Financial Statements - IM Internationalmedia AG
Financial Statements - IM Internationalmedia AG
Financial Statements - IM Internationalmedia AG
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2000<br />
Annual Report 2000<br />
THE MOVIE PARTNER
<strong>Financial</strong> Calendar<br />
Contact<br />
11 May 2001<br />
Publication of the first quarter report for 2001<br />
28 June 2001<br />
Annual General Meeting<br />
19 August 2001<br />
Publication of the first half-year report for 2001<br />
16 November 2001<br />
Publication of the third quarter report for 2001<br />
28 February 2002<br />
Publication of preliminary figures for fiscal 2001<br />
14 March 2002<br />
Publication of figures for fiscal 2001<br />
8 May 2002<br />
Publication of the first quarter report for 2002<br />
12 June 2002<br />
Annual General Meeting<br />
8 August 2002<br />
Publication of the first half-year report for 2002<br />
14 November 2002<br />
Publication of the third quarter report for 2002<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
Investor Relations<br />
Cuvilliésstr. 25<br />
D - 81679 Munich<br />
Tel. +49 (89) 98 107-100<br />
Fax: +49 (89) 98 107-199<br />
www.internationalmedia.de<br />
E-Mail: info@internationalmedia.de<br />
Contents<br />
Multi-year Overview U 1<br />
Contents 3<br />
Letter to the Shareholders 4<br />
Annual Review 8<br />
Summary 10<br />
Annual Review of the <strong>Internationalmedia</strong> Group 12<br />
Special Topic of Current Interest 17<br />
Management Report 18<br />
Economic Environment 20<br />
Sales and Income Position 25<br />
Implementation of Controlling Models 3 1<br />
Balance Sheet Structure and Investments 33<br />
Cash Flow 35<br />
Acquisition of Film Rights 36<br />
Film Distribution 37<br />
Film Portfolio 38<br />
Staff 41<br />
Legal Corporate Structure 42<br />
Initial Public Offering 44<br />
Corporate Communication 45<br />
Risk Management 46<br />
Supplementary Information 49<br />
Outlook 50<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> Shares 52<br />
Responsibility to Shareholders 54<br />
Consolidated <strong>Financial</strong> <strong>Statements</strong> 58<br />
Consolidated Income Statement 61<br />
Consolidated Balance Sheet 62<br />
Cash Flow Statement 64<br />
Consolidated Statement of Shareholders` Equity 65<br />
Schedule of Fixed Asset Movements 66<br />
Notes to the Consolidated <strong>Financial</strong> <strong>Statements</strong> 68<br />
Auditors’ Opinion 102<br />
Report of the Supervisory Board 104<br />
Group Data 106<br />
Locations 108<br />
Group Structure 109<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> <strong>Financial</strong> <strong>Statements</strong> 110<br />
<strong>IM</strong> <strong>AG</strong> Balance Sheet 112<br />
<strong>IM</strong> <strong>AG</strong> Income Statement 114<br />
<strong>IM</strong> <strong>AG</strong> Notes to the <strong>Financial</strong> <strong>Statements</strong> 115<br />
<strong>IM</strong> <strong>AG</strong> Auditors’ Opinion 134<br />
Glossary U3<br />
Credits U3<br />
Key Year _ Stock Market Debut _ <strong>Financial</strong> <strong>Statements</strong> _ Internal Growth _ Shares _ Price Performance _ Neuer Markt _ Distribution Partner _ Cinem<br />
P<strong>AG</strong>E<br />
5
Sales to 2000 increased on average by nearly 50 %<br />
Leap in Sales expected for 2001<br />
[in million euros] Source: <strong>Internationalmedia</strong> Group<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
C<strong>AG</strong>R* = 48 %<br />
46.2 62.8 116.6 149.7 355.0<br />
1997 1998 1999 2000 2001 (e)<br />
Sales of 355.0 million euros<br />
are anticipated for 2001<br />
EBIT increased on average by nearly 140 %<br />
47 million euros are anticipated for 2001<br />
[in million euros] Source: <strong>Internationalmedia</strong> Group<br />
45<br />
40<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
C<strong>AG</strong>R* = 139 %<br />
2.0 6.3 13.0 27.5 47.0<br />
1997 1998 1999 2000 2001 (e)<br />
EBIT for 2001 is predicted<br />
at 47.0 million euros.<br />
Net income increased on average<br />
by almost 150 %<br />
[in million euros] Source: <strong>Internationalmedia</strong> Group<br />
25<br />
20<br />
15<br />
10<br />
5<br />
C<strong>AG</strong>R* = 147 %<br />
1997 1998 1999 2000<br />
Earnings per share increased<br />
on average nearly 140 %<br />
[in million euros] Source: <strong>Internationalmedia</strong> Group<br />
0,7<br />
0,6<br />
0,5<br />
0,4<br />
0,3<br />
0,2<br />
0,1<br />
C<strong>AG</strong>R* = 138 %<br />
0.05 0.15 0.31 0.67<br />
1997 1998 1999 2000<br />
C<strong>AG</strong>R* = Compounded Annual Grouth Rate<br />
1.3 3.8 7.5 19.7
P<strong>AG</strong>E<br />
4<br />
Letter to the Shareholders<br />
Dear Shareholders and Customers,<br />
Dear Partners and Colleagues,<br />
The year 2000 was a key year for <strong>Internationalmedia</strong>. This was the year when we made our<br />
stock market debut on 18 May 2000. We also wanted to live up to the high expectations of<br />
the international financial markets. Both of these objectives were achieved and we are privileged<br />
to look back on a particularly successful year of business.<br />
The predictions for growth and earnings made in the <strong>Financial</strong> <strong>Statements</strong> for the year 2000<br />
speak for themselves: Sales increased by nearly 30 percent to 149.7 million euros and our<br />
net income rose by more than 160 per cent to 19.7 million euros. It was particularly pleasing<br />
that all our business segments made a positive contribution to earnings. Furthermore, we<br />
achieved this outstanding result despite incurring additional costs in the short-term by doubling<br />
our team to 88 employees. This expansion safeguards profitable internal growth into the<br />
future. Our superb team will continue to work with commitment and motivation to ensure that<br />
our company rises to new pinnacles of achievement.<br />
Florian Bollen, born in 1965, 1992<br />
Master of Business Administration (MBA);<br />
until 1998 management functions with<br />
CLT Ufa International and Premiere<br />
Medien GmbH (Bertelsmann), until 2000<br />
CEO of MTG Acquisitions, London, since<br />
2000 Chairman of the Board of Management<br />
of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>. Area<br />
of responsibilitiy: strategic consulting,<br />
internet, investor relations.<br />
GOOD SHARE PRICE PERFORMANCE<br />
We were delighted that following only eight months of trading since our stock market listing<br />
in May, our shares achieved a price of 43 euros at the close of the year. This represents<br />
an increase in price of almost 35 percent. Unfortunately we were not quite so successful in<br />
carrying over this positive price performance into the first months of 2001. The turbulence<br />
in Frankfurt’s Neuer Markt has had an impact on our company, even though our corporate<br />
concept is geared towards expansion and this has been taken up positively by the capital<br />
markets.<br />
GLOBAL GROWTH<br />
During recent years, and particularly during fiscal 2000, we intensified regional contacts<br />
with major film distribution partners as well as establishing new contacts. We have excellent<br />
business contacts with virtually all the major American studios and we are in business with<br />
most of them. Contacts with the biggest film distributors in nearly all territories are also<br />
strong. This places us in the position of being able to benefit from global growth in the media<br />
markets and to operate irrespective of regional trends and developments.<br />
Moritz Bormann, born in 1955,<br />
studied directing at the American Film<br />
Institute LA; since 1997 CEO of Pacifica<br />
Film Distribution LLC, Pacifica Film<br />
Development Inc. and Onda Entertainment<br />
Inc., LA, since 2000 Deputy Chairman<br />
of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>. Area of<br />
responsibility: coordination and monitoring<br />
of US productions, film financing, mergers<br />
and acquisitions.<br />
Guy East, born in 1951, studied English<br />
and European Law; distribution manager<br />
at ITC Films international and head of<br />
distribution and marketing at Goldcrest<br />
Films International, 1985 appointed the<br />
first British director of the American Film<br />
Marketing Association, later Managing<br />
Director of Carolco Films International,<br />
1995 foundation of Majestic Films International,<br />
1996 foundation of Intermedia<br />
Film Equities Ltd, London, together<br />
with Nigel Sinclair, since 2000 Member of<br />
the Board of Management of <strong>IM</strong> <strong>Internationalmedia</strong><br />
<strong>AG</strong>. Area of responsibility:<br />
development and acquisition of European<br />
film productions, global distribution.<br />
s _ Golden Globe _ Enigma _ Media Company _ TV Business _ Internet _ Integration _ Goals _ Key Year _ Stock Market Debut _ <strong>Financial</strong> <strong>Statements</strong> _ Internal Growth _ Shares _ Price Performancer _ Neuer Markt _ Distribution Partner _ Cinema Films _ Golden Globe _ Enigma _ Media Company _<br />
P<strong>AG</strong>E<br />
5
P<strong>AG</strong>E<br />
6<br />
FIRST-CLASS STAFF<br />
Our first-class employees are our most important capital resource in the development and<br />
sales of our internationally successful cinema films. We ensure that the risks generally<br />
associated with the film business are kept to a minimum and we are proud to have outstanding<br />
sector experts in all key positions. The core business of film development is not the<br />
only area to have been strengthened. Management functions for organization, development<br />
and sales have also undergone successful expansion. This means we are ideally placed to<br />
tackle the challenges of the future with the necessary capacity to take on other ambitious<br />
projects.<br />
The team has also demonstrated exceptional dedication and we were again able to celebrate<br />
numerous successes during the course of the year 2000.<br />
CINEMA FILMS WITH INTERNATIONAL SUCCESS<br />
Highlights include the Golden Globe awarded to Renée Zellweger as best actress for her<br />
role in “Nurse Betty” and “Enigma”, the opening film of the Sundance Film Festival, which<br />
received outstanding reviews from the critics. Our film “The Wedding Planner” was a big<br />
box office hit in the USA. All these top achievements continue to position <strong>Internationalmedia</strong><br />
as a media company with the highest quality standards.<br />
Andreas Konle, born in 1970, studied<br />
business administration, 1998 Certified Public<br />
Accountant (CPA), until 2000 worked with<br />
accountants KPMG Deutsche Treuhand-<br />
Gesellschaft <strong>AG</strong> Wirtschaftsprüfungsgesellschaft,<br />
specialist areas: auditing individual<br />
accounts and Consolidated <strong>Financial</strong><br />
<strong>Statements</strong> in conformity with the German<br />
Commercial Code (HGB) and US GAAP,<br />
issues relating to group strategy, auditing<br />
and consulting in conjunction with stock<br />
market listings, company valuations and due<br />
diligence, since 2000 Member of the Board of<br />
Management of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>.<br />
Area of responsibility: finance, management,<br />
personnel.<br />
ENTRY INTO THE TV BUSINESS<br />
Naturally, as an innovative media company we need to think and act with a vision of the<br />
future. We must expand the value of our core business. Entry into the TV business is the first<br />
step in this quest. It is clear from the intensive development of cinema films that this expansion<br />
of our business can bring significant benefits to <strong>Internationalmedia</strong>. Projects which are not<br />
finally suitable for cinema may be attractive for TV presentation, and we plan to pursue this<br />
avenue.<br />
Initial successes have already prompted us to consider further integration of innovative areas,<br />
such as internet, broadband and soundtrack. Whilst we, of course, review each individual<br />
option, we do not wish to depart very far from our core business, film development and<br />
film distribution, since this is where we have built an excellent position that we now plan to<br />
expand strategically.<br />
Finally, I should like to conclude by expressing my sincere thanks once again to all shareholders,<br />
employees, colleagues and customers for the confidence they have placed in <strong>Internationalmedia</strong>,<br />
the commitment they have given, and the loyalty they have shown. You can<br />
be confident that we will continue to achieve our ambitious goals as quickly as possible in<br />
your interest.<br />
Florian Bollen<br />
Chairman of the Board of Management<br />
Annual<br />
R e v i e w<br />
Nigel Sinclair, born in 1948, studied<br />
economics and law, Master of Law<br />
(Columbia University School of Law); until<br />
1989 lawyer with the English law firm Denton<br />
Hall Burgin & Warrens, establishing an office<br />
in LA in 1981, 1989 founded the law firm<br />
Sinclair Tenenbaum & Co., Beverly Hills,<br />
1996 founded Intermedia Film Equities Ltd,<br />
London, together with Guy East, since<br />
2000 Member of the Board of Management<br />
of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>. Area of<br />
responsibility: film distribution in North<br />
America, contacts with the US film industry.<br />
iness _ Internet _ Integration _ Goals _ Key Year _ Stock Market Debut _ <strong>Financial</strong> <strong>Statements</strong> _ Internal Growth _ Shares _ Price Performancer _ Neuer Markt _ Media Company _ Cinema _ Internal Growth _ Shares _ Price Performance _ Neuer Markt _ Distribution Partner _ Cinema Films<br />
P<strong>AG</strong>E<br />
7
P<strong>AG</strong>E<br />
8<br />
Annual<br />
R e v i e w<br />
“Love’s Labour’s Lost” is a bitter-sweet comedy about love and romance<br />
in which four well intentioned but misguided young men discover the<br />
impossibility of denying the power of true love..<br />
The King of Navarre (Alessandro Nivola) and his three companions<br />
publicly swear an oath to study together and to renounce women for<br />
three years, but their honour is soon put to the test by the arrival of the<br />
Princess of France (Alicia Silverstone) and her three lovely companions.<br />
It’s love at first sight for all concerned followed by the men’s highly<br />
entertaining but hopeless efforts to disguise their feelings.<br />
ANNUAL REVIEW<br />
MM. REPORT<br />
„Love’s Labour’s Lost“ > 2000<br />
Annual Review<br />
Alicia Silverstone<br />
Alessandro Nivola<br />
SHARE<br />
nes _ Actors _ Film scripts _ Financing _ Marketing _ Advantage _ Stock Market Listing _ International _ Growth _ Renée Zellweger _ First Look Deal _ London _ Telltale Films _ Production company _ The Quiet American _ Cooperation _ Projects _ MIFED _ Box TV _ USA _ Europe _ Earnings _ Expan<br />
P<strong>AG</strong>E<br />
9
P<strong>AG</strong>E<br />
10<br />
A n n u a l R e v i e w<br />
Summary<br />
The <strong>Internationalmedia</strong> Group is a leading development, finance and global<br />
distribution company for American feature films. The business focus of the <strong>Internationalmedia</strong><br />
Group can be defined as follows:<br />
The value-added chain of <strong>Internationalmedia</strong> begins with reading several hundred film scripts<br />
each year. This forms the basis on which we identify and develop promising cinema projects.<br />
When suitable film scripts have been identified, <strong>Internationalmedia</strong> develops project proposals<br />
with possible actors, directors and producers. These projects are presented and marketed at<br />
international film festivals such as Cannes, MIFED and the American Film Market. Acquisition<br />
of film scripts and subsequent production financing may give <strong>Internationalmedia</strong> general<br />
copyrights, the exploitation rights in the films, and some associated rights, e.g. soundtrack<br />
and merchandising.<br />
These rights are then offered under licence to a wide range of national distribution partners.<br />
The minimum guarantee contracts concluded for the licensed territories and additional estimates<br />
of proceeds will usually be in excess of the production costs for the film before the banks or<br />
media funds will assume responsibility for financing the films. This is when production can really<br />
begin. As a result of our outstanding reputation and many years of management experience<br />
we are supported in the provision of finance by first-class partners including Société Générale,<br />
Chase Manhattan, Union Bank of California and <strong>IM</strong>F Medienfonds.<br />
The Marketing Department of <strong>Internationalmedia</strong> assists local partners in marketing films<br />
and advises on optimum national presentation for the films. As soon as cinema revenues<br />
or subsequent film exploitation achieve the agreed threshold amount, <strong>Internationalmedia</strong><br />
participates in the additional profit on a contractually agreed basis.<br />
A big advantage in the business model of <strong>Internationalmedia</strong> is the low volume of equity<br />
capital tied up and the low prefinancing costs. This is because production costs are in<br />
general covered by bank financing, and the interest incurred in production is a budget item.<br />
This permits a large number of film productions in relation to the capital deployed. A further<br />
advantage is that the risks of film production are largely minimised because the completion<br />
bond guarantees the finalisation of film projects and <strong>Internationalmedia</strong> practically bears none<br />
of this risk. Production costs are partly covered by film funds like <strong>IM</strong>F Medienfonds.<br />
<strong>Internationalmedia</strong> divisions have the following sources of income:<br />
- reimbursement of project development costs plus a fee from the film budgets,<br />
- financing charges, also known as financing fees, for organisation and provision of<br />
the resources required to finance production,<br />
- sales commissions on the world sales revenues derived from the films,<br />
- potential profit-sharing in successful films and<br />
- revenues from reissue sales rights that revert to <strong>Internationalmedia</strong> following expiry<br />
of the original licence period and which can then be relicensed.<br />
n _ Business _ Investment _ Development _ Deal _ Entertainment _ Cannes _ Actors _ Film scripts _ Financing _ Marketing _ Advantage _ Stock Market Listing _ International _ Growth _ Renée Zellweger _ First Look Deal _ London _ Telltale Films _ Production company _ The Quiet American _ Coope<br />
P<strong>AG</strong>E<br />
11
P<strong>AG</strong>E<br />
12<br />
A n n u a l R e v i e w<br />
Annual Review of the<br />
<strong>Internationalmedia</strong> Group<br />
MARCH 2000<br />
ANNOUNCEMENT OF THE PLANNED STOCK MARKET LISTING<br />
Intermedia Munich plans to take a stock market listing during the first half of 2000. The<br />
intention is for shares in the international company to be quoted on the Neuer Markt in<br />
Frankfurt. The company will use the additional capital to expand its leading international<br />
market position.<br />
MAY 2000<br />
STRONG GROWTH IN THE FIRST QUARTER<br />
<strong>Internationalmedia</strong> presents good growth figures in the first quarter of 2000. This enables<br />
the Group to announce an increase in sales revenues from 3.7 million euros (pro forma) to<br />
approximately 36.0 million euros (pro forma) for the period 1 January to 31 March 2000.<br />
AWARD IN CANNES<br />
<strong>Internationalmedia</strong> Film “Nurse Betty” wins the Best Screenplay Award at the Cannes Film<br />
Festival. Renée Zellweger and Morgan Freeman play the lead roles in this fast-moving<br />
comedy directed by Neil LaBute.<br />
SUCCESSFUL STOCK MARKET LISTING CONCLUDED<br />
<strong>Internationalmedia</strong> celebrates the successful launch of their shares (securities code<br />
WKN 548 880) on the Frankfurt Stock Exchange on 18 May 2000. Under the management<br />
of DG Bank and BNP Paribas a total of 6,502,500 no-par-value bearer shares are placed<br />
between 9 and 16 May 2000. The issue volume on first-time listing is approximately<br />
197.1 million euros.<br />
JUNE 2000<br />
NEW PRODUCTION <strong>AG</strong>REEMENT IN THE USA<br />
Conclusion of an exclusive First Look Deal with Mark Johnson Productions gives <strong>Internationalmedia</strong><br />
access to rights for all levels of exploitation in the films of this production company.<br />
SURPLUS ALLOCATION EXERCISED<br />
<strong>Internationalmedia</strong> exercises in full the surplus allocation option (Greenshoe) triggered in<br />
May during the stock market listing. Based on the current stock market capitalisation, <strong>Internationalmedia</strong><br />
ranks as the second strongest media stock behind EM.TV in the Neuer Markt.<br />
The additional capital will be used to expand existing core business and for branching out<br />
into lucrative new areas of business.<br />
HONOUR FOR SERVICES TO FILM INDUSTRY<br />
Nigel Sinclair, member of the Board of Management of <strong>Internationalmedia</strong> and Chairman of<br />
the Board of Management of subsidiary Intermedia Film Equities in London, is awarded the<br />
distinction of Commander of the British Empire (CBE) by Queen Elizabeth II. This award is<br />
made for his services in California to the British film industry.<br />
JULY 2000<br />
<strong>IM</strong>PORTANT MAN<strong>AG</strong>EMENT APPOINTMENT<br />
Jere Hausfater, Executive Vice President for Film Purchasing and Business Affairs at<br />
Buena Vista Film Sales, the global sales arm of the Disney Group, joins <strong>Internationalmedia</strong>.<br />
He will be responsible for acquisition of quality feature films and the international distribution<br />
and marketing of all our films.<br />
nes _ Actors _ Film scripts _ Financing _ Marketing _ Advantage _ Stock Market Listing _ International _ Growth _ Renée Zellweger _ First Look Deal _ London _ Telltale Films _ Production company _ The Quiet American _ Cooperation _ Projects _ MIFED _ Box TV _ USA _ Europe _ Earnings _ Expan<br />
P<strong>AG</strong>E<br />
13
P<strong>AG</strong>E<br />
14<br />
A n n u a l R e v i e w<br />
ADDITIONAL COOPERATION PARTNERSHIP<br />
IN THE UK<br />
A First Look Deal has been concluded between <strong>Internationalmedia</strong> and Kate Winslet/Jim<br />
Threapleton (Telltale Films). Under the agreement, Telltale Films will offer <strong>Internationalmedia</strong><br />
their rights, giving <strong>Internationalmedia</strong> access to distribution rights.<br />
AUGUST 2000<br />
NEW PRODUCER <strong>AG</strong>REEMENT<br />
IN THE USA<br />
<strong>Internationalmedia</strong> concludes an additional exclusive First Look Deal with production company<br />
Saturn Pictures, operated by Nicolas Cage and his partner Norm Golightly. The deal with Saturn<br />
Pictures is another producer agreement giving <strong>Internationalmedia</strong> distribution rights in films<br />
in return for a share in development costs.<br />
SEPTEMBER 2000<br />
NEW FILM PROJECT<br />
Producers Sydney Pollack and Anthony Minghella are to produce a film starring Michael<br />
Caine and Brendan Fraser entitled “The Quiet American” for <strong>Internationalmedia</strong>, based on a<br />
short story by Graham Greene. <strong>Internationalmedia</strong> holds the exploitation rights in this film.<br />
OCTOBER 2000<br />
COOPERATION AND SALES<br />
PARTNERSHIP<br />
<strong>Internationalmedia</strong> concludes a First Look Deal with production company C-2 Pictures.<br />
Initial projects will be sequels to Box office hits “Basic Instinct” with Sharon Stone in 2001<br />
and “The Terminator” in 2002 with Arnold Schwarzenegger. A joint venture has also been<br />
agreed with Constantin Film <strong>AG</strong> for world distribution of two international cinema films.<br />
PRESENTATION OF NEW FILM PROJECTS<br />
AT THE FILM MARKET IN MILAN<br />
<strong>Internationalmedia</strong> presents seven high-quality film projects with great potential at the MIFED<br />
International Milan Film Market. Projected sales from these projects run to 230 million US<br />
dollars.<br />
NOVEMBER 2000<br />
ENTRY INTO<br />
TV PRODUCTION<br />
Acquisition of a 24.9 per cent stake in Box TV Ltd lays the foundation stone for <strong>Internationalmedia</strong>’s<br />
expansion into television. Box TV Ltd is planning three projects for Channel 4 and is<br />
currently in negotiations with BBC, ITV and BSkyB, while also talking to television companies in<br />
the USA and Europe. <strong>Internationalmedia</strong> will market the distribution rights for some of the<br />
productions from Box TV Ltd.<br />
n _ Business _ Investment _ Development _ Deal _ Entertainment _ Cannes _ Actors _ Film scripts _ Financing _ Marketing _ Advantage _ Stock Market Listing _ International _ Growth _ Renée Zellweger _ First Look Deal _ London _ Telltale Films _ Production company _ The Quiet American _ Coope<br />
P<strong>AG</strong>E<br />
15
P<strong>AG</strong>E<br />
16<br />
A n n u a l R e v i e w<br />
SUCCESSFUL JOINT-VENTURE<br />
PARTNERSHIP<br />
On the basis of a good experience with the existing Second Look Deal, <strong>Internationalmedia</strong><br />
expands the relationship with Outlaw Productions and concludes a First Look Deal for future<br />
projects.<br />
OUTSTANDING FIGURES<br />
AFTER NINE MONTHS<br />
After only nine months, <strong>Internationalmedia</strong> has already exceeded projected net income for<br />
the year. Sales revenues have doubled over the same period for 1999 and pre-tax earnings<br />
have also undergone a substantial hike over the previous half-year period. Consolidated<br />
net income of 11.2 million euros is a particularly gratifying result, since it exceeds the projected<br />
annual result which has been in the region of 10.6 million euros.<br />
FURTHER <strong>IM</strong>PORTANT<br />
MAN<strong>AG</strong>EMENT APPOINTMENTS<br />
<strong>Internationalmedia</strong> concludes a contract with Basil Iwanyk. Previously he has been Vice<br />
President for Production at Warner Brothers and now takes responsibility for productions at<br />
<strong>Internationalmedia</strong>. Iwanyk will focus on monitoring complex film projects with big commercial<br />
potential. Michael Dragotto, former Vice President at Buena Vista Film Sales, also joins the<br />
team at <strong>Internationalmedia</strong>. He will have responsibility for ongoing expansion of the fastgrowing<br />
international distribution business under Jere Hausfater.<br />
Special Topic of<br />
Current Interest<br />
Investment in Box TV Ltd<br />
The acquisition of a 24.9 per cent interest in Box TV Ltd enabled <strong>Internationalmedia</strong> to join<br />
forces with a reliable joint-venture partner in TV productions. The goal is to make this new<br />
business area a driving force in the production of television content. This is a natural business<br />
development for <strong>Internationalmedia</strong> where some of the projects developed for cinema may<br />
finally be more suitable for TV.<br />
Box TV Ltd is a new production company run by the former Head of Drama at Channel 4<br />
in the UK, Gub Neal. Some of Gub Neal’s successes include “Cracker” from his time as an<br />
Executive Producer at TV broadcaster Granada. The format for this series was sold to US TV<br />
network and retitled “Fitz”. It became the biggest worldwide selling drama series originated<br />
from the UK. <strong>Internationalmedia</strong> supports Box TV Ltd with operating capital and development<br />
finance and will take care of distribution of their productions. <strong>Internationalmedia</strong> also retains<br />
an option to increase its holding in the company.<br />
Box TV Ltd has already received a production order for Channel 4. Further deals are about to<br />
be concluded with two other UK broadcasters and a US TV company. Projects with other<br />
television producers specializing in documentary, entertainment and children’s programming<br />
are in discussion.<br />
ion _ Projects _ MIFED _ Box TV _ USA _ Europe _ Earnings _ Expansion _ Business _ Investment _ Development _ Deal _ Entertainment _ Cannes _ Actors _ Film scripts _ Financing _ Marketing _ Advantage _ Stock Market Listing _ International _ Growth _ Renée Zellweger _ First Look Deal _ Lo<br />
M M<br />
R e p o r t<br />
P<strong>AG</strong>E<br />
17
P<strong>AG</strong>E<br />
18<br />
M M<br />
R e p o r t<br />
No one understands love and romance like Mary<br />
Fiore (Jennifer Lopez) who is the most prestigious<br />
wedding planner in San Francisco and specializes<br />
in making everyone else’s dreams of love come<br />
true, but not her own. After a chance meeting with<br />
a handsome doctor Steve (Matthew McConaughey)<br />
Mary thinks that she has found her own true love<br />
and finally it looks as though there could be a<br />
man in her life. That is until she discovers she<br />
has just fallen for the fiancé of her newest and<br />
most important client, and she is soon to realize<br />
that; sometimes the journey to the altar can be<br />
more eventful than the marriage that follows.<br />
ANNUAL REVIEW<br />
MM. REPORT<br />
SHARE“The<br />
Wedding Planner“ > 2000<br />
MM. Report<br />
Jennifer Lopez<br />
Matthew McConaughey<br />
FINANCIAL STATEMENTS<br />
erview _ DVD _ Increase _ Visitor Number _ Cinema Density _ Cinema Screen _ Movies _ Holland _ Major Studios _ Film Distributors _ Film Titles _ New Technology _ Market _ Trend _ Turnover _ Growth _ Position _ Sales Trend _ High Quality _ <strong>Internationalmedia</strong> _ North America _ Share _ EBIT<br />
SEITE<br />
19
P<strong>AG</strong>E<br />
20<br />
M M . R e p o r t<br />
Economic Environment<br />
Market Overview<br />
The international entertainment market is continuing to grow and this is<br />
having a positive effect both on the cinema market and on the video, DVD<br />
and TV markets.<br />
INCREASED TICKET PRICES AND INCREASED TICKET<br />
SALES IN THE USA AND EUROPE<br />
The world's cinema industry can look back at a number of successful years. In overall terms,<br />
between 1995 and 2000, cinema ticket sales rose by 36 per cent in the USA and by 39 per<br />
cent in Europe. This increase is due in part to a higher spend on leisure activities generally,<br />
but other factors include the extensive refurbishment of film theatres, the development of<br />
multi-screen cinemas and more hit films. In the USA and Europe higher ticket prices were<br />
more significant than the increase in tickets sales in accounting for average annual increases<br />
in revenue of 5.3 per cent and 5.6 per cent respectively.<br />
USA: Increasing cinema revenues from higher ticket prices<br />
and greater visitor numbers Source: MPA Worldwide Market Research<br />
8.000<br />
7.000<br />
6.000<br />
5.000<br />
4.000<br />
3.000<br />
2.000<br />
1.000<br />
5,500 5,900 6,400 6,900 7,300 7,500<br />
1,300 1,300 1,400 1,500 1,500 1,600<br />
1995 1996 1997 1998 1999 2000<br />
Visitor Numbers (in million) Ticket Sales (in million USD)<br />
DjW *: 3.5 % DjW *: 5.3 %<br />
* DjW: Average annual growth rates<br />
HIGHEST CINEMA DENSITY IN AMERICA<br />
We only have to look at a comparison of cinema density to see that cinema in America<br />
occupies a much more prominent position as a leisure pastime than in Europe. According<br />
to the latest statistics, there are an average of 3.5 cinemas per 100,000 inhabitants in<br />
the USA, whereas in the EU member states there are around 2.8 cinemas for the same<br />
number of people, some 20 per cent fewer.<br />
A comparison of cinema screens shows an even greater divergence. Whereas in the USA<br />
the statistics for 1998 show one screen per 7,900 inhabitants, for Europe the figure was<br />
one for every 16,500.<br />
Europe: Increasing ticket sales responsible<br />
for increased cinema receipts Source: European Cinema Yearbook<br />
5.000<br />
4.000<br />
3.000<br />
2.000<br />
1.000<br />
3,017 3,375 3,732 4,039 4,120 4,202<br />
663 708 761 819 812 832<br />
1995 1996 1997 1998 1999 2000<br />
Visitor Numbers (in million) Ticket Sales (in million 8)<br />
DjW *: 3.9 % DjW *: 5.6 %<br />
* DjW: Average annual growth rates<br />
ures _ Income before tax _ Corporation Tax _ <strong>Financial</strong> Year _ Earnings per Share _ Positive Income _ Owned Films _ Nurse Betty _ Library Rights _ Serviced Films _ After Image _ Financing Income _ Synergy _ Integration _ Target _ Net Assets _ Shareholder _ Management _ Investment _<br />
P<strong>AG</strong>E<br />
21
P<strong>AG</strong>E<br />
22<br />
M M . R e p o r t<br />
AMERICAN MOVIES DOMINANT IN EUROPE<br />
US productions account for some 75 percent of European box office receipts. With the<br />
highest share in the Netherlands, at approximateley 90 per cent and the lowest in Austria,<br />
at around 55 per cent.<br />
Share of US movie productions<br />
in European box office receipts<br />
Holland<br />
Germany<br />
UK<br />
Spain<br />
Denmark<br />
Sweden<br />
Belgium<br />
Finland (1997)<br />
Switzerland<br />
Luxembourg (1997)<br />
Italy<br />
France<br />
Austria (1997)<br />
Source: European Cinema Yearbook, 1998<br />
0 10 20 30 40 50 60 70 80 90<br />
89.8 %<br />
83.9 %<br />
82.0 %<br />
78.6 %<br />
77.8 %<br />
76.3 %<br />
76.1 %<br />
73.1 %<br />
72.3 %<br />
68.4 %<br />
65.2 %<br />
64.0 %<br />
55.0 %<br />
<strong>IM</strong>PROVED MARKET SITUATION FOR<br />
INDEPENDENT DISTRIBUTORS<br />
Whereas sales earnings outside the USA for the seven major US film production companies<br />
– or major studios as they are known – dropped by approximately 2 per cent to 2.85 billion<br />
USD from 1999 to 2000, the independent distribution companies managed to increase their<br />
sales in the same period by approximately 22 per cent to 2.79 billion USD.<br />
International Market offers excellent opportunities<br />
for independent film distributors Source: MPA, AFMA<br />
30<br />
20<br />
10<br />
0<br />
-10<br />
-20<br />
-30<br />
+ 22 %<br />
- 2 %<br />
1999 2000<br />
independent<br />
film distribution companies (AFMA),<br />
international market volume:<br />
2.79 billion USD<br />
sales by Major Studios (MPA),<br />
international market volume:<br />
2.85 billion USD<br />
This development highlights the fact that the international film market outside the USA is<br />
growing and that the independent distributors in particular are benefiting from this shift.<br />
<strong>Internationalmedia</strong> anticipates that in 2001 the turnover of the independent distributors on<br />
the international market will exceed that of the major studios for the first time.<br />
Yet the USA market is also seeing a shift towards independent distribution companies. In<br />
1999, approximateley 53 per cent of all film titles were marketed in the US by independent<br />
distributors, a figure which is already 10 per cent higher than in 1995.<br />
nsparency _ Investor _ Net Operating Income _ Film Portfolio _ Assets _ Los Angeles _ IPO _ Balance Sheet _ Liability _ Expansion _ Cash Flow _ Financing Activities _ Operating Activities _ Acquisition _ Producer _ Partnership _ Success _ Film Distribution _ Growth Phase _ European Market _<br />
P<strong>AG</strong>E<br />
23
P<strong>AG</strong>E<br />
24<br />
M M . R e p o r t<br />
Positive Influence of<br />
New Technologies<br />
DVD BOOM ENSURES ADDITIONAL INCOME<br />
The film industry has been boosted in particular by the rapid development of DVD (Digital<br />
Versatile Disc) technology. According to one survey experts anticipate DVD sales of around<br />
65 billion USD in 2010, a sevenfold increase on 2000. Today, just four years since DVD<br />
was first launched on the market, some 14 million US households own a DVD player. By<br />
comparison, the number of video recorders sold in the eighties reached 2 million and the<br />
number of CD players 4 million.<br />
Forecast international<br />
DVD market volumes<br />
[in billion USD] Source: Baskerville Communication Corp.<br />
60 6<br />
50 5<br />
40 4<br />
30 3<br />
20 2<br />
10 1<br />
9.06 47.93 64.65<br />
INTERNET TV BECOMING AN<br />
ESTABLISHED TRANSMISSION FORMAT<br />
8.19 40.64 52.29<br />
0.87 7.29 12.36<br />
2000 2005 2010<br />
Acquisitions Rental<br />
Internet TV represents another technology with healthy growth prospects. In 2000, 16.6 million<br />
internet users throughout the world generated a turnover of 22 million USD in the Internet TV<br />
sector - and the trend is upwards. Industry experts forecast that in eight years' time 109.9<br />
million Internet users will generate revenues of 7.1 billion USD worldwide. Growth in this area<br />
is directly proportional to the demand for programmes in this sector, meaning that demand<br />
for audiovisual content from independent film distribution companies is set to rise.<br />
Forecast development of the Internet TV market<br />
[in billion USD] Source: Paul Kagan Associates Inc. (1999)<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0.01 0.22 1.01 2.55 4.57 7.10<br />
1998 2000 2002 2004 2006 2008<br />
2.4 16.6 42.8 70.8 90.2 109.9<br />
Internet TV users in millions<br />
Sales and<br />
Income Position<br />
Continued Profitable Growth<br />
In the financial year 2000 <strong>Internationalmedia</strong><br />
succeeded in expanding its<br />
market position as a leading international<br />
company developing and distributing<br />
high-quality feature films. Compared<br />
with the previous year (unless otherwise<br />
stated, the previous year's figures relate<br />
to the pro forma Consolidated <strong>Financial</strong><br />
<strong>Statements</strong> as at 31.12.1999) group sales<br />
rose by 34.0 million euros to just under<br />
149.7 million euros.<br />
Sales trend<br />
me Cinema Sector _ Sales Activities _ Sundance Film Festival _ Portfolio _ Owned Films _ The Wedding Planner _ Blow Dry _ Nurse Betty _ Where the Heart Is _ After Image _ Staff _ Employees _ Motivation _ Share Option Scheme _ Value _ Parent Company _ <strong>IM</strong> Filmproduktions- und Vertriebs GmbH<br />
[in million 8]<br />
160.0<br />
140.0<br />
120.0<br />
100.0<br />
80.0<br />
60.0<br />
40.0<br />
20.0<br />
115.7 149.7<br />
1999 2000<br />
P<strong>AG</strong>E<br />
25
P<strong>AG</strong>E<br />
26<br />
M M . R e p o r t<br />
SALES BY REGION<br />
Compared with last year, <strong>Internationalmedia</strong> increased sales by a total of 29 per cent. In North<br />
America, sales increased by just under 33 per cent to a total of 42.0 million euros. The European<br />
share of sales income rose in the financial year 2000 by 19 per cent to 71.9 million euros,<br />
while in Asia sales fell 8.2 per cent to 9.0 million euros.<br />
2000 1999 Change Share<br />
[in T8] [in T8] [in T8] [in %] [in %]<br />
Europe 71,852 60,477 11,375 18.8 48.0<br />
North America 41,996 31,674 10,322 32.6 28.1<br />
Asia 9,019 9,829 -810 -8.2 6.0<br />
Other regions 13,222 8,865 4,357 49.1 8.8<br />
Finance charges 13,573 4,875 8,698 178.4 9.1<br />
Total 149,662 115,720 33,942 29.3 100.0<br />
Significantly Improved<br />
Income Position<br />
Compared with the previous year, the EBIT increased by more than 110 per cent to 27.5 million<br />
euros. This figure includes the extraordinary effect of the one-off exchange rate gain of<br />
5.9 million euros, which is shown under other trade income.<br />
Income before tax rose to 33.2 million euros, a threefold increase. Income after tax<br />
increased to 19.7 million euros, a figure which includes the extraordinary effect of a reduction<br />
in corporation tax to 25 per cent.<br />
Significantly improved income position<br />
[in million 8]<br />
35.0<br />
30.0<br />
25.0<br />
20.0<br />
15.0<br />
10.0<br />
5.0<br />
12.9 27.5 11.0 33.2 7.5 19.7<br />
EBIT result result<br />
before tax after tax<br />
1999 2000<br />
Effects of the Corporate<br />
Tax Reform Act<br />
Income after tax is currently subject to release of deferred taxation. Also, as a result of<br />
the reduction in corporation tax to 25 per cent as part of the overall corporation taxation<br />
reforms, a net liability of approximately 2.0 million euros results from the application of<br />
the lower tax rate when capitalising the losses carried forward.<br />
o. KG _ Pacifica Film Distribution LLC _ Pacifica Film Development Inc. _ Worldwide Exploitation _ Film Production _ Intermedia _ Library Films _ Frankfurt Stock Exchange _ Greenshoe Option _ IPO _ Market Position _ Overview _ DVD _ Increase _ Visitor Number _ Cinema Density _ Cinema<br />
P<strong>AG</strong>E<br />
27
P<strong>AG</strong>E<br />
28<br />
Earnings per Share<br />
Significantly Improved<br />
In the last financial year <strong>Internationalmedia</strong> more than doubled earnings per share, from<br />
0.31 euros to 0.67 euros.<br />
Positive Income Position<br />
in All Segments<br />
Income position by segment<br />
[in million 8]<br />
140.0<br />
120.0<br />
100.0<br />
80.0<br />
60.0<br />
40.0<br />
20.0<br />
M M . R e p o r t<br />
“OWNED” FILMS<br />
116.4 32.0 19.7 0.9 13.6 13.6<br />
“Owned” Films “Serviced” Films Financing Income<br />
Sales 2000<br />
Gross income 2000<br />
The “Owned” films segment, with a turnover of 116.4 million Euros, made the major contribution<br />
with films including “Enigma”, “The Wedding Planner”, “Whipped”, “Blow Dry”, “Nurse Betty”,<br />
“The Crow: Salvation”, “The Calling”, and “Where the Heart Is”.<br />
The exploitation of library rights also generated further income. The greater number of films<br />
plus bigger budgets, compared with previous years, also had a positive overall effect on<br />
results.<br />
“SERVICED” FILMS<br />
In the “Serviced” film segment, “Small Time Crooks”, “After Image”, “Just Looking” and<br />
“Sunburn” were delivered, the first proving to be the biggest earner. This segment generated<br />
total receipts of 19.7 million euros.<br />
FINANCIAL INCOME<br />
Last year work began on production of a number of promising films. Financing income<br />
totalling 13.6 million euros was generated, making a 100 per cent contribution to gross<br />
income.<br />
een _ Movies _ M. Hollholland _ Major Studios _ Film Distributors _ Film Titles _ New Technology _ Market _ Trend _ Turnover _ Growth _ Position _ Sales Trend _ High Quality _ <strong>Internationalmedia</strong> _ North America _ Share _ EBIT _ Figures _ Income before tax _ Corporation Tax _ <strong>Financial</strong> Ye<br />
P<strong>AG</strong>E<br />
29
P<strong>AG</strong>E<br />
30<br />
M M . R e p o r t<br />
Positive <strong>Financial</strong> Position<br />
The financial result for the fiscal year 2000 of 5.7 million euros was mainly due to the investment<br />
of income from the IPO in May 2000. The income has been invested in low risk time deposits<br />
with terms of between one and six months. In view of the net credit balance that has existed<br />
since the beginning of the year, <strong>Internationalmedia</strong> expects a further increase in the financial<br />
income for the current financial year.<br />
Savings through Increased<br />
Synergies<br />
We are pleased to report that the integration process within the <strong>Internationalmedia</strong> Group<br />
has progressed far more quickly than was first assumed. Apart from a few exceptions,<br />
the most important of the integration targets set had already been achieved by the end<br />
of the financial year 2000. The bundling of financial activities within <strong>Internationalmedia</strong>, the<br />
standardisation of corporate communications and the logical merging of Accounts and other<br />
operating units were particularly important in this respect.<br />
Value Contribution Improved<br />
<strong>Internationalmedia</strong> increased net operating income, used as the basis for calculating the<br />
return on capital employed at Group level, by 15.5 million euros. Interest on net assets<br />
was also increased, from 9.8 per cent to an excellent 11.2 per cent. This confirms that <strong>Internationalmedia</strong><br />
is in a strong position to improve the value of the company for the benefit of<br />
shareholders.<br />
Implementation of<br />
Controlling Models<br />
In the course of the company merger, a standard control model was developed to ensure<br />
a value-led management and control of the Group. The individual controlling models allow and<br />
promote decentralised responsibility, inter-departmental transparency and also a capital<br />
market-centred investment management in all areas of the company. In the consolidated<br />
financial statements, the term “net operating income” is a capital market-centred variable<br />
representing the income after tax. It is related to the capital used in the Group to calculate<br />
the return on net assets (RONA). This illustrates to what extent the interest claim of the<br />
investors is earned or exceeded. The interest claim and the average capital costs of the<br />
Group are derived from the minimum return which investors expect for the equity and<br />
loan capital invested. These capital costs are basically determined by the interest rate for<br />
long-term securities and by a risk premium for investments in shares. Consequently, the Group<br />
can expect weighted average capital costs of 8.8 per cent after tax.<br />
The net operating income derived from the annual profit rose in the year under review<br />
by 15.5 million euros to 23.6 million euros and therefore resulted in 11.2 per cent return<br />
on net assets (compared with 9.8 per cent in 1999). This corresponds to an increase<br />
of 1.4 percentage points.<br />
<strong>Internationalmedia</strong> is also defining value contribution targets for the Group's individual business<br />
segments as part of its strategic value management. To this end, both the returns and the<br />
growth rates of competitors in the industry are analysed using benchmarking processes. In<br />
this respect <strong>Internationalmedia</strong> aligns itself primarily with the major studios.<br />
arnings per Share _ Positive Income _ Owned Films _ Nurse Betty _ Library Rights _ Serviced Films _ After Image _ Financing _ Income _ Synergy _ Target _ Net Assets _ Shareholder _ Management _ Investment _ Transparency _ Investor _ Net Operating Income _ Film Portfolio _ Assets _ Los A<br />
P<strong>AG</strong>E<br />
31
P<strong>AG</strong>E<br />
32<br />
M M . R e p o r t<br />
Reconciliation to Jan.-Dec. 2000 Jan.-Dec. 1999<br />
net operating income [in T8] [in T8]<br />
Consolidated annual profit 19,685 7,485<br />
+ interest expense 314 529<br />
= corrected consolidated annual profit 19,999 8,014<br />
+ depreciation for Goodwill 3,557 0<br />
= Net operating income (NOI) 23,556 8,014<br />
Reconciliation to Jan.-Dec. 2000 Jan.-Dec. 1999<br />
net asset [in T8] [in T8]<br />
Fixed assets 121,678 149,474<br />
+ inventories 23,883 5,044<br />
+ accounts receivable 72,788 94,539<br />
+ liquid assets 191,338 30,376<br />
+ capitalised deferred taxation 10,301 0<br />
+ deferred charges and prepaid expenses 29 114<br />
+ cumulative depreciation for Goodwill 3,557 0<br />
- production-related liabilities - 64,107 -149,412<br />
- reserves - 64,063 - 48,673<br />
- adjustment of liquid assets - 85,000 0<br />
Net assets 210,404 81,462<br />
Return on net assets (RONA) 11.2 % 9.8 %<br />
Balance Sheet Structure<br />
and Investments<br />
Sustained Increase in<br />
the Balance Sheet Total<br />
The total assets of <strong>Internationalmedia</strong> have increased since 1999 by 140.4 million<br />
euros to 420.0 million euros. The fixed assets have decreased by a total of<br />
27.8 million euros. This is mainly due to the considerable decrease in the film<br />
portfolio through depreciation in connection with deliveries made. On the<br />
other hand, the property assets have increased following the purchase of<br />
an office building in Los Angeles for a total of 11.5 million euros.<br />
Balance sheet structure Shareholders’ Equity and<br />
[in million 8] Assets Liabilities<br />
500.0<br />
450.0<br />
4000.0<br />
350.0<br />
300.0<br />
250.0<br />
200.0<br />
150.0<br />
100.0<br />
50.0<br />
279.6 420.0 279.6 420.0<br />
149.5<br />
130.1<br />
121.7<br />
298.3<br />
The current assets have increased by 129 per cent to 298.3 million euros, of which 161.0 million<br />
euros is mainly due to liquid assets. On the other hand, receivables dropped by 21.8 million<br />
euros, whereas the other current assets (capitalised development costs and also capitalised<br />
deferred taxation) increased by 29.1 million euros.<br />
Equity has grown by 207.1 million euros to 288.5 million euros since the beginning of the<br />
year. Of this, 197.1 million euros was in the form of income from the IPO. The equity was<br />
used to offset IPO costs of 8.3 million euros. The equity ratio has increased by a total of 40<br />
percentage points to 69 per cent as a result.<br />
81.5<br />
198.1<br />
288.5<br />
131.5<br />
1999 2000 1999 2000<br />
current assets<br />
non current assets<br />
shareholders’ equity<br />
liabilities<br />
es _ IPO _ Balance Sheet _ Liability _ Expansion _ Cash Flow _ Financing Activities _ Operating Activities _ Acquisition _ Producer _ Partnership _ Success _ Film Distribution _ Growth Phase _ European Market _ Home Cinema Sector _ Sales Activities _ Sundance Film Festival _ Portfolio _ Owned Films _<br />
P<strong>AG</strong>E<br />
33
P<strong>AG</strong>E<br />
34<br />
M M . R e p o r t<br />
Ratios Jan.- Dec. 2000 Jan.-Dec. 1999<br />
Equity<br />
Equity ratio* (per cent)<br />
Total Assets<br />
68.7 % 29.1 %<br />
Equity-to-fixed Equity<br />
237.1 % 54.5 %<br />
assets ratio* (per cent) Fixed assets<br />
Debt Current debt<br />
74.9 % 69.0 %<br />
structure* (per cent) Total liabilities<br />
Of the outside funds totalling 131.5 million euros, 49 per cent are made up of reserves, 25<br />
per cent of financial debts and 26 per cent of other liabilities. Of the 64.1 million euro reserves,<br />
the biggest share - 36.2 million euros - is set aside for formal payment liabilities. 10.4 million<br />
euros are for deferred taxation liabilities and 13.8 million euros for income tax reserves.<br />
Compared with the 1999 pro forma <strong>Financial</strong> <strong>Statements</strong>, finance debt fell to 33.0 million<br />
euros. Other liabilities decreased to 34.5 million euros.<br />
Operating expenses<br />
[in %]<br />
70.0<br />
60.0<br />
50.0<br />
40.0<br />
30.0<br />
20.0<br />
10.0<br />
* Based on 31.12.2000 and 12.31.1999<br />
17 % 9 % 69 % 5 %<br />
Project Distribution Administration Other<br />
development costs costs costs operating expenses<br />
INVESTMENTS IN DEVELOPMENT AND MARKETING<br />
In line with the company's continuous expansion, operating expenses in the financial year<br />
2000 increased to 21.9 million euros, but were maintained at a low level in overall terms. Most<br />
of the expenditure was due to sales and administration costs, which rose to 17.0 million euros.<br />
The increase in costs resulted from investments to expand the business, with a high proportion<br />
spent on increasing staff numbers in the film development and sales sectors. The effects of<br />
additional start-up investments were also felt; however, these will result in considerable future<br />
cost savings.<br />
Cash Flow<br />
After adjustment for changes to consolidation parameters and exchange rate effects, the<br />
cash flow from operating activities rose to 68.1 million euros in the year under review. The<br />
significant increase in the financial profit (before expenses and income not affecting payments)<br />
was partly offset by a higher current working capital for business reasons. The cash flow from<br />
investing activities was -94.0 million euros and was therefore also affected by the continuing<br />
expansion of our film business in the year under review. Short-term and medium-term loans<br />
were taken up to cover the capital required for the film finance business. Together with the<br />
IPO, this produced a cash flow from our financing activities of 217.2 million euros, resulting in<br />
an overall increase in liquid assets to 191.3 million euros.<br />
Cash Flow Analysis<br />
[in million 8 ]<br />
-48.7<br />
-94.0<br />
39.2<br />
68.1<br />
10.5<br />
217.2<br />
-150 -100 -50 0 50 100 150 200 250<br />
1999 2000<br />
cash flow<br />
from operating activities<br />
cash flow<br />
from investing activities<br />
cash flow from<br />
financing activities<br />
Wedding Planner _ Blow Dry _ Nurse Betty _ Where the Heart Is _ After Image _ Staff _ Emplyees _ Motivation _ Share Option Scheme _ Value Parent Company _ <strong>IM</strong> Filmproduktions- und Vertriebs GmbH & Co. KG _ Pacifica Film Distribution LLC _ Pacifica Film Development Inc. _ Worldwide Exploita<br />
SEITE<br />
35
P<strong>AG</strong>E<br />
36<br />
M M . R e p o r t<br />
Acquisition of Film Rights<br />
<strong>Internationalmedia</strong> actively cooperates with various producers to develop its own<br />
productions. Cooperation agreements exist between <strong>Internationalmedia</strong> and a<br />
number of producers to underpin these partnerships. This means that production<br />
services can be obtained without tying up large amounts of capital. Also, the<br />
additional acquisition of film libraries is monitored continuously so that potential<br />
packaging – a combination of film rights from film libraries – offered in conjunction<br />
with the rights to top films can be specifically marketed.<br />
SIGNING OF PRODUCTION CONTRACTS<br />
<strong>Internationalmedia</strong> Group has entered into a series of development and production contracts<br />
with well-known producers and directors. These include Mirage Enterprises (Sydney Pollack,<br />
Anthony Minghella - “Sliding Doors”), Baltimore Spring Creek (Barry Levinson, Paula Weinstein -<br />
“The Perfect Storm”), Mark Johnson Productions (Mark Johnson - “Rain Man”), C-2 Pictures<br />
(Mario Kassar, Andy Vajna - “Terminator”), Outlaw Productions (Robert Newmyer - “ sex,<br />
lies and videotape”), Saturn Pictures (Nicolas Cage - “The Rock”), Scott Free Productions<br />
(Ridley & Tony Scott - “Top Gun”) and Telltale Films (Kate Winslet - “Enigma”).<br />
After an in-depth examination of ideas and scripts, a decision is reached whether a project<br />
offers commercial potential or not. If it does, the rights are acquired and the development<br />
of the film then starts. These business relationships with well-known production companies<br />
create an image which has a positive effect on the success of <strong>Internationalmedia</strong>.<br />
Film Distribution<br />
The international film market is in a steady growth phase. Increased licensing<br />
activity in some countries is helping offset a fall in demand for feature films in<br />
others. For example, the last financial year saw an improvement in Australia and<br />
South Korea, whereas in the European market, because of the poor performance<br />
of the euro, price levels were not always maintained. The steady growth in new<br />
multi-screen cinemas internationally – particularly in Latin America and South East<br />
Asia – the refurbishment of existing cinemas and also the excellent development<br />
of DVD technology in the home cinema sector point to an overall expansion of<br />
the entertainment sector.<br />
<strong>Internationalmedia</strong> is sparing no effort in exploiting this international growth. Restructuring<br />
has also taken place within the Group to promote the company's expansion policy. As a<br />
result, Sales, Finance, Business and Legal Affairs, Supply, Collection and other central<br />
departments are now concentrated in Los Angeles. Marketing and also parts of the Production<br />
Department are run from London. The main sales activities concentrate on film<br />
festivals such as MIFED, AFM (American Film Market) and Cannes.<br />
Selected film markets<br />
February AFM (American Film Market) Santa Monica, L.A., USA<br />
May Cannes Intl. Film Festival Cannes, France<br />
October MIFED Milan, Italy<br />
Selected film festivals<br />
January Sundance Film Festival Salt Lake City, Utah, USA<br />
February Berlin Intl. Film Festival<br />
Award: Golden Bear<br />
Berlin, Germany<br />
May Cannes Intl. Film Festival<br />
Award: Golden Palm<br />
Cannes, France<br />
September Venice Film Festival Venice, Italy<br />
Award: Golden Lion<br />
_ Film Production _ Intermedia _ Library Films _ Frankfurt Stock Exchange _ Greenshoe Option _ IPO _ Market Position Overview _ DVD _ Increase _ Visitor Number _ Cinema Density _ Cinema Screen _ Movies _ Holland _ Major Studios _ Film Distributors _ Film Titles _ New Technology _ Market _ Trend _<br />
P<strong>AG</strong>E<br />
37
P<strong>AG</strong>E<br />
38<br />
M M . R e p o r t<br />
Film Portfolio<br />
“OWNED” FILMS<br />
DELIVERED IN 2000<br />
Title Main partner Summary Exploitation Areas<br />
in creative area term/rights (territories)<br />
[delivery date]<br />
Enigma Production: March 1943: unlimited worldwide<br />
Jagged Films /Broadway Nazi U-boats changed excl.<br />
Productions/Meespierson Film CV/ their Enigma code. Germany<br />
Senator Film Produktions GmbH A British convoy<br />
Cast: with 10,000 men<br />
Dougray Scott, Kate Winslet, on board is in<br />
Jeremy Northam deadly danger.<br />
Director:<br />
(December 2000) Michael Apted<br />
The Wedding Production: A romance unlimited worldwide<br />
Planner Tapestry Films/<strong>IM</strong>F/Columbia between a wedding<br />
Pictures Corp./Dee Gee Entertain- planner and one of her<br />
ment/Prufrock Pictures clients<br />
Cast:<br />
Jennifer Lopez,<br />
Matthew McConaughey<br />
Director:<br />
(September 2000) Adam Shankman<br />
Whipped Production: Three single men unlimited worldwide<br />
Hi-Rez Films break female hearts excl. North<br />
Cast: for fun. But their sport America<br />
Amanda Peet, comes to a sticky<br />
Brian Van Holt, end when the<br />
Jonathan Abrahams mysterious Mia turns<br />
Director: the tables.<br />
(December 1999) Peter M. Cohen<br />
Blow Dry Production: The inhabitants of unlimited worldwide<br />
Mirage Enterprises/ a small, insignificant<br />
West Eleven Films/<strong>IM</strong>F town in Yorkshire<br />
Cast: are totally unprepared<br />
Alan Rickman, when the glamour and<br />
Natasha Richardson glitter of the national<br />
Heidi Klum hairdressing champion-<br />
Director: ships suddenly enters<br />
(September 2000) Paddy Breathnach their lives.<br />
Title Main partner Summary Exploitation Areas<br />
in creative area term/rights (territories)<br />
[delivery date]<br />
Nurse Betty Production: Following the death unlimited worldwide<br />
Propaganda Films/<strong>IM</strong>F/Abstrakt of her husband,<br />
Films/Gramercy Pictures/Pacifica a small town waitress<br />
Films/abstrakt pictures escapes to the world<br />
Cast: of stars and soap<br />
Morgan Freeman, operas and ends up<br />
Renée Zellweger, in Hollywood.<br />
Greg Kinnear<br />
Director:<br />
(March 2000) Neil LaBute<br />
The Crow: Production: Falsely accused and unlimited worldwide<br />
Salvation Edward R. Pressman Film condemned as a<br />
Corporation / <strong>IM</strong>F/ Fallen Bird murderer, Alex Corvis<br />
Productions/Jeff Most Productions returns from the dead<br />
Cast: as a crow to take<br />
Kirstin Dunst, revenge on the<br />
Eric Mabius, real murderer<br />
Fred Ward of his fiancée.<br />
Director:<br />
(March 2000) Bharat Nalluri<br />
The Calling Production: The fate of the world unlimited worldwide<br />
Constantin Film / <strong>IM</strong>F is in the hands<br />
Cast: of a young woman<br />
Laura Harris, whose task is to avert<br />
Richard Lintern,<br />
Alex Roe<br />
Director:<br />
the apocalypse.<br />
(September 2000) Richard Caesar<br />
Where Production: Heavily pregnant term worldwide<br />
the Heart Is Wind Dancer Productions 17 year old Novalee deal excl. North<br />
Cast: gives birth in a super- America, UK,<br />
Natalie Portman, market and becomes Ireland, Australia,<br />
Ashley Judd a media star as a South Africa,<br />
Director: result. English-speaking,<br />
Matt Williams African<br />
countries, British<br />
(April 2000) Caribbean<br />
nover _ Growth _ Position _ Sales TrendHigh Quality _ <strong>Internationalmedia</strong> _ North America _ Share _ EBIT _ Figures _ Income before tax _ Corporation Tax _ <strong>Financial</strong> Year _ Earnings per Share _ Positive Income _ Owned Films _ Nurse Betty _ Library Rights _ Serviced Films _ After Image _ Financi<br />
P<strong>AG</strong>E<br />
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P<strong>AG</strong>E<br />
40<br />
M M . R e p o r t<br />
“SERVICED” FILMS<br />
FILMS DELIVERED IN 2000<br />
Title Main partner Summary Exploitation Areas<br />
in creative area term/rights (territories)<br />
[delivery date]<br />
Small Time Production: The latest comedy 10 years worldwide excl.<br />
Crooks Sweetland Films from Woody Allen North America<br />
Cast: follows the illegal 3 months’<br />
Woody Allen, dealings of a former notice<br />
Tracey Ullman, dishwasher and his<br />
Hugh Grant wife who both dream<br />
Director: of big money.<br />
(June 2000) Woody Allen<br />
After Image Production: In a race against time, unlimited worldwide<br />
Catch 23 Entertainment/The Sun- a crime photographer<br />
dance Institute/Whitetail Images and a young woman<br />
Cast: struggle against a<br />
John Mellencamp, psychopath who is<br />
Louise Fletcher, obsessed with killing.<br />
Billy Burke<br />
Director:<br />
(October 2000) Robert Manganelli<br />
Just Looking Production: 1955: Faced with 10 years worldwide excl.<br />
Camellia Productions anxiety about his own North America<br />
Cast: sexual experiences, 3 months’<br />
Ryan Merriman, the teenage Lenny notice<br />
Joy Franquinha discovers voyeuristic<br />
Director: pleasures.<br />
(October 2000) Jason Alexander<br />
Sunburn Production: The Irish American 10 years worldwide excl.<br />
Sweetland Films immigration theme North America<br />
Cast: seen from a new 3 months’<br />
Paloma Baeza, angle. Penniless kids notice<br />
Cilliau Murphy from Dublin spend a<br />
Director: summer working on<br />
(December 2000) Nelson Hume Long Island.<br />
Staff<br />
Our Employees Guarantee Our<br />
Worldwide Success<br />
Motivated employees are the most important capital resource underpinning the<br />
worldwide success of <strong>Internationalmedia</strong>. In the financial year 2000 the company<br />
continued on its path of organic growth, with the number of people employed by<br />
the company increasing to 88. At year end <strong>Internationalmedia</strong> <strong>AG</strong> had 9 staff in<br />
Munich, Intermedia Film Equities Ltd had 46 in London, Intermedia Film Equities<br />
USA, Inc. had 23 in Los Angeles, and Pacifica Film Development Inc. had 10. The<br />
average number of employees for the year was 76.<br />
The management structures of <strong>Internationalmedia</strong> were further adapted to meet the demands<br />
placed on a fast growing, global organisation and experienced managers were recruited<br />
from the film industry. These include in particular Jere Hausfater (President of Motion Picture<br />
Group of Intermedia Inc., Los Angeles), who was until recently Executive Vice President<br />
for Film Purchase and Business Affairs at Buena Vista Film Sales, Basil Iwanyk (President,<br />
Worldwide Production of Intermedia Inc., Los Angeles), formerly Vice President Production<br />
at Warner Brothers, and Deana Elwell (COO world wide Intermedia), formerly CEO of the<br />
Polygram Television Group.<br />
The principal factors behind the motivation of our employees are the open corporate culture and<br />
also the involvement of the staff in the company’s success via the share option scheme. This<br />
scheme is open to employees who have already actively supported the IPO, new employees<br />
and also employees of associated companies. The availability of option rights should reduce<br />
the risk of key staff departing and also encourage employees and members of the board to<br />
secure the medium and long term success of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> and its subsidiaries.<br />
In this way, <strong>Internationalmedia</strong> has created a solid base for further corporate growth and at<br />
the same time is increasing the value of the company in the interests of the shareholders.<br />
ome _ Synergy _ Integration _ Target _ Net Assets _ Shareholder _ Management _ Investment _ Transparency _ Investor _ Net Operating Income _ Film Portfolio _ Assets _ Los Angeles _ IPO _ Balance Sheet Liability _ Expansion _ Cash Flow _ Financing Activities _ Operating Activities _ Acquisition _<br />
P<strong>AG</strong>E<br />
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P<strong>AG</strong>E<br />
42<br />
M M . R e p o r t<br />
Legal Corporate Structure<br />
The <strong>Internationalmedia</strong> Group consists of the parent company, <strong>IM</strong> <strong>Internationalmedia</strong><br />
<strong>AG</strong>, which has a direct interest in the four wholly-owned subsidiaries<br />
<strong>IM</strong> Filmproduktions- und Vertriebs GmbH & Co. KG, Grünwald, Pacifica Film<br />
Distribution LLC, Los Angeles, Pacifica Film Development Inc., Los Angeles, and<br />
Intermedia Film Equities Ltd, London. The Group also includes several small<br />
companies in which <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has an indirect financial interest<br />
via the above subsidiaries. A detailed list of the subsidiaries is given in the<br />
Notes on page 72. The business areas of the four main subsidiaries are as<br />
follows:<br />
<strong>IM</strong> FILMPRODUKTIONS- UND VERTRIEBS GMBH & CO. KG<br />
<strong>IM</strong> Filmproduktions- und Vertriebs GmbH & Co. KG was founded in September 2000. The aim<br />
of the company is the development, financing and production of feature films and their<br />
licensing.<br />
PACIFICA FILM DISTRIBUTION LLC<br />
Pacifica Film Distribution LLC was founded in February 1997. The company organises the<br />
worldwide licensing of feature films in all media sectors.<br />
PACIFICA FILM DEVELOPMENT INC.<br />
Pacifica Film Development Inc. is responsible for finding potentially successful film material<br />
and for its subsequent development.<br />
INTERMEDIA FILM EQUITIES LTD<br />
The principal aim of Intermedia Film Equities Ltd (Intermedia) is the worldwide exploitation<br />
of film rights. As a rule, the company licenses all the rights in the complete film production<br />
and distribution chain to subdistributors, who then take over the marketing of the individual<br />
distribution stages in their own territory. In general, the films sold by Intermedia can be<br />
divided into the following categories:<br />
1. “Owned” Films: Intermedia organises and structures the financing of film projects<br />
and acquires the copyright to these films. By owning the copyright, Intermedia<br />
is in a position to exploit the film rights all over the world via all the distributions<br />
stages without time limit.<br />
2. “Serviced” Films: Intermedia organises the distribution of films as a service<br />
provi der without owning the copyright and levies a commission for this service.<br />
3. “Library” Films: The film library consists of owned, acquired and serviced films.<br />
ducer _ Partnership _ Success _ Film Distribution _ Growth Phase _ European Market _ Home Cinema Sector _ Sales Activities _ Sundance Film Festival Portfolio _ Owned Films _ The Wedding Planner _ Blow Dry _ Nurse Betty _ Where the Heart Is _ After Image _ Staff _ Emplyees _ Motivation _ Share<br />
P<strong>AG</strong>E<br />
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P<strong>AG</strong>E<br />
44<br />
M M . R e p o r t<br />
Initial Public Offering<br />
On 18 May 2000 <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> floated on the Neuer Markt of the<br />
Frankfurt Stock Exchange. A total of 5,625,000 bearer shares with a theoretical<br />
share of the capital of 1 euro each was issued at a price of 32 euros. A further<br />
877,500 shares were placed on the Neuer Markt on 15 June 2000 to service<br />
the Greenshoe option.<br />
Part of this income was invested in expanding the company's core business areas of film<br />
project development, finance and distribution.<br />
The IPO had a major beneficial publicity effect, particularly in the USA. The funds generated<br />
from the IPO will be used to expand activities in both the core business and in new areas.<br />
Following the IPO, we have been able to expand our market position, consolidate existing<br />
contacts and gain new business contacts.<br />
Corporate Communications<br />
The <strong>Internationalmedia</strong> Group attaches great importance to active corporate<br />
communications. Intensive national and international PR work, specific investor<br />
relations work, a comprehensive website with up-to-date information and also<br />
detailed quarterly reports are evidence of this open communications policy.<br />
PR WORK<br />
Regular interviews and press releases and ad hoc business bulletins provide a detailed insight<br />
into the life of the company at any time. In addition to the mandatory quarterly reports,<br />
<strong>Internationalmedia</strong> now also publishes reports on planned productions, senior appointments<br />
and acquisitions.<br />
AD HOC BULLETINS<br />
In the year under review <strong>Internationalmedia</strong> published more than one ad hoc bulletin per<br />
month, although only information relevant to the stock price is covered under this category.<br />
INVESTOR RELATIONS<br />
An important pillar of the corporate communications of <strong>Internationalmedia</strong> is direct contact<br />
with investors. Whether it be at roadshows, face-to-face discussions with investors (organised<br />
by ABN Amro, BNP Paribas, DG Bank, Dresdner Bank, Merrill Lynch, Sal. Oppenheim and<br />
Morgan Stanley, among others) or at investor conferences (e.g. DVFA media conferences in<br />
Frankfurt, Munich, London, Zürich, Cologne, Hanover and Tegernsee), <strong>Internationalmedia</strong><br />
is always represented by at least one board member.<br />
Direct responses by telefone, e-mail and fax to the numerous enquiries received further<br />
support the company’s communication activities administered by the Investor Relations<br />
Department. Detailed information is also provided on our extensive website and through<br />
quarterly reports and information brochures.<br />
tion Scheme _ Value _ Parent Company _ <strong>IM</strong> Filmproduktions- und Vertriebs GmbH & Co. KG _ Pacifica Film Distribution LLC _ Pacifica Film Development Inc. _ Worldwide Exploitation _ Film Production _ Intermedia _ Library Films _ Frankfurt Stock Exchange _ Greenshoe Option _ IPO _ Market Position<br />
P<strong>AG</strong>E<br />
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P<strong>AG</strong>E<br />
46<br />
M M . R e p o r t<br />
Risks Management<br />
<strong>Internationalmedia</strong> is exposed to a number of risks specific to the industry that<br />
may influence the financial, asset and income position of the Group.<br />
Monetary Risks<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>'s liquid assets are mainly invested in the money markets. This<br />
balances the need to safeguard the Group's immediate ability to pay with finding the best<br />
possible return.<br />
All investments are made in time deposits with a term of between one and six months. Such<br />
investments are always based on the LIBOR (London Interbank Offered Rate) and, because<br />
of their much smaller risk factor, are preferred to higher risk securities offering a higher return.<br />
In general, liabilities connected with film productions are secured by the film itself and also<br />
by what is known as the completion bond. This is a completion guarantee granted by an<br />
insurance company. There is usually no recourse to the company under such arrangements.<br />
Exchange Rate Risks<br />
Since the functional currency (main transaction currency of the Group) of <strong>Internationalmedia</strong><br />
is the US dollar, nearly all IPO proceeds were converted into USD shortly after the IPO. This<br />
avoided exchange rate risks at an early stage. <strong>Internationalmedia</strong>'s exposure to other risks in<br />
this sector is minimal.<br />
Risks Inherent in<br />
the Industry<br />
INCREASING ACQUISITION AND<br />
PRODUCTION COSTS<br />
Overall, the costs of producing, marketing and exploiting films have generally risen considerably<br />
in the last decade. As part of its business strategy, <strong>Internationalmedia</strong> also intends in the future<br />
to acquire film rights and finance films which - often because of a higher budget – have a<br />
higher production value and therefore a greater potential to reach a broader public. An<br />
experienced management, defined corporate communication and decision-making channels<br />
and also strict cost control take these factors into account. In addition, the artistic and public<br />
value of the films marketed is secured by well-known independent production companies.<br />
FIERCE COMPETITION<br />
The producing, financing and licensing of films is a highly competitive area. Since <strong>Internationalmedia</strong><br />
is one of the few companies with worldwide distribution, the company has established<br />
an independent position in the market. Continuous emphasis on developing top-quality films<br />
helps maintain this position.<br />
RISKS CONNECTED WITH<br />
ACQUISITIONS<br />
The expansion strategy of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> includes the worldwide acquisition of<br />
other suitable companies. Problems may arise when merging different corporate cultures,<br />
jobs, offices and employees. <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> addresses such issues through fast,<br />
targeted recruitment to key positions and by maintaining a high level of transparency in<br />
internal processes.<br />
rview _ DVD _ Increase _ Visitor Number _ Cinema Density _ Cinema Screen _ Movies _ Holland _ Major Studios _ Film Distributors _ Film Titles _ New Technology _ Market _ Trend _ Turnover _ Growth _ Position _ Sales TrendHigh Quality _ <strong>Internationalmedia</strong> _ North America _ Share _ EBIT _ Fig<br />
P<strong>AG</strong>E<br />
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P<strong>AG</strong>E<br />
48<br />
M M . R e p o r t<br />
FILM PIRACY<br />
Film piracy is widespread in many parts of the world (e.g. South America, Asia and also the<br />
Eastern bloc countries). The Motion Picture Export Association, the American Film Marketing<br />
Association and also the American Film Export Association monitor piracy and have banned<br />
exports to certain countries in order to put pressure on the various governments.<br />
POTENTIAL STRIKE IN THE USA<br />
There is still uncertainty surrounding a possible strike by writers and actors in the USA, which<br />
could start on 30 June 2001 when the present union contracts expire. This strike would affect<br />
all American actors and writers. However, since this risk has been anticipated for some time,<br />
<strong>Internationalmedia</strong> has organised projects planned for 2001 with the intention that they can<br />
all be completed before a possible strike. Provided that this strike does not last for more<br />
than a few months, <strong>Internationalmedia</strong> does not believe that this situation will affect subsequent<br />
years.<br />
Supplementary Information<br />
Events After the Fiscal Year<br />
EXCLUSIVE FIRST LOOK DEAL<br />
WITH BARRY LEVINSON AND PAULA WEINSTEIN<br />
<strong>Internationalmedia</strong> signed a further First Look Deal with Barry Levinson’s and Paula<br />
Weinstein’s Baltimore/Spring Creek Pictures in January 2001. <strong>Internationalmedia</strong> will finance<br />
the development of their projects, receive the copyrights and distribute them. The first<br />
project realised under the deal is “In the Heart of the Sea”, a novel by Nathaniel Philbrick,<br />
who has just won the National Book Award.<br />
VISONO<br />
In January 2001, <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> continued its corporate strategy of positioning<br />
itself for future developments in the Internet, Web TV and Video-on-Demand by the acquisition<br />
of a 25.1 per cent stake in VISONO GmbH, Berlin.<br />
LARGO FILM LIBRARY<br />
With the purchase of Largo Entertainment Film Library, <strong>Internationalmedia</strong> has acquired 25<br />
films including “Point Break” (Keanu Reeves and Patrick Swayze), “Malcolm X”, “White<br />
Squall” (Jeff Bridges), “G.I. Jane” (Demi Moore), “Affliction” (James Coburn in an Oscar<br />
winning performance), and has thereby taken a large step towards a further strategic goal<br />
of expanding its film portfolio. Inernationalmedia now holds exploitation rights for more than<br />
100 films, offering attractive earnings potential.<br />
_ Income before tax _ Corporation Tax _ <strong>Financial</strong> Year _ Earnings per Share _ Positive Income _ Owned Films _ Nurse Betty _ Library Rights _ Serviced Films _ After Image _ Financing Income _ Synergy _ Integration _ Target _ Net Assets _ Shareholder _ Management _ Investment _ Transpa-<br />
P<strong>AG</strong>E<br />
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M M . R e p o r t<br />
Outlook<br />
The Board of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> is convinced that sales can be increased<br />
considerably again this year and expects 355 million euros from the eight feature<br />
films due fordelivery. It also expects further serviced receipts from the sales of<br />
its own film library. <strong>Internationalmedia</strong> will also sell two to four films worldwide<br />
in exchange for a commission. <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> is expecting a total<br />
consolidated EBIT of 47 million euros in 2001.<br />
OPENING UP NEW AREAS OF BUSINESS<br />
For <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>, the most important aims for the financial year 2001 include<br />
developing new, related business sectors. For example, we will be examining the commercial<br />
arguments for founding an own label to take over the production and worldwide marketing<br />
of soundtracks of <strong>Internationalmedia</strong> films.<br />
The new media sector will also be expanded and its possibilities will be used for promoting<br />
<strong>Internationalmedia</strong> films. Among other things, we want, in future, to employ more attractive<br />
websites to create additional sales potential over and above the already successful B2B<br />
marketing platforms.<br />
POSITIVE MARKET SITUATION<br />
Trends in the international entertainment market are, for the most part, positive. This is<br />
confirmed both by the sustained increases in cinema income – both the USA and Germany<br />
returned record results in 2000 - and the successful development of entertainment media<br />
as a whole, most notably DVD.<br />
International film markets have also recorded positive growth in overall terms. In the first<br />
few months of 2001 <strong>Internationalmedia</strong> consolidated its competitive position in the US, a vitally<br />
important market for the film business, by presenting the following new film projects:<br />
K19 – The Widowmaker<br />
Harrison Ford, Liam Neeson<br />
K-Pax<br />
Kevin Spacey, Jeff Bridges<br />
Basic Instinct II<br />
Sharon Stone<br />
Adaptation<br />
Nicolas Cage<br />
The Quiet American<br />
Michael Caine, Brendan Fraser<br />
The Plague Season<br />
Kurt Russell<br />
National Security<br />
Martin Lawrence<br />
Iris<br />
Judi Dench, Kate Winslet<br />
Additional films will be set on production in the course of the year 2001.<br />
In the European marketplace, and in Germany in particular, there has been little evidence of<br />
the subdued mood expected after the crash on the Neuer Markt. Demand from our business<br />
partners for high-quality cinema films is as high as ever. After a number of weaker years,<br />
signs of renewed interest are also beginning to emerge from Asia – mainly Japan – as well as<br />
from Italy and Spain.<br />
cy _ Investor _ Net Operating Income _ Film Portfolio _ Assets _ Los Angeles _ IPO _ Balance Sheet _ Liability _ Expansion _ Cash Flow _ Financing Activities _ Operating Activities _ Acquisition _ Producer _ Partnership _ Success _ Film Distribution _ Growth Phase _ European Market _ Home Cine<br />
S h a r e
S h a r e<br />
In March 1943, Britain’s elite team of young codebreakers<br />
are facing their worst nightmare: Nazi<br />
U-boats have unexpectedly changed their<br />
Enigma code and a convoy with 10,000 men is<br />
in peril. The authorities turn for help to Tom Jericho<br />
(Dougray Scott), a brilliant young mathematician<br />
and code-breaker. Unbeknown to his colleagues,<br />
Jericho has another equally baffling enigma of<br />
his own to unravel: Claire (Saffron Burrows), the<br />
woman he loves, has disappeared and he suspects<br />
ANNUAL REVI<br />
there may be a spy in their midst. He enlists the help<br />
of Hester (Kate Winslet) and together they race<br />
against time to solve the double enigma of the<br />
code and Claire.<br />
S h a r e<br />
MM. REPORT<br />
SHARE<br />
FINANCIAL STATE<br />
“Enigma“ > 2000 /2001<br />
Kate Winslet<br />
Dougray Scott<br />
Free Float _ Stock Market Listing _ Holding Period _ Management Staff _ Share Option _ Company _ Trading _ Declaration of Consent _ Performance _ German Stock Exchange _ Portfolio _ Success _ Nemax Media & Entertainment _ Annual Report _ Investor Relations _ Relationship _ <strong>Financial</strong> Com<br />
KONZERNABSCH<br />
P<strong>AG</strong>E<br />
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P<strong>AG</strong>E<br />
54<br />
S h a r e<br />
Responsibility<br />
to Shareholders<br />
Successful Stock Market Listing<br />
On 18 May 2000, shares in <strong>Internationalmedia</strong> <strong>AG</strong> were listed on the Frankfurt Stock<br />
Market’s Neuer Markt for the first time. The book building range for the share was<br />
between 26 and 32 euros. The share offer was many times oversubscribed and the<br />
sale price was set at 32 euros.<br />
Around 6.5 million shares were placed on the Frankfurt stock market, including the surplus<br />
allocation option and Greenshoe. The shares were sold as no-par-value shares to keen<br />
investors in Germany and abroad. The Free float is now around 30 per cent. The total number<br />
of shares issued is 30,877,500.<br />
Free float following stock market listing<br />
[in percent]<br />
Private shareholders<br />
(primarily from Germany)<br />
Institutional investors<br />
in Germany<br />
Institutional investors<br />
in Britain<br />
Institutional investors<br />
in Switzerland<br />
Other,<br />
primarily institutional investors<br />
0 10 20 30<br />
30.0 %<br />
28.0 %<br />
24.5 %<br />
10.5 %<br />
7.0 %<br />
Holding Periods<br />
Members of the Board of Management and shareholders of <strong>Internationalmedia</strong> committed<br />
themselves to retaining their shares for the first six months following the stock market flotation.<br />
They agreed not to offer their shares for sale or dispose of them directly or indirectly until<br />
after 18 November 2000. This regulation applied to all shares that are not in free float and represents<br />
around 70 per cent of total equity.<br />
For a further year, members of the Board of Management and management staff have also<br />
committed themselves to dispose of no more than 20 percent of the stock they hold with the<br />
previous consent of the consortium leader. The agreement affects 47 percent of the shares.<br />
Stock exchange: Frankfurt<br />
Electronic Trading System Xetra<br />
WKN: 548880<br />
Share Option Scheme<br />
for Employees<br />
<strong>Internationalmedia</strong> has introduced a share option scheme in order to increase the identification<br />
of employees with the company. The scheme generally runs for four years. The first third of<br />
the options can be exercised after an employee has been with the company for two years and<br />
the other two thirds can be exercised over the following two years.<br />
nity _ Share _ Free Float _ Stock Market Listing _ Holding Period _ Management Staff _ Share Option _ Company _ Trading _ Declaration of Consent _ Performance _ German Stock Exchange _ Portfolio _ Success _ Nemax Media & Entertainment _ Annual Report _ Investor Relations _ Relationship _<br />
P<strong>AG</strong>E<br />
55
P<strong>AG</strong>E<br />
56<br />
S h a r e<br />
Restricted Trading<br />
in Own Shares<br />
<strong>Internationalmedia</strong> adopted a corporate resolution in December 2000 to severely restrict<br />
trading in their own shares. Such trading is only permitted at times when there is no insider<br />
information available in any part of the company. The declaration of consent was signed<br />
by all members of the Board of Management, employees and members of the Supervisory<br />
Board. Any member of the company can obtain information on current trading permission<br />
status by logging onto the Intranet.<br />
Data on the share [in 8]<br />
Issue price 18.5.2000 32.00<br />
Year-end price 31.12.2000 43.00<br />
Price per share (high) (12.6.2000) 59.77<br />
Price per share (low) (12.10.2000) 36.50<br />
Performance 2000 34.40 %<br />
Trading volume since stock market listing 118,455<br />
Source: Bloomberg<br />
<strong>Internationalmedia</strong> phone price versus<br />
Nemax Media & Entertainment and Nemax 50<br />
Period: 18.5.2000 to 29.12.2000<br />
Period: weekly<br />
based on the <strong>Internationalmedia</strong> share price<br />
170<br />
160<br />
150<br />
140<br />
130<br />
120<br />
110<br />
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
From March 2001 all members of the Board of<br />
Management and members of the Supervisory<br />
Board are obliged to inform the German Stock<br />
Exchange (Deutsche Börse) of any dealings in<br />
the company’s own shares within a three-day<br />
period. They are further required to publish<br />
quarterly details of their current portfolio.<br />
M a y June July Aug. Sep. Oct. Nov. Dec.<br />
<strong>Internationalmedia</strong> Nemax 50 Nemax Media & Entertainment<br />
Significant Share Losses on the<br />
Neuer Markt<br />
The performance of the company’s share price has continued the success of the stock<br />
market launch. By the close of the year, the share price had risen by more than 20 per cent<br />
over the opening price and closed at a price of 43 euros. This increase in value has enabled<br />
the share to outperform the relevant indices. The comparable period saw the Nemax 50<br />
losing nearly 60 per cent, while the Nemax Media & Entertainment sustained losses in the<br />
region of 75 per cent. The downturn in sentiment on the Neuer Markt was mainly due to<br />
major market players failing to meet profit forecasts and the associated loss of confidence<br />
among investors.<br />
Share weighting<br />
by index<br />
Nemax 50 1.8 %<br />
Nemax Media & Entertainment 13.8 %<br />
Source: Bloomberg, at February 2001<br />
Earnings per Share<br />
Earnings per share are 0.67 euros. No dividend was paid out.<br />
Performance comparison<br />
from May 2000 to year-end<br />
<strong>Internationalmedia</strong> <strong>AG</strong> 13.16 %<br />
Nemax 50 - 57.79 %<br />
Nemax Media & Entertainment - 75.78 %<br />
Source: Bloomberg<br />
Proactive Investor Relations<br />
Proactive contact with institutional investors, analysts and private investors is a fundamental<br />
component in our corporate strategy. <strong>Internationalmedia</strong> provides a wide range of current<br />
and topical information to keep all interested parties informed.<br />
Our Annual Report has been expanded to include an information section and this document<br />
forms the basis for communicating the development of our company. A new internet site<br />
will soon be available with a dedicated Investor Relations platform. <strong>Internationalmedia</strong> has<br />
regularly participated in investor conferences and communicates on an individual basis with<br />
analysts, investors and the financial and business press. This creates a close relationship<br />
with the financial community, including private investors.<br />
ancial Community _ Share _ Free Float _ Stock Market Listing _ Holding Period _ Management Staff _ Share Option _ Company _ Trading _ Declaration of Consent _ Performance _ German Stock Exchange _ Portfolio _ Success _ Nemax Media & Entertainment _ Annual Report _ Investor Relations _ Relati<br />
<strong>Financial</strong><br />
<strong>Statements</strong><br />
P<strong>AG</strong>E<br />
57
<strong>Financial</strong><br />
<strong>Statements</strong><br />
“Nurse Betty” is a darkly comic story about one woman’s incredible<br />
determination to make her dreams come true against numerous odds.<br />
ANNUAL REVIEW<br />
When small-town waitress and TV fanatic Betty Sizemore (Renée<br />
Zellweger) flees reality for a soap-opera fantasy world following her<br />
husband’s violent death, fantasy collides with reality as she inspires<br />
herself and everyone she meets to find at least a piece of their real<br />
selves. With the local sheriff and a pair of hit men in hot pursuit, she<br />
MM. REPORT<br />
heads for Hollywood in search of the TV doctor of her dreams.<br />
SHARE<br />
FINANCIAL STATEMENTS<br />
KONZERNABSCHLUSS<br />
GROUP DATA<br />
“Nurse Betty” > 1999/2000<br />
Renée Zellweger<br />
<strong>Financial</strong> <strong>Statements</strong> Morgan Freeman<br />
<strong>IM</strong> <strong>AG</strong> FINANCIALS<br />
ss _ EBIT _ Tax _ Balance Sheet _ Assets _ Investments _ Film Development _ Liabilities _ Cash Flow _ Shareholders’ Equity _ Results _ Fixed-Asset Movement _ Acquisition Costs _ Book Value _ Payment _ Group Activity _ Accounting Policy _ IAS _ US-GAAP _ Operating _ Financing _ Investing _ F<br />
P<strong>AG</strong>E<br />
59
P<strong>AG</strong>E<br />
60<br />
<strong>Financial</strong> <strong>Statements</strong><br />
Consolidated<br />
Income Statement<br />
FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2000<br />
IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS<br />
(WITH PREVIOUS YEAR’S FIGURES FOR COMPARISON) 1<br />
Notes 2000 1999<br />
[in T8] [in T8]<br />
Sales revenue (1) 149,662 115,720<br />
Cost of goods sold (2) -103,219 -97,041<br />
Gross profit 46,443 18,679<br />
Project development costs -3,758 -1,076<br />
Distribution costs (3) -2,065 -1,306<br />
General administration costs (4) -14,892 -3,865<br />
Other operating income (5) 6,449 502<br />
Other operating costs (6) -1,164 0<br />
Goodwill amortisation -3,557 0<br />
EBIT 27,456 12,934<br />
<strong>Financial</strong> result (7) 5,753 -727<br />
Result from ordinary business activities 33,209 12,207<br />
Extraordinary result 0 -1,205<br />
Result before tax 33,209 11,002<br />
Taxes on income and profits (8) -13,524 -3,517<br />
Result after tax (9) 19,685 7,485<br />
Loss carried forward -1<br />
Pro forma adjustments 0 -7,486<br />
Net retained profits 19,684 -1<br />
1) The previous year’s figures refer to the pro forma Consolidated <strong>Financial</strong> <strong>Statements</strong> of 31.12.1999<br />
and in the Prospectus of 20.5.2000 in accordance with US-GAAP.<br />
_ Accounts _ Valuation and Consolidation Method _ Provision _ <strong>Financial</strong> Year _ Majority Holding _ Mergers and Acquisitions _ London _ Los Angeles _ Munich _ Exchange Rate _ Transaction _ Financing Scheme _ Distribution Rights _ Company _ Valuation _ Screenplay _ Film Production _ Goodwill<br />
P<strong>AG</strong>E<br />
61
P<strong>AG</strong>E<br />
62<br />
<strong>Financial</strong> <strong>Statements</strong><br />
Consolidated Balance Sheet<br />
AS OF 31 DECEMBER 2000<br />
IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS<br />
(WITH COMPARATIVE FIGURES FOR THE PREVIOUS YEAR) 1<br />
Assets Notes 31.12.2000 31.12.1999<br />
[in T8] [in T8]<br />
A. Noncurrent assets<br />
Intangible assets<br />
Goodwill 74,065 33,979<br />
Film and license assets 35,444 102,016<br />
Payments on account 0 13,035<br />
Total intangible assets<br />
Fixed assets<br />
(10) 109,509 149,030<br />
Buildings 11,050 0<br />
Other equipment, operating and office equipment 826 430<br />
Payments on account 10 0<br />
Total fixed assets<br />
<strong>Financial</strong> assets<br />
(11) 11,886 430<br />
Investments 283 14<br />
Total financial assets (12) 283 14<br />
Total noncurrent Assets 121,678 149,474<br />
B. Current Assets<br />
Inventories<br />
Film development costs<br />
and distribution costs 23,883 5,044<br />
Total Inventories<br />
Receivables and other assets<br />
(13) 23,883 5,044<br />
Trade accounts receivable 67,744 87,732<br />
Receivables from shareholders 0 25<br />
Other assets 5,044 6,782<br />
Total receivables and<br />
other assets<br />
Cheques, cash in hand, central bank<br />
(14) 72,788 94,539<br />
and bank balances (15) 191,338 30,376<br />
Total current assets 288,009 129,959<br />
C. Prepaid expenses (16) 30 114<br />
D. Deferred tax assets (17) 10,301 0<br />
Total Assets 420,018 279,547<br />
Shareholders’ Notes 31.12.2000 31.12.1999<br />
equity and liabilities [in T8] [in T8]<br />
A. Shareholders’ equity<br />
Subscribed capital (18) 30,878 24,375<br />
Capital reserves (19) 242,584 57,088<br />
Retained earnings 19,684 -1<br />
Currency translation differences -4,630 0<br />
Total shareholders’ equity 288,516 81,462<br />
B. Accrued liabilities<br />
Accrued taxes on earnings 13,748 94<br />
Deferred tax liabilities (20) 10,403 45,733<br />
Other accrued liabilities (21) 39,912 2,846<br />
Total accrued liabilities (22) 64,063 48,673<br />
C. Liabilities<br />
Bank loans and overdrafts 32,985 61,475<br />
Payments received on account of orders 7,825 25,300<br />
Trade accounts payable<br />
Non-consolidated<br />
22,983 50,542<br />
liabilities to affiliates 65 0<br />
Other liabilities 3,581 12,095<br />
Total liabilities (23) 67,439 149,412<br />
Total shareholders' equity and liabilites 420,018 279,547<br />
1) The figures of the previous year refer to the pro forma <strong>Financial</strong> <strong>Statements</strong> as of 31.12.1999 as in the Prospectus<br />
dated 20 May 2000 and are in accordance with US-GAAP.<br />
pital _ Share Options _ Employees _ Geographical Markets _ Personnel Costs _ <strong>Financial</strong> Results _ Income _ Profit _ Reconciliation _ Accounting _ Foundation _ Closing Date _ Box TV Ltd _ Inventories _ Trade Accounts _ Share Capital _ Commercial Register _ Cash Contribution _ Agreement _ Ge<br />
P<strong>AG</strong>E<br />
63
P<strong>AG</strong>E<br />
64<br />
<strong>Financial</strong> <strong>Statements</strong><br />
Cash Flow Statement<br />
FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2000 1<br />
IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS<br />
(WITH PREVIOUS YEAR’S FIGURES FOR COMPARISON) 2<br />
Notes 2000 1999<br />
[in T8] [in T8]<br />
Consolidated net income 19,685 7,485<br />
Depreciation and amortization 63,882 58,583<br />
Change in accrued liabilities<br />
Other non-cash<br />
58,439 -8,233<br />
expenses and income -1,397 0<br />
Cash Flow I (26) 140,609 57,835<br />
Changes in inventories<br />
Changes in trade accounts<br />
-23,883 -1,819<br />
receivable and other assets -72,788 -49,714<br />
Changes in other short term assets<br />
Changes in trade<br />
-10,330 -73<br />
accounts payable 23,048 4,859<br />
Changes in other liabilities 11,406 28,158<br />
Changes in Working Capital -72,547 -18,589<br />
Cash Flow from operating activities<br />
Investments in<br />
68,062 39,246<br />
intangible assets (27) -66,233 -48,303<br />
Investments in fixed assets -11,880 -402<br />
<strong>Financial</strong> investments -267 -14<br />
Total Investments<br />
Receipts from<br />
-78,380 -48,719<br />
disposals of assets 160 29<br />
Changes in consolidated group -15,755 0<br />
Cash Flow from investing activities (28) -93,975 -48,690<br />
Changes in financial liabilities 32,984 17,992<br />
Paid-up increases in capital (28) 197,195 0<br />
Shareholders’ equity currency translation -4,630 0<br />
Other changes in shareholders’ equity -8,323 -7,486<br />
Cash Flow from financing activities 217,226 10,506<br />
Changes in liquidity 191,313 1,062<br />
Cash and Cash Equivalents at beginning of period 25 29,314<br />
Cash and Cash Equivalents at end of period (29) 191,338 30,376<br />
1) The Cash Flow Statement as of 31 December 2000 was drawn up using actual figures for the period 1 January<br />
2000 to 31 December 2000. A direct comparison of the changes in balance sheet items given in the pro forma<br />
<strong>Financial</strong> <strong>Statements</strong> of 31.12.1999 is not possible.<br />
2) The figures for the previous year refer to the pro forma <strong>Financial</strong> <strong>Statements</strong> of 31.12.1999 as in the Prospectus<br />
dated 20 May 2000 and are in accordance with US-GAAP.<br />
Consolidated Statement of<br />
Shareholders’ Equity<br />
FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2000 3<br />
IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS<br />
(WITH PREVIOUS YEAR’S FIGURES)<br />
Subscribed Capital Net retained Currency translation Total<br />
capital reserves earnings adjustment (CTA)<br />
[in T8] [in T8] [in T8] [in T8] [in T8]<br />
Balance 16.8.1999 25 1 - - 26<br />
Results after tax - - -1 - -1<br />
Balance 31.12.1999 25 1 -1 0 25<br />
Balance 1.1.2000 25 1 -1 - 25<br />
Additional paid-in capital 30,853 250,906 - - 281,759<br />
Result after tax - - 19,685 - 19,685<br />
IPO costs - -8,323 - - -8,323<br />
Currency translation adjustment - - - -4,630 -4,630<br />
Balance 31.12.2000 30,878 242,584 19,684 -4,630 288,516<br />
3) A direct comparison of shareholders' equity from the changes in items in the pro forma <strong>Financial</strong> <strong>Statements</strong> of<br />
the 31.12.1999 and the items on the 31.12.2000 is not possible, as the shareholders’ equity was drawn up using<br />
actual figures.<br />
al Meeting _ Costs of Flotation _ Film Stock _ Sale of Licences _ Valuation Year _ Film Assets _ Funds Statement _ Film Rights _ Europe _ North America _ Asia _ Board Member _ Management _ VISONO GmbH _ German Auditing Regulations _ Knowledge _ Supervisory Board _ Company _ Gross<br />
P<strong>AG</strong>E<br />
65
P<strong>AG</strong>E<br />
66<br />
<strong>Financial</strong> <strong>Statements</strong><br />
Schedule of<br />
Fixed Asset Movements<br />
FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2000<br />
IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARDS<br />
(WITH COMPARATIVE FIGURES FOR THE PREVIOUS YEAR) 1<br />
ACQUISITION COST DEPRECIATION BOOK VALUE<br />
Brought Changes in Additions Disposals Balance B/F Changes in Additions Disposals Currency Trans- Balance Book Value Book Value<br />
forward consolidated 31.12.2000 1.1.2000 consolidated lation Adjustment 31.12.2000 31.12.2000 31.12.1999<br />
1.1.2000 [in T8] companies [in T8] [in T8] [in T8] [in T8] companies [in T8] [in T8] (CTA) [in T8] [in T8] [in T8] [in T8]<br />
Intangible assets<br />
Goodwill 0 75,466 2,081 0 77,547 0 0 3,557 0 -75 3,482 74,065 33,979<br />
Film assets 0 19,514 74,649 0 94,163 0 0 59,991 0 -1,272 58,719 35,444 102,016<br />
Payments on account 0 0 0 0 0 0 0 0 0 0 0 0 13,035<br />
0 94,980 76,730 0 171,710 0 0 63,548 0 -1,347 62,201 109,509 149,030<br />
Fixed assets<br />
Buildings<br />
Other equipment, operating<br />
0 0 11,052 0 11,052 0 0 2 0 0 2 11,050 0<br />
and office equipment 0 776 818 -160 1.434 0 326 331 -44 -5 608 826 430<br />
Payments on account 0 0 10 0 10 0 0 0 0 0 0 10 0<br />
0 776 11,880 -160 12,496 0 326 333 -44 -5 610 11,886 430<br />
<strong>Financial</strong> assets<br />
Investments 0 16 267 0 283 0 0 0 0 0 0 283 14<br />
0 16 267 0 283 0 0 0 0 0 0 283 14<br />
Total noncurrent assets 0 95,772 88,877 -160 184,489 0 326 63,881 -44 -1,352 62,811 121,678 149,474<br />
1) Balances brought forward on 1.1.2000 are based on actual figures and are therefore not<br />
equivalent to the balance sheet items in the pro forma <strong>Financial</strong> <strong>Statements</strong> of 31.12.1999.<br />
T _ Tax _ Balance Sheet _ Assets _ Investments _ Film Development _ Liabilities _ Cash Flow _ Shareholders’ Equity _ Results _ Fixed-Asset _ Movement _ Acquisition Costs _ Book Value _ Payment _ Group Activity _ Accounting Policy _ IAS _ US-GAAP _ Operating _ Financing _ Investing _ Final _ Acco
P<strong>AG</strong>E<br />
68<br />
<strong>Financial</strong> <strong>Statements</strong><br />
Notes to the Consolidated<br />
<strong>Financial</strong> <strong>Statements</strong><br />
I. General<br />
GROUP ACTIVITIES<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> is registered under No. HR B 130722 in the Commercial Register<br />
of the Munich District Court and its registered office is in Munich, Germany. Group activities<br />
include the production, sale and distribution of media productions, principally feature films<br />
and films for television, television series and other television productions of all kinds. Also<br />
included are services to the film and television industry and the acquisition and holding of<br />
investments in companies in the same sector.<br />
ACCOUNTING POLICIES<br />
The <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> <strong>Financial</strong> <strong>Statements</strong> for the financial year 1 January 2000 to<br />
31 December 2000 were prepared under International Accounting Standards (IAS) in accordance<br />
with § 292a of the HGB (German Commercial Code). The company is consequently released<br />
from the obligation to prepare Consolidated <strong>Financial</strong> <strong>Statements</strong> on the basis of the regulations<br />
of the HGB and the AktG (German Stock Companies Law). Since <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> is<br />
quoted on the Neuer Markt of the German Stock Exchange, it is required to produce its <strong>Financial</strong><br />
<strong>Statements</strong> in accordance with the regulations of the IAS or the American regulations of US-GAAP.<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has opted for the accounting regulations of the IAS for the preparation<br />
of its first <strong>Financial</strong> <strong>Statements</strong>. In all instances where no specific standard was given in the IAS<br />
regulations US-GAAP standards have been applied.<br />
In both the Consolidated Income Statement and the Consolidated Balance Sheet various items<br />
are combined in order to give a clearer view. The individual items are explained in detail under<br />
an appropriate reference number in the Notes. The Consolidated Income Statement was drawn<br />
up as per the cost of sales format in normal international use. In the absence of a specific IAS<br />
formatting regulation, the Consolidated Balance Sheet was set out to conform with the usual<br />
format set out in § 266 HGB (German Commercial Code). In the Cash Flow Statement the flow<br />
of payments are formatted as per IAS 7 conforming with international practice in the areas of<br />
cash flow from operating activities, cash flow from investing activities and cash flow from<br />
financing activities. The Segment Reporting was set out in accordance with IAS 14 regulations.<br />
The Consolidated <strong>Financial</strong> <strong>Statements</strong> show the consolidated results of the Company and<br />
of its affiliates in which it has a majority holding. Unless indicated otherwise, all total amounts<br />
are given in thousand euros (T8).<br />
USE OF EST<strong>IM</strong>ATES<br />
The preparation of final accounts in accordance with IAS regulations requires that estimates<br />
and assumptions are included which have an effect on the values of assets, liabilities and<br />
financial obligations on the closing date and on the income and expenditures shown therein.<br />
The actual results may deviate from these estimates and assumptions.<br />
PECULIARITIES SPECIFIC<br />
TO THE INDUSTRY<br />
Neither the HGB requirements nor the IAS regulations take into account the peculiarities<br />
specific to the film and media industry. Therefore, in cases of doubt, accounting principles<br />
were supplemented by the regulations of US-GAAP. In questions of interpretation, valuation<br />
and accounting, as well as in questions of disclosure peculiar to the industry, the current<br />
issue of SOP 00-02 (Accounting by Producers or Distributors of Films) was used as a basis.<br />
US-GAAP regulations were only brought into use if they did not contradict existing IAS<br />
regulations. As such, the use of these regulations is also deemed appropriate for accounting<br />
according to IAS.<br />
aluation and Consolidation Method _ Provision _ <strong>Financial</strong> Year _ Majority Holding _ Mergers and Acquisitions _ London _ Los Angeles _ Munich _ Exchange Rate _ Transaction _ Financing Scheme _ Distribution Rights _ Company _ Valuation _ Screenplay _ Film Production _ Goodwill _ Capital _<br />
P<strong>AG</strong>E<br />
69
P<strong>AG</strong>E<br />
70<br />
<strong>Financial</strong> <strong>Statements</strong><br />
EXPLANATION OF THE ESSENTIAL DIFFERENCES BETWEEN<br />
THE IAS CONSOLIDATED FINANCIAL STATEMENTS<br />
AND THE GERMAN ACCOUNTING REGULATIONS<br />
The main differences in accounting, valuation and consolidation methods valid under German<br />
law include the capitalisation of self-produced intangible assets, the recognition of revenues<br />
and treatment of IPO costs. In addition, there are further differences in the reporting and the<br />
valuation of claims, provisions and liabilities.<br />
Self-produced intangible assets, in particular film and merchandising rights, were entered<br />
as assets as costs of production, even though under HGB rules this is forbidden. A detailed<br />
explanation of revenue recognition is given in the report on accounting methods.<br />
In the Consolidated Balance Sheet the diverging valuation according to IAS of assets and<br />
liabilities on closing date is relevant. Assets and liabilities in foreign currencies in the IAS<br />
Consolidated <strong>Financial</strong> <strong>Statements</strong> are valued at the exchange rate on closing date regardless<br />
of the historical rate. This is contrary to the rules of the HGB where the lowest / highest<br />
value principle for assets and liabilities respectively is used.<br />
Provisions and liabilities which are either low interest bearing or non-interest bearing are<br />
reported under IAS at their present value. In contrast, HGB uses nominal values or amounts<br />
repayable.<br />
Expenses directly related to the capital increase were offset with the corresponding tax<br />
benefits and subsequently charged to capital reserves. Under HGB rules the expenses<br />
of capital increases are reported under other operating expenses.<br />
For all material temporary differences between the Commercial Balance Sheet and the Fiscal<br />
Balance Sheet deferred tax items were constituted.<br />
IAS’s more detailed criteria for disclosure were applied in the Notes (including details of<br />
earnings per share, related party transactions), rather than those of the HGB.<br />
FIRST-T<strong>IM</strong>E CONSOLIDATION AND<br />
COMPARATIVE FIGURES<br />
First-time consolidation of the investments to be consolidated took place on the 1 April 2000.<br />
As a result, the Consolidated Income Statement for the financial year 1 January to 31 December<br />
1999 comprised solely parent company data. To allow a comparison with the results of the<br />
previous year, the figures for the appropriate pro forma Consolidated <strong>Financial</strong> <strong>Statements</strong><br />
for the same period in the previous year were compared with the Consolidated Income<br />
Statement for the financial year 1 January to 31 December 2000. Due to the differing basis<br />
for the pro forma Consolidated <strong>Financial</strong> <strong>Statements</strong> for 1 January to 31 December 1999 a<br />
complete comparison is not given.<br />
CONSOLIDATED GROUP<br />
In the financial year 2000 the consolidated group is made up of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
and its subsidiaries. The group includes the following companies in which <strong>IM</strong> <strong>Internationalmedia</strong><br />
<strong>AG</strong> either directly or indirectly has a majority holding, or companies which by reason<br />
of other rights are subsidiary to it:<br />
re Options _ Employees _ Geographical Markets _ Personnel Costs _ <strong>Financial</strong> Results _ Income _ Profit _ Reconsiliation _ Accounting _ Foundation _ Closing Date _ Box TV Ltd _ Inventories _ Trade Accounts _ Share Capital _ Commercial Register _ Cash Contribution _ Agreement _ General Meeti<br />
P<strong>AG</strong>E<br />
71
P<strong>AG</strong>E<br />
72<br />
<strong>Financial</strong> <strong>Statements</strong><br />
AFFILIATES OF <strong>IM</strong> INTERNATIONALMEDIA <strong>AG</strong><br />
Equity interest Period included in Date<br />
in Consolidated <strong>Financial</strong> of first-time<br />
% <strong>Statements</strong> consolidation<br />
Pacifica Film Development Inc.,<br />
USA, Los Angeles<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Pacifica Film Distribution LLC,<br />
USA, Los Angeles<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Film Equities Ltd,<br />
UK, London<br />
100 % 1 April - 31 December2000 1 April 2000<br />
Intermedia Film Equities USA Inc.,<br />
USA, Los Angeles<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Film Distribution Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films Land Girls Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films MP Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films SF Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films JDP Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films Villa Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (FB) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
MEI Films Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (BD) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (ACE) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (HS) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (LLL) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (WD) Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia.Com Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Film Development Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Finance Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (Enigma) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Up at the Villa Productions Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Codebreaker Productions Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Facilities Ltd., UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Village Intermedia Pictures Lt.,<br />
UK, London<br />
50 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Arc Pictures Ltd, UK, London 50 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films 2000 Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Music Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Dovestar Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
RPM Guaranty N.V.,<br />
Netherlands Antilles, Curacao<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Dovestar MTE Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (TR) Ltd, UK, London<br />
<strong>IM</strong> Filmproduktions- und Vertriebs-<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
GmbH & Co. KG, Grünwald 100 % 29 September - 31 December 2000 29 September 2000<br />
NEW MERGERS AND ACQUISITIONS<br />
The IAS financial statements of the affiliates listed were included in the Group <strong>Financial</strong><br />
<strong>Statements</strong> for the first time on the balance sheet closing date.<br />
PRINCIPAL SUBSIDIARIES<br />
INTERMEDIA FILM EQUITIES LTD<br />
LONDON<br />
The main operational activities of <strong>Internationalmedia</strong> Group are concentrated in this<br />
company founded on 28 November 1995. <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has a 100 per cent holding<br />
in the company. The annual deficit reported for the period 1 April 2000 to 31 December 2000<br />
amounted to 4,132 t euros.<br />
PACIFICA FILM DISTRIBUTION LLC,<br />
LOS ANGELES<br />
The activities of Pacifica Film Distribution LLC comprise the distribution of film rights in all<br />
media sectors. <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has a 100 per cent holding in the company. For the<br />
period 1 April 2000 to 31 December 2000 the company reported an annual surplus of 868 euros.<br />
PACIFICA FILM DEVELOPMENT INC.,<br />
LOS ANGELES<br />
Pacifica Film Development Inc. is concerned with the identification of potential film subjects,<br />
their development and the packaging of film productions. <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has<br />
a 100 per cent holding in this company. The company reported a surplus for the period<br />
1 April 2000 to 31 December 2000 of 623 t euros.<br />
<strong>IM</strong> FILMPRODUKTIONS- UND VERTRIEBS GMBH & CO. KG,<br />
GRÜNWALD<br />
<strong>IM</strong> Filmproduktions- und Vertriebs GmbH & Co. KG holds rights to existing films and produces<br />
new feature films. <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has a 100 per cent holding. For the period<br />
28 September 2000 to 31 December 2000 the company reported a surplus of 25,823 t euros.<br />
osts of Flotation _ Film Stock _ Sale of Licences _ Valuation Year _ Film Assets _ Funds Statement _ Film Rights _ Europe _ North America _ Asia _ Board Member _ Management _ VISONO GmbH _ German Auditing Regulations _ Knowledge _ Supervisory Board _ Company _ Gross _ EBIT _ Tax _ Ba<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
ASSOCIATED COMPANIES<br />
BOX TV LTD, LONDON<br />
Box TV Ltd, which began operations in December 2000, is a TV production company with great<br />
potential for the future in which <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has an indirect holding of 24.9 per<br />
cent. The company’s results were not included in the Group <strong>Financial</strong> <strong>Statements</strong> because of<br />
the minimal influence it would have on the assets, finance and income situation.<br />
CONSOLIDATION PRINCIPLES<br />
UNIFORM GROUP ACCOUNTING AND VALUATION<br />
The Group <strong>Financial</strong> <strong>Statements</strong> are based on the audited year-end financial statements of<br />
the group companies prepared according to uniform rules on Group <strong>Financial</strong> <strong>Statements</strong>.<br />
Only in the case of associated companies, valued according to the equity method, different<br />
accounting and valuation methods were used in the Group <strong>Financial</strong> <strong>Statements</strong>.<br />
FULL CONSOLIDATION<br />
Capital consolidation of the fully consolidated companies uses the book value method, setting<br />
the purchase price against the group share in the equity of the consolidated subsidiaries at<br />
the moment of acquisition or upon first-time consolidation. If valued higher than the share in<br />
equity the difference was entered in the assets of the respective subsidiaries in the Group<br />
<strong>Financial</strong> <strong>Statements</strong>. The remaining differential amount after write-ups is shown as Goodwill.<br />
It is amortised using the straight-line method over a scheduled lifespan of up to 20 years.<br />
Group receivables and liabilities between fully consolidated companies were consolidated.<br />
In the case of consolidation of earnings, the internal revenues and internal incomes of fully<br />
consolidated companies were set against the expenses arising from them. If depreciation on<br />
holdings in consolidated companies was entered in the individual financial statements of a<br />
group company, this was eliminated from the Income Statement of the Group.<br />
CURRENCY TRANSLATION<br />
INDIVIDUAL FINANCIAL STATEMENTS<br />
IN FOREIGN CURRENCIES<br />
Monetary positions in foreign currencies reported in individual balance sheets of constituent<br />
companies are expressed in terms of the exchange rate on the closing date in accordance<br />
with IAS 21.<br />
The main operational activities of the company are settled in US dollars. The US dollar<br />
therefore serves as the functional currency. The Group <strong>Financial</strong> <strong>Statements</strong> were also<br />
expressed in US dollars. The <strong>Internationalmedia</strong> Group has decided to use the euro (8) for<br />
the presentation of the Group <strong>Financial</strong> <strong>Statements</strong>. For the purposes of reporting in the<br />
Group <strong>Financial</strong> <strong>Statements</strong>, items on the Balance Sheet are converted at the exchange<br />
rate on the closing date, and items in the Income <strong>Statements</strong> are converted at the average<br />
rate for the financial year. Shareholders’ equity is converted at historical rates, and the<br />
annual surplus at the average rate for the financial year.<br />
DIFFERENCES<br />
IN CURRENCY TRANSLATION<br />
Conversion differences arising on conversion of the functional currency into the reporting<br />
currency are set against shareholders’ capital with no effect on the net income.<br />
RECEIVABLES AND LIABILITIES<br />
IN FOREIGN CURRENCY<br />
Foreign currency receivables and liabilities in consolidated individual financial statements are<br />
converted at the year end rate. Losses to be expected from changes in exchange rates are<br />
accounted for on the closing date with due effect on the operating results.<br />
ce Sheet _ Assets _ Investments _ Film Development _ Liabilities _ Cash Flow _ Shareholders’ Equity _ Results _ Fixed-Asset Movement _ Acquisition Costs _ Book Value _ Payment _ Group Activity _ Accounting Policy _ IAS _ US-GAAP _ Operating _ Financing _ Investing _ Final _ Accounts _ Valuat<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
EXCHANGE RATES<br />
The exchange rate pertaining on the individual transaction date was used as the basis<br />
for converting the individual balance sheet items of the consolidated German and English<br />
companies.<br />
ACCOUNTING PRINCIPLES<br />
REVENUE AND REVENUE RECOGNITION<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> generates revenues from production and worldwide distribution of<br />
film rights. Revenues are mainly generated in the following areas: financing schemes and<br />
licensing of distribution rights.<br />
Where the Company does not already have distribution rights by virtue of production contracts,<br />
the Group obtains the necessary licenses from the licensing authority for particular countries<br />
and time periods.<br />
On the basis of the acquired distribution rights the Group companies grant sublicenses for<br />
limited periods and for restricted territories worldwide. Once a contract is signed revenues pass<br />
to the licensee, provided that <strong>Internationalmedia</strong> has fulfilled its main contractual obligations.<br />
As a rule, this means that all rights have passed to the licensee, and distributable material<br />
has either been delivered or is available for delivery (e.g. by means of a lab access letter),<br />
so that the licensee can exploit the material and the licensing period can begin.<br />
VALUATION OF FILM AND LICENSE ASSETS<br />
The valuation of film and license assets is effected in the <strong>Internationalmedia</strong> Group by means<br />
of the film-forecast-computation-method. This internationally recognised method prescribes<br />
that the sole attributable costs of production or acquisition of film or licensing assets must be<br />
capitalised until commencement of the distribution of a film or film rights. Capitalised production<br />
costs include external costs for acquisition of screenplay and film production as well as actors<br />
fees etc. In addition, costs of third party capital are included according to IAS 23/l. In total,<br />
interest on third party capital is capitalised in the amount of 3,317 t euros.<br />
In the year 2000, acquisition or production costs of 94,163 t euros (including changes to<br />
the consolidated group and payments made) were capitalised. Amortisation of film and<br />
license assets according to the film-forecast-computation-method was effected dependent<br />
on exploitation. Periodic proportional amortisation over a period of 20 years (distribution<br />
dependent amortisation) is taken into account, corresponding to the share of total revenue<br />
resulting from exploitation. In addition, at regular intervals, but by each closing date at the<br />
latest, an impairment test is to be carried out in accordance with IAS 16.<br />
If the respective lower limit of amortisation is reported within the possible time-span, then<br />
at the end of the first distribution cycle (i.e. initial completion of the various distribution<br />
stages) an average of 17 per cent of the originally capitalised acquisition or production costs<br />
will remain. At the end of the first exploitation cycle an analysis will be made as to what<br />
extent a second cycle is probable and what value (17 per cent on average) it should be given.<br />
INTANGIBLE ASSETS<br />
Intangible assets acquired are reported with acquisition or production costs. Computer<br />
software depreciation is straight-line over its estimated life span of three to five years.<br />
Goodwill resulting from capital consolidation is depreciated by the straight-line method<br />
conforming to IAS 22 over a maximum of 20 years because of the long term strategic<br />
importance of the holdings.<br />
and Consolidation Method _ Provision _ <strong>Financial</strong> Year _ Majority Holding _ Mergers and Acquisitions _ London _ Los Angeles _ Munich _ Exchange Rate _ Transaction _ Financing Scheme _ Distribution Rights _ Company _ Valuation _ Screenplay _ Film Production _ Goodwill _ Capital _ Share Opt<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
Film and license assets belonging to <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> are shown as a separate item<br />
in intangible assets. In the absence of IAS regulations specific to the industry, valuation is carried<br />
out according to the regulations of SOP 00-02 (Accounting by Producers or Distributors of Films)<br />
with the exception of the amortisation of films. Film amortisation is effected over a period of<br />
20 years, whereas SOP 00-02 prescribes a period of 10 years. There exist mortgages inherent<br />
in the industry.<br />
FIXED ASSETS<br />
Fixed asset items are valued at acquisition<br />
cost less depreciation in accordance with<br />
IAS 16. As such, the following life spans<br />
for individual fixed asset items are applied:<br />
FINANCIAL ASSETS<br />
<strong>Financial</strong> assets include holdings in subsidiary and associated companies, other investments<br />
and other loans. With the exception of the holdings in associated companies valued according<br />
to the equity method, holdings and other investments and loans are posted at acquisition cost.<br />
The exception constitutes unscheduled depreciation on account of continuous impairment.<br />
INVENTORIES<br />
Buildings<br />
Depreciation in years<br />
Buildings 40<br />
Computer hardware 3 - 5<br />
Office and business equipment 4 - 10<br />
Conforming to IAS 16 fixed assets are subject to an<br />
impairment test at each closing date.<br />
The valuation of inventories in the <strong>Internationalmedia</strong> Group is effected at year end according<br />
to IAS 2 regulations at acquisition or production cost or lower replacement cost. In this case<br />
production costs assume full costs.<br />
RECEIVABLES AND OTHER ASSETS<br />
Receivables and other assets are posted at nominal value less individual adjustments for<br />
bad debts. In cases of doubt reasonable adjustments by commercial judgement are made.<br />
Long-term debts with more than a year to run are discounted at an interest rate of 6 per<br />
cent p. a. on the closing date.<br />
LIABILITIES<br />
Liabilities are posted at their repayment value. A special rule applies to liabilities at low or<br />
zero interest, which are posted at their present value.<br />
ACCRUED LIABILITIES<br />
According to IAS 37 provisions for doubtful liabilities, deferred expenses and expected losses<br />
from pending transactions are constituted at a level that is reasonable and prudent. Provisions<br />
are only constituted when there is a legal or de facto obligation towards third parties for them.<br />
The posted value of provisions is based on those amounts required to cover future obligations<br />
to pay, recognisable risks and doubtful liabilities of the Group.<br />
DEFERRED TAXES<br />
Deferred taxes are constituted to cover differences between the commercial/group balance<br />
sheet result and the cumulative fiscal result of the consolidated companies. The value of<br />
the capitalised deferred tax assets is determined by whether the claim within the utility of<br />
the losses carried forward is more probable than improbable. In accordance with IAS 12.47<br />
these deferred taxes are calculated using tax rates which will be valid when the differences<br />
will either be reversed or compensated.<br />
_ Employees _ Geographical Markets _ Personnel Costs _ <strong>Financial</strong> Results _ Income _ Profit _ Reconciliation _ Accounting _ Foundation _ Closing Date _ Box TV Ltd _ Inventories _ Trade Accounts _ Share Capital _ Commercial Register _ Cash Contribution _ Agreement _ General Meeting _ Cos<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
AUTHORISED<br />
BUT UNISSUED CAPITAL<br />
In a resolution of the General Shareholders’ Meeting on 8 May 2000 the capital stock of<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> was conditionally increased by 1,500,000 euros. This conditional<br />
increase in capital is for the exercise of share options, which were issued to board members<br />
and employees in 2000. This conditional increase in capital is only to be utilised insofar as<br />
holders exercise the options.<br />
SHARE OPTION SCHEMES<br />
IAS currently contains no regulations for the posting and valuation of share option schemes.<br />
Consequently, no special treatment is prescribed for the balance sheet and the profit and loss<br />
account. It is therefore not obligatory to show an appropriate expenditure as personnel costs<br />
in the profit and loss account, as provided for in US-GAAP for example. Against this background<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> confines itself to a detailed presentation of its proposed<br />
share option schemes in the Notes.<br />
II. Notes to the Consolidated<br />
Income Statement<br />
In order to make a comparison of developments in the previous year, the current Group<br />
Income Statement for the financial year 1 January 2000 to 31 December 2000 and the<br />
adjusted pro forma Income Statement for the previous year were used. On account of<br />
diverging assumptions, full comparability of data is not possible.<br />
(1) REVENUES<br />
A schedule of revenues by geographical markets and areas of activity is given in the<br />
Segment Report.<br />
(2) COST OF GOODS SOLD<br />
Production costs necessary for the attainment of revenues amounted to 103,219 t euros.<br />
They comprise amortisation of film rights dependent on exploitation totalling 59,991 t euros<br />
and personnel and materials costs amounting to 43,228 t euros. Cost of goods sold include<br />
the following items:<br />
Cost of goods sold 2000 1999<br />
[in T8] pro forma<br />
Film rights amortisation 59,991 58,583<br />
Cost of materials 16,660 37,560<br />
Personnel expenses 437 898<br />
Other costs of materials<br />
(Residuals, Participations)<br />
26,131 0<br />
Total 103,219 97,041<br />
In the previous year, Residuals and Participations were entered under Cost of Materials.<br />
Flotation _ Film Stock _ Sale of Licences _ Valuation Year _ Film Assets _ Funds Statement _ Film Rights _ Europe _ North America _ Asia _ Board Member _ Management _ VISONO GmbH _ German Auditing Regulations _ Knowledge _ Supervisory Board _ Company _ Gross _ EBIT _ Tax _ Balance<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
(3) DISTRIBUTION COSTS<br />
In the financial year 2000 distributions costs amounted to 2,065 t euros. The individual items<br />
are set out in the following table:<br />
Distribution Costs 2000 1999<br />
[in T8] pro forma<br />
Personnel expenses 1,599 1,011<br />
Advertising and travel expenses 11 0<br />
Space costs 191 0<br />
Other costs 264 295<br />
Total 2,065 1,306<br />
In the previous year costs of rooms were entered in general administration costs.<br />
(4) GENERAL ADMINISTRATION COSTS<br />
In the financial year 2000, general administration costs amounted to 14,892 t euros.<br />
They consisted of the following items:<br />
General Administration Costs 2000 1999<br />
[in T8] pro forma<br />
Personnel expenses 9,229 2,482<br />
Depreciation 220 132<br />
Consultancy 1,545 317<br />
Advertising and travel expenses 1,361 467<br />
Space costs 946 247<br />
Other costs 1,591 220<br />
Total 14,892 3,865<br />
(5) OTHER OPERATING INCOME<br />
Other operating income amounting to 6.449 t euros comprise the following items:<br />
Other operating income 2000 1999<br />
[in T8] pro forma<br />
Foreign exchange gains 6,025 502<br />
Servicing department 95 0<br />
Other 329 0<br />
Total 6,449 502<br />
(6) OTHER OPERATING COSTS<br />
Other operating costs amounting to 1,164 t euros comprise the following items:<br />
Other operating costs 2000 1999<br />
[in T8] pro forma<br />
Foreign exchange losses 160 0<br />
Restructuring costs 966 0<br />
Allowance for bad debt 32 0<br />
Other 6 0<br />
Total 1,164 0<br />
(7) FINANCIAL RESULT<br />
The financial result for the year 2000 came to 5,753 t euros and comprised:<br />
<strong>Financial</strong> result 2000 1999<br />
[in T8] pro forma<br />
Other interest receivable and similar income 6,277 155<br />
Interest payable and similar costs -524 -882<br />
Total 5,753 -727<br />
et _ Assets _ Investments _ Film Development _ Liabilities _ Cash Flow _ Shareholders’ Equity _ Results _ Fixed-Asset Movements _ Acquisition Costs Consolidation Method _ Provision _ <strong>Financial</strong> Year _ Majority Holding _ Mergers and Acquisitions _ London _ Los Angeles _ Munich _ Exchange Rate _<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
(8) TAXES ON INCOME AND PROFITS<br />
Tax liabilities for the financial year 2000 consist of the following individual items: Profit Taxes<br />
- 18,685 t euros, deferred taxes 5,161 t euros. Tax expenditure is calculated by applying the<br />
German tax rate of 40 per cent (corporation tax, solidarity surcharge and trade tax). Taxes on<br />
flotation costs amounting to 4,405 t euros were set against equity capital with neutral effect.<br />
Reconciliation of tax expenditure 2000 1999<br />
[in T8] pro forma<br />
Result before tax 33,209 11,002<br />
Calculated tax expenditure<br />
at tax rate of 40 %<br />
-13,284 -5,894<br />
Non-deductible operational expenses 2,190 5<br />
Goodwill amortisation -1,427 0<br />
Divergent foreign tax rates 393 2,247<br />
Domestic tax rate changes -1,396 125<br />
Actual tax expenditure 13,524 -3,517<br />
Deferred taxes amounting to 5,161 t euros were entered as follows:<br />
Deferred Taxes 2000 1999<br />
[in T8] pro forma<br />
Timing differences of film assets 7,603 -5,726<br />
Timing differences of film liabilities<br />
Transitory accounting difference of<br />
-5,838 0<br />
other provisions and liabilities 126 0<br />
Losses carried forward from period prior to registration 5,237 0<br />
Tax rate changes -1,967 0<br />
Total 5,161 -5,726<br />
(9) EARNINGS PER SHARE<br />
Basic earnings per share is calculated according to IAS 33 by dividing group annual profit<br />
after third party shares and taxes by the average number of existing shares.<br />
The basis for calculating the average number of existing shares was the issued shares in<br />
existence at the foundation of the Group at the moment of transformation into a joint stock<br />
company on 2 March 2000.<br />
Earnings per share 2000 1999<br />
pro forma<br />
Net income in T8 19,685 7,485<br />
Weighted average number of shares outstanding 29,520,902 24,375,000<br />
Basic earnings per share in 8 0.67 0.31<br />
Weighted average number of shares outstanding 29,520,902 24,375,000<br />
Weighted average number of<br />
potential shares<br />
245,041 0<br />
Diluted earnings per share in 8 0.66 0.31<br />
nsaction _ Financing Scheme _ Distribution Rights _ Company _ Valuation _ Screenplay _ Film Production _ Goodwill _ Capital _ Share Options _ Employees _ Geographical Markets _ Personnel Costs _ <strong>Financial</strong> Results _ Income _ Profit _ Reconciliation _ Accounting _ Foundation _ Closing Da<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
III. Notes to the Consolidated<br />
Balance Sheet<br />
(10) INTANGIBLE ASSETS<br />
Intangible assets comprise the goodwill acquired on consolidation. On the closing date on<br />
31 December 2000 intangible assets were constituted as set out in the following table.<br />
Intangible assets 31.12.2000 31.12.1999<br />
pro forma<br />
[in T8]<br />
Goodwill 74,065 33,979<br />
Film and license assets 35,444 102,016<br />
Payments on account 0 13,035<br />
Total 109,509 149,030<br />
(11) FIXED ASSETS<br />
The acquisition and disposal of fixed assets mainly centre on the purchase of an office<br />
building in Los Angeles. For detailed information please refer to the schedule of fixed<br />
asset movements.<br />
(12) FINANCIAL ASSETS<br />
<strong>Financial</strong> assets consist of holdings in associated companies. With a volume of 283 t euros this<br />
principally refers to holdings in Box TV Ltd. The company was not included in the Consolidated<br />
<strong>Financial</strong> <strong>Statements</strong>, as it had not been involved in any substantial operations and, overall, is<br />
of minor significance as regards the Consolidated <strong>Financial</strong> <strong>Statements</strong>. In this context, please<br />
refer to the explanatory notes on the Consolidated Group above.<br />
<strong>Financial</strong> Assets 31.12.2000 31.12.1999<br />
[in T8] pro forma<br />
Holdings in associated companies 283 14<br />
Total 283 14<br />
(13) INVENTORIES<br />
Inventories on 31 December 2000 consist mainly of film development costs and preproduction<br />
costs.<br />
(14) TRADE ACCOUNTS RECEIVABLE AND OTHER ASSETS<br />
Trade accounts receivable and other assets amount to 72,788 t euros, all of which are<br />
receivable within 12 months. The situation on closing date was as follows:<br />
Receivables and other assets 31.12.2000 31.12.1999<br />
pro forma<br />
[in T8]<br />
Trade accounts receivable 67,744 87,732<br />
Receivables from shareholders 0 25<br />
Other assets 5,044 6,782<br />
Total 72,788 94,539<br />
Trade accounts receivable constitute the licensing of films amounting to 65,917 t euros<br />
(85,983 t euros) as well as other trade accounts receivable over 1,827 t euros (1,749 t euros).<br />
The breakdown of other assets is shown in the following table:<br />
Other Assets 31.12.2000 31.12.1999<br />
pro forma<br />
[in T8]<br />
Tax refund claims 1,003 4,352<br />
Accrued interest 1,855 0<br />
Miscellaneous other assets 2,186 2,430<br />
Total 5,044 6,782<br />
ox TV Ltd _ Inventories _ Trade Accounts _ Share Capital _ Commercial Register _ Cash Contribution _ Agreement _ General Meeting _ Costs of Flotation _ Film Stock _ Sale of Licences _ Valuation Year _ Film Assets _ Funds Statement _ Film Rights _ Europe _ North America _ Asia _ Board Mem<br />
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<strong>Financial</strong> <strong>Statements</strong><br />
(15) CASH AND CASH EQUIVALENTS<br />
The cash and cash equivalents held by <strong>Internationalmedia</strong> amount to 191,338 t euros.<br />
On 31 December 2000 this item consisted mainly of bank balances.<br />
(16) PREPAID EXPENSES<br />
Deferrals include deferred costs for expenditures in the following year.<br />
(17) DEFERRED TAX ASSETS<br />
Deferrals of taxes are effected in accordance with IAS 12 (rev. 1996). In accordance with<br />
this standard, the tax rates in force or adopted on the closing date are applied. Further<br />
explanations regarding capitalised deferred taxes are to be found under Note (8) “Taxes<br />
on income and profits”.<br />
SHAREHOLDERS’ EQUITY<br />
(18) SUBSCRIBED CAPITAL<br />
The subscribed capital of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>, amounting to 30,877,500 euros on the<br />
closing date consisted of 30,877,500 euros no par value bearer shares with an arithmetical<br />
interest in the capital of 1 euro each. Subscribed capital was fully paid in.<br />
In a resolution of the General Shareholders’ Meeting on 22 December 1999 the name of<br />
“deltaaquarii Beteiligungs GmbH” under which the company was founded, was changed to<br />
“Intermedia GmbH” and entered in the Commercial Register on 21 February 2000.<br />
By a shareholders’ resolution of 2 March 2000 Intermedia GmbH in accordance with the<br />
regulations in Art. 90 ff of the Umwandlungsgesetz (UmwG – German Company Reorganisation<br />
Act) was reorganised, changing its legal form from a GmbH (Ltd company equivalent) into an<br />
Aktiengesellschaft (plc equivalent) and the name changed to “Intermedia <strong>AG</strong>”. On the same<br />
day the shareholders’ meeting decided to increase the share capital by cash contribution of<br />
25,000 euros to a total of 50,000 euros. This capital increase was entered in the Commercial<br />
Register on the 5 April 2000.<br />
In the course of the reorganisation of the company into an Aktiengesellschaft the existing<br />
share capital of 50,000 euros was reorganised as share capital of 50,000 euros divided into<br />
50,000 no par value bearer shares with an arithmetical share of 1 euro each. The entry of the<br />
reorganisation in the Commercial Register at the Munich District Court was made on 11 April<br />
2000. The company is registered there under number HR B 130722.<br />
At the extraordinary Shareholders’ Meeting on 11 April 2000 the following resolutions were<br />
passed concerning the capital of the company: The share capital of the company was<br />
increased by a nominal 24,325,000 euros divided into 24,325,000 shares with an arithmetical<br />
share of 1 euro each against the contribution of business activities of <strong>IM</strong>F Internationale<br />
Medien- und Film GmbH & Co. Produktions KG and of all the share capital of Intermedia Film<br />
Equities Ltd., of Pacifica Film Distribution LLC and of Pacifica Film Development Inc. It was<br />
further resolved at the Shareholders’ Meeting on 8 May 2000 to increase the share capital of<br />
the company by cash deposit of 5,625,000 euros to 30,000,000 euros. The capital increase<br />
was effected by the issue of 5,625,000 no par value bearer shares with an arithmetical<br />
share of 1 euro each. These shares were brought into circulation on flotation. The new shares<br />
have been entitled to profit share since the beginning of the financial year commencing<br />
1 January 2000.<br />
By a resolution of the Management Board on 5 June 2000 and with the agreement of the<br />
Supervisory Board on 6 June 2000 an increase in share capital of 877,500 euros from authorised<br />
capital I detailed below was undertaken. The increase in capital was undertaken to service<br />
the Greenshoe option through the issue of 877,500 no par value bearer shares with an<br />
arithmetical share of 1 euro each. The new shares have also been entitled to profit share<br />
since the beginning of the financial year commencing 1 January 2000.<br />
_ Management _ VISONO GmbH _ German Auditing Regulations _ Knowledge _ Supervisory Board _ Company _ Gross _ EBIT _ Tax _ Balance Sheet _ Assets _ Investments _ Film Development _ Liabilities _ Cash Flow _ Shareholders’ Equity _ Results _ Fixed-Asset Movements _ Acquisition Costs _ Boo<br />
P<strong>AG</strong>E<br />
89
P<strong>AG</strong>E<br />
90<br />
<strong>Financial</strong> <strong>Statements</strong><br />
AUTHORISED CAPITAL I<br />
At the Shareholders’ Meeting held on the 8 May 2000 the Board of Management was<br />
authorised to increase the share capital of the company with the agreement of the Supervisory<br />
Board by up to a total of 12,000,000 euros by a single or multiple issues of new bearer individual<br />
shares for cash and/or increase of non-cash capital. The Board of Management is authorised<br />
to make decisions concerning the suspension of subscription rights with the agreement of<br />
the Supervisory Board and to determine further details of any capital increase as well as to<br />
define conditions of the share issue. The Board of Management is empowered in particular<br />
to suspend subscription rights in order (a) to remove residual amounts from subscription<br />
rights, (b) to cover a multiple allotment in the issue of the company’s shares within the context<br />
of their shares being placed on a German stock exchange by the issuing banks, (c) to acquire<br />
companies or holdings in companies by the issue of shares for cash or increase of non-cash<br />
capital insofar as the acquisition of a company or holdings in a company lies within the interests<br />
of the company, (d) to issue shares as part of a capital increase for cash to banks, as long<br />
as the latter have agreed to offer the shares taken up to the general public and to remit the<br />
difference between price at issue and on placement to the company (Authorised Capital 2000/I).<br />
Authorised capital is reduced to 11,122,500 euros as a consequence of the servicing of the<br />
Greenshoe option.<br />
AUTHORISED CAPITAL II<br />
Additionally, the Board of Management was authorised at the General Meeting held on<br />
8 May 2000, with the agreement of the Supervisory Board to increase the share capital of<br />
the company by up to 3,000,000 euros by a single or multiple issue of new bearer shares<br />
for cash or increase of non-cash capital. A complete or partial suspension of subscription<br />
rights is permissible in the case of a cash increase in capital, as long as the issue price<br />
of the new shares is not significantly below the market price of similar quoted shares at the<br />
time of fixing the issue price. The Board of Management is authorised, with the agreement<br />
of the Supervisory Board to decide on the suspension of subscription rights and further<br />
details of any increase in capital, and to define the conditions for the issue of shares<br />
(Authorised Capital 2000/Il).<br />
AUTHORISED BUT UNISSUED CAPITAL<br />
For details concerning authorised but unissued capital refer to page 80 and, concerning share<br />
option schemes, to page 98 and under the reference number 31 in the Notes. In addition,<br />
please refer to page 65 for information concerning Consolidated Statement of Shareholders’<br />
Equity.<br />
(19) CAPITAL RESERVES<br />
The costs of flotation incurred by the increase in capital resolved on 8 May 2000 amounting<br />
to 13,103 t euros gross were entered in accordance with SIC 17 with neutral effect on results<br />
at a figure of 8,323 (net of taxes) euros into capital reserves. Accordingly, capital reserves are<br />
shown as follows:<br />
Capital Reserves 31.12.2000 31.12.1999<br />
pro forma<br />
[in 8]<br />
Balance at beginning of financial year 1,250 57,088,000<br />
Premium from capital increase<br />
on 3 March 2000<br />
52,301 0<br />
Premium from capital increase in kind<br />
of 11 April 2000<br />
60,239,207 0<br />
Premium from cash increase in capital I<br />
of 8 May 2000<br />
164,825,000 0<br />
Premium from cash increase in capital II<br />
of 6 June 2000<br />
25,789,725 0<br />
IPO costs<br />
(net of taxes)<br />
-8,323,368 0<br />
Total 242,584,115 57,088,000<br />
(20) DEFERRED TAX LIABILITIES<br />
Provisions for deferred taxes are effected according to the “temporary concept” as per IAS<br />
12 (rev. 1996). In accordance with this standard the tax rates known, valid or adopted on the<br />
closing date are applied. Further information concerning deferred taxes is to be found in<br />
Note (8) “Taxes on Income and Profits”.<br />
ue _ Payment _ Group Activity _ Accounting Policy _ IAS _ US-GAAP _ Operating _ Financing _ Investing _ Final _ Accounts _ Valuation and Consolidation Method _ Provision _ <strong>Financial</strong> Year _ Majority Holding _ Mergers and Acquisitions _ London _ Los Angeles _ Munich _ Exchange Rate _ Transaction<br />
P<strong>AG</strong>E<br />
91
P<strong>AG</strong>E<br />
92<br />
<strong>Financial</strong> <strong>Statements</strong><br />
(21) OTHER ACCRUED LIABILITIES<br />
Other accrued liabilities on 31.12.2000 are set out in the following table. Accrued liabilities of<br />
4,994 t euros have a term of up to a year and accrued liabilities of 19,684 t euros have a term<br />
of over five years.<br />
Other accrued liabilities 31.12.2000 31.12.1999<br />
[in T8] pro forma<br />
Accrued liabilities for residuals and participations 36,320 1,966<br />
Accrued liabilities for personnel 1,627 880<br />
Accrued liabilities for reorganisation 927 0<br />
Other accrued liabilities 1,038 0<br />
Total 39,912 2,846<br />
(22) SCHEDULE OF ACCRUED LIABILITIES<br />
Accrued liabilities Accrued Accrued Other<br />
schedule liabilities for liabilities for accrued<br />
[in T8] taxes on profits deferred taxes liabilities Total<br />
Balance on 1.1.2000 0 0 0 0<br />
Additions 13,748 10,403 39,912 64,063<br />
Amount consumed 0 0 0 0<br />
Retransfer -20 0 -2,838 -2,858<br />
Changes in<br />
Consolidated Group<br />
20 0 2,838 2,858<br />
Total 13,748 10,403 39,912 64,063<br />
(23) LIABILITIES<br />
Liabilities to banks are secured by assignments of parts of the film stock and an open<br />
assignment of receivables from sale of licenses. These liabilities are made up as follows:<br />
Liabilities 31.12.2000 31.12.1999<br />
[in T8] pro forma<br />
Liabilities to banks 32,985 61,475<br />
Prepayments 7,825 25,300<br />
Trade accounts<br />
payable<br />
23,048 50,542<br />
Other liabilities 3,581 12,095<br />
Total 67,439 149,412<br />
Of which with a term<br />
of up to a year<br />
65,620 95,973<br />
Of which with a term<br />
of one to five years<br />
1,362 53,439<br />
Of which with a term of over five years 457<br />
(24) CONTINGENCIES<br />
On the closing date there were no contingencies.<br />
(25) OTHER FINANCIAL LIABILITIES<br />
On the closing date the following financial obligations were outstanding, resulting from service,<br />
rental and leasing obligations:<br />
Other financial Between<br />
obligations Less than one Over five<br />
[in T8] a year and five years years Total<br />
Leasing contracts 11 39 0 50<br />
Rental contracts 61 0 0 61<br />
Total 72 39 0 111<br />
ancing Scheme _ Distribution Rights _ Company _ Valuation _ Screenplay _ Film Production _ Goodwill _ Capital _ Share Options _ Employees _ Geographical Markets _ Personnel Costs _ <strong>Financial</strong> Results _ Income _ Profit _ Reconciliation _ Accounting _ Foundation _ Closing Date _ Box TV Ltd<br />
P<strong>AG</strong>E<br />
93
P<strong>AG</strong>E<br />
94<br />
<strong>Financial</strong> <strong>Statements</strong><br />
IV. Notes to the Cash Flow<br />
Statement<br />
(26) INTEREST PAYMENTS<br />
In the year 2000 the outflow of funds for interest payments amounted to 524 t euros, whilst<br />
interest income amounted to 6,277 t euros. The non-cash element of interest outflows and<br />
of income is entered under Changes to Other Liabilities and Accrued Liabilities and under<br />
Other Assets.<br />
(27) NET CHANGES TO FILM AND LICENSE ASSETS<br />
Net changes to film assets including payments on account on these assets is shown on the<br />
balance sheet in the cash flows from investing activities.<br />
(28) ACQUISITION OF SUBSIDIARIES<br />
Cash outflows for the acquisition of companies in the financial year 2000 came to 266 t euros.<br />
In the context of acquisitions cash funds of 2,721 t euros were taken over. Alongside this,<br />
non-cash transactions totalling 84,567 t euros were realised for these acquisitions.<br />
(29) CASH AND CASH EQUIVALENT<br />
For the purposes of the cash flow statement assets belonging to <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
with an original maturity of up to three months are entered as Cash and Cash Equivalents.<br />
V. Notes to<br />
Segment Reporting<br />
PRINCIPLES<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> is divided into the following three segments (primary report format):<br />
“Owned” Films, “Serviced” Films and Financing Fees. The Segment Reporting is produced<br />
according to the regulations of IAS 14. The distinction of segments occurs according to the<br />
“risks and return” approach. As within <strong>Internationalmedia</strong> Group, the segmental risks are<br />
divided according to the planned internal organisation structure. The segments correspond<br />
with the management approach required by IAS 14. The information presented concerning<br />
the separate fields of activity (“Owned” Films, “Serviced” Films and Financing Fees) is based<br />
on standard accounting and valuation methods, by which the consolidated numbers in the<br />
Consolidated <strong>Financial</strong> <strong>Statements</strong> also were determined.<br />
DESCRIPTION OF THE SEGMENTS<br />
The "Owned” film segment includes all activities relating to the distribution of films for which<br />
<strong>Internationalmedia</strong> Group has worldwide distribution rights.<br />
The "Serviced" Film segment covers any activity resulting from the distribution of films which<br />
are not the property of the Group. As a rule, in the case of these films, the Group has the distribution<br />
rights for fixed periods and for certain territories.<br />
PRESENTATION OF SEGMENT INFORMATION<br />
Information on segments for the financial year 2000 is presented by separate fields of activity<br />
and breaks down as follows:<br />
entories _ Trade Accounts _ Share Capital _ Commercial Register _ Cash Contribution _ Agreement _ General Meeting _ Costs of Flotation _ Film Stock _ Sale of Licences _ Valuation Year _ Film Assets _ Funds Statement _ Film Rights _ Europe _ North America _ Asia _ Board Member _ Manag<br />
P<strong>AG</strong>E<br />
95
P<strong>AG</strong>E<br />
96<br />
<strong>Financial</strong> <strong>Statements</strong><br />
(30) SEGMENT DETAILS<br />
Business segments Business segments<br />
2000<br />
“Owned” “Serviced” Financing Elimination/<br />
[in T8] Film Film Fees transitions Group<br />
External revenues 116,392 19,697 13,573 0 149,662<br />
Internal group revenues 57,948 0 0 -57,948 0<br />
Total revenue 173,340 19,697 13,573 -57.948 149.662<br />
Gross profit 32,015 855 13,573 0 46,443<br />
Project development costs -3,758 -3,758<br />
Distribution costs -2,065<br />
General administration costs -14,892<br />
Other operating income 6,449<br />
Other operating costs -1,164<br />
Goodwill amortisation -3,557<br />
EBIT 27,456<br />
Segment fixed assets 35,444 86,234 121,678<br />
Depreciation and amortisation -59,991 -322 -60,313<br />
By region<br />
nt _ VISONO GmbH _ German Auditing Regulations _ Knowledge _ Supervisory Board _ Company _ Gross _ EBIT _ Tax _ Balance Sheet _ Assets _ Investments _ Film Development _ Liabilities _ Cash Flow _ Shareholders’ Equity _ Results _ Fixed-Asset Movement _ Acquisition Costs _ Book Value _<br />
1999<br />
“Owned” “Serviced” Financing Elimination/<br />
[in T8] Film Film Fees Transitions Group<br />
External revenues 72,635 38,210 4,875 0 115,720<br />
Internal group revenues 34,687 0 0 -34,687 0<br />
Total revenue 107,322 38,210 4,875 -34,687 115,720<br />
Gross profit 14,301 650 3,728 0 18,679<br />
Project development costs -1,076 -1,076<br />
Distribution costs -1,306<br />
General administrative costs -3,865<br />
Other operating income 502<br />
Other operating expenses 0<br />
EBIT 12,934<br />
Segment fixed assets 115,051 34,423 149,474<br />
Depreciation and amortisation -58,451 -132 -58,583<br />
Revenues 2000 1999<br />
[in T8] pro forma<br />
Europe 71,852 60,477<br />
North America 41,996 31,674<br />
Asia 9,019 9,829<br />
Other regions 13,222 8,865<br />
Financing fees 13,573 4,875<br />
Total 149,662 115,720<br />
P<strong>AG</strong>E<br />
97
P<strong>AG</strong>E<br />
98<br />
<strong>Financial</strong> <strong>Statements</strong><br />
IV. Notes to the<br />
Share Option Scheme<br />
(31) DETAILS OF THE SHARE OPTION SCHEME<br />
The share option scheme 2000 for employees was set up by the company and adopted at the<br />
Shareholders’ Meeting on 8 May 2000. Amongst other things, the objective of the programme<br />
is to recruit and retain employees and to secure the success of the enterprise by enabling<br />
employees to purchase shares in the company.<br />
Under the share option scheme 2000 the company is authorised to issue to employees<br />
a total of 1,500,000 options to purchase shares in <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> over the period<br />
between 16 May 2000 and 8 May 2002. A third of the options is reserved for Board members,<br />
a further third for senior executives and members of subsidiary companies’ management,<br />
and the final third for all other employees. The options entitle the owner to purchase shares<br />
in the company at a price equal to the share price on the day of grant plus 10 per cent.<br />
The options can be paid in three instalments: 33 per cent after two years, a further 33 per<br />
cent at the end of three years and the remaining 33 per cent after four years from the time<br />
the option rights were granted. In each case exercise is only possible within four weeks<br />
after publication of quarterly results.<br />
Under the share option scheme 2000, option rights may only be exercised if the owner<br />
remains in employment at <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> or at a subsidiary company. Options<br />
are not transferable.<br />
Share option scheme Number of options<br />
Balance at beginning of financial year 0<br />
Granted 1,113,650<br />
Exercised 0<br />
Expired 0<br />
Balance at end of financial year 1,113,650<br />
Of which may be exercised 0<br />
VII. Other Information<br />
(32) MEMBERS OF THE BOARD OF MAN<strong>AG</strong>EMENT DURING THE<br />
FINANCIAL YEAR 2000<br />
Board Management<br />
Florian Bollen Chairman strategic consulting,<br />
(from 2 March 2000) internet, investor relations<br />
Moritz Bormann Deputy Chairman coordination and monitoring<br />
(from 2 March 2000) of US productions, film financing,<br />
mergers and acquisitions<br />
Guy East (from 11 April 2000) development and acquisition of<br />
European film productions,<br />
global distribution<br />
Andreas Konle (from 1 May 2000) finance, management, personnel<br />
Nigel Sinclair (from 11 April 2000) film distribution in North America,<br />
contacts with US film industry<br />
(33) MEMBERS OF THE SUPERVISORY BOARD DURING THE<br />
FINANCIAL YEAR 2000:<br />
Supervisory Board Profession other<br />
supervisory<br />
board duties<br />
Antoinette Hiebeler-Hasner Chairman Tax adviser @Lounge Entertainment <strong>AG</strong>,<br />
(from 2 March 2000) Munich<br />
Matthias Deyle (from 2 March 2000) Film producer None<br />
Hugh Grant (from 8 May 2000) Actor None<br />
Dr. Mathias Hink (from 8 May 2000) Banker None<br />
Stefan von Moers (from 2 March 2000) Lawyer @Lounge Entertainment <strong>AG</strong>,<br />
Munich<br />
Tony Stewart (from 8 May 2000) <strong>Financial</strong> consultant None<br />
ment _ Group Activity _ Accounting Policy _ IAS _ US-GAAP _ Operating _ Financing _ Investing _ Final _ Accounts _ Valuation and Consolidation Method _ Provision _ <strong>Financial</strong> Year _ Majority Holding _ Mergers and Acquisitions _ London _ Los Angeles _ Munich _ Exchange Rate _ Transaction _ Finan<br />
P<strong>AG</strong>E<br />
99
P<strong>AG</strong>E<br />
100<br />
<strong>Financial</strong> <strong>Statements</strong><br />
(34) COMPENSATIONS - SUPERVISORY BOARD<br />
AND BOARD OF MAN<strong>AG</strong>EMENT<br />
In the financial year 2000 the total compensation of the Board of Management amounted<br />
to 3,483 t euros. In addition, during the financial year members of the Board were granted<br />
375,000 share options.<br />
In the financial year 2000 the compensation of the Supervisory Board amounted to a total<br />
of 35 t euros in conformity with the articles of incorporation.<br />
(35) NUMBER OF EMPLOYEES<br />
In the financial year 2000 an average of 76 people were employed at the <strong>Internationalmedia</strong><br />
Group. On 31.12.2000 there was a total of 88 employees.<br />
(36) RELATED PARTIES’ TRANSACTIONS<br />
Under IAS 24 the management of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>, its shareholders and the<br />
Supervisory Board are considered to be “related parties”. During the reporting period business<br />
transactions with Mrs. Hiebeler-Hasner of 18 t euros and with Mr. Deyle of 43 t euros were<br />
recorded. Costs in connection with the flotation of 5,529 t euros were reimbursed to Onda<br />
Entertainment Inc., a company belonging to Mr. Bormann.<br />
Members of the Board of Management receive annual compensation containing both fixed and<br />
variable elements. In the reporting period these amounted to 3,483 t euros.<br />
(37) EVENTS AFTER THE BALANCE SHEET DATE<br />
In January 2001 <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> acquired a stake of 25.1 per cent in VISONO GmbH,<br />
Berlin. VISONO GmbH is active in the field of rich media content. <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
has the option to take up a further holding of up to 25.0 per cent in the company.<br />
In addition, on 4 January 2001 receivables amounting to 65,844 t euros from a large American<br />
studio were received, which were due in financial year 2000.<br />
(38) DISTRIBUTION OF PROFITS<br />
It is proposed that <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>’s annual deficit for the year just ended<br />
amounting to - 1,706 t euros (according to HGB [German Commercial Code]) be carried<br />
forward.<br />
Munich, March 7, 2001<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> – The Board of Management<br />
Florian Bollen Moritz Bormann Guy East<br />
Andreas Konle Nigel Sinclair<br />
g Scheme _ Distribution Rights _ Company _ Valuation _ Screenplay _ Film Production _ Goodwill _ Capital _ Share Options _ Employees _ Geographical Markets _ Personnel Costs _ <strong>Financial</strong> Results _ Income _ Profit _ Reconciliation _ Accounting _ Foundation _ Closing Date _ Box TV Ltd _ Inventori<br />
P<strong>AG</strong>E<br />
101
P<strong>AG</strong>E<br />
102<br />
<strong>Financial</strong> <strong>Statements</strong><br />
Auditors’ Opinion<br />
We have audited the Consolidated <strong>Financial</strong> <strong>Statements</strong>, comprising the balance sheet,<br />
the Income Statement and the <strong>Statements</strong> of Changes in shareholders’ equity and Cash<br />
Flows as well as the Notes to the <strong>Financial</strong> <strong>Statements</strong> prepared for the business year from<br />
January 1 to December 31, 2000. The preparation and the content of the Consolidated<br />
<strong>Financial</strong> <strong>Statements</strong> in accordance with International Accouting Standards (IAS) are the<br />
responsibility of the Company’s management. Our responsibility is to express an opinion<br />
on these Consolidated <strong>Financial</strong> <strong>Statements</strong> based on our audit.<br />
We conducted our audit of the Consolidated <strong>Financial</strong> <strong>Statements</strong> in accordance with<br />
German auditing regulations and German generally accepted standards for the audit of<br />
financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW) and International<br />
Standards on Auditing (ISA). Those standards require that we plan and perform the audit<br />
such that it can be assessed with reasonable assurance whether the Consolidated <strong>Financial</strong><br />
<strong>Statements</strong> are free of material misstatements. Knowledge of the business activities and the<br />
economic and legal environment of the Group and evaluations of possible misstatements<br />
are taken into account in the determination of audit procedures. The evidence supporting<br />
the amounts and disclosures in the Consolidated <strong>Financial</strong> <strong>Statements</strong> are examined on<br />
a test basis within the framework of the audit. The audit includes assessing the accounting<br />
principles used and significant estimates made by management, as well as evaluating the<br />
overall presentation of the consolidated financial statements. We believe that our audit<br />
provides a reasonable basis for our opinion.<br />
In our opinion, the Consolidated <strong>Financial</strong> <strong>Statements</strong> give a true and fair view of the net<br />
assets, financial position, results of operations and cash flows of the Group for the business<br />
year in accordance with International Accounting Standards.<br />
Our audit, which also extends to the Group Management Report prepared by the Company’s<br />
management for the business year from January 1 to December 31, 2000, has not led to any<br />
reservations. In our opinion on the whole the group management report provides a suitable<br />
understanding of the Group`s position and suitably presents the risks of future development.<br />
In addition, we confirm that the Consolidated <strong>Financial</strong> <strong>Statements</strong> and the Group Management<br />
Report for the business year from January 1 to December 31, 2000 satisfy the conditions<br />
required for the Company’s exemption from its duty to prepare Consolidated <strong>Financial</strong> <strong>Statements</strong><br />
and the Group Management Report in accordance with German law.<br />
Munich, March 15, 2001<br />
KPMG Deutsche Treuhand-Gesellschaft<br />
Aktiengesellschaft<br />
Wirtschaftsprüfungsgesellschaft<br />
Dr. Ellrott Maurer<br />
Auditor Auditor<br />
rade Accounts _ Share Capital _ Commercial Register _ Cash Contribution _ Agreement _ General Meeting _ Costs of Flotation _ Film Stock _ Sale of Licences _ Valuation Year _ Film Assets _ Funds Statement _ Film Rights _ Europe _ North America _ Asia _ Board Member _ Management _ VISONO<br />
P<strong>AG</strong>E<br />
103
P<strong>AG</strong>E<br />
104<br />
<strong>Financial</strong> <strong>Statements</strong><br />
Report of the<br />
Supervisory Board<br />
In the year 2000, the Supervisory Board was informed on the situation of the company by<br />
the Board of Management in two meetings (4 September 2000, 15 September 2000) as well<br />
as in individual meetings and passed the required resolutions pursuant to its duties legally<br />
established Statute.<br />
Corporate business development as well as medium-and-long term corporate strategy,<br />
including planning of finances and personnel, formed the focal point of the Board of Management’s<br />
reporting. The main focus of our consultancy activities were the economic development<br />
of the whole Group as well as specific business areas.<br />
In the Year 2000 necessary resolutions were passed in Supervisory Board meetings as well<br />
as via circulars. No special committees were required. The full Supervisory Board gave advise<br />
and took decisions on all important topics of the Year 2000. Acquisitions were approved<br />
after detailed meetings with the Board of Management.<br />
The <strong>Financial</strong> <strong>Statements</strong> of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> and the Consolidated <strong>Financial</strong><br />
<strong>Statements</strong> as of December 31, 2000, as well as the notes have been audited by KPMG<br />
Deutsche Treuhandgesellschaft <strong>AG</strong> Wirtschaftsprüfungsgesellschaft. They expressed an<br />
unqualified opinion.<br />
The auditors’ report of KPMG on both the <strong>Financial</strong> <strong>Statements</strong> and the Consolidated <strong>Financial</strong><br />
<strong>Statements</strong> were available to the Supervisory Board and were discussed in detail with the<br />
auditors at the meeting of the Supervisory Board on March 16, 2001. Based on our examination<br />
of the documents made available by the auditors and the Board of Management, we have<br />
no reservations and agree with the auditors’ opinion. The Supervisory Board approves the<br />
<strong>Financial</strong> <strong>Statements</strong> for the year 2000 – which are herewith passed pursuant § 127 AktG.<br />
The Supervisory Board expresses its thanks to the Board of Management and all employees<br />
of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> and its subsidiaries for their performance and commitment during<br />
the previous year.<br />
Munich, March 17, 2001<br />
Antoinette Hiebeler-Hasner<br />
Chairman of the Supervisory Board<br />
bH _ German Auditing Regulations _ Knowledge _ Supervisory Board _ Company _ <strong>Financial</strong> Results _ Income _ Profit _ Reconciliation _ Accounting Personnel Costs _ <strong>Financial</strong> Results _ Income _ Profit _ Reconciliation _ Accounting _ Foundation _ Closing Date _ Box TV Ltd _ Distribution Righ<br />
G r o u p<br />
D a t a<br />
P<strong>AG</strong>E<br />
105
P<strong>AG</strong>E<br />
106<br />
G r o u p<br />
D a t a<br />
ANNUAL REVIEW<br />
When the working-class city of Keighley, England, is chosen to host<br />
the National Hair Championships, almost all the locals are excited. But<br />
MM. REPORT<br />
not Phil (Alan Rickman), the one-time golden boy of the competitive<br />
hairdressing circuit. Phil hung up his scissors when his wife and model,<br />
Shelley (Natasha Richardson), left him and their son, Brian (Josh Hartnett),<br />
to set up shop - and housekeeping - with Sandra (Rachel Griffiths). Old<br />
habits die hard, however. And when Phil, Shelley, and Sandra learn that<br />
some outsiders are bending the rules to score an underhanded win, they<br />
SHARE<br />
set aside their differences to dive hair-first into the contest.<br />
FINANCIAL STATEMENT<br />
P<strong>AG</strong>E<br />
KONZERNABSCHLUSS<br />
GROUP DATA<br />
<strong>IM</strong> <strong>AG</strong> FINANCIALS<br />
“Blow Dry” > 2000 /2001<br />
Natasha Richardson,<br />
G r o u p D a t a<br />
Rachel Griffiths, Alan Rickman,<br />
Heidi Klum und Josh Hartnett<br />
nchen _ Beverly Hills _ Los Angeles _ London _ Natasha Richardson _ Rachel Griffiths _ Alan Rickman _ Heidi Klum _ Josh Hartnett _ München _ Beverly Hills _ Los Angeles _ London _ Natasha Richardson _ Rachel Griffiths _ Alan Rickman _ Heidi Klum _ Josh Hartnett _ Munich _ Beverly Hills _ Los An-<br />
107
P<strong>AG</strong>E<br />
108<br />
Group Data<br />
Locations<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
Cuvilliésstraße 25<br />
D - 81679 Munich<br />
Tel.: +49 (89) 98 107-100<br />
Fax: +49 (89) 98 107-199<br />
E-Mail: info@internationalmedia.de<br />
Internet: http://www.internationalmedia.de<br />
Pacifica Film Development Inc.<br />
335 North Maple Drive<br />
Suite 235<br />
Beverly Hills, CA 90210<br />
Tel.: +1 (310) 285-969-6<br />
Fax: +1 (310) 285-969-1<br />
Intermedia Film Equities Inc.<br />
8490 Sunset Boulevard<br />
Los Angeles, CA 90069<br />
Tel.: +1 (310) 777-000-7<br />
Fax: +1 (310) 777-000-8<br />
Intermedia Film Equities Ltd<br />
9 -13 Grosvenor Street<br />
London WIK 4QA<br />
Tel.: +44 (20) 74 95-3322<br />
Fax: +44 (20) 74 95-3993<br />
Group Structure<br />
<strong>IM</strong> Filmproduktions-<br />
und Vertriebs<br />
GmbH & Co.KG<br />
München Munich<br />
100 %<br />
<strong>IM</strong> <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
BOX TV Ltd<br />
24,9 %<br />
Intermedia Film<br />
Equities Ltd<br />
Dovestar Ltd<br />
100 %<br />
London<br />
100 %<br />
Intermedia Film<br />
Intermedia Film<br />
Developement<br />
Development Ltd<br />
Inc.<br />
100 %<br />
100 %<br />
Intermedia Film<br />
Distribution Ltd<br />
100 %<br />
Pacifica Film<br />
Distribution LLC<br />
Los Angeles<br />
100 %<br />
RPM Guaranty N. V.<br />
100 %<br />
Intermedia Film<br />
Equities USA Inc. Inc.<br />
100%<br />
Intermedia<br />
Music Ltd<br />
100%<br />
Pacifica Film<br />
Development Inc.<br />
Los Angeles<br />
100 %<br />
Intermedia.Com<br />
Ltd<br />
100%<br />
MEI Films Ltd<br />
100%<br />
es _ London _ Natasha Richardson _ Rachel Griffiths _ Alan Rickman _ Heidi Klum _ Josh Hartnett _ München _ Beverly Hills _ Los Angeles _ London _ Natasha Richardson _ Rachel Griffiths _ Alan Rickman _ Heidi Klum _ Josh Hartnett _ Munich _ Beverly Hills _ Los Angeles _ London _ Natasha Rich-<br />
<strong>IM</strong> <strong>AG</strong><br />
<strong>Financial</strong>s<br />
P<strong>AG</strong>E<br />
109
P<strong>AG</strong>E<br />
110<br />
<strong>IM</strong> <strong>AG</strong><br />
<strong>Financial</strong>s<br />
<strong>IM</strong> <strong>AG</strong> ABSCHLUSS<br />
<strong>IM</strong> <strong>AG</strong> NOTES<br />
odwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ N<br />
P<strong>AG</strong>E<br />
111
P<strong>AG</strong>E<br />
112<br />
<strong>Financial</strong>s<br />
<strong>IM</strong> <strong>AG</strong> Balance Sheet<br />
AS OF 31 DECEMBER 2000 AS PER HGB<br />
(WITH COMPARATIVE FIGURES FOR THE PREVIOUS YEAR) 1<br />
Assets Notes 31.12.2000 31.12.1999<br />
[in 8] [in 8]<br />
A. Intangible assets<br />
Goodwill 0,00 0,00<br />
Total intangible assets (1) 0,00 0,00<br />
Fixes assets<br />
Other plant, business<br />
and office equipment 232,945.60 0.00<br />
Payments on account 10,243.89 0.00<br />
Total fixed assets<br />
<strong>Financial</strong> assets<br />
(2) 243,189.49 0.00<br />
Investment in Subsidiaries 33,795,559.27 0.00<br />
Loans to subsidiaries 145,460,471.00 0.00<br />
Total financial assets (3) 179,256,030.27 0.00<br />
Total noncurrant assets 179,499,219.76 0.00<br />
B. Current assets<br />
Trade accounts<br />
receivable<br />
Receivables from<br />
(4) 790.97 0.00<br />
subsidiaries 13,624.00 0.00<br />
Other assets<br />
Cheques, cash in hand<br />
(5) 2,747,862.90 55.75<br />
and at bank (6) 68,935,409.57 25,403.01<br />
Total current assets 71,697,687.44 25,458.76<br />
C. Prepaid expenses 25,146.11 0.00<br />
Total assets 251,222,053.31 25,458.76<br />
Shareholders’ Notes 31.12.2000 31.12.1999<br />
equity and liabilities [in 8] [in 8]<br />
A. Shareholders’ equity<br />
Subscribed capital 30,877,500.00 25,000.00<br />
Capital reserves 190,668,275.81 1,250.00<br />
Loss carried forward -1,706,882.69 -791.24<br />
Total Shareholders’ equity (7) 219,838,893.12 25,458.76<br />
B. Accrued liabilities<br />
Other accrued liabilities 1,195,617.15 0.00<br />
Total Accrued liabilities (8) 1,195,617.15 0.00<br />
C. Liabilities<br />
Liabilities<br />
(9)<br />
to banks<br />
Trade accounts<br />
176.60 0.00<br />
payable (10) 567,356.45 0.00<br />
Liabilities to<br />
subsidiaries 29,572,953.11 0.00<br />
Other liabilities<br />
of which taxes 33,924.44 8 (prev. year 0.00 8)<br />
of which social security 10,801.08 8 (prev. year 0.00 8)<br />
(11) 47,056.88 0.00<br />
Total Liabilities 30,187,543.04 0.00<br />
Total Shareholders’ equity and liabilities 251,222,053.31 25,458.76<br />
1) The previous year’s figures refer to the partial financial year from 16 August to 31 December 1999 for<br />
deltaaquarii Beteiligungs GmbH (later: Intermedia GmbH, then: Intermedia <strong>AG</strong>, then: <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>)<br />
odwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities<br />
P<strong>AG</strong>E<br />
113
P<strong>AG</strong>E<br />
114<br />
<strong>Financial</strong>s<br />
<strong>IM</strong> <strong>AG</strong><br />
Income Statement<br />
FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2000 AS PER HGB<br />
(WITH COMPARATIVE FIGURES OF THE PREVIOUS YEAR) 1<br />
Notes 2000 1999<br />
[in 8] [in 8]<br />
Revenues (13) 33,898,889.80 0.00<br />
Other operating income (14) 21,567,167.13 0.00<br />
Total services and revenue 55,466,056.93 0<br />
Cost of materials (15) -36,566,256.90 0<br />
Personnel expenses (16) -404,862.26 0<br />
Depreciation<br />
Other operating<br />
-447,973.75 0<br />
costs<br />
Income from loan of<br />
(17) -23,896,375.86 -791,24<br />
financial assets (18) 1,496,857.00 0.00<br />
of which from subsidiary companies 1,496,857 8 (prev. year 0.00 8)<br />
Other interest and similar revenue (18) 5,403,127.93 0.00<br />
Interest and similar expenditures (18) -2,756,664.55 0.00<br />
of which from subsidiary companies 979,069 8 (prev. year 0.00 8)<br />
Result from ordinary business activities/<br />
Annual deficit -1,706,091.45 -791,24<br />
Loss carried forward from last year -791,24 0.00<br />
Loss carried forward -1,706,882.69 -791,24<br />
1) The previous year’s figures refer to the partial financial year from 16 August to 31 December 1999 for<br />
deltaaquarii Beteiligungs GmbH (later: Intermedia GmbH, then: Intermedia <strong>AG</strong>, then: <strong>Internationalmedia</strong> <strong>AG</strong>)<br />
Notes to the<br />
<strong>Financial</strong> <strong>Statements</strong><br />
I. General<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>’s annual <strong>Financial</strong> <strong>Statements</strong> have been drawn up in accordance<br />
with the regulations of the German Commercial Code (HGB) for large corporations and the<br />
German Stock Companies Law (AktG). The parent company, <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> has<br />
used the possibility of consolidating the Annual Report and Group Annual Report which is allowed<br />
under Art. 315 para. 3 of the Commercial Code. Accordingly, <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>’s<br />
Annual <strong>Financial</strong> <strong>Statements</strong> are published together with the Consolidated <strong>Financial</strong> <strong>Statements</strong><br />
in the Companies’ Register of the Munich District Court under number HRB 130722.<br />
INFORMATION ON THE COMPANY<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> (<strong>IM</strong> <strong>AG</strong>) was formed from Intermedia <strong>AG</strong> following a resolution<br />
passed at the Shareholders’ Meeting held on 8 May 2000. Intermedia <strong>AG</strong> itself had been<br />
formed on 2 March 2000 as a result of the transformation of Intermedia GmbH. The change<br />
in name from deltaaaquarii Beteiligungs GmbH to Intermedia GmbH had taken effect on<br />
21 February 2000. Intermedia <strong>AG</strong>’s share capital amounted to 50,000 euros. By resolution<br />
of the Shareholders’ Meeting held on 11 April 2000 the share capital was increased to<br />
24,375,000 euros. At the Shareholders’ Meeting of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> held on<br />
8 May 2000 it was also resolved, under the listing on the Neuer Markt, to increase the capital<br />
by 5,625,000 euros to 30,000,000 euros and to have authorised capital of a total amount of<br />
15,000,000 euros. With the approval of the Supervisory Board on 6 June 2000, 877,500 euros<br />
was taken from the authorised capital to service the Greenshoe option. The subscribed<br />
capital thus amounts to 30,877,500 euros.<br />
The increase in capital to 24,325,000 euros approved on 11 April 2000 is based on an<br />
increase in capital and non-cash contributions, represented as follows: The business of<br />
<strong>IM</strong>F Internationale Medien und Film GmbH & Co. Produktions KG (<strong>IM</strong>F), and all shares in<br />
Pacifica Film Distribution LLC (Pacifica Distribution), Pacifica Film Development Inc. (Pacifica<br />
Development) and Intermedia Film Equities Limited (Intermedia). As consideration for the<br />
contribution <strong>IM</strong>F received shares to the amount of 3,351,016 euros, the shareholders in<br />
Pacifica Distribution received shares to the amount of 8,106,322 euros, shareholders in<br />
Pacifica Development shares to the amount of 100 euros and shareholders in Intermedia<br />
shares amounting to 12,867,562 euros.<br />
tes _ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificate<br />
P<strong>AG</strong>E<br />
115
P<strong>AG</strong>E<br />
116<br />
<strong>Financial</strong>s<br />
On 29 September 2000 <strong>IM</strong> Filmproduktions- und Vertriebs-Verwaltungs GmbH (<strong>IM</strong> GmbH) was<br />
founded with an initial contribution of 25,000 euros, one of the objects of which is to assume<br />
personal liability in <strong>IM</strong> Filmproduktions- und Vertriebs GmbH & Co. KG (<strong>IM</strong> KG), which was also<br />
founded on 29 September 2000.<br />
As part of the restructuring of the Group, effective 12 a.m. on 29 September 2000 <strong>IM</strong> <strong>Internationalmedia</strong><br />
<strong>AG</strong> contributed its business activities in the fields of film and media to <strong>IM</strong> Filmproduktions-<br />
und Vertriebs GmbH & Co. KG (hereinafter referred to as <strong>IM</strong> KG) in return for<br />
shares. In consideration for the transfer of assets <strong>IM</strong> <strong>AG</strong> received a participation to the amount of<br />
5,000,000 euros and thus obtained a 100 per cent stake in the corporate value of <strong>IM</strong> KG.<br />
<strong>IM</strong> KG’s objective is the development, financing and production of feature films and their<br />
distribution while <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>, since the capital contribution was made, has held<br />
the position of de facto Group holding company.<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> draws up Consolidated <strong>Financial</strong> <strong>Statements</strong> in accordance with<br />
the regulations set out in International Accounting Standards (IAS), as required for companies<br />
listing on the Neuer Markt. These Consolidated <strong>Financial</strong> <strong>Statements</strong> are exempt under the<br />
provisions of Art. 292a of the Commercial Code.<br />
II. Accounting principles<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>’s annual <strong>Financial</strong> <strong>Statements</strong> as of 31 December 2000 are<br />
drawn up in accordance with the regulations laid down in the Commercial Code for<br />
large corporations, in accordance with Stock Companies Law and with the supplementary<br />
provisions of the articles of incorporation.<br />
COMPARISON WITH THE PREVIOUS YEAR<br />
The figures for the previous year refer to the annual <strong>Financial</strong> <strong>Statements</strong> as of<br />
31 December 1999 of the legal predecessor deltaaquarii Beteiligungs GmbH which had<br />
not yet begun operations (incomplete financial year for the period 16 August 1999 to<br />
31 December 1999).<br />
III. N o t e s t o t h e B a l a n c e<br />
S h e e t<br />
(1) INTANGIBLE ASSETS<br />
Intangible assets acquired are valued at acquisition cost less depreciation calculated in<br />
accordance with the straight-line method. Goodwill is written down over its probable<br />
useful life of 20 years. In the event of decreases in value thought to be permanent and<br />
extraordinary depreciation is charged.<br />
<strong>IM</strong>F’s contribution made in April 2000 resulted in intangible assets – goodwill – totalling<br />
11,129 t euros written down using the straight-line method over a fixed useful life of 20 years.<br />
The transfer of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>’s film and media activities to <strong>IM</strong> KG resulted in a<br />
transfer of assets. Accordingly, they were only written down over 9 months in the financial<br />
year 2000.<br />
Intangible Goodwill<br />
assets<br />
[in 8]<br />
Accumulated acquisition costs at 1.1.2000 0<br />
Additions 11,128,684<br />
Disposals 11,128,684<br />
Accumulated acquisition costs at 31.12.2000 0<br />
Accumulated amortisation at 1.1.2000<br />
Additions 417,326<br />
Disposals 417,326<br />
Accumulated amortisation at 31.12.2000 0<br />
Residual book values at 31.12.2000 0<br />
hare Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ Notes _ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposal<br />
P<strong>AG</strong>E<br />
117
P<strong>AG</strong>E<br />
118<br />
<strong>Financial</strong>s<br />
(2) FIXED ASSETS<br />
Tangible fixed assets are valued at purchase and manufacturing cost less depreciation.<br />
Tangible fixed assets are written down using the straight-line method only, using the<br />
simplification rule of R44 para. 2 of the Income Tax Regulations. For other assets, fixtures<br />
and fittings the useful life is between 3 and 20 years. Economic assets with a low value are<br />
written down in full in the year they are acquired. An extraordinary depreciation is charged,<br />
if it is expected that a decrease in value will be permanent. The extraordinary depreciation<br />
is revoked.<br />
Fixed assets Other plant,<br />
business and Payments<br />
[in 8] office equipment on account Total<br />
Accumulated acquisition costs at 1.1.2000 0 0 0<br />
Additions 266,288 10,244 276,532<br />
Disposals - 7,138 0 - 7,138<br />
Accumulated acquisition costs at 31.12.2000 259,150 10,244 269,394<br />
Accumulated depreciation at 1.1.2000 0 0<br />
Additions 30,648 0 30,648<br />
Disposals 4,444 0 4,444<br />
Accumulated depreciation at 31.12.2000 26,204 0 26,204<br />
Residual book values at 31.12.2000 232,946 10,244 243,190<br />
(3) FINANCIAL ASSETS<br />
<strong>Financial</strong> assets are valued at the acquisition cost, if necessary less depreciation. The<br />
additions of shares in associated companies refers to the contribution of all shares in<br />
Intermedia Film Equities Ltd, London, in Pacifica Film Distribution LLC, Los Angeles, and in<br />
Pacifica Film Development Inc., Los Angeles. <strong>IM</strong> Filmproduktions- und Vertriebs GmbH & Co. KG,<br />
Grünwald, was founded in the second half of the year .<br />
Loans to associated companies refer essentially to providing Intermedia Film Equities Ltd<br />
with necessary funds. Debts in foreign currencies are converted at the rate prevailing on the<br />
closing date.<br />
<strong>Financial</strong> assets Investments in Loans to<br />
subsidiaries subsidiaries Total<br />
[in 8]<br />
Accumulated acquisition costs at<br />
1.1.2000 0 0 0<br />
Additions 33,795,559 163,396,985 197,192,544<br />
Disposals 0 17,936,514 17,936,514<br />
Accumulated acquisition costs at<br />
31.12.2000 33,795,559 145,460,471 179,256,030<br />
Accumulated depreciation<br />
at 1.1.2000 0 0 0<br />
Additions 0 0 0<br />
Disposals 0 0 0<br />
Accumulated depreciation<br />
at 31.12.2000 0 0 0<br />
Remaining book value at 31.12.2000 33,795,559 145,460,471 179,256,030<br />
uisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ Notes _ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Lia<br />
P<strong>AG</strong>E<br />
119
P<strong>AG</strong>E<br />
120<br />
<strong>Financial</strong>s<br />
(4) TRADE ACCOUNTS RECEIVABLE<br />
Debts for supplies and services are shown at their nominal value. Short-term debts in foreign<br />
currencies are converted at the rate prevailing on the closing date.<br />
(5) OTHER ASSETS<br />
Other receivables and other assets are shown at their nominal value. Any default or other<br />
risks are taken into account by means of corresponding adjustments in value. Short-term<br />
debts in foreign currencies are converted at the rate prevailing on the closing date.<br />
This applies in particular to offset accounts with other companies in the <strong>Internationalmedia</strong><br />
Group, claims for tax refunds and interest receivable.<br />
Other in more in more<br />
assets than than<br />
31.12.2000 one year 31.12.1999 one year<br />
[in 8]<br />
Other receivables<br />
from subsidiaries 13,624 0 0 0<br />
Tax refunds 893,126 0 0 0<br />
Other assets 1,854,737 0 56 0<br />
(6) CASH<br />
2,761,487 0 56 0<br />
Cash includes credit balances with various banks in different currencies. Credit balances in<br />
foreign currencies are converted at the rate prevailing on the closing date.<br />
(7) SHAREHOLDERSS’ EQUITY<br />
Subscribed capital has increased considerably following the Company’s flotation on the<br />
stock exchange. It is divided into 30,877,500 no par value bearer ordinary shares with an<br />
arithmetical interest in the share capital of 1 euro per share.<br />
A resolution passed at the Shareholders’ Meeting held on 8 May 2000 authorised the Board of<br />
Management to increase the Company’s share capital with the agreement of the Supervisory<br />
Board by 8 May 2005 by issuing up to 12,000,000 new bearer shares for contributions in cash<br />
or kind on one or several occasions, in total up to 12,000,000 euros (authorised capital 2000/I).<br />
The Board of Management is also authorised to decide, with the agreement of the Supervisory<br />
Board, on the exclusion of subscription rights and to determine further details of any capital<br />
increase, the conditions for the issue of shares and the details of the rights embodied in the<br />
share certificates.<br />
The Board of Management has made use of this capital authorised for 2000/I in the year under<br />
review by placing, in order to service the greenshoe option agreed as part of the flotation,<br />
877,500 bearer shares with no par value and with an arithmetical share of 1 euro of the<br />
Company’s share capital at an issue price of 32 euros per share. The remaining capital<br />
authorised for 2000/I, valid until 8 May 2005, thus amounts to 11,122,500 euros as at the<br />
balance sheet date.<br />
The Board of Management was also authorised by the Shareholders’ Meeting held on<br />
8 May 2000 to increase the Company’s share capital with the agreement of the Supervisory<br />
Board by 8 May 2005 by issuing new bearer shares for contributions in cash or kind on<br />
one or several occasions, by up to 3,000,000 euros (authorised capital 2000/I). Suspending<br />
subscription rights when the capital held in cash is increased is permissible in whole or in part<br />
if the issuing price of the new shares is not substantially less than the market price of the<br />
shares already quoted on the stock exchange on the same terms at the time the issue price<br />
is finally determined (authorised capital 2000/II). The Board of Management is authorised, with<br />
the agreement of the Supervisory Board, to decide on the suspension of the shareholders’<br />
subscription rights and to determine further details of any capital increase and the conditions<br />
for the share issue. The capital authorised for 2000/II is 3,000,000 euros as at balance sheet<br />
date and remains valid until 8 May 2005.<br />
ties _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ Notes _ <strong>Financial</strong> Results _ Share Ownership<br />
P<strong>AG</strong>E<br />
121
P<strong>AG</strong>E<br />
122<br />
<strong>Financial</strong>s<br />
The General Meeting of Shareholders held on 8 May 2000 also voted on a contingent capital<br />
increase amounting to 1,500,000 euros in accordance with Art. 192 para. 1,2 no 3 in order to<br />
cover the granting of subscription rights to employees.<br />
The resolution complies with the requirements of Art. 193 para. 2 AktG by virtue of including<br />
the following statements:<br />
7.1 CONTENTS OF THE SHARE SUBSCRIPTION RIGHTS<br />
Each share subscription right gives entitlement to purchase one of the bearer shares.<br />
The new shares in the Company resulting from the exercise of the share subscription rights<br />
are equivalent to the shares in the Company already issued at the time the new shares are<br />
issued as regards the right to participate in profits.<br />
7.2 PEOPLE ENTITLED TO SUBSCRIBE AND ALLOCATION<br />
The share subscription rights may be offered to members of the Board of Management of<br />
Intermedia <strong>AG</strong> (now <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>), to members of the management of associated<br />
companies at home and abroad within the meaning of Art. 15 AktG and to employees of<br />
Intermedia <strong>AG</strong> (now <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>) and associated companies at home and<br />
abroad in accordance with Art. 15 AktG and in each case the statutory subscription rights<br />
of the shareholders are suspended.<br />
Share subscription rights are to be allocated to individual groups as follows:<br />
a) Members of the Board of Management of Intermedia <strong>AG</strong> (now <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>)<br />
may be allocated a total of up to 500,000 shares.<br />
b) Members of the management of companies associated with Intermedia <strong>AG</strong><br />
(now <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>) may be allocated a total of up to 500,000 shares.<br />
c) Employees of Intermedia <strong>AG</strong> (now <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>) and associated<br />
companies may be allocated a total of up to 500,000 shares.<br />
In particular, who is entitled to apply for shares is determined by the Board of Management<br />
and, if members of the Board of Management and members of the management of companies<br />
associated with Intermedia <strong>AG</strong> (now: <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>) are amongst those entitled,<br />
by the Supervisory Board.<br />
7.3 ISSUE PERIODS<br />
Before flotation on the stock market the share subscription rights may be issued at any time,<br />
that is up to one day before acceptance for listing on a German stock market.<br />
After quotation on the stock market the share subscription rights may be issued to beneficiaries<br />
only four times a year, within a period of six weeks after publication of the quarterly results.<br />
7.4 LOCK-UP PERIOD<br />
The various holders of the share subscription rights may exercise their share subscription<br />
rights on expiry of the following lock-up periods but must comply with the option terms:<br />
a) After a lock-up period of at least two years has expired since the share subscription rights<br />
were issued a maximum of 1/3 of the share subscription rights may be exercised.<br />
b) After a lock-up period of at least three years has expired since the share subscription<br />
rights were issued a maximum of a further 1/3 of the share subscription rights may be<br />
exercised.<br />
c) After a lock-up period of at least four years has expired since the share subscription rights<br />
were issued all the share subscription rights may be exercised, provided they have not<br />
already been exercised previously.<br />
7.5 PERIODS DURING WHICH RIGHTS MAY BE EXERCISED<br />
a) The share subscription rights may be exercised in the four years following expiry of the<br />
waiting period subject to b) below, and in each case only within a period of four weeks<br />
of publication of a quarterly or half-yearly report.<br />
rd of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _<br />
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<strong>Financial</strong>s<br />
b) Despite the preconditions for exercising the share subscription rights contained in a)<br />
above, they may not be exercised during the following periods:<br />
- before General Meetings of Shareholders of the Company between the last day for<br />
depositing the shares and the third bank working day after the General Meeting of<br />
Shareholders.<br />
- within a period of 15 calendar days before the close of the Company’s financial year<br />
- within a period between the day on which the Company publishes an offer relating to<br />
new shares or loan stock with conversion or option rights in a compulsory publication<br />
of the Frankfurt Stock Exchange and the end of the final day of the subscription period.<br />
7.6 SUCCESS TARGETS<br />
Share subscription rights issued prior to the Company floating on the stock exchange may<br />
be exercised only when the closing price of the shares as quoted on the “Xetra” electronic<br />
trading system on the Frankfurt Stock Exchange is at least equal to the issue price of the<br />
shares in the Company on flotation on the stock exchange plus 10 per cent on a minimum<br />
of five consecutive trading days following the issue of the share subscription rights.<br />
Share subscription rights issued after the Company floated on the stock exchange may<br />
be exercised only when the closing price of the shares as quoted on the “Xetra” electronic<br />
trading system on the Frankfurt Stock Exchange since the issue of the share subscription<br />
rights is at least equal to the closing price of the shares ascertained by the “Xetra” electronic<br />
trading system on the Frankfurt Stock Exchange on the day the share subscription rights<br />
were granted plus 10 per cent on a minimum of five consecutive trading days .<br />
7.7 BASE PRICE<br />
When exercising a share subscription right issued before the Company is listed on the stock<br />
exchange the person entitled to do so must pay a base price to the Company corresponding<br />
to the issue price of the shares in the Company at the time they are listed on the stock<br />
exchange plus 10 per cent.<br />
When exercising a share subscription right issued after the Company is listed on the stock<br />
exchange the person entitled to do so must pay a base price to the Company corresponding to<br />
the closing price of the shares quoted on the "Xetra” electronic trading system on the Frankfurt<br />
Stock Exchange on the day the share subscription rights were granted plus 10 per cent.<br />
7.8 ADDITIONAL RULES<br />
The Board of Management is authorised, with the agreement the Supervisory Board, to<br />
determine the further details of the share subscription terms, of the issue and of the exercise<br />
of the share subscription rights. If members of the Board of Management are to be allocated<br />
share subscription rights, such authorisation passes to the Supervisory Board.<br />
Shareholders’ equity<br />
Subscribed Capital<br />
Loss<br />
carried<br />
[in 8] capital reserve forward<br />
Situation on 1.1.2000 25,000 1,250 -791<br />
Capital increase of 3 March 2000 25,000 52,301 0<br />
Capital increase of 11 April 2000 24,325,000 0 0<br />
Capital increase of 8 May 2000 5,625,000 164,825,000 0<br />
Capital increase of 6 June 2000 877,500 25,789,725 0<br />
Deficit for the year 0 0 -1,706,092<br />
Total 31.12.2000 30,877,500 190,668,276 -1,706,883<br />
(8) ACCRUED LIABILITIES<br />
The Further provisions contained in the accrued liabilities refer mainly to deferred amounts<br />
for the Annual Report and the General Meeting of Shareholders.<br />
Accrued liabilities<br />
[in 8]<br />
31.12.2000 31.12.1999<br />
Provisions for employee expenses 36,302 0<br />
Provisions for outstanding invoices 713,469 0<br />
Provisions for costs of annual financial statements 98,168 0<br />
Further provisions 347,678 0<br />
1,195,617 0<br />
ra _ Share Price _ Sales _ Liabilities _ Notes _ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capi<br />
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<strong>Financial</strong>s<br />
(9) LIABILITIES<br />
Liabilities are valued at repayment amounts. Short-term liabilities in foreign currencies have<br />
been converted at rates on the settling day. All liabilities have a remaining term of up to one<br />
year.<br />
(10) TRADE ACCOUNTS PAYABLE<br />
All liabilities arising from supplies and services are to other companies and have a remaining<br />
term of up to one year. Apart from the reservations of title customary in the business no<br />
other securities are furnished.<br />
(11) OTHER LIABILITIES<br />
The remaining life for all other liabilities is up to one year. No securities are furnished for the<br />
liabilities.<br />
Other liabilities<br />
[in 8]<br />
31.12.2000 31.12.1999<br />
Tax liabilities 33,924 0<br />
Social security liabilities 10,801 0<br />
Liabilities to subsidiaries 29,572,953 0<br />
Other liabilities 2,332 0<br />
(12) CONTINGENT LIABILITIES<br />
29,620,010 0<br />
There were other financial liabilities in the form of tenancy and leasing liabilities to the amount<br />
of 61 t euros (0 t euro in the previous year).<br />
IV. Notes to the<br />
Income Statement<br />
(13) REVENUES<br />
The revenues arise from the commercialisation of two feature films up to 28 September 2000.<br />
The sole outlet is North America.<br />
(14) OTHER OPERATING INCOME<br />
The other operating income is essentially from exchange gains of 9,567 t euros (0 t euro in<br />
the previous year) and 12,000 t euros as a result of splitting off the operations of the film and<br />
media areas from <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong> and incorporating them in <strong>IM</strong> KG.<br />
(15) COST OF MATERIALS<br />
The cost of materials refers exclusively to the purchase of items connected with film<br />
production.<br />
(16) PERSONNEL EXPENSES<br />
Personnel expenses<br />
[in 8]<br />
2000 1999<br />
Salaries and wages<br />
Contributions and expenses<br />
371,637 0<br />
for pensions and benefits 33,225 0<br />
404,862 0<br />
Average number of employees during the year 4 0<br />
Number of employees at the date of the report 9 0<br />
tock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ Notes _ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _<br />
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128<br />
<strong>Financial</strong>s<br />
(17) OTHER OPERATING EXPENSES<br />
Other operating expenses<br />
[in 8]<br />
2000 1999<br />
Exchange rate losses resulting from operations 12,353,816 0<br />
Legal fees 4,749,832 0<br />
General flotation costs 4,541,463 0<br />
Advertising and entertainment 1,163,994 0<br />
Travel and accommodation 263,254 0<br />
Premises (rent, heat, lighting etc.) 56,533 0<br />
Other 767,484 791<br />
(18) FINANCIAL RESULT<br />
<strong>Financial</strong> result<br />
[in 8]<br />
23,896,376 791<br />
of which of which<br />
2000 subsidiaries 1999 subsidiaries<br />
Income from loans<br />
of financial assets 1,496,857 1,496,857 0 0<br />
Other interest and similar income 5,403,128 0 0 0<br />
Interest and similar expenses -2,756,665 -979,069 0 0<br />
4,143,320 517,788 0 0<br />
V.Other Information<br />
(19) SHARE OWNERSHIP<br />
Company Holdings Shareholders’ Result for<br />
equity previous year<br />
[in %] [in 8] [in 8]<br />
Intermedia Film Equities Limited, London<br />
Pacifica Film Distribution LLC,<br />
100 5,953.573 4,742,000<br />
Los Angeles<br />
Pacifica Film Development Inc.,<br />
100 0 0<br />
Los Angeles<br />
<strong>IM</strong> Filmproduktions- und<br />
100 0 0<br />
Vertriebs GmbH & Co. KG, Grünwald 100 12,000,000 1 0 2<br />
<strong>IM</strong> Filmproduktions- und<br />
Verwaltungs GmbH, Grünwald 100 25,000 1 0 2<br />
1) Equity capital at 29.9.2000<br />
2) First business year ends 31.8.2001.<br />
ck Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ Notes _ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Boa<br />
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130<br />
<strong>Financial</strong>s<br />
(20) EXECUTIVE BODIES<br />
20.1 Board of Management<br />
During the period 1 January 2000 to 1 March 2000 the Directors of the legal predecessor of<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>, Intermedia GmbH, were:<br />
Board of Management<br />
Florian Bollen MBA<br />
Moritz Bormann Film producer<br />
The Board of Management consists of five members:<br />
Board Management<br />
Florian Bollen Chairman strategic consulting,<br />
(from 2 March 2000) internet, investor relations<br />
Moritz Bormann Deputy Chairman coordination and monitoring<br />
(from 2 March 2000) of US productions, film financing,<br />
mergers and acquisitions<br />
Guy East (from 11 April 2000) development and acquisition of<br />
European film productions,<br />
global distribution<br />
Andreas Konle (from 1 May 2000) finance, management, personnel<br />
Nigel Sinclair (from 11 April 2000) film distribution in North America,<br />
contacts with US film industry<br />
Information about Directors’ compensation is omitted in accordance with Art. 285 no 9<br />
a) of the Commercial Code in connection with Art. 286 para. 4 of the Commercial Code.<br />
20.2 Supervisory Board<br />
The Supervisory Board consists of six members:<br />
Supervisory Board Profession other<br />
supervisory<br />
board duties<br />
Antoinette Hiebeler-Hasner Chairman Tax adviser @Lounge Entertainment <strong>AG</strong>,<br />
(from 2 March 2000) Munich<br />
Matthias Deyle (from 2 March 2000) Film producer None<br />
Hugh Grant (from 8 May 2000) Actor None<br />
Dr. Mathias Hink (from 8 May 2000) Banker None<br />
Stefan von Moers (from 2 March 2000) Lawyer @Lounge Entertainment <strong>AG</strong>,<br />
Munich<br />
Tony Stewart (from 8 May 2000) <strong>Financial</strong> consultant None<br />
In the past financial year emoluments paid to the Supervisory Board totalled 35,000 euros<br />
(previous year 0 euro).<br />
oodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates _ Share Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ No<br />
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131
P<strong>AG</strong>E<br />
132<br />
<strong>Financial</strong>s<br />
(21) SUMMARY OF AFFILIATED COMPANIES<br />
OF <strong>IM</strong> INTERNATIONALMEDIA <strong>AG</strong><br />
Equity interest Period included in Date<br />
in Consolidated <strong>Financial</strong> of first-time<br />
% <strong>Statements</strong> consolidation<br />
Pacifica Film Development Inc.,<br />
USA, Los Angeles<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Pacifica Film Distribution LLC,<br />
USA, Los Angeles<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Film Equities Ltd,<br />
UK, London<br />
100 % 1 April - 31 December2000 1 April 2000<br />
Intermedia Film Equities USA Inc.,<br />
USA, Los Angeles<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Film Distribution Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films Land Girls Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films MP Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films SF Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films JDP Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films Villa Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (FB) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
MEI Films Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (BD) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (ACE) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (HS) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (LLL) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (WD) Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia.Com Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Film Development Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Finance Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (Enigma) Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Up at the Villa Productions Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Codebreaker Productions Ltd,<br />
UK, London<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Facilities Ltd., UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Village Intermedia Pictures Lt.,<br />
UK, London<br />
50 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Arc Pictures Ltd, UK, London 50 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films 2000 Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Music Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Dovestar Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
RPM Guaranty N.V.,<br />
Netherlands Antilles, Curacao<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
Dovestar MTE Ltd, UK, London 100 % 1 April - 31 December 2000 1 April 2000<br />
Intermedia Films (TR) Ltd, UK, London<br />
<strong>IM</strong> Filmproduktions- und Vertriebs-<br />
100 % 1 April - 31 December 2000 1 April 2000<br />
GmbH & Co. KG, Grünwald 100 % 29 September - 31 December 2000 29 September 2000<br />
The Board of Management – Munich, March 7, 2001<br />
Florian Bollen Moritz Bormann Guy East<br />
Andreas Konle Nigel Sinclair<br />
_ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals _ Acquisition Costs _ Liquid Assets _ Capital _ Stock Exchange _ Share Certificates<br />
P<strong>AG</strong>E<br />
133
P<strong>AG</strong>E<br />
134<br />
<strong>Financial</strong>s<br />
Auditors’ Opinion<br />
We have audited the Annual <strong>Financial</strong> <strong>Statements</strong>, together with the bookkeeping system,<br />
of <strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong>, as well as the Consolidated <strong>Financial</strong> <strong>Statements</strong> and its report<br />
on the position of the Company and the Group prepared by the Company for the business<br />
year from January 1 to December 31, 2000. The maintenance of the books and records and<br />
the preperation of the Annual <strong>Financial</strong> <strong>Statements</strong> and management report in accordance<br />
with German commercial law are the responsibility of the Company`s management. Our<br />
responsibility is to express an opinion on the Annual <strong>Financial</strong> <strong>Statements</strong>, the bookkeeping<br />
system and the management report based on our audit.<br />
We conducted our audit of the Annual <strong>Financial</strong> <strong>Statements</strong> and the Consolidated <strong>Financial</strong><br />
<strong>Statements</strong> in accordance with Section 317 of the German Commercial Code (“HGB”) and the<br />
German generally accepted standards for the audit of <strong>Financial</strong> <strong>Statements</strong> promulgated by<br />
the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the<br />
audit such that material misstatements affecting the presentation of the net assets, financial<br />
position and results of operastions in the Annual <strong>Financial</strong> <strong>Statements</strong> in accordance with<br />
German accounting principles and in the management report are detected with reasonable<br />
assurance. Knowledge of the business activities and the economic and legal environment<br />
of the Company and evaluations of possible misstatements are taken into account in the<br />
determination of audit procedures. The effectiveness of the accounting related internal control<br />
system and the evidence supporting the disclosures in the books and records, the annual<br />
financial statements and the management report are examined primarily on a test basis within<br />
the framework of the audit. The audit includes assessing the accounting principles used and<br />
significant estimates made by management, as well as evaluating the overall presentation of<br />
the annual financial statements and consolidated financial statements and management report.<br />
We believe that our audit provides a reasonable basis for our opinion.<br />
Our audit has not led to any reservations.<br />
In our opinion, the Annual <strong>Financial</strong> <strong>Statements</strong> and Consolidated <strong>Financial</strong> <strong>Statements</strong> give a<br />
true and fair view of the net asset, financial position and results of operations of the Company<br />
and the Group. On the whole the management report provides a suitable understanding of<br />
the Company`s and Group`s position and suitably presents the risks of future development.<br />
Munich, March 8, 2001<br />
KPMG Deutsche Treuhand-Gesellschaft<br />
Aktiengesellschaft<br />
Wirtschaftsprüfungsgesellschaft<br />
Dr. Ellrott Maurer<br />
Auditor Auditor<br />
re Subscription _ Quarterly Results _ Xetra _ Share Price _ Sales _ Liabilities _ Notes _ <strong>Financial</strong> Results _ Share Ownership _ Board of Management _ Supervisory Board _ Goodwill _ Payments _ Trade Accounts _ Liabilities _ German Commercial Code _ Stock Companies Law _ Additions _ Disposals<br />
P<strong>AG</strong>E<br />
135
Glossary<br />
AFM<br />
American Film Market<br />
Advance Sale<br />
Licence agreement concluded before shooting<br />
starts (e.g. only on the basis of a film<br />
script, the cast and the budget).<br />
Blockbuster<br />
Very successful film (in the USA from box<br />
office takings around 100 million US dollars,<br />
in Germany from at least 3 million viewers)<br />
Bookbuilding Procedure<br />
Procedure to determine the initial price of a<br />
share. Interested investors can submit bids<br />
to purchase shares within a price spread<br />
specified by the investment banks promoting<br />
the stock-market listing. The issue price<br />
is then determined on the basis of the bids<br />
received.<br />
Box Office<br />
Proceeds from the sale of cinema tickets<br />
Copyright<br />
The right to make copies and control an<br />
original literary, musical or artistic work.<br />
DVD<br />
Digital Versatile Disc is a new disc storage<br />
medium for films (similar to a CD-ROM). It<br />
will largely replace videocassettes in the<br />
future.<br />
EBIT<br />
Earnings Before Interest and Tax<br />
EBITDA<br />
Earnings before interest, tax, depreciation<br />
and amortization<br />
EPS (Earnings per share)<br />
Net profit per share. This value is used to<br />
determine the P/E ratio (price/earnings ratio).<br />
Exploitation Stages/Chain<br />
The exploitation stages generally comprise<br />
the exploitation rights for cinema, Pay TV,<br />
Free TV, video/DVD, merchandizing and<br />
Soundtrack.<br />
Film Assets<br />
Value of the film rights portfolio of a private<br />
or legal entity<br />
Film Library<br />
Portfolio of film rights owned by a producer<br />
or distributor<br />
First-Look-Deal<br />
Agreement on the first offer of films or<br />
rights (see also Output Deal)<br />
Free TV<br />
Television financed by fees and advertising<br />
(see also Pay TV)<br />
Greenshoe<br />
Oversubscription reserve or surplus allocation<br />
option that gives an issue consortium<br />
the option of placing a specified volume<br />
of surplus allocations on the market at the<br />
original conditions within the framework<br />
of a bookbuilding procedure.<br />
IAS (International Accounting Standards)<br />
Accounting standards promulgated by the<br />
International Accounting Standards Committee<br />
(IASC).<br />
Independent Distributor<br />
Film distributor not tied to a major studio.<br />
Internet-TV<br />
www supported TV broadcasts<br />
LIBOR (London Interbank Offered Rate)<br />
The London Interbank Offered Rate is the<br />
most important global reference interest<br />
rate for short-term credit and investment<br />
business.<br />
Lock-Up Period<br />
Blocking period for existing shareholders.<br />
The sale of interests owned by existing<br />
shareholders were blocked following the<br />
new issue for a period of six to twelve<br />
months.<br />
Major Studios<br />
US studios with worldwide distribution<br />
(e.g. MGM, Warner Bros., Disney, Columbia<br />
Tristar, Universal Pictures, Paramount,<br />
20th Century Fox)<br />
Market Capitalization and Sales<br />
The value of a company measured by the<br />
value of its share on the stock exchange.<br />
Merchandising<br />
Film-related articles for sale (e.g. T-shirts,<br />
toys etc.)<br />
Minimum Guarantee<br />
Also has to be paid if a film is unsuccessful<br />
and is equal to the purchase price of the<br />
rights in a film. If the film is successful a proportion<br />
of the proceeds from exploitation<br />
also has to be paid<br />
Multiplex cinema<br />
Cinema with several (approximately 6<br />
to 20) auditoria of varying size<br />
Nemax 50<br />
The NEMAX 50 is the index for the 50<br />
biggest securities in the Neuer Markt<br />
measured by market capitalization and<br />
sales.<br />
Net Profit Participation<br />
Participation in the proceeds arising from<br />
the net profit on a film (e.g. by actors)<br />
Neuer Markt<br />
The Neuer Markt is a segment of the<br />
Frankfurt Stock Exchange and provides<br />
a platform for young growth-oriented<br />
companies.<br />
Output Deal<br />
License agreement on all productions that<br />
are produced by a film producer or studio<br />
within a specified period of time.<br />
Owned Films<br />
Films in which a film distributor generally<br />
holds rights unrestricted by time.<br />
Package Business<br />
License agreement on a film package,<br />
comprising several productions.<br />
Pay TV<br />
Broadcasting television programmes that<br />
can be received on payment of a monthly<br />
charge (see also Free TV).<br />
Production Alliances<br />
Contractual agreement between a producer<br />
and a distribution company on realizing film<br />
projects.<br />
Second Look Deal<br />
Agreement on the second offer of films<br />
or rights (see also Output-Deal).<br />
Serviced Films<br />
Films whose rights may be used by film<br />
distribution limited by time.<br />
Soundtrack<br />
Compilation of specially composed or<br />
selected music titles that represent a<br />
specific film.<br />
Territory<br />
Individual countries to which film rights<br />
are assigned.<br />
Video On Demand<br />
Broadcasting transmissions (e.g. films) that<br />
can be triggered by individual order.<br />
Web TV<br />
See Internet TV
Credits<br />
Publisher<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
Cuvilliésstr. 25<br />
D - 81679 Munich<br />
Tel. +49 (89) 98 107-100<br />
Fax: +49 (89) 98 107-199<br />
www.internationalmedia.de<br />
E-Mail: info@internationalmedia.de<br />
Concept and Content<br />
<strong>IM</strong> <strong>Internationalmedia</strong> <strong>AG</strong><br />
Editors<br />
Ragna Strutz<br />
Mo Schlattner<br />
Petra Wittmann<br />
Design<br />
Petra Sunita Kull Design<br />
4werk Finanzkommunikation<br />
Photos<br />
Title: Petra Sunita Kull Design<br />
Content: © 2001 Intermedia.<br />
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