financial Year<br />

36 Statement of changes in net equity including minority interest (IFRS)<br />

38 Consolidated Cash Flow Statement (IFRS)<br />

40 Publishing Information<br />

3


4<br />

LOS ANGELES<br />

LOS ANGELES<br />

MONTREAL<br />

MIAMI<br />

MONTREAL<br />

MIAMI<br />

DUISBURG<br />

MÜNCHEN<br />

LONDON<br />

AMSTERDAM<br />

DUISBURG MUNICH<br />

DUBAI<br />

DUBAI<br />

MUMBAI<br />

MUMBAI<br />

PEKING<br />

SINGAPUR<br />

MELBOURNE<br />

BEIJING<br />

SINGAPORE<br />

MELBOURNE<br />

TOKIO<br />

AUCKLAND<br />

TOKYO<br />

AUCKLAND


Group structur<br />

<strong>Advanced</strong> <strong>Inflight</strong><br />

<strong>Alliance</strong> Ltd., Bristol,<br />

UK<br />

100 %<br />

<strong>Inflight</strong> Productions<br />

Ltd. London,<br />

UK<br />

100%<br />

100% Subsidiaries<br />

in London, USA,<br />

the Netherlands,<br />

New Zealand,<br />

Australia, Singapore<br />

and the United Arab<br />

Emirates<br />

Atlas Air Film +<br />

Media Service GmbH<br />

Duisburg, Germany<br />

100%<br />

Atlas Air<br />

Entertainment<br />

Concepts, Inc.Los<br />

Angeles, USA<br />

100%<br />

Fairdeal<br />

Multimedia Pvt. Ltd.<br />

Mumbai, India<br />

100%<br />

DTI<br />

Software Inc.<br />

Montreal, Canada<br />

100%<br />

100% Subsidiaries<br />

in USA and the United<br />

Arab Emirates<br />

IFE <strong>Alliance</strong><br />

Licensing GmbH<br />

Duisburg, Germany<br />

100%<br />

5


6<br />

ADVANCED INFLIGHT ALLIANCE <strong>AG</strong><br />

GROUP MAN<strong>AG</strong>EMENT REPORT FOR THE <strong>2008</strong> FINANCIAL YEAR<br />

Business and economic environment<br />

1. Group structure<br />

The Group operated in the inflight entertainment segment with its subsidiaries Atlas Air Film + Media<br />

Service GmbH, Duisburg; IFE <strong>Alliance</strong> Licensing GmbH, Duisburg; DTI Software Inc., Montreal, Canada; Fairdeal<br />

Multimedia Pvt. Ltd., Mumbai, India; and <strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> Ltd., Bristol, UK, along with their respective<br />

subsidiaries. IFE <strong>Alliance</strong> Licensing GmbH is the subsidiary active in the film licensing segment.<br />

Atlas Air Film + Media Service GmbH, Duisburg, Germany (hereinafter „Atlas Air“)<br />

Atlas Air and its subsidiary Atlas Air Entertainment Concepts, Inc., Glendale, California, USA (hereinafter<br />

„AAEC“) are content service providers for 27 national and international airlines with a focus on video programs<br />

(feature films, documentaries, cartoons).<br />

IFE <strong>Alliance</strong> Licensing GmbH, Duisburg, Germany (hereinafter „IFEL“)<br />

We established a centralized purchasing organization called IFE <strong>Alliance</strong> Licensing GmbH in the 2006 and<br />

2007 financial years for our subsidiaries in inflight entertainment. The Management Board resolved toward<br />

the end of the 2007 financial year to contribute the film assets of <strong>Advanced</strong> Film GmbH to IFE <strong>Alliance</strong><br />

Licensing GmbH for reasons related to rationalization and concentration.<br />

<strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> Ltd., Bristol, UK (hereinafter „AIA“)<br />

AIA functions as an intermediate holding company for <strong>Inflight</strong> Productions Limited, London, UK (hereinafter<br />

„IFP“), without engaging in operational activities itself.<br />

IFP and its subsidiaries act as content service providers (delivery and implementation of program content)<br />

with a focus on system integration and audio programs for 89 airlines around the world.<br />

<strong>Advanced</strong> Film GmbH, Munich, Germany (hereinafter „Film GmbH“)<br />

The purpose of Film GmbH is to create and acquire films or partial film rights and utilize them through sales,<br />

licensing or any other form of commercial exploitation. The company discontinued its operations as of the<br />

beginning of the <strong>2008</strong> financial year; its film stock was transferred to IFEL.<br />

DTI Software Inc., Montreal, Canada (hereinafter „DTI“)<br />

DTI, a company domiciled in Montreal that maintains offices in both the United States and Dubai, is the<br />

leading company in the inflight computer game segment. It serves approximately 96 airlines worldwide.<br />

The company‘s other activities encompass system applications and the development of graphical user<br />

interfaces (GUI).


neu<br />

Fairdeal Multimedia Pvt. Ltd., Mumbai, India (hereinafter „Fairdeal“)<br />

The core business of Fairdeal involves selling airline film licenses worldwide, mainly for Indian films, commonly<br />

known as Bollywood movies. Fairdeal also provides its 10 customers with Indian TV programs, service<br />

fees, audio programs, and additional inflight entertainment services.<br />

2. Explanation of the basic features of the compensation systems<br />

Management Board<br />

The compensation of the Management Board is determined by the Supervisory Board. It comprises different<br />

components. The performance-independent component consists of an annual fixed salary and benefits. The<br />

fixed salary is oriented on the economic situation and future prospects of the company, as well as on the<br />

compensation systems of comparable companies. The variable components of the compensation comprise<br />

a performance-based bonus contingent on a percentage of consolidated income.<br />

A total of EUR 1,110 thousand – divided into fixed compensation of EUR 410 thousand and variable compensation<br />

of EUR 700 thousand – were paid to the Management Board in the <strong>2008</strong> financial year. The<br />

Management Board was also paid other compensation of EUR 173 thousand for direct life, retirement,<br />

disability and accident insurance as well as in connection with the stock option plan, as well as monetary<br />

benefits of EUR 32 thousand for health insurance and the use of a company car. Variable compensation for<br />

the 2007 financial year of EUR 40 thousand was also paid in <strong>2008</strong>.<br />

Altogether 100,000 stock options were granted to the Management Board under the stock option plan<br />

adopted by the <strong>Annual</strong> General Meeting on July 02, 2007; of these, 65,000 stock options were issued to the<br />

chief executive officer, Mr. Otto Dauer, and 35,000 stock options were issued to the chief financial officer,<br />

Mr. Peter Biewald. The options‘ exercise price of EUR 2.03 corresponded to the average of the opening and<br />

closing prices of the shares of <strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> <strong>AG</strong> in XETRA trading on the last five trading days<br />

before the relevant stock option was issued. The stock options may be exercised only if the average of the<br />

opening and closing prices of the shares of <strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> <strong>AG</strong> in XETRA trading (or a successor<br />

system that has taken its place) on the last five trading days prior to the onset of the given exercise period<br />

have risen by at least 20% over the exercise price for the first third (option terms and conditions, item 5.1<br />

sentence 2) of the options granted in a tranche, by at least 30% over the exercise price for the second third<br />

(option terms and conditions, item 5.1 sentence 3) of the options granted in a tranche, and by at least 40%<br />

over the exercise price for the final third (option terms and conditions, item 5.1 sentence 4) of the options<br />

granted in a tranche.<br />

The fair value of the stock options is measured at the time they are granted using a binomial model and<br />

taking the conditions at which the options were granted into account.<br />

The term of the options granted is governed by § 5.4 of the option terms and conditions. The term of a<br />

stock option shall begin on the date it is granted and end upon expiration of five years for the first third of<br />

the options granted in a tranche, upon expiration of six years for the second third of the options granted<br />

in a tranche, and upon expiration of seven years for the final third of the options granted in a tranche.<br />

There shall be no cash settlements. The Group has not executed any share-based payments entailing cash<br />

settlements in the past.<br />

7


8<br />

Since <strong>2008</strong>, the Management Board has received compensation that takes the form of contributions to a<br />

pension fund amounting to 40% and 30%, respectively, of the fixed compensation paid to the chief executive<br />

officer and the chief financial officer; at the time they reach their retirement age, these contributions<br />

shall constitute the basis of their pension payments.<br />

The contracts that the company has made with the chief executive officer and the chief financial officer<br />

contain change of control provisions. Accordingly, the chief executive officer and the chief financial officer<br />

may terminate their employment contracts and resign their offices; if the respective director‘s contract is<br />

terminated, they are entitled to compensation equivalent to their (fixed and variable) compensation plus<br />

the stipulated contributions to the pension fund until the end of the term of office to which they had been<br />

appointed, however, at a minimum a compensation payment equivalent to two gross annual salaries (fixed<br />

and variable compensation).<br />

If he is dismissed early, the chief executive officer shall be paid compensation equivalent to at least one<br />

year‘s gross annual salary (fixed and variable compensation) plus contributions to the pension fund.<br />

Supervisory Board<br />

Aside from reimbursements of their outlays, the members of the Supervisory Board are also paid fixed<br />

compensation pursuant to the company‘s Articles of Association as well as an attendance fee. Additionally,<br />

the Articles of Association stipulate variable compensation based on the net income for the year subject to a<br />

specific ceiling. The chairman of the Supervisory Board is paid twice the amount stipulated in the Articles of<br />

Association and the vice chairman of the Supervisory Board is paid one and one half times that amount.<br />

In <strong>2008</strong>, a total of EUR 328 thousand was paid to the Supervisory Board, specifically, fixed compensation of<br />

EUR 67 thousand for the <strong>2008</strong> financial year, variable compensation of EUR 216 thousand for the 2007 and<br />

<strong>2008</strong> financial years, as well as attendance fees of EUR 45 thousand for the 2007 and <strong>2008</strong> financial years.<br />

The final compensation for the 2007 financial year was resolved by the <strong>Annual</strong> General Meeting on July 01,<br />

<strong>2008</strong>, and thus was not yet shown in full in the 2007 annual <strong>report</strong>.<br />

Please also see the Compensation Report in the Corporate Governance Report and the disclosures in the<br />

notes to these consolidated financial statements in regards to the compensation granted to the members<br />

of the company’s two boards during the <strong>report</strong>ing period.<br />

3. Fields of business<br />

The Group‘s main field of business is inflight entertainment. This is the international term for onboard<br />

entertainment for passengers during a flight in the form of video and music programs, as well as electronic<br />

games and Internet applications. The Group also integrates the corresponding software into onboard aircraft<br />

systems.<br />

Business model<br />

For passengers, the quality of inflight entertainment („IFE“) is an important criterion — apart from the price<br />

of the ticket and a few other key considerations — in deciding which flight to book. For carriers, inflight<br />

entertainment is an important factor in their ability to distinguish themselves from other competitors?


The customers of the Group include airlines all over the world. Airlines generally choose their inflight entertainment<br />

suppliers through invitations to tender, and they then contractually bind themselves to a more<br />

or less exclusive relationship for an average of two to three years. Content services providers normally<br />

purchase the content available to carriers – i.e. Hollywood movies, as well as news, sports and music programs<br />

– for licensing periods of a few months and on a nonexclusive basis, i.e. competitors can purchase<br />

the same film rights for their customers during the same period.<br />

The IFE-<strong>Alliance</strong><br />

While the subsidiary groups active in our core business – Atlas Air, IFP, DTI and Fairdeal – continue to operate<br />

separately and approach airlines using their own brand names, their affiliation is expressed through their<br />

membership in the IFE <strong>Alliance</strong>. This structure allows other market participants to join the IFE <strong>Alliance</strong> while<br />

retaining their established brand names. The name of the alliance followed the example on three airline<br />

associations: Star <strong>Alliance</strong> (Air Canada, Air China, All Nippon Airways, Deutsche Lufthansa, Singapore Airlines,<br />

United, etc.), Skyteam (Air France/KLM, Continental, Delta, Northwest, etc.) and Oneworld (American<br />

Airlines, British Airways, Cathay Pacific, Qantas, etc.).<br />

The IFE <strong>Alliance</strong> supplies an extensive range of inflight entertainment content consisting largely of audio and<br />

video programs (feature films, TV programs, news, sports). Its services also include GUI (graphical user interface)<br />

design for Internet applications, database management for managing the entire inflight entertainment<br />

process, and the technical integration of the respective systems on board.<br />

Our shared economic success in financial year <strong>2008</strong> demonstrates the benefits of retaining the brand names<br />

of our subsidiaries in the inflight entertainment market. Our priority is to maintain continuity in the business<br />

relationships between our operational subsidiaries and our airline customers.<br />

Film licensing<br />

As in the previous years, the traditional business of licensing international film rights for TV and DVD, mainly<br />

for German-speaking territories, was of secondary importance in <strong>2008</strong>. The film assets are exploited by<br />

IFEL.<br />

4. Overall economic situation<br />

4.1 Global economic growth<br />

The global economy expanded at a much slower rate in <strong>2008</strong>. At 3.4%, GDP growth was below average.<br />

The serious crisis in the international financial markets, which was triggered by the collapse of the US subprime<br />

mortgage market in 2007, has by now affected all areas of the economy. There has been a dramatic<br />

deterioration in the ability of companies and private households alike to obtain financing.<br />

This time, the cooling of the global economy affected not just the major economic regions — North America,<br />

Western Europe, and Asia — but also Central and Eastern Europe, Russia, and Latin America. Overall, global<br />

GDP will rise by 0.5% in 2009 and by 1.4% in 2010. All in all, this constellation points to a global recession<br />

in 2009 (source: Ifo Institute‘s Economic Forecast for 2009).<br />

9


10<br />

Weltkonjunktur und ifo Weltwirtschaftsklima<br />

Global economy and global business climate according to the ifo Institute (current as of 2009)<br />

% change year on year 1995 = 100<br />

Real GDP (left scale)<br />

ifo global business climate* (right scale)<br />

140<br />

7,0<br />

6,0<br />

5,0<br />

4,0<br />

3,0<br />

2,0<br />

1,0<br />

0,0<br />

3,7<br />

4,0<br />

4.2 Domestic economic growth<br />

The German economy has clearly been on a downward trajectory since the middle of <strong>2008</strong>. While it rose to<br />

a strong intermediate high in the year‘s first half, the massive deterioration in the export sector started to<br />

have a growing impact on the economy from summer onwards. The financial crisis also worsened dramatically.<br />

Value creation in Germany dropped substantially for the first time in the year‘s third quarter. On the<br />

whole, all available economic data point to an accelerating slowdown in the economy‘s aggregate output in<br />

the year‘s fourth quarter. <strong>Annual</strong> growth is likely to have been negative at 3.5%. The comparable figure for<br />

the previous year was merely 0.4% less than the rate for production. Capacity utilization has fallen below<br />

the long-standing average. Hence the German economy is in a recession. It is estimated that the real GDP<br />

probably expanded by 1.5%, after 2.5% the previous year. Real GDP will fall by 2.2% in 2009. The financial<br />

crisis is not expected to ebb until 2010, bringing with it a slight improvement in the international economic<br />

climate and stabilization (source: Ifo Institute‘s Economic Forecast for 2009).<br />

4.3 Oil prices<br />

2,5<br />

3,5<br />

4,7<br />

* Arithmetic mean in the assessment of the current<br />

situation and expected developments<br />

2,2<br />

2,8<br />

3,6<br />

96 97 98 99 00 01 02 03 04 05 06 07 08<br />

0,5<br />

09 10<br />

Source: OECD, IWF, Ifo World Economic Survey (WES), Berechnungen und Prognose des ifo Instituts.<br />

In the first seven months of <strong>2008</strong>, oil prices rose from just under USD 95 per barrel of Brent crude to peaks<br />

of up to USD 150. In fall, they fell back down to a level of USD 50 in the wake of the worldwide decline<br />

in demand. On a dollar basis, crude oil prices averaged over the year were about one third higher than in<br />

2007. Given the anticipated weakness of the global economy, the demand for crude oil in 2009 is expected<br />

to decline, in turn resulting in relatively low oil prices around USD 45 per barrel.<br />

4,9<br />

4,5<br />

5,1<br />

5,2<br />

3,4<br />

1,4<br />

130<br />

120<br />

110<br />

100<br />

90<br />

80<br />

70<br />

60<br />

50<br />

40


4.4 Currency developments<br />

On an annualized basis, the US dollar declined by about 8% against the euro (<strong>2008</strong>: EUR 1.00 = USD 1.4743;<br />

2007: EUR 1.00 = USD 1.3615; Reuters, end of day annualized exchange rates). The company‘s earnings<br />

have been negatively affected by the development of the US dollar because the greater part of our business,<br />

both in purchasing and in sales, is transacted in US dollars and because our German offices in Munich and<br />

Duisburg incur considerable fixed costs in euros. However, we did succeed in cushioning the negative effect<br />

to some extent by means of foreign currency hedges.<br />

5. Industry-specific business environment<br />

The International Air Transport Association (IATA) expects the worldwide aviation industry to suffer substantially<br />

under the economic crisis. While the cargo segment will account for a large portion of the anticipated<br />

losses in global aviation, passenger numbers are also expected to decline by about 5.7%. However, falling<br />

fuel prices will prevent even higher losses. IATA even anticipates US carriers, which were affected by the<br />

crisis early on and cut their capacities earlier than others, to post slight profits in 2009. The carriers in Asia<br />

Pacific are expected to be most strongly affected in 2009. IATA anticipates the situation to improve slightly<br />

toward the close of the year.<br />

As before, inflight entertainment through films, music, and computer games is one of the most important<br />

features by which carriers distinguish themselves in the competition for passengers. Demand for services in<br />

the inflight entertainment segment (IFE) remains high.<br />

The company is well positioned owing to its collaboration with leading international manufacturers of the<br />

hardware electronics used in inflight entertainment as well as the broad range of its offerings in the entire<br />

IFE segment.<br />

6. Market volume and market share<br />

The content service providers‘ competitive structure did not change much during the <strong>report</strong>ing period. As<br />

before, the market is dominated by a few larger providers with an international customer base, as well as<br />

many smaller, primarily regional providers.<br />

The current difficulties of the global economy will continue to fuel the trend toward consolidation in the<br />

industry, particularly because small providers will have difficulties compensating for the pressure on selling<br />

prices. In addition, technical innovations have created a dynamic whereby carriers are increasingly looking<br />

to enhance their position through partners capable not only of satisfying the new requirements in this arena<br />

too but also of making both the products and the services available that are in demand.<br />

11


12<br />

7. Corporate management<br />

Strategic priority Operational goals Performance indicators<br />

Expansion of position in the IFE market Organic growth and acquisitions<br />

Increase in earnings<br />

As part of the airline industry, the inflight entertainment segment is subject to ongoing competitive pressure.<br />

To secure our market share and earnings for the long term, we must continuously engage in activities to<br />

expand our market position and improve our profitability. This is also why we must have an active acquisition<br />

policy and make full use of our internal resources.<br />

The following tools are being used to monitor and control the Group and establish clear aims for the<br />

management teams of the subsidiaries:<br />

> specification of clear strategic goals for managing directors and division leaders<br />

> evaluation of regular <strong>report</strong>s from managing directors<br />

> involvement in specifying and approving target figures for subsidiaries<br />

> evaluation of performance of individual subsidiaries during the financial year through analysis of target<br />

and actual figures<br />

> measures by the Management Board during the financial year in the event of deviation from target<br />

figures<br />

8. Employees<br />

Personnel is critical to a service company. The more our staff focus on customers and services – particularly<br />

in our core business, inflight entertainment – the greater our success. Indeed, it is our employees‘ knowhow<br />

and the length of their service with us that secure the Group‘s market position in the inflight niche<br />

market.<br />

A total of 335 people were employed in the Group on average in <strong>2008</strong> (previous year: 212 employees).<br />

AIA <strong>AG</strong> had 8 employees (previous year: 6 employees). There were 33 people employed in the German<br />

subsidiaries (previous year: 33 employees). In the foreign subsidiaries, 294 people were employed (pre vious<br />

year: 173 employees).<br />

No trainees were employed in <strong>2008</strong>.<br />

Reduction of costs through synergies,<br />

centralization of purchasing in the Group<br />

Increased customer satisfaction as<br />

demonstrated by customer surveys,<br />

immediately visible success through<br />

successful participation in invitations<br />

to tender from airlines<br />

Benchmark comparisons<br />

(particularly materials, personnel)


9. Course of business and key events in <strong>2008</strong><br />

The Supervisory Board member, Wolfgang Rück, resigned his office effective January 09, <strong>2008</strong>. On January<br />

14, <strong>2008</strong>, Mr. Rudolf Seidl, auditor and president of ROTA Treuhand GmbH, Munich, Germany, was appointed<br />

to the Supervisory Board by court order upon application of the Management Board and approval of the<br />

Supervisory Board.<br />

The acquisition of DTI took legal effect as of the contract signing date (January 11, <strong>2008</strong>). AIA <strong>AG</strong> acquired<br />

100% of the shares in DTI and paid the purchase price in cash. In addition to the purchase price, earn out<br />

payments contingent on the acquired company‘s performance in the <strong>2008</strong> and 2009 financial years were<br />

stipulated with DTI‘s management (the sellers of the shares); they will become due and payable in 2009 and<br />

2010, following the adoption of the annual financial statements as of December 31, <strong>2008</strong>, and December<br />

31, 2009. According to the purchase agreement, earn out payments of up to CAD 3.7 million for the <strong>2008</strong><br />

financial year will become due and payable in 2009.<br />

In February <strong>2008</strong>, AIA <strong>AG</strong> obtained an unsecured loan of EUR 10,000 thousand from HypoVereinsbank <strong>AG</strong>,<br />

Munich, with a term of five years subject to regular loan payments, no prepayment penalties and variable<br />

interest based on market rates. Existing funds were used to discharge the purchase price liability from the<br />

acquisition of DTI. The company obtained the loan in anticipation of the ramifications of the global crisis in<br />

the financial markets, thus securing freely disposable funds that may be repaid at any time. In the meantime,<br />

two loan payments of EUR 1.0 million each fell due on June 30, <strong>2008</strong>, and December 31, <strong>2008</strong>; the<br />

nominal amount of the loan outstanding as of January 01, 2009, thus was EUR 8.0 million, of which EUR 6.0<br />

million are secured by means of a fixed interest agreement.<br />

On February 28, <strong>2008</strong>, the Munich Regional Court I ruled on two small shareholders‘ actions for annulment<br />

of various shareholder resolutions adopted at the regular <strong>Annual</strong> General Meeting on July 2, 2007, permitting<br />

all resolutions with the exception of agenda item 3 (formal approval of the Management Board‘s actions<br />

during the financial year) to take legal effect. The company appealed the court‘s ruling on agenda item<br />

3. The deadline for filing the appeal expired on April 04, <strong>2008</strong>. The two small shareholders did not file an<br />

appeal, whereupon the company withdrew its appeal regarding agenda item 3 such that the ruling took<br />

effect immediately. As a result, with the exception of agenda item 3, the company has prevailed in all<br />

actions for annulment of shareholder resolutions adopted at the regular <strong>Annual</strong> General Meeting on July 02,<br />

2007. The plaintiffs must bear 92% of the costs of the proceedings before the Munich Regional Court I.<br />

We succeeded in gaining American Airlines, a major carrier, as a new customer effective February 01, <strong>2008</strong>.<br />

The two-year contract runs until January 2010 and essentially covers American Airlines‘ total need for inflight<br />

entertainment.<br />

The Management Board was authorized by a shareholder resolution dated July 02, 2007, to issue up to<br />

800,000 stock options overall. A total of 65,000 and 35,000 stock options were issued, respectively, to the<br />

chief executive officer, Otto Dauer, and the chief financial officer, Peter Biewald, in the first half of <strong>2008</strong> with<br />

the approval of the Supervisory Board. An additional 300,000 stock options were issued to nine managing<br />

directors of subsidiaries during the same period.<br />

13


14<br />

The conditions under the Stock Option Plan 2007 regarding performance targets were amended by a<br />

shareholder resolution dated July 01, <strong>2008</strong>. Henceforth, the first third of the stock options issued may only<br />

be exercised if the stock‘s average price during the last five trading days prior to the onset of the relevant<br />

exercise period has risen by at least 20% over the exercise price. The performance targets for the second<br />

third of the stock options issued entail a 30% increase in the share price subject to a waiting period of three<br />

years and, for the final third, a 40% increase in the share price subject to a waiting period of four years, in<br />

each case relevant to the exercise price.<br />

The <strong>Annual</strong> General Meeting on July 01, <strong>2008</strong>, was much more harmonious than the <strong>AG</strong>Ms in previous years,<br />

which were characterized by critical shareholders. With 38%, the number of shareholders in attendance<br />

was also higher than in previous years. All resolutions were adopted by large majorities. No actions for<br />

annulment of shareholder resolutions have been filed even though two shareholders had their objections<br />

recorded in the minutes.<br />

The last remaining open actions for annulment of shareholder resolutions that were adopted at the<br />

company‘s extraordinary <strong>Annual</strong> General Meeting on November 11, 2005, and its <strong>Annual</strong> General Meeting<br />

on August 28, 2006, were also resolved by recourse to the courts in <strong>2008</strong>.<br />

Both the plaintiffs and the respondents (i.e. the company) had appealed the trial court‘s ruling in regards to<br />

the extraordinary <strong>Annual</strong> General Meeting in 2005.<br />

The final ruling of the Munich Regional Court I was modified on the respondent‘s (i .e. the company‘s)<br />

appeal. All actions aimed at annulment of the resolutions of the company‘s <strong>Annual</strong> General Meeting in<br />

regards to agenda item 2 (increase of the share capital in return for cash contributions subject to an indirect<br />

subscription right), agenda item 3 (authorized capital), and agenda item 4 (authorization to issue convertible<br />

bonds and/or bonds with warrants) were dismissed. The remainder of the respondent‘s appeal was<br />

dismissed. This dismissal concerns agenda item 1 (control and profit transfer agreement with Atlas Air Film<br />

+ Media Service GmbH); however, this issue had already been decided in the company‘s favor by means<br />

of a release.<br />

The plaintiff‘s appeal regarding agenda item 2 (increase of the share capital in return for cash contributions<br />

subject to an indirect subscription right) was dismissed.<br />

In the final analysis, therefore, all agenda items of the extraordinary <strong>Annual</strong> General Meeting in 2005 were<br />

decided in the company‘s favor.<br />

On September 24, <strong>2008</strong>, the appeals court handed down its ruling on the appeals that had been filed by the<br />

two small shareholders and the company against the ruling of the Munich Regional Court I on the <strong>Annual</strong><br />

General Meeting in 2006, which had merely dismissed plaintiffs‘ appeal regarding agenda item 6 (amendment<br />

of the Articles of Association regarding the compensation of the Supervisory Board) and agenda item<br />

7 (election of the auditor). The Higher Regional Court dismissed the plaintiffs‘ appeal of the Regional Court‘s<br />

dismissal out of hand. The company‘s appeal in its capacity as respondent against the ruling on agenda<br />

items 2 and 3 (formal approval of the actions of the Management Board and Supervisory Board) as well as<br />

agenda item 4 (profit and loss transfer agreement) and agenda item 5 (Authorized Capital II) was successful<br />

in part. The Higher Regional Court modified the ruling of the Munich Regional Court I in the company‘s favor<br />

on the formal approval of the Supervisory Board‘s actions and the profit and loss transfer agreement. Given<br />

that the authorized capital had been increased in the meantime, the appellants‘ only measurable success<br />

relates to the approval of the actions of the Management Board, which they had challenged.


neu<br />

Effective June 04, <strong>2008</strong>, the Management Board used the resolution of the <strong>Annual</strong> General Meeting on July<br />

02, 2007, and launched yet another share buy-back program entailing 300,000 shares with the approval<br />

of the Supervisory Board. This share buy-back program was limited until September 30, <strong>2008</strong>. A total of<br />

EUR 534,568.46 was paid for the share buy-back. The shares were retired pursuant to a resolution of the<br />

Management Board dated October 31, <strong>2008</strong>. The share capital was reduced accordingly by EUR 300,000.00<br />

to EUR 14,500,000.00. The capital reduction was recorded in the Commercial Register on December 05,<br />

<strong>2008</strong>.<br />

We acquired Fairdeal Multimedia Pvt. Ltd., which is domiciled in Mumbai (formerly known as Bombay),<br />

India, on August 13, <strong>2008</strong>. The trade with worldwide film rights constitutes Fairdeal‘s core business. Roughly<br />

60% of the company‘s sales are generated through licenses for Indian movies. Fairdeal generates additional<br />

revenue through Indian TV programs, service fees, audio programs, and additional services. We were able<br />

to finance the acquisition price, which was in the low single-digit millions, on our own.<br />

Prof. Dr. Manfred Niewiarra, longtime member of the Supervisory Board, resigned his office as of the <strong>report</strong>ing<br />

date, according to internal regulations regarding the retirement age of executives into account.<br />

II. Results of operations, financial position and net assets<br />

1. Profit or loss<br />

Sales<br />

Once again, consolidated sales climbed substantially during the <strong>report</strong>ing period by about 26% to EUR<br />

107.4 million, up from EUR 85.1 million the previous year. The sales for the 2007 financial year were adjusted<br />

pursuant to IAS 8; in this regard, please see the disclosures in the notes to the consolidated financial<br />

statements. Roughly one half of this increase results from the initial consolidation of the sales of our new<br />

subsidiary, DTI. The sales of our new subsidiary, Fairdeal, were consolidated from the August <strong>2008</strong> acquisition<br />

date. The film licensing segment remained insignificant in the <strong>2008</strong> financial year as well. In terms<br />

of the distribution by region of the operating sales in the inflight entertainment segment, Europe accounts<br />

for sales of approximately EUR 38 million, North-America for approximately EUR 26 million, and the other<br />

regions (Asia, Australasia, etc.) for EUR 43 million.<br />

Earnings<br />

Starting with the <strong>2008</strong> financial year, the company is <strong>report</strong>ing earnings before interest, taxes, depreciation<br />

and amortization (EBITDA) and earnings before interest and taxes (EBIT) including both interest expense and<br />

interest income. The two key figures were calculated as earnings before interest expense until the 2007<br />

financial year. As a result, the two key figures also included interest income up to and including the 2007<br />

financial year, which limits their comparability. Based on the same method of calculation, the two figures<br />

for the previous year decrease by the previous year‘s interest income of EUR 928 thousand.<br />

The previous year‘s figures were also affected by the aforementioned adjustment in accordance with IAS 8.<br />

The previous year‘s figures stated in this management <strong>report</strong> were determined on a proforma basis.<br />

15


16<br />

EBITDA<br />

Earnings before interest, taxes, depreciation and amortization (EBITDA) climbed even stronger than sales<br />

during the <strong>report</strong>ing period by EUR 5,332 thousand to EUR 13,929 thousand, more than doubling year on<br />

year as a result. For the most part, the increase in EBITDA is due to the initial consolidation of DTI‘s revenues.<br />

Currency gains of EUR 1,627 thousand, as well as the contributions of all other subsidiaries, accounted for<br />

the improvement in earnings.<br />

EBIT<br />

Earnings before interest and taxes (EBIT) rose substantially by EUR 3,443 thousand to EUR 9,955 thousand<br />

over the previous year for the same reasons as EBITDA.<br />

EBT<br />

Earnings before taxes (EBT) climbed from EUR 3,797 thousand the previous year to EUR 9,292 thousand.<br />

Net income for the year<br />

Net income for the year grew accordingly to EUR 6,831 thousand, up from EUR 3,327 thousand the previous<br />

year.<br />

Earnings per share<br />

Diluted and basic earnings per share climbed substantially to EUR 0.46 per share, up from EUR 0.21 per share<br />

the previous year. EPS were calculated based on the annual average of 14,749,180 shares. The previous<br />

year, the average number of basic shares had still been 15,563,153. The buy-back and retirement of shares<br />

reduced the number of shares outstanding to 14,500,000 at the close of the <strong>2008</strong> financial year.<br />

Depreciation, amortization and impairment losses<br />

Depreciation, amortization, and impairment losses rose by EUR 2,085 thousand over the previous year to<br />

EUR 3,975 thousand. This is due to the increase of EUR 1,178 thousand and EUR 1,984 thousand in amortization,<br />

respectively, on film assets and intangible assets, largely as a result of the acquisition in <strong>2008</strong> of<br />

two companies, DTI and Fairdeal.<br />

Other operating income<br />

Other operating income was EUR 2,299 thousand, up from EUR 926 thousand the previous year. This substantial<br />

increase was mainly due to EUR 1,627 thousand in currency gains.<br />

Staff costs<br />

Staff costs rose in absolute terms, from EUR 12,430 thousand the previous year to EUR 15,126 thousand.<br />

Relative to sales, staff costs remained more or less at approximately 14.0% as in the previous year.<br />

Given that DTI, which was consolidated for the first time, runs a very personnel-intensive business, maintaining<br />

the ratio of consolidated staff costs at the previous year‘s level must be deemed a success.<br />

Other operating expenses<br />

Other operating expenses rose to EUR 9,822 thousand, up from EUR 7,661 thousand the previous year; at<br />

9.1%, the ratio of operating expenses to sales only slightly surpassed the previous year‘s ratio of 9.0%.


Finance income<br />

Finance income dropped to EUR 348 thousand during the <strong>report</strong>ing period, down from EUR 929 thousand<br />

the previous year, owing mainly to the outflow of EUR 17.5 million in cash, which had been invested at<br />

interest, in connection with the payment of the purchase price for the two corporate acquisitions in <strong>2008</strong>.<br />

Cash and cash equivalents from income were built back up to a level of EUR 17.5 million as of the balance<br />

sheet date, thus almost reaching the previous year‘s level of EUR 19.0 million.<br />

Finance costs<br />

Finance costs climbed during the <strong>report</strong>ing period to EUR 1,011 thousand, up from EUR 574 thousand the<br />

previous year, due, among other things, to borrowings of EUR 10 million in <strong>2008</strong>.<br />

Income taxes<br />

Income taxes were EUR 2,460 thousand, compared to EUR 458 thousand the previous year, owing to the<br />

change in deferred income taxes.<br />

Tax loss carryforwards<br />

As of December 31, <strong>2008</strong>, <strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> <strong>AG</strong> had tax loss carryforwards of EUR 63.8 million from<br />

both corporate income taxes and municipal trade taxes. Comprehensive tax audits of the company through<br />

the 2005 financial year have confirmed these tax loss carryforwards.<br />

2. Financial position and net assets<br />

Assets and liabilities<br />

The acquisition of both DTI and Fairdeal impacted the company‘s economic base in the <strong>2008</strong> financial year.<br />

A total of EUR 17.5 million in cash and cash equivalents was used in <strong>2008</strong> alone to finance the acquisitions.<br />

Initial consolidation of the new subsidiaries caused a substantial increase in total assets to EUR 83.9 million,<br />

up from EUR 59.6 million the previous year. As a result, equity of EUR 26.8 million fell to 31.9% of total<br />

assets, compared to 45.4% the previous year.<br />

Assets<br />

Intangible assets:<br />

The film assets remained largely intact in terms of the inventory of several hundred film titles even though<br />

amortization and impairment losses caused them to decline to EUR 2,050 thousand from EUR 3,174 thousand<br />

the previous year.<br />

Goodwill rose substantially from EUR 10,565 thousand the previous year to EUR 21,446 thousand due to the<br />

acquisition of DTI and Fairdeal.<br />

The acquisition of DTI and Fairdeal caused the other intangible assets to increase from EUR 4,077 thousand<br />

the previous year to EUR 15,572 thousand.<br />

The changes in property, plant, and equipment were insignificant.<br />

Deferred tax assets declined slightly to EUR 1,649 thousand, down from EUR 1,832 thousand the previous<br />

year.<br />

17


18<br />

Trade receivables rose substantially to EUR 17,904 thousand, up from EUR 12,222 thousand the previous<br />

year, due to the initial consolidation of the trade receivables of DTI (the company acquired in <strong>2008</strong>) but also<br />

due to the fact that carriers were slightly stretching payment terms as of the balance sheet date.<br />

Cash and cash equivalents fell slightly to EUR 17,474 thousand as of the <strong>report</strong>ing date, down from EUR<br />

18,955 thousand the previous year. In <strong>2008</strong>, cash and cash equivalents were affected by approximately EUR<br />

17.5 million in acquisition price payments for DTI and Fairdeal, the EUR 10 million loan from HypoVereinsbank<br />

<strong>AG</strong>, Munich, as well as loan repayments of EUR 2 million.<br />

Other assets rose in <strong>2008</strong> primarily due to advance payments made of EUR 2,894 thousand, up from EUR<br />

1,396 thousand the previous year.<br />

Equity and liabilities<br />

Equity declined slightly to EUR 26,775 thousand from EUR 27,052 thousand the previous year. Aside from<br />

the retirement of 300,000 shares in connection with a reduction in the share capital by EUR 300 thousand<br />

and a reduction in reserves by EUR 238 thousand, this is also due to the currency-related adjustment of<br />

the assets‘ value because the assets acquired in foreign currencies were translated as of the balance sheet<br />

date using appropriate end of period exchange rates. The euro‘s strong increase vis-à-vis all other important<br />

currencies triggered these currency translation adjustments in equity.<br />

Non-current financial liabilities rose substantially from EUR 2,105 thousand the previous year to EUR 8,377<br />

thousand due to the loan from HypoVereinsbank <strong>AG</strong>, Munich.<br />

Other non-current financial liabilities of EUR 2,897 thousand (previous year: 0) contain the earn out obligations<br />

under the purchase agreements for DTI and Fairdeal.<br />

Deferred tax liabilities also rose substantially to EUR 6,773 thousand from EUR 2,023 thousand the previous<br />

year in the wake of the acquisition of both DTI and Fairdeal.<br />

Current income tax liabilities climbed from EUR 1,151 thousand the previous year to EUR 1,488 thousand<br />

due to the positive earnings in <strong>2008</strong>.<br />

Current financial liabilities fell to EUR 3,099 thousand, down from EUR 4,526 thousand the previous year.<br />

Trade payables climbed to EUR 26.3 million, up from EUR 19.1 million the previous year, especially due to<br />

the rising business volume as well as the initial consolidation of DTI.<br />

Other liabilities rose to EUR 8.153 thousand, up from EUR 3.498 thousand the previous year. The other liabilities<br />

contain the current earn out obligations under the acquisitions.<br />

Finance and liquidity management<br />

Financing strategy<br />

Our strategy entails ensuring that the Group‘s available liquidity is EUR 10,000 thousand at a minimum - also<br />

in order to be able to act immediately as acquisition options arise. This is why we took out the loan from<br />

HypoVereinsbank <strong>AG</strong>, Munich. As a result, maintaining a level of readily available cash has priority over<br />

attaining short-term profitability.


Financial management<br />

Our financial management is planned and managed Groupwide. This serves to ensure that the subsidiaries<br />

can fulfill their obligations at all times and that acquisitions do not overwhelm the Group‘s finances. The<br />

chief financial officer manages a finance team that includes the subsidiaries‘ finance managers in addition<br />

to the staff of the parent company‘s finance department.<br />

Financing activities<br />

The acquisitions in <strong>2008</strong> were largely financed through available funds. We obtained an unsecured loan<br />

from HypoVereinsbank <strong>AG</strong>, Munich, in connection with the acquisition of DTI in order to enhance the Group‘s<br />

liquidity. Collateralized loan liabilities of DTI were also refinanced using these borrowings.<br />

Cash flow statement<br />

The net cash flow from operating activities climbed significantly to EUR 12,507 thousand, up from EUR 4,574<br />

thousand the previous year.<br />

The net cash flow of EUR -15,898 thousand from investing activities is essentially due to the acquisition of<br />

both DTI and Fairdeal for a total of EUR 17,147 thousand.<br />

The related refinancing by means of a EUR 10,796 thousand loan resulted in a net cash flow of EUR 3,294<br />

thousand from financing activities.<br />

Cash and cash equivalents declined from EUR 18,955 thousand as of the previous year‘s <strong>report</strong>ing date to<br />

EUR 17,474 thousand as of the close of the financial year just ended. The total of EUR 19,642 thousand<br />

in cash and cash equivalents as of December 31, 2007, included shares in funds recognized at EUR 687<br />

thousand.<br />

Please see the cash flow statement in these consolidated financial statements for information regarding<br />

the Group‘s liquidity and financial position. For the most part, cash inflows stemmed from the subsidiaries‘<br />

operating income and the loan from HypoVereinsbank <strong>AG</strong>, Munich. The cash outflows were mainly related<br />

to the acquisition of two companies in <strong>2008</strong>, DTI and Fairdeal.<br />

Investments<br />

The most significant investments, i.e. the acquisition of DTI and Fairdeal, resulted in a cash outflow of EUR<br />

17.1 million.<br />

III. Disclosures pursuant to Section 315 (4) German Commercial Code (Takeover Directive<br />

Implementation Act)<br />

The share capital of AIA <strong>AG</strong> amounted to EUR 14,500,000.00 as of December 31, <strong>2008</strong> and was divided into<br />

the same amount of no-par value shares. Each share entitles the holder to one vote at the <strong>Annual</strong> General<br />

Meeting. There do not exist different share classes.<br />

The Management Board is not aware of any restrictions on voting rights or the transfer of shares.<br />

There are no direct or indirect equity interests exceeding 10% of voting rights.<br />

There are no shares with special rights conferring supervisory powers.<br />

19


20<br />

The statutory provisions of Section 84 and Section 85 of the German Stock Corporation Act (Aktiengesetz –<br />

AktG) apply to the appointment and discharge of members of the Management Board. Section 179 of the<br />

AktG applies to amendments of the Articles of Association. According to Art. 12 of the Articles of Association<br />

in conformity with Section 179 (1) sentence 2 of the AktG, the Supervisory Board is authorized to make<br />

amendments to the Articles of Association that affect only the wording.<br />

According to Art. 5 of the Articles of Association, the company has Authorized Capital of EUR 7,400,000.00<br />

with which the Management Board is authorized to increase the share capital with the approval of the<br />

Supervisory Board by issuing up to 7,400,000 new no-par value shares against cash and/or non-cash contributions.<br />

The shareholders must be granted a subscription right. The Management Board is authorized by<br />

the Articles of Association to exclude shareholders‘ subscription rights in full or in part with the consent of<br />

the Supervisory Board and to determine the rights accruing to the shares in the future and the conditions<br />

for issuing shares. Shareholders‘ subscription rights may only be excluded for fractional shares, capital increases<br />

against non-cash contributions for the granting of shares for the acquisition of companies, business<br />

units and equity interests and for capital increases against cash contributions if the issue price of the shares<br />

issued with subscription rights excluded in accordance with Section 186 (3) sentence 4 of the AktG is not<br />

significantly lower than the market price of shares in the company of the same class and with the same<br />

rights that are already listed on the stock exchange at the time the issue price is finally determined and the<br />

shares issued with subscription rights excluded in accordance with Section 186 (3) sentence 4 of the AktG<br />

do not exceed a total of 10% of the share capital.<br />

The Management Board was authorized by resolution of the <strong>Annual</strong> General Meeting on July 01, <strong>2008</strong>, to<br />

buy back treasury shares corresponding to 10% of the share capital extant as of the date of the resolution.<br />

This authorization includes the option to purchase the treasury shares on stock exchanges or by means of<br />

a purchase offer to all of the company‘s shareholders. It also authorizes the Management Board to resell<br />

the company‘s treasury shares acquired under this authorization (in each case with the approval of the<br />

Supervisory Board) on stock exchanges or to retire them, in whole or in part, without having to obtain another<br />

shareholder resolution. A total of 300,000 treasury shares were repurchased between June 04, <strong>2008</strong>,<br />

and September 03, <strong>2008</strong>, under this share buy-back program and retired in November <strong>2008</strong> by resolution<br />

of both the Management Board and the Supervisory Board.<br />

The Management Board was authorized by resolution of the <strong>Annual</strong> General Meeting on July 01, <strong>2008</strong>, to<br />

establish a Stock Option Plan <strong>2008</strong> with a par value of EUR 340,000.00 – subject to the approval of the<br />

Supervisory Board – that grants options on shares in AIA <strong>AG</strong> to members of the company‘s Management<br />

Board and members of the executive management of AIA <strong>AG</strong>‘s affiliates, in addition to creating Contingent<br />

Capital <strong>2008</strong>/I and executing the corresponding amendment of the Articles of Association.<br />

The Management Board was authorized by resolution of the <strong>Annual</strong> General Meeting on July 02, 2007, to<br />

establish a Stock Option Plan 2007 with a par value of EUR 800,000.00 – subject to the approval of the<br />

Supervisory Board – that grants options on shares in AIA <strong>AG</strong> to members of the company‘s Management<br />

Board and to members of the executive management of AIA <strong>AG</strong>‘s affiliates, in addition to creating (new)<br />

Contingent Capital II and executing the corresponding amendment of the Articles of Association.


Some of our subsidiaries‘ contracts with customers contain change of control provisions. Both the content<br />

of these contracts and the names of the business partners are confidential, in keeping with the provisions<br />

of the relevant contracts. Any disclosure in breach of contract would expose the company or the members<br />

of its two boards to claims for damages or fines, thus posing considerable risks to the company; hence no<br />

disclosure is made.<br />

The contracts that the company has made with the chief executive officer and the chief financial officer<br />

contain change of control provisions. Accordingly, the chief executive officer and the chief financial officer<br />

may terminate their employment contracts and resign their offices; if the respective director‘s contract is<br />

terminated, they are entitled to compensation equivalent to their (fixed and variable) compensation plus<br />

the stipulated contributions to the pension fund until the end of the term of office to which they had been<br />

appointed, however, at a minimum a compensation payment equivalent to two gross annual salaries (fixed<br />

and variable compensation).<br />

If he is dismissed early, the chief executive officer shall be paid compensation equivalent to at least one<br />

year‘s gross annual salary (fixed and variable compensation) plus contributions to the pension fund.<br />

The company does not have any agreements with the employees to compensate them in the event of a<br />

takeover offer.<br />

Research and development<br />

DTI is the sole Group company to incur research and development costs, specifically, in the amount of EUR<br />

416 thousand.<br />

IV. Events after the balance sheet date<br />

After the vice chairman of the Supervisory Board, Prof. Dr. Manfred Niewiarra, resigned effective December<br />

31, <strong>2008</strong>, Dr. Andreas Beyer was appointed to the Supervisory Board on January 09, 2009, by the court upon<br />

application of the Management Board with the approval of the Supervisory Board.<br />

Mr. Rudolf Seidl has served as the vice chairman of the Supervisory Board since March 11, 2009.<br />

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22<br />

V. Risk <strong>report</strong><br />

1. Risk management<br />

The Group has established a decentralized risk management system. This means that risks are addressed<br />

wherever they arise, namely, by the Group‘s subsidiaries. AIA <strong>AG</strong> is responsible for establishing both the<br />

risk management system as such and its content. The Group subsidiaries are responsible for <strong>report</strong>ing risks<br />

to AIA <strong>AG</strong>.<br />

AIA <strong>AG</strong> further developed and updated the corporate risk management guideline for the entire Group in the<br />

<strong>2008</strong> financial year. The Group‘s risk strategy is based on the following principles:<br />

> The company must always act in accord with applicable laws and regulations;<br />

> Opportunities or risks that are identified must be assessed and addressed on the basis of standard<br />

approaches;<br />

> No single decision or act may spark risks that could jeopardize the Group as a going concern;<br />

> Significant Group risks may only be taken on with the approval of AIA <strong>AG</strong>‘s Management Board;<br />

> Each and every executive must be informed of risks relevant to their sphere of responsibility;<br />

> Each and every Group employee must be aware of the risks in their immediate work environment and<br />

contribute to identifying and addressing them;<br />

> Internal controls are designed to ensure the efficiency and ongoing functionality of the Group‘s risk<br />

management; and<br />

> Risks must be communicated openly within the Group.<br />

Each and every executive is responsible for the risks in their sphere of responsibility. This responsibility<br />

comprises<br />

> Identifying risks;<br />

> Assessing risks;<br />

> Initiating suitable measures for addressing the relevant risks;<br />

> Monitoring both the risks so identified and the measures initiated; and<br />

> Reporting to AIA <strong>AG</strong>‘s Risk Manager.<br />

This responsibility may not be delegated.<br />

The Management Board regularly submits <strong>report</strong>s regarding risk indicators for both AIA <strong>AG</strong> and its significant<br />

subsidiaries to the Supervisory Board as part of the Group‘s risk management. All <strong>report</strong>s on risk indicators<br />

include risk assessments, comments and outlooks for the categories inflight entertainment, film assets,<br />

finances, personnel, IT, investor and public relations, legal affairs, taxes, and M&A activities.


2. Significant individual risks<br />

External risks<br />

All risks that affect the aviation industry from without are classified as external risks. This includes the<br />

increase in prices for jet fuel (as reference, please see the information regarding the increase in the perbarrel<br />

price of Brent Crude); the ongoing risk of terrorism, which affects civil aviation, in particular, given the<br />

potentially large number of victims; as well as, increasingly, the consequences of global warming, which<br />

could undermine air traffic in the future.<br />

During the <strong>report</strong>ing period, speculation caused oil prices to soar and then fall back down again by the end<br />

of the year. There were no terror attacks in the aviation industry. The worldwide debate on global warming<br />

will not have any significant impact on aviation since no actions that will apply across the board are to be<br />

expected for 2009 either.<br />

Operational risks and sectoral risks<br />

Operating risks and sectoral risks concern risks arising from competitive operations and changes in operations,<br />

in particular, changes at customers.<br />

The loss of one substantial customer during the <strong>report</strong>ing period was offset by new customers equivalent<br />

in qualitative terms. While we expect to lose one customer in 2009, we are confident that we will also be<br />

able to gain new customers.<br />

We believe that losing an individual customer constitutes a manageable risk. The Group‘s largest customer<br />

generated less than 10% of consolidated sales in <strong>2008</strong>.<br />

Financial risks<br />

Liquidity risks<br />

The Group is faced with liquidity risks if its existing liquidity or corresponding credit lines do not cover its<br />

payment obligations. All funds available to the Group – demand deposits at banks, interest-bearing monthly<br />

time deposits, as well as disposable credit lines – are sufficient to cover operating activities. Hence we consider<br />

the Group‘s liquidity risk to be manageable both at this time and in the foreseeable future.<br />

Currency risks<br />

A currency risk is present, in particular, when receivables or liabilities are denominated in a currency other<br />

than the Group‘s functional currency. Most operational business is carried out in US dollars, though some<br />

takes place in euros, British pounds or Canadian dollars. In contrast, other expenses are essentially incurred<br />

in euros, British pounds and Canadian dollars. This structure results in a dollar surplus which must be<br />

exchanged for euros and pounds over the course of the year. To the extent possible, the latent currency risk<br />

arising from this is countered with derivatives (hedging instruments) during the financial year.<br />

23


24<br />

Interest rate risks<br />

Both the earnings and operating cash flows of the Group are exposed to an insubstantial risk related to<br />

changes in interest rates whereas financial assets are not exposed to substantial risks arising from interest<br />

rate changes. Cash and cash equivalents are invested on a current basis subject to customary fluctuations.<br />

Financial liabilities comprise both current and non-current liabilities. The longer-term liabilities to banks in<br />

the amount of EUR 8.7 million are subject to a fixed interest rate over their entire term. EUR 2.0 million of<br />

the non-current liabilities expose the Group to an interest rate risk. Its liquid funds are sufficient for repaying<br />

its existing financial liabilities, including interest, on short notice.<br />

Default risks<br />

There is a default risk when a debtor does not discharge a liability at all or not in timely fashion. The Group<br />

is exposed to default risks only in connection with trade receivables. Sufficient allowances have been recognized<br />

to make provisions for the estimated default risk. Receivables are not insured, given the generally<br />

good credit ratings of the Group‘s customers. The maximum default risk is always equivalent to the nominal<br />

amount of the receivables less loss allowances. But the trade receivables do not contain substantial concentrations<br />

of individual customers and there are no default risks in regards to other financial assets.<br />

Market risks<br />

Currency risks<br />

Within the Group, currency risks essentially arise from the fact that both sales to customers and purchasing<br />

were largely effected in US dollars while some of the operating companies‘ fixed costs are incurred in euros,<br />

British pounds and Canadian dollars. The Group engages in hedging transactions to counteract direct currency<br />

risks. Interest rate hedges can not fully offset multi-year trends. Moreover, the development of the US<br />

dollar by itself has lowered sales in euros by more than 10% compared to translation at the euro exchange<br />

rate applicable as of the previous year‘s <strong>report</strong>ing date. A further long-term weakening of the US dollar will<br />

presumably have a negative impact on the Group‘s sales and income.<br />

Price risks<br />

Other price risks were material to both the Group and AIA <strong>AG</strong> during the <strong>report</strong>ing period and remain the<br />

most important risk these entities face. Key purchasing terms and conditions are negotiated with major<br />

suppliers in the fall of each year and prices are negotiated with carriers toward the end of each year for the<br />

subsequent year. We can not preclude that we will have to offer price discounts in the future for competitive<br />

reasons — with detrimental consequences for the Group — in order to hold our market position.<br />

Strategic risks<br />

Strategic risks arise from accurate or inaccurate assessments of the industry‘s development and the resulting<br />

decisions regarding the acquisition of our new subsidiary, DTI, as well as from decisions related to other<br />

potential takeovers, our expansion toward India and China and the broadening of our product range. The<br />

acquisition of DTI will have been a strategic mistake if our assessment of the importance of inflight computer<br />

games turns out to be in false. Our decisions to expand in China and India will have been flawed in strategic<br />

terms if the global factors driving economic growth in these two countries were to weaken. From today‘s<br />

perspective, however, all our strategic decisions have been on the mark. Because strategies are always forward<br />

looking, setbacks resulting from inaccurate assessments, particularly with respect to the development<br />

of the industry, could have negative ramifications for both the Group and AIA <strong>AG</strong>.


Litigation risks<br />

All litigation with shareholders ended in <strong>2008</strong>. No litigation is pending. But potential risks do arise from<br />

possible court challenges to resolutions of future <strong>Annual</strong> General Meetings.<br />

Tax risks<br />

Large loss carryforwards are available to AIA <strong>AG</strong> for both corporate income and trade tax purposes. In the<br />

future, however, we will be unable to use these loss carryforwards to the same extent as previously because<br />

Germany‘s corporate tax reform has the positive effect of slashing corporate tax rates but the negative<br />

effect of limiting companies‘ ability to utilize existing loss carryforwards.<br />

The tax loss carryforwards for annual periods up to and including 2005 were confirmed by the company‘s<br />

most recent comprehensive tax audit in <strong>2008</strong>. The tax risk arising from additional taxes for the financial<br />

years from 2006 onward in the event our tax loss carryforwards are successfully challenged remains in<br />

place.<br />

AIA <strong>AG</strong>‘s subsidiaries are stepping up transnational intragroup transactions in order to optimize the Group‘s<br />

operating business. Any refusal by the tax authorities of the relevant countries to recognize related intragroup<br />

pricing could trigger additional taxes. The same applies to AIA <strong>AG</strong>‘s cost allocations to its subsidiaries.<br />

3. Overall appraisal of the risk situation and the probable development of opportunities and<br />

risks<br />

The overall risk position has changed from the previous year. The worldwide financial crisis, which intensified<br />

dramatically in October <strong>2008</strong>, is by now also affecting other sectors, for example, the auto industry. We<br />

cannot preclude that the global economic downturn in 2009 will have an adverse effect on the number of<br />

flights, which has grown steadily to date.<br />

VI. Anticipated developments<br />

1. Macroeconomic outlook<br />

The global financial crisis has caused many governments worldwide to enact crisis packages that entail<br />

incurring substantial new debt and record deficits. This is expected to have a negative impact on the global<br />

economy in both 2009 and 2010. The financial sector, but also the automobile and engineering sector, are<br />

particularly affected by the downturn and will undergo fundamental consolidation processes in the coming<br />

years.<br />

2. Future development of the industry<br />

The aviation industry is indirectly affected by the weakness of the global economy. The growth rates that<br />

were achieved in the recent past will not be repeated. IATA expects carriers‘ profits to decline substantially<br />

in 2009. While we are unable at this time to provide specifics on the development of the number of<br />

passengers, the Management Board does not preclude the possibility that it may drop by up to 10%. The<br />

inflight entertainment niche market will be unable to delink itself from the general trend. In all likelihood,<br />

the consolidation process that has been ongoing for years will further intensify.<br />

25


26<br />

3. Changes in the business and the organization<br />

Currently, there are no specific plans to modify the company in organizational terms. Yet changes might<br />

arise in connection with additional acquisitions. We cannot preclude, furthermore, that we will eliminate<br />

subsidiaries‘ names in order to align the Group‘s corporate image and restructure it under a common corporate<br />

name by region in the next few years. The Management Board will only take this step after weighing<br />

all related risks. Such a step would also aim to achieve further cost reductions as well as further intragroup<br />

efficiency gains.<br />

4. Future sales and earnings<br />

Consolidated sales will surpass the EUR 100 million mark in 2009 and 2010 unless the global financial crisis<br />

continues to intensify or oil prices skyrocket yet again. The Management Board expects the company to<br />

continue along a profitable trajectory during this period. However, it cannot foresee at this time whether<br />

the results of the <strong>2008</strong> financial year will be surpassed.<br />

5. Opportunities<br />

Our greatest opportunities continues to arise from the ongoing consolidation of the inflight entertainment<br />

niche market. Compared to its competitors, the Group has a broader portfolio of products and services and a<br />

larger network of branch offices. This fact puts additional pressure on our remaining competitors and makes<br />

us much more attractive to potential customers because we deliver. The likelihood that smaller competitors<br />

will withdraw from the market and/or that we will have the opportunity to acquire them has increased, as<br />

have the opportunities for gaining additional customers among carriers. The acquisition of a market leader<br />

in the inflight computer game segment in <strong>2008</strong> significantly enhanced our business opportunities.<br />

6. Overall appraisal of the company‘s probable development<br />

The Management Board is cautiously optimistic about the company‘s future in 2009, barring unforeseen<br />

negative events. In the final analysis, we are unable to sufficiently gauge the ramifications of the financial<br />

market crisis for our customers and thus our business. Overall, the Group is better positioned than its competition<br />

and, as a result, will have additional business opportunities if competitors fail, especially in light of<br />

the global financial crisis.<br />

Hence its prospects for 2009 and 2010 are as positive as its financial position as of the <strong>report</strong>ing date, despite<br />

the ongoing downturn of the global economy and the decline in carriers‘ earnings, allowing the Group to<br />

take advantage of business opportunities as they arise.<br />

<strong>Advanced</strong> <strong>Inflight</strong> <strong>Alliance</strong> <strong>AG</strong><br />

Munich, Germany, April 15, 2009<br />

Otto Dauer Peter Biewald<br />

Chief executive officer Chief financial officer


Otto Dauer (left)<br />

Chief executive officer<br />

Peter Biewald (right)<br />

Chief financial officer<br />

27


ADVANCED INFLIGHT ALLIANCE <strong>AG</strong>, MUNICH<br />

CONSOLIDATED STATEMENT OF INCOME (IFRS)<br />

Jan. 1 - Dec. 31, <strong>2008</strong> Jan. 1 - Dec. 31, 2007<br />

EUR EUR<br />

Revenue 107,408,288.69 85,105,610.11 4)<br />

Other operating income 2,299,039.87 925,497.54<br />

Cost of materials -70,829,790.59 -60,607,660.82 4)<br />

Staff costs -15,125,924.65 -12,430,375.53<br />

Depreciation, amortization and impairment losses -3,974,693.12 -1,889,594.65<br />

Other operating expenses -9,822,134.88 -7,660,777.79<br />

Net income from operating activities 9,954,785.32 3,442,698.86<br />

Finance income 347,734.53 928,526.41<br />

Finance costs -1,010,778.15 -574,248.88<br />

Net income from financing and investment activities -663,043.62 354,277.53<br />

Earnings before income taxes 9,291,741.70 3,796,976.39<br />

Income taxes -2,460,337.48 -458,275.67<br />

Minority interest in Group Income 0.00 -11,361.47<br />

Net income for the year 6,831,404.22 3,327,339.25 4)<br />

Basic EPS 0.46 0.21 4)<br />

Diluted EPS 0.46 0.21 4)<br />

Average number of shares (basic) 14,749,180 15,563,153<br />

Average number of shares (diluted) 14,749,180 15,563,153<br />

Number of weighted stock options 0 0<br />

4) = Error correction acc. to IAS 8: Correction in connection with Revenue Recognition policy of EUR 3,395,906.97<br />

as well as with respective Cost of Sales of EUR 3,017,851.11<br />

29


30<br />

ADVANCED INFLIGHT ALLIANCE <strong>AG</strong>, MUNICH<br />

CONSOLIDATED BALANCE SHEET (IFRS)<br />

ASSETS Dec. 31, <strong>2008</strong> Dec. 31, 2007<br />

EUR EUR<br />

Non-current assets<br />

Intangible assets:<br />

- Film rights 2,050,247.66 3,173,554.741) - Goodwill 21,445,620.41 10,565,047.472) - Other intangible assets<br />

Property, plant and equipment<br />

15,571,997.23 4,076,703.13<br />

- Land and buildings 656,844.09 887,794.18<br />

- Furniture, fixture and fittings<br />

Financial assets:<br />

1,788,472.84 1,357,198.56<br />

- Investments 0.00 103,018.47<br />

- Other financial assets 19,341.13 33,604.15<br />

Deferred tax assets 1,648,513.11 1,831,605.05<br />

Total non-current assets 43,181,036.47 22,028,525.75<br />

Current assets<br />

Inventories 368,780.64 155,433.885) Trade receivables 17,904,192.10 12,221,984.754) Current income tax assets 2,120,036.35 505,361.98<br />

Other financial assets 0.00 4,367,251.40<br />

Cash and equivalents 17,473,824.89 18,954,809.44<br />

Other assets 2,894,061.00 1,395,822.45<br />

Total current assets 40,760,894.98 37,600,663.90<br />

TOTAL ASSETS 83,941,931.45 59,629,189.65


EQUITY AND LIABILITIES Dec. 31, <strong>2008</strong> Dec. 31, 2007<br />

EUR EUR<br />

Equity attributable to equity holders of the parent<br />

Subscribed capital 14,500,000.00 14,800,000.00<br />

Capital reserves 8,676,643.95 8,347,841.15<br />

Retained earnings 11,737,414.83 5,440,579.074) Other recognized gains and losses -8,139,210.43 -1,536,092.813) Total equity 26,774,848.35 27,052,327.41<br />

Non-current liablities<br />

Financial liabilities 8,376,911.17 2,104,705.27<br />

Other financial liabilties 2,896,812.08 0.00<br />

Deferred tax liabilties 6,773,340.40 2,023,219.59<br />

Total non-current liabilities 18,047,063.65 4,127,924.86<br />

Current liablities<br />

Other provisions 120,000.00 100,000.00<br />

Current income tax liabilities 1,488,331.93 1,151,075.84<br />

Financial liabilities 3,099,314.20 4,525,535.88<br />

Trade payables 26,258,929.89 19,142,107.944),5) Other liabilities to affiliates 0.00 32,705.39<br />

Other liabilties 8,153,443.43 3,497,512.33<br />

Total current liabilities 39,120,019.45 28,448,937.38<br />

TOTAL EQUITY AND LIABILITIES 83,941,931.45 59,629,189.65<br />

1) = Restatement persuant to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business enterprise<br />

in the amount of EUR 537,338.15<br />

2) = Restatement persuant to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business enterprise<br />

in the amount of EUR 165,058.87<br />

3) = Restatement persuant to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business enterprise<br />

in the amount of EUR 702,447.02<br />

4) = Error correction acc. to IAS 8: Correction in connection with Revenue Recognition policy of EUR 378,055.86<br />

5) = Error correction acc. to IAS 8: Correction in connection with purchase of shortterm filmrights of EUR 645,090.00<br />

31


32<br />

ADVANCED INFLIGHT ALLIANCE <strong>AG</strong>, MUNICH<br />

Statement of Changes in Non-Current Assets for Financial Year <strong>2008</strong> (IFRS)<br />

INTANGIBLE ASSETS:<br />

Jan.1, <strong>2008</strong> Changes of<br />

consol. Comp.<br />

At Cost of Acquisition or Production<br />

Additions Disposals Currency<br />

Differences<br />

Dec. 31, <strong>2008</strong><br />

EUR EUR EUR EUR EUR EUR<br />

Film rights 8,069,474.53 1) 0.00 54,719.96 2,500.00 0.00 8,121,694.49<br />

Goodwill 10,565,047.47 2) 14,796,485.87 0.00 0.00 -3,902,411.27 21,459,122.07<br />

Other intangible assets 5,935,919.17 15,168,983.73 1,089,742.99 25,328.20 -2,743,084.16 19,426,233.53<br />

24,570,441.17 29,965,469.60 1,144,462.95 27,828.20 -6,645,495.43 49,007,050.09<br />

PROPERTY, PLANT & EQUIPMENT:<br />

Land, similar rights and buildings 1,003,537.67 0.00 0.00 0.00 -314,362.25 689,175.42<br />

Operating and office equipment 2,990,156.20 258,349.58 1,628,906.17 1,092,521.40 -176,722.28 3,608,168.27<br />

3,993,693.87 258,349.58 1,628,906.17 1,092,521.40 -491,084.53 4,297,343.70<br />

FINANCIAL ASSETS:<br />

Investments 103,018.47 0.00 0.00 103,018.47 0.00 0.00<br />

Other financial assets 33,604.15 0.00 0.00 14,560.28 297.26 19,341.13<br />

136,622.62 0.00 0.00 117,578.75 297.26 19,341.13<br />

28,700,757.66 30,223,819.18 2,773,369.12 1,237,928.35 -7,136,282.70 53,323,734.92<br />

1) = Restatement persuant to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business enterprise of EUR 537,388.15<br />

2) = Restatement persuant to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business enterprise of EUR 165,058.87


Accumulated Depreciation Net Book Values<br />

Jan. 1, <strong>2008</strong> Additions Disposals Currency<br />

Differences<br />

Dec. 31, <strong>2008</strong> Dec. 31, <strong>2008</strong> Dec. 31, 2007<br />

EUR EUR EUR EUR EUR EUR EUR<br />

4,895,919.79 1,178,027.04 2,500.00 0.00 6,071,446.83 2,050,247.66 3,173,554.74 1)<br />

0.00 13,501.66 0.00 0.00 13,501.66 21,445,620.41 10,565,047.47 1)<br />

1,859,216.04 1,983,981.68 25,328.20 36,366.77 3,854,236.29 15,571,997.23 4,076,703.13<br />

6,755,135.83 3,175,510.38 27,828.20 36,366.77 9,939,184.78 39,067,865.30 17,815,305.34<br />

115,743.49 18,573.89 0.00 -101,986.04 32,331.34 656,844.09 887,794.18<br />

1,632,957.64 780,608.85 325,543.19 -268,327.87 1,819,695.43 1,788,472.85 1,357,198.56<br />

1,748,701.13 799,182.73 325,543.19 -370,313.91 1,852,026.77 2,445,316.93 2,244,992.74<br />

0.00 0.00 0.00 0.00 0.00 0.00 103,018.47<br />

0.00 0.00 0.00 0.00 0.00 19,341.13 33,604.15<br />

0.00 0.00 0.00 0.00 0.00 19,341.13 136,622.62<br />

8,503,836.96 3,974,693.12 353,371.39 -333,947.14 11,791,211.55 41,532,523.37 20,196,920.70<br />

33


34<br />

ADVANCED INFLIGHT ALLIANCE <strong>AG</strong>, MUNICH<br />

Statement of changes in non-current assets for financial year 2007 (IFRS)<br />

INTANGIBLE ASSETS:<br />

Jan. 1, 2007 Additions<br />

At Cost of Acquisition or Production<br />

Disposals/<br />

Reclassifications<br />

Currency<br />

differences Dec. 31, 2007<br />

EUR EUR EUR EUR EUR<br />

Film rights 9,380,134.41 94,392.52 1,405,052.40 0.00 8,069,474.53<br />

Goodwill 11,243,426.40 0.00 0.00 -165,058.88 1) 11,102,435.62<br />

Other intangible assets 6,061,639.44 39,338.60 0.00 -378,378.93 2) 6,100,978.04<br />

26,685,200.25 133,731.12 1,405,052.40 -843,437.81 25,272,888.19<br />

PROPERTY, PLANT & EQUIPMENT:<br />

Land, similar rights and buildings 1,003,537.67 0.00 0.00 0.00 1,003,537.67<br />

Operating and office equipment 2,377,079.92 641,731.76 28,655.48 0.00 2,990,156.20<br />

3,380,617.59 641,731.76 28,655.48 0.00 3,993,693.87<br />

FINANCIAL ASSETS:<br />

Other investments 2,390,871.70 71,642.07 2,355,690.75 -3,804.55 103,018.47<br />

Other financial assets 111,513.34 0.00 77,909.19 0.00 33,604.15<br />

2,502,385.04 71,642.07 2,433,599.94 -3,804.55 136,622.62<br />

32,568,202.88 847,104.95 3,867,307.82 -843,437.81 29,403,204.68<br />

1) = Restatement persuant to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business enterprise of EUR 537,388.15<br />

2) = Restatement persuant to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business enterprise of EUR 165,058.87<br />

6) = Error correction acc. to IAS 8: Correction of a write-up of non-current film rights in the amount of EUR -497,933.32


Jan. 1, 2007 Additions Disposals<br />

Accumulated depreciation Net book values<br />

Currency<br />

differences Dec. 31, 2007 Dec. 31, 2007 Dec. 31, 2006<br />

EUR EUR EUR EUR EUR EUR EUR<br />

5,716,522.66 6) 450,515.43 1,405,052.40 133,934.10 4,895,919.79 3,173,554.74 3,663,611.75 6)<br />

0.00 0.00 0.00 0.00 0.00 11,102,435.62 11,243,426.40<br />

1,040,258.52 814,167.37 0.00 4,790.15 1,859,216.04 4,241,762.00 5,021,380.92<br />

6,756,781.18 1,264,682.80 1,405,052.40 138,724.25 6,755,135.83 18,517,752.36 19,928,419.07<br />

10,051.57 21,641.10 0.00 84,050.82 115,743.49 887,794.18 993,486.10<br />

1,024,228.58 562,568.96 16,651.88 62,811.98 1,632,957.64 1,357,198.56 1,352,851.34<br />

1,034,280.15 584,210.06 16,651.88 146,862.80 1,748,701.13 2,244,992.74 2,346,337.44<br />

0.00 0.00 0.00 0.00 0.00 103,018.47 2,390,871.70<br />

0.00 0.00 0.00 0.00 0.00 33,604.15 111,513.34<br />

0.00 0.00 0.00 0.00 0.00 136,622.62 2,502,385.04<br />

7,791,061.33 1,848,892.86 1,421,704.28 285,587.05 8,503,836.96 20,899,367.72 24,777,141.55<br />

35


36<br />

ADVANCED INFLIGHT ALLIANCE <strong>AG</strong>, MUNICH<br />

Statement of changes in net equity including<br />

minority interest (IFRS)<br />

Subscribed capital<br />

(No-par value shares)<br />

Parent company<br />

Capital<br />

reserves<br />

Retained<br />

earnings<br />

Number EUR EUR EUR<br />

Balance as of December 31, 2006 16,239,562 16,239,562.00 7,103,814.62 4,791,828.31<br />

Issue of shares<br />

Acquisition/collection of treasury shares<br />

Dividend payments<br />

Changes in companies consolidated<br />

-1,439,562 -1,439,562.00 1,424,815.40 -2,678,588.49<br />

Acquisition of minority interest<br />

Currency-related Changes on purchase of Intangible Assets<br />

Other changes<br />

-180,788.87<br />

Net income/(loss) 3,327,339.254) Other group income<br />

Total recognized results 3,327,339.25<br />

Balance as of December 31, 2007 14,800,000 14,800,000 8,347,841.15 5,440,579.07<br />

Balance as of December 31, 2007<br />

Issue of shares<br />

14,800,000 14,800,000 8,347,841.15 5,440,579.07<br />

Acquisition/collection of treasury shares<br />

Currency-related Changes on purchase of Intangible Assets<br />

-300,000 -300,000 296,999.80 -534,568.46<br />

Stock Options<br />

Acquisition of minority interest<br />

Cash-Flow-Hedge less deferred taxes<br />

31,803.00<br />

Net income/(loss)<br />

Other group income<br />

6,831,404.22<br />

Total recognized results 6,831,404.22<br />

Balance as of December 31, <strong>2008</strong> 14,500,000 14,500,000 8,676,643.95 11,737,414.83<br />

3) = Error correction acc. to IAS 8: Correction according to IAS 21.47 in the connection with the acquisition of a foreign business<br />

enterprise of EUR -702,447.02<br />

4) = Error correction acc. to IAS 8: Correction in connection with Revenue Recognition policy of EUR -378,055.86


Adjustments<br />

from foreign<br />

currency<br />

translation<br />

Other recognized<br />

gains and losses<br />

Parent company Minority interest<br />

Other neutral<br />

transactions Total<br />

Equity in<br />

accordance<br />

with the<br />

consolidated<br />

balance sheet<br />

Minority<br />

capital<br />

Adjustments<br />

from foreign<br />

currency<br />

translationg<br />

Other recognized<br />

gains and losses<br />

Other neutral<br />

transactions Total<br />

Equity<br />

Consolidated<br />

equity<br />

EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR<br />

-459,610.83 0.00 -459,610.83 27,675,594.10 150,178.66 4,335.92 0,00 4,335,92 154,514,58 27,830,108,68<br />

-2,693,335.09 -2,693,335,09<br />

-180,788.87 -161,540.13 -161,540.13 -342,329.00<br />

-374.034.96 0.00 -374,034.96 -374,034.96 -4,335.92 -4,335.92 -4,335.92 -378,370.88<br />

3,327,339.25 11,361.47 11,361.47 3,338,700.72<br />

3,327,339.25 11,361.47 11,361.47 3,338,700.72<br />

-833,645.793) 0.00 -833,645.79 27,754,774.43 0.00 0.00 0.00 0.00 0.00 27,754,774.43<br />

-1,536,092.81 0.00 -1,536,092.81 27,052,327.41 0.00 0.00 0.00 0.00 0.00 27,052,327.41<br />

-537,568.66 -537,568.66<br />

-6,454,442.21 0.00 -6,454,442.21 -6,454,442.21 -6,454,442.21<br />

0.00 31,803.00 31,803.00<br />

0.00 -148,675.41 -148,675.41 -148,675.41 0.00 0.00 0.00 0.00 0.00 -148,675.41<br />

0,00 0.00 0.00<br />

6,831,404.22 0.00 0.00 6,831,404.22<br />

6,831,404.22 0.00 0.00 0.00 0.00 0.00 6,831,404.22<br />

-7,990,535.02 -148,675.41 -8,139,210.43 26,774,848.35 0.00 0.00 0.00 0.00 0.00 26,774,848.35<br />

37


38<br />

ADVANCED INFLIGHT ALLIANCE <strong>AG</strong>, MUNICH<br />

Consolidated Cash Flow Statement (IFRS)<br />

Jan. 1 - Dec. 31, <strong>2008</strong> Jan. 1 - Dec. 31, 2007<br />

TEUR TEUR<br />

Net Income 6,831 3,327 4.1)<br />

+ / - Adjustments to reconcile net income to net cash flows:<br />

+ Depreciation and impairment of property, plant and equipment 799 584<br />

+ Amortisation and impairment of intangible assets 3,175 1,265<br />

+ Share-based payments expense 32 0<br />

+ / - Other non-cash income and expense items 0 41<br />

- / + Gain on disposal of property, plant and equipment 767 -456<br />

- Finance income -348 -929<br />

+ Finance costs 1,011 574<br />

+ / - Movements in provisions 21 -403<br />

Working capital adjustments:<br />

- / + Movements in trade and other receivables and prepayments -6,848 1,057 4.2)<br />

+ / - Movements in trade and other payables 3,710 1,410 4.3)<br />

+ / - Movements in deferred taxes 4,933 -1,102<br />

- Income tax paid -1,576 -795<br />

= Net cashflows from operating activities 12,507 4,574<br />

Investing activities<br />

+ Proceeds from sale of property, plant and equipment 0 2,808<br />

- Purchase of property, plant and equipment -1,629 -682<br />

- Purchase of intangibles assets -1,144 -166<br />

- Acquisition of subsidiaries, net of cash -17,147 0<br />

+ Changes of other financial assets 3,680 13,268<br />

+ Interest received 343 929<br />

= Net cashflows from investing activities -15,898 16,157<br />

Financing activities<br />

+ Proceeds from borrowings 10,796 1,902<br />

- Repayment of borrowings -5,951 -13,432<br />

- Interest paid -1,013 -574<br />

- Purchase of own shares -538 -2,679<br />

= Net cashflows used in financing activities 3,294 -14,783<br />

= Net increase in cash and cash equivalents -96 5,948<br />

+ / - Changes in cash and cash equivalents -1,004 -1,085<br />

+ Cash and cash equivalents at 1st January 18,955 14,778<br />

+ Change in cash and cash equivalents due to basis of consolidation -381 0<br />

= Cash and cash equivalents at 31st December 17,474 19,642<br />

4.1) = Error correction acc. to IAS 8: Correction in connection with Revenue Recognition policy of EUR 378,055.86<br />

4.2) = Error correction acc. to IAS 8: Correction in connection with Revenue Recognition policy of EUR 3,395,906.97<br />

4.3) = Error correction acc. to IAS 8: Correction in connection with Revenue Recognition policy of EUR 3,017,851.11<br />

(A) = Included in the cash and cash equivalents as of 1 January are securities in the amount of EUR thsd. 687, which could be cashed at any time.


Publishing Information<br />

Editor:<br />

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Germany<br />

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info@aialliance.com<br />

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Corporate Design:<br />

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www.advanced-inflight-alliance.com

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