Group interim report 2008

Group interim report as at 30 june

2008

Content

1.

03

Overview

2.

04

Foreword by the management board

3.

06

CTS Shares

4.

08

Interim management report for the group

5.

14 14 16 18 19 20

Interim consolidated financial statements as at 30 June 2008 Consolidated balance sheet Consolidated income statement Consolidated cash flow statement (short-form) Consolidated statement of changes in shareholders’ equity Selected notes to the consolidated financial statements

1. Overview key group figures

Revenue Gross profit Personnel expenses Operating profit before depreciation and amortization (EBITDA) Depreciation and amortization Operating profit (EBIT) Profit from ordinary business activities (EBT) Consolidated net income after minority interest Cash flow Earnings per share**, undiluted (= diluted) Number of employees*** Of which temporary

01.01. 30.06.2008 [EUR`000]

01.01. 30.06.2007 [EUR`000]

209,006 46,887

213,643 44,411*

17,856 27,887 3,508 24,380 26,081 12,601 21,746

14,048 30,016 2,964* 27,052* 29,063* 12,300* 20,990

[EUR]

[EUR]

0.53

0.51

[Qty.] 859 (148)

[Qty.] 783 (120)

* Adjusted previous year figures (see point 2 in selected notes to the consolidated financial statements) ** Number of shares: 24 million *** Number of employees at end of year (active workforce)

2. foreword by the management board Ladies and Gentlemen,

Following the positive first quarter of 2008, the CTS Group achieved a number of additional highlights in the second quarter as well. Despite the crisis afflicting the international financial system and mounting recessionary fears, we managed to assert ourselves strongly as European market leader and global player. This performance is also reflected in our financial figures. In the first half of 2008, we generated Group revenues totalling EUR 209.0 million and an EBIT of EUR 24.4 million. The Management Board is satisfied with these figures and remains optimistic about the Group’s further progress in the rest of the business year 2008.

Klaus-Peter Schulenberg Chief Executive Officer

Ticketing continues to be our major growth driver. In the first half of 2008, this segment showed a 33% increase in revenue and a 29.9% improvement in EBIT. This was mainly attributable to our highly profitable activities in the field of Internet ticketing, where the volume of tickets sold grew by no less than 32%. By mid-2008, more than 94 million visitors had been to our online portals. Internationalisation is the logical step Recent months can well be characterised as a major phase of internationalisation. Attention is centred here on the trailblazing long-term partnership that we signed in December 2007 with the world’s biggest live events company, Live Nation Worldwide Inc.. Since then, we have pushed our European business even further ahead, acquiring two more international partners in the process. At the end of April, we published a concluded cooperation agreement with Totaal Gemak, a major retail chain in the Netherlands. As a result of the deal, tickets for CTS events can now be obtained in all Totaal Gemak stores. This means that consumers in the Netherlands now have access to CTS events throughout Europe. In addition to the Totaal Gemak deal, we also signed an agreement with the Anschutz Entertainment Group in Germany as their exclusive ticketing partner in August. Anschutz is one of the world’s biggest tour and concert promoters, and the operator of numerous venues in the USA and Europe. Tickets for events organised by the Anschutz Entertainment Group, as well as for their German venues and sports clubs, will now be sold exclusively through CTS systems. We expect this partnership to generate an additional seven-digit ticketing volume annually. The best sports clubs have partnered with CTS EVENTIM The sports segment is and remains a key element of our operations. We support many partners in a variety of areas, including motor sports (e.g. Formula 1 and DTM), boxing, handball and tennis. Two thirds of German Bundesliga football clubs trust in the competence of the CTS Group to handle all their ticketing management. We were as delighted to see Hertha BSC, the Berlin club with a rich tradition, commit themselves to us again, as we were when Hannover 96 from Lower Saxony decided to renew their contract with

us for a full five years. The latter club also uses our CRM software, FaRM, to optimise their relationships with fans and customers. Their aim is to establish even better links with fans throughout German-speaking countries and to forge their loyalty to the club on a long-term basis. After HSV from Hamburg, Hertha BSC Berlin and FC Nürnberg, Hannover 96 is now the fourth Bundesliga club to deploy this pioneering software. further proof that the CTS Group is not only the market leader in ticketing, but also the leader in ticketing technology. Live Entertainment and Ticketing excel with diversity Due to a smaller number of concerts and tours, the Live Entertainment segment, as expected, was unable to reach the record revenue and profit figures of 2007. The second-best results in the company’s history were logged, however, not least on account of the many festivals during summer 2008. June saw two open-air festivals, namely ‘Rock am Ring’ and ‘Rock im Park’, which were totally sold out and gave a special boost to revenue in this segment. In the months ahead, we will be selling tickets for all the major tours – by the likes of Madonna, Tina Turner, Coldplay, Queen & Paul Rodgers, R.E.M. and Bryan Adams –, in addition to tickets for all major events. An attractive range of events is the cornerstone of our success. Each year, the CTS Group includes more than 100,000 events in its programme, which is continuously being enlarged. 40% of all tickets sold are for music events, 30% for classical music and theatre, and 30% for sports events. The music industry in general, from rock to pop and from German Schlager music to Volksmusic, continues to attract the greatest public attention. We have also built up a sizeable following in the field of culture and sport in recent year, significantly broadening the target groups we address. On our concert portals, such as www.eventim.de and www.getgo.de, ‘culture vultures’ can find everything their hearts desire, be it Anna Netrebko’s first concert in Germany, Bremen’s 19th Musikfest, or ‘Lord of the Dance’. A special attraction this season is the Tutankhamun exhibition – on view since March this year in Zurich and due to tour the world later. The most thrilling events, the best partners and a long-term perspective – that’s CTS EVENTIM.

Yours sincerely,

Klaus-Peter Schulenberg Chief Executive Officer

3. CTS shares An investment with perspective Shares in CTS EVENTIM AG, which are listed in the SDAX index, held their own during the second quarter 2008, as in the first, compared to their index. Following a low of just under EUR 22, the shares recovered to a level of between EUR 24 and EUR 25 by the end of June. Although the impacts of the international sub-prime crisis were not lost on CTS EVENTIM AG. Analyses of CTS shares are produced not only by the Designated Sponsors – DZ-Bank and Bayern LB – but also by Berenberg Bank, Crédit Agricole Cheuvreux, Morgan Stanley, WestLB, Dresdner Kleinwort and Citigroup. This means that CTS shares have unusually broad coverage. Deutsche Bank analysts have also initiated coverage with a ‘Buy’ rating.

The CTS share price (01.07.2007 to 30.06.2008 – indexed)

130 % 120 % 110 % 100 % 90 % 80 % 70 % 60 % 50 % 40 % Jul 07

Aug 07 CTS

Sep 07

Oct 07

Nov 07

Dec 07

Jan 08

Feb 08

Mar 08

Apr 08

May 08

Jun 08

SDAX

Number of shares held by members of executive organs as at 30 June 2008:

Members of the Management Board: Klaus-Peter Schulenberg (Chief Executive Officer) Volker Bischoff Alexander Ruoff Members of the Supervisory Board: Edmund Hug (Chairman) Dr. Peter Haßkamp Prof. Jobst W. Plog

No. of shares [Qty.]

Percentage [in %]

12,016,000 0 2,000

50.067% 0.000% 0.008%

4,650 0 0

0.019% 0.000% 0.000%

4. interim management report for the group 1.

Preliminary statements

As at 31 May 2008, the purchase price allocation relating to the acquisition of shares in TicketOne S.p.A., Milan, was finally completed within the stipulated 12-month period in accordance with IFRS 3.62. According to IFRS rules, the comparative figures for the reporting periods must be presented as if initial consolidation was already based on the final figures for the purchase price allocation. The comparative figures were consequently adjusted with retroactive effect (see point 2 in the selected notes). The comparative figures in the income statements relate to the adjusted interim Group report as at 30 June 2007, and those in the balance sheet to the consolidated financial statements as at 31 December 2007. 2.

Financial position and financial performance

Earnings performance Revenue growth Group revenue for the first half of the year (1 January to 30 June 2008) was slightly lower year-on-year, dropping from EUR 213.643 million to EUR 209.006 million (-2.2%). Ticketing segment growth continued apace in the first six months of 2008, with revenue rising substantially by EUR 11.883 million from EUR 36.046 million in HY1/2007 to EUR 47.928 million (+33.0%). This encouraging trend is attributable not only to fast-growing Internet sales, but also to geographic expansion into other markets. More than 94 million music and event fans visited the Group’s Internet portals, especially www.eventim.de and www.getgo.de, in the first six months of 2008, buying 3.7 million tickets in total (HY1/2007: 2.8 million). This equates to a year-on-year improvement in Internet ticketing volume of 32%. Good revenue and earnings performance in the Live Entertainment segment were lower, as expected, than in the exceptional first half of 2007 (which included the very successful open-air tours by Herbert Grönemeyer and Genesis, among others). Despite persistently good market performance, revenues in this segment declined year-on-year by 9.8% in the first half of 2008, from EUR 180.347 million to EUR 162.634 million. Gross profit The increasing share of total earnings now generated by the high-margin Ticketing segment meant that the gross margin for the Group as a whole increased year-on-year in the first six months of 2008 from 20.8% to 22.4%. In the Live Entertainment segment, the gross margin came in at 13.1%, compared to 13.6% in HY1/2007. As a result of changes in the companies included in consolidation, the gross margin in the Ticketing segment fell slightly from 55.3% in HY1/2007 to 53.5% in the first half of 2008.

Earnings before interest, taxes, depreciation and amortiZation (EBITDA) Group EBITDA for the reporting period was EUR 27.887 million (HY1/2007: EUR 30.016 million), with an EBITDA margin of 13.3% (HY1/2007: 14.1%). Of that total, EUR 14.056 million were generated by the Live Entertainment segment (HY1/2007: EUR 19.019 million). The Ticketing segment produced a further EUR 13.832 million over the first six months, compared to EUR 10.989 million in HY1/2007. Operating profit (EBIT) As at 30 June 2008, the CTS Group achieved an EBIT of EUR 24.380 million, compared to EUR 27.052 million in HY1/2007; the EBIT margin was lower, at 11.7% (HY1/2007: 12.7%). The Ticketing segment significantly improved its EBIT figure by 29.9%, or EUR 2.582 million, from EUR 8.628 million in HY1/2007 to EUR 11.210 million in the first half of 2008. This positive earnings growth in the period under review was the result of further increases in the volume of tickets sold via the Internet platforms of the CTS Group. The combined effect of additional companies included in consolidation and the expenses incurred in implementing the partnership with Live Nation led to a slight reduction in EBIT margin from 23.9% to 23.4%. Compared to the exceptionally successful first half of 2007, the Live Entertainment segment achieved an EBIT of EUR 13.170 million (HY1/2007: EUR 18.415 million), the second-best HY1-figure since the IPO. The EBIT margin was 8.1% (HY1/2007: 10.2%). Higher advance costs for future events as well as start-up costs for new and more broad-ranging types of event impacted earnings negatively by approximately EUR 2.0 million in the first half of 2008. The following table shows how HY1 revenue and earnings have developed over the past six years in the Live Entertainment segment.

Live Entertainment (in EUR million) 200

180.3 162.6

150

131.9

124.0

112.9

106.6 100

50

10.8

10.6

10.2

13.1

18.4

13.2

0

HY1/2003 Revenues

HY1/2004

HY1/2005

HY1/2006

HY1/2007

HY1/2008

EBIT

Profit from ordinary business activities (EBT) and net income after minority interest Profits from ordinary business activities (EBT) for the reporting period amounted to EUR 26.081 million, compared to EUR 29.063 million in HY1/2007. After deduction of tax expenses and minority interest, net income after minority interest amounted to EUR 12.601 million, compared to EUR 12.300 million in the first six months of 2007. In combination with a lower tax burden and a low minority interest in the Ticketing segment, the higher EBIT figure in that segment produced an overall improvement in consolidated net income. Earnings per share (EPS) came in at EUR 0.53, compared to EUR 0.51 in the first half of 2007. Personnel As at the reporting date, the CTS Group had a total of 859 employees on its payroll, including 148 parttime workers (HY1/2007: 783, including 120 part-timers). Of that total, 622 are employed in the Ticketing segment (30 June 2007: 598 employees) and 237 in the Live Entertainment segment (30 June 2007: 185 employees). In the Ticketing segment, the number of employees was partly attributable to implementation of the Live Nation project, whereas in the Live Entertainment segment the rise was due to special projects and an increase in the number of companies included in consolidation, among other factors. Due to this larger workforce in the CTS Group, personnel expenses rose from EUR 14.048 million to EUR 17.856 million. Total personnel expenses break down into EUR 11.198 million in the Ticketing segment and EUR 6.658 million in the Live Entertainment segment. Financial position The Group’s balance sheet total rose 0.9% from EUR 313.215 million as at 31 December 2007 to EUR 315.882 million as at 30 June 2008. Current assets decreased in relation to 31 December 2007 by EUR 975 thousand to EUR 201.894 million. The main changes occurred in cash and cash equivalents (EUR -6.346 million), in trade receivables (EUR +7.744 million) and in other assets (EUR -2.704 million). Cash outflows resulted from investing and financing activities, primarily from the distribution of dividends during the period under review, and from purchase price payments for trademark rights and shares in other companies. The Live Entertainment segment showed an increase in trade receivables relating to ongoing event promotion business. Between 31 December 2007 and 30 June 2008, non-current assets increased by EUR 3.642 million to EUR 113.988 million. The main changes arose in intangible assets (EUR +1.507 million) and in trade receivables (EUR 1.348 million). The increased carrying value of intangible assets was principally due to the purchase of trademark rights in the Live Entertainment segment. The higher trade receivables figure is attributable to medium- and long-term partnership agreements with event promoters in the Live Entertainment segment. The increase in goodwill of EUR 658 thousand includes increased shareholdings in companies already included in consolidation; these also include additional shareholdings in connection with put option agreements already recognised on the balance sheet.

10

Current liabilities decreased by EUR 2.862 million relative to 31 December 2007. Among others, the main changes occurred in trade liabilities (EUR +9.005 million) and in payments received on account for events taking place after the reporting date (EUR +5.692 million), which are offset by a EUR 15.030 million decrease in other liabilities, mainly relating to pending ticketing monies, and by a EUR 2.964 million decrease in tax provisions. Non-current liabilities rose by EUR 886 thousand to EUR 25.979 million, mainly due to a EUR 2.180 million increase in financial liabilities with medium- to long-term maturities, which is offset, in turn, by a EUR 1.025 million decline in other liabilities. The change in financial liabilities with medium- to long-term maturities is principally attributable to external borrowing (EUR +4.500 million), offset by a decrease in recognised liabilities in relation to put options (EUR -1.981 million), principally because of additional share acquisitions in TicketOne S.p.A.. The decrease in other liabilities resulted primarily from scheduled redemption of liabilities in respect of acquired distribution rights (EUR 1.051 million). Shareholders’ equity rose from EUR 109.447 million to EUR 114.091 million. The equity ratio (shareholders’ equity minus minority interest, divided by the balance sheet total) was unchanged, at 32.7%, compared to the figure as at 31 December 2007. Minority interest showed an increase of EUR 3.778 million to EUR 10.931 million, mainly in connection with the share in consolidated earnings for the first six months of 2008. Cash flow The amount of cash and cash equivalents shown in the cash flow statement are equal to the cash and cash equivalents in the balance sheet. Due to the increase in consolidated net income, an improved cash flow of EUR 21.746 million was generated in the reporting period. The net cash flow from ongoing business activities increased year-on-year by EUR 22.242 million to EUR 11.025 million. This positive change in cash flow from ongoing business activities is particularly attributable to the increase in non-current liabilities resulting mainly from an increase in advance payments; this was offset by a decrease in liabilities relating to uninvoiced ticketing revenues. The net cash outflow for investing activities decreased year-on-year by EUR 6.756 million to EUR 8.823 million. This decline is mainly attributable to less investment in acquiring consolidated companies in the in the Ticketing segment. The net cash outflow for financing activities decreased year-on-year by EUR 2.407 million to EUR 8.548 million, principally due to external borrowing. Cash flow from financing activities includes dividend payments totalling EUR 11.759 million (2007: EUR 11.760 million) and EUR 1.252 million in profit distribution to minority interest (2007: EUR 922 thousand).

11

As at 30 June 2008, consolidated cash and cash equivalents amount to EUR 135.418 million, compared to EUR 115.844 million as at 30 June 2007 – an increase of EUR 19.574 million. In the Ticketing segment, cash and cash equivalents include EUR 45.909 million (30 June 2007: EUR 40.743 million) in ticket revenue from pre-sales for events in forthcoming quarters; these amounts are carried under other liabilities. With its current funds, the CTS Group is able to meet its financial commitments at all times and to finance its planned investments and ongoing business operations from its own funds. 3.

Events after the balance sheet date – Update

In August 2008, CTS Eventim AG concluded a partnership agreement with the Anschutz Entertainment Group (hereinafter: AEG) in Germany. AEG in America is one of the world’s biggest tour and concert promoters, and the operator of numerous venues in the USA and Europe. The German operations of the Anschutz group include major arenas (O2 World in Berlin and the Color Line Arena in Hamburg), two teams in the German ice hockey league (DEL), namely Eisbären Berlin and the Hamburg Freezers, as well as the organisation and execution of events. As from August 2008, tickets will be sold exclusively with systems provided by the CTS Group. 4.

Report on future prospects

Despite the difficult economic climate prevailing at present, the Management Board expects sustainable and profitable growth for the Group in the second half of 2008. Ticketing will continue to be the segment with the strongest growth, having already produced an excellent performance in the first half of the year with 33% revenue growth. The paramount growth driver will again be online ticketing, which still provides enormous potential due to the increasingly high acceptance of the Internet as a secure and convenient source of tickets. In the Live Entertainment segment, the CTS Group is superbly positioned with its subsidiaries and participating interests and will continue to reinforce its role as market leading with magnetic performers and top-class tours and events. Highlights in the third and fourth quarter of 2008 will include Elton John’s Las Vegas Show ‘The Red Piano’, Madonna, Tina Turner, R.E.M., Nelly Furtado and the Nokia Night of the Proms. For the 2008 business year as a whole, the Management Board expects the Group to progress well and anticipates a further improvement in revenue relative to the previous year, in which an EBIT of EUR 47 million was achieved. The fourth quarter is traditionally the strongest, especially in the Ticketing segment. Efforts will be focused during the current business year on intensifying Internet ticketing operations, expanding to other countries (inter alia by making further acquisitions) and on implementing the long-term partnership agreement signed with Live Nation in December 2007. In the medium term, the Group aims to reach an annual revenue target of EUR 500 million, sell 100 million tickets a year and be present with its ticketing software on every continent in the world. In addition to the core business – selling tickets for music events, especially rock and pop – the CTS Group has also made powerful inroads into the fields of sport and culture.

12

5.

Risks and opportunities

The risk management system now in place means that the risks facing the CTS Group are limited and controllable. There are no discernible risks that might jeopardise the continued existence of the Group as a going concern. The statements made in the risk report included in the 2007 Annual Report remain valid. 6.

Related party disclosures

For disclosures of important transactions with related parties, reference is made to item 7 in the Selected Notes. Forward-looking statements In addition to historical financial data, this Report may contain forward-looking statements using terms such as ‘believe’, ‘assume’, ‘expect’ and the like. Actual future events or trends may therefore differ materially from the content of such statements.

Bremen, 28 August 2008 CTS EVENTIM Aktiengesellschaft The Management Board

13

5. interim consolidated financial statements as at 30 June 2008 Consolidated balance sheet as at 30 June 2008 (IFRS)

Assets

30.06.2008 [EUR]

31.12.2007 [EUR]

Current assets Cash and cash equivalents Trade receivables Receivables from affiliated companies Inventories Receivables from income tax

135,417,682 31,945,604 2,098,764 11,823,216 4,793,235

141,764,029 24,202,044 1,197,624 13,193,872 3,991,762

Other assets Total current assets

15,815,551 201,894,052

18,519,660 202,868,991

Non-current assets Fixed assets Intangible assets Financial assets Investments stated at equity Loans Trade receivables Receivables from affiliated companies Other assets Goodwill Deferred tax assets Total non-current assets

8,787,622 16,558,506 1,132,014 171,099 2,021,244 1,348,252 579,223 90,018 80,146,820 3,153,343 113,988,141

7,795,323 15,051,394* 998,334 32,816 2,298,373 602 662,784 49,347 79,488,696* 3,968,358* 110,346,027

Total assets

315,882,193

313,215,018

* Adjusted previous year figures (see point 2 in selected notes to the consolidated financial statements)

14

Shareholders’ equity and liabilities

Current liabilities Short-term financial liabilities and current portion of long-term financial liabilities Trade payables Payables to affiliated companies Advance payments received

30.06.2008 [EUR]

31.12.2007 [EUR]

2,866,421 35,041,564 725,562

2,932,391 26,036,589 286,860 52,746,177 1,121,725

58,438,094 1,183,906 7,178,750 70,378,463 175,812,760

10,143,003 85,408,291 178,675,036

21,991,202 1,077,285 2,300,922 609,396 25,978,805

19,810,751 2,102,000 2,521,589 658,180* 25,092,520

Shareholders’ equity Share capital Capital reserve Earnings reserve Balance sheet profit Treasury stock Minority interest Currency differences Total shareholders’ equity

24,000,000 23,306,832 137,476 55,837,008 -57,638 10,931,067 -64,117 114,090,628

24,000,000 23,306,832 22,296 55,063,582* -57,638 7,152,876 -40,486 109,447,462

Total shareholders’ equity and liabilities

315,882,193

313,215,018

Other provisions Tax provisions Other liabilities Total current liabilities Non-current liabilities Medium- and long-term financial liabilities Other liabilities Pension provisions Deferred tax liabilities Total non-current liabilities


15

Consolidated income statement for the period from 1 January to 30 June 2008 (ifrs)

Revenue Cost of sales Gross profit Selling expenses

01.01. 30.06.2008 [EUR]

01.01. 30.06.2007 [EUR]

209,006,413 -162,119,900 46,886,513

213,642,563 -169,231,632* 44,410,931

-12,967,584

-10,601,299*

General administrative expenses Other operating income Other operating expenses Operating profit (EBIT)

-8,048,053 2,261,543 -3,752,727 24,379,692

-6,648,930* 3,494,586 -3,602,956* 27,052,332

Income / expenses from companies in which participations are held Income / expenses from investments stated at equity Financial income Financial expenses Profit from ordinary business activities (EBT)

14,784 111,321 2,386,334 -811,345 26,080,786

152,831 21,173 2,494,012 -657,572 29,062,776

Taxes Net income before minority interest

-8,453,074 17,627,712

-10,830,123* 18,232,653

Minority interest Net income after minority interest

-5,026,743 12,600,969

-5,932,648 12,300,005

0.53 24,000,000

0.51 24,000,000

Earnings per share (in EUR); undiluted (= diluted) Average number of shares in circulation; undiluted (= diluted)


16

Consolidated income statement for the period from 1 April to 30 June 2008 (ifrs)

01.04. 30.06.2008 [EUR]

01.04. 30.06.2007 [EUR]

128,014,862 -101,046,046 26,968,816

140,185,202 -113,872,794* 26,312,408

General administrative expenses Other operating income Other operating expenses Operating profit (EBIT)

-6,737,915 -4,359,735 1,337,651 -2,097,239 15,111,578

-5,643,709* -3,385,038* 1,485,463 -2,169,567* 16,599,557

Income / expenses from companies in which participations are held Income / expenses from investments stated at equity Financial income Financial expenses Profit from ordinary business activities (EBT)

0 120,464 1,209,319 -487,687 15,953,674

52,831 28,491 1,144,355 -261,713 17,563,521

Taxes Net income before minority interest

-5,141,598 10,812,076

-6,355,764* 11,207,757

Minority interest Net income after minority interest

-3,387,742 7,424,334

-3,667,999 7,539,758

0.31 24,000,000

0.31 24,000,000

Revenue Cost of sales Gross profit Selling expenses

Earnings per share (in EUR); undiluted (= diluted) Average number of shares in circulation; undiluted (= diluted)


17

Consolidated cash flow statement for the period from 1 january to 30 June 2008 (IFRS) (short form)

The following cash flow statement states the flow of funds from operating activities, investing activities and financing activities of the Group, and the resultant change in cash and cash equivalents

01.01. 30.06.2008 [EUR]

01.01. 30.06.2007 [EUR]

Net income after minority interest Minority interest Depreciation and amortization on property, plant and equipment

12,600,969 5,026,743 3,507,630 -220,667 831,607

12,300,005* 5,932,648 3,433,543* -274,020 -402,595*

21,746,282 246,736 1,102 -2,143,506 811,327 7,621,467 1,989,376 -226,055 -10,990,519 1,370,656 -8,063,118 466,780 -1,805,803 11,024,725 -8,822,594 -8,548,478 -6,346,347

20,989,581 -15,746 -7,297 -2,087,507 188,244 11,232,718 1,010,826 -15,237 -7,615,705 7,879,061 -12,681,943* 1,329,657 -31,423,450* -11,216,798 -15,578,400 -10,955,925 -37,751,123

141,764,029 135,417,682

153,594,858 115,843,735

135,417,682 135,417,682

115,843,735 115,843,735

Additions to pension provisions Deferred tax expenses / income Cash flow Other cash-neutral expenses / income Book profit / loss from disposal of intangible and fixed assets Interest income Interest expenses Income tax expenses Interest received Interest paid Income taxes paid Decrease / Increase in inventories; payments on account Decrease / Increase in receivables and other assets Decrease / Increase in provisions Decrease / Increase in current liabilities Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net increase / decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Composition of cash and cash equivalents Cash and cash equvialents Cash and cash equivalents at end of period


18

Consolidated statement of changes in shareholders’ equity (IFRS)

Status 1.1.2007 Currency differences Change in scope of consolidation Allocation to earnings reserve Distribution Net income after minority interest Status 30.06.2007 Status 1.1.2008 Currency differences Change in scope of consolidation Allocation to earnings reserve Distribution Net income after minority interest Status 30.06.2008

Share capital

Capital reserve

Earnings reserve

Balance sheet profit

Treasury stock

Minority interest

Currency differences

Total shareholders’ equity

[EUR]

[EUR]

[EUR]

[EUR]

[EUR]

[EUR]

[EUR]

[EUR]

24,000,000

23,302,357

0

43,813,348

0

4,128,607

741

95,245,053

0

0

0

0

0

0

-4,764

-4,764

0

0

0

0

0

-136,029

0

-136,029

0 0

0 0

11,496 0

0 -11,760,000

0 0

0 -921,779

0 0

11,496 -12,681,779

0 24,000,000

0 23,302,357

0 11,496

12,300,005* 44,353,353*

0 0

5,932,648 9,003,447

0 -4,023

18,232,653 100,666,630

24,000,000

23,306,832

22,296

55,063,582*

-57,638

7,152,876

-40,486

109,447,462

0

0

0

0

0

0

-23,631

-23,631

0

0

0

0

0

3,348

0

3,348

0 0

0 0

0 0

-68,609 -11,758,934

0 0

0 -1,251,900

0 0

-68,609 -13,010,834

0 24,000,000

0 23,306,832

115,180 137,476

12,600,969 55,837,008

0 -57,638

5,026,743 10,931,067

0 -64,117

17,742,892 114,090,628


19

Selected notes to the consolidated financial statements 1.

Preliminary statements

The CTS EVENTIM Aktiengesellschaft (also referred to hereinafter as ‘CTS AG’) is a corporate enterprise listed on the stock exchange and domiciled in Munich; its head office is located in Bremen. The consolidated financial statements for the first six months of fiscal 2008, now presented as an interim report for CTS AG and its subsidiaries, was approved by the Management Board for publication, in its decision of 28 August 2008. 2.

Basis of reporting

General aspects The present, unaudited Group Interim Report as at 30 June 2008 was prepared in compliance with International Financial Reporting Standards (IFRS) for ‘Interim Financial Reporting’ (IAS 34 ‘Interim Financial Reporting’) as applicable in the European Union on the balance sheet date, and in accordance with the applicable regulations in the Securities Trading Act (Wertpapierhandelsgesetz – WpHG). A condensed form of report compared to the Annual Report as at 31 December 2007 was chosen, as provided for in IAS 34. The interim financial statements should be read in conjunction with the consolidated financial statements as at 31 December 2007. The Group Interim Report contains all the information required to give a true and fair view of earnings performance, financial position and cash flow. Consolidated financial statements reflecting applicable German Commercial Code (Handelsgesetzbuch – HGB) principles were not prepared. The comparative figures in the income statement relate to the adjusted Interim Group Report as at 30 June 2007 (after final purchase price allocation), and those in the balance sheet to the adjusted financial statements as at 31 December 2007 (after final purchase price allocation). The accounting, valuation and consolidation methods are the same as those applied in the consolidated financial statements as at 31 December 2007. Among other aspects, purchase price obligations in relation to minority interests issued with put options are recognised in accordance with IAS 32 as liabilities, and carried at the present value of the purchase price. Goodwill is recognised as the difference between the present value of the liabilities and the carrying amount of minority interests. A detailed description of the accounting principles and any changes therein was published in the 2007 Annual Report under item 1.7 of the notes to the consolidated financial statements, ‘Principal accounting and valuation methods’. Final purchase price allocation for Ticketone S.p.A., Milan On the basis of contracts concluded on 18 May 2007, CTS AG acquired shares in TicketOne S.p.A. (hereinafter: TicketOne), an Italian company domiciled in Milan, through an intermediate company. TicketOne is the leading provider of ticketing services in Italy and in 2006 sold more than 13 million tickets through direct sales channels and its inhouse systems. TicketOne also owns majority interests in T.O.S.T Ticketone Sistemi Teatrali S.r.l., Milan, and in Panischi S.r.l., Milan. As at 31 May 2008, the purchase price allocation relating to the acquisition of shares in TicketOne was finally completed within the stipulated 12-month period, in accordance with IFRS 3.62. The provisional present values on initial consolidation were shown in the Notes section of the 2007 Annual Report, on 20

page 69 under ‘Notes to the consolidated financial statements’. According to IFRS 3.62, the comparative figures for the reporting period must be presented as if initial consolidation was already based on the final values. Based on the final purchase price allocation, the following table shows the present values at the time of initial consolidation and the carrying values immediately before acquisition of the companies in the TicketOne Group: TicketOne-Group, Milan Fair Value at the time of initial consolidation

Carrying value immediately before purchase

[EUR‘000]

[EUR‘000]

2,045 2,556 983 5,584

2,045 2,721 894 5,660

Financial assets Fixed assets Intangible assets Goodwill Deferred tax assets Total non-current assets Total assets

13 573 7,170 0 2,898 10,654 16,238

13 573 8,394 833 1,588 11,401 17,061

Financial liabilities Trade payables Provisions Other liabilities Total current liabilities

5,073 2,333 1,373 6,661 15,440

5,073 2,333 292 6,297 13,995

663 562 1,225

0 699 699

-427 16,238

2,367 17,061

Cash and cash equivalents Trade receivables Other assets Total current assets

Deferred tax liabilities Pension provisions Total non-current liabilities Shareholders‘ equity Total shareholders‘ equity and liabilities

Assets and debts were recognised at fair value in the final purchase price allocation. Recognition led to a reduction in the carrying value of intangible assets. Goodwill from creation of the TicketOne sub-group has been recognised at consolidated group level. The revaluation of intangible assets and provisions resulted in additions to deferred tax assets. Any additional obligations were recognised by forming additional provisions. Revaluation of trademarks and customer base, under intangible assets, as well as provisions for pensions led to recognition of deferred tax liabilities. At group level, final purchase price allocation as at 31 May 2007 results in EUR 14.958 million in goodwill from the capital consolidation. Additional goodwill arising from recognition of purchase price obligations in respect of put options is carried at EUR 14.134 million.

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Effects of the final purchase price allocation in respect of TicketOne on the consolidated financial statements In the context of this final purchase price allocation, a lower fair value was recognised for some individual intangible assets compared to the provisional recognition of present values at the time of initial consolidation, due to application of a broader basis to calculation. This led at group level to changes in the recognition of deferred taxes and to a higher carrying value for goodwill. The following table provides an overview of the changes resulting from the final purchase price allocation in the consolidated balance sheet as at 31 December 2007:

Assets Intangible assets Goodwill Deferred tax assets Liabilities and shareholders‘ equity Deferred tax liabilities Balance sheet profit

Consolidated

Consolidated

balance sheet -

balance sheet

interim purchase

- final purchase

price allocation

price allocation

31.12.2007 [EUR‘000]

31.12.2007 [EUR‘000]

Change [EUR‘000]

22,480 74,095 4,046 100,621

15,050 79,489 3,968 98,507

-7,430 5,394 -78 -2,114

2,368 55,467 57,835

658 55,063 55,721

-1,710 -404 -2,114

The following tables provide an overview of changes affecting key financial figures in the consolidated income statement as at 30 June 2007 and 31 December 2007, as a result of the final purchase price allocation.

Operating profit (EBIT) Profit from ordinary business activities (EBT) Taxes Net income after minority interest

Consolidated

Consolidated

income statement

income statement

- interim purchase

- final purchase

price allocation

price allocation

01.0130.06.2007 [EUR‘000]

01.0130.06.2007 [EUR‘000]

Change [EUR‘000]

27,004 29,014 -10,829 12,252

27,052 29,063 -10,830 12,300

48 49 -1 48

22

Operating profit (EBIT) Profit from ordinary business activities (EBT) Taxes Net income after minority interest

Consolidated

Consolidated

income statement

income statement

- interim purchase

- final purchase

price allocation

price allocation

01.0131.12.2007 [EUR‘000]

01.0131.12.2007 [EUR‘000]

Change [EUR‘000]

46,761 49,981 -19,754 23,414

47,102 50,322 -20,499 23,010

341 341 -745 -404

Due to revaluation of intangible assets, adjustments were made in respect of depreciation (EUR 341 thousand). In the context of the final purchase price allocation taxes increase by EUR 745 thousand, among other things due to the changed utilization of tax losses carry forward. The effects of the final purchase price allocation on the consolidated income statement as at 31 March 2008 are related to amortization on intangible assets (EUR 146 thousand) and to taxes (EUR 181 thousand). Due to this effect the net income after minority interest as at 31 March 2008 increased from EUR 4.850 million (EPS: EUR 0,20) to EUR 5.177 million (EPS: EUR 0,22). 3.

Changes in the scope of consolidation

Besides CTS AG as parent company, the consolidated financial statements also include all relevant subsidiaries. The following changes occurred during the reporting period and/or in relation to the corresponding period in 2007. Ticketing On the basis of contracts concluded on 18 May 2007 and 8 November 2007, CTS AG acquired shares in TicketOne S.p.A. (hereinafter: TicketOne), an Italian company domiciled in Milan, through an intermediate company. In total, CTS AG acquired a 43.2% share in TicketOne in 2007. In contracts concluded on 28 April 2008 and 6 May 2008, CTS AG acquired a further 6.6% of the shares in TicketOne from two minority shareholders for a combined purchase price of EUR 2.3 million, and now holds 49.8% of the shares in that company. TicketOne and its subsidiaries are fully consolidated. An agreed purchase option ensures that CTS AG can further increase its shareholding in TicketOne in the medium term. In August 2007, Ticket Express Gesellschaft zur Herstellung und zum Vertrieb elektronischer Eintrittskarten mbH, Vienna (hereinafter: TEX), acquired a further 20% of the shares in TEX Hungary Kft. and in Ticket Express Hungary Kft., with the consequence that said company now holds 71% of the shares in each of the two companies.

23

In the fourth quarter of 2007, TSC EVENTIM Ticket & Touristik-Service-Center GmbH, Bremen (hereinafter: TSC), was included in consolidation for the first time. As at the date of initial consolidation, CTS AG held 50% of the shares in TSC. On the basis of a contract concluded on 22 May 2008, CTS AG acquired the remaining 50% of the shares in TSC and since then has held 100% of the shares in said company. On 20 November 2007, TEX acquired an additional 10% of the shares in ÖTS Gesellschaft zum Vertrieb elektronischer Eintrittskarten mbH, Stainz, so TEX now holds 65% of the shares in that company. In the first quarter of 2008, Ticket Nord, Herstellung und Vertrieb elektronischer Eintrittskarten GmbH, Vienna, changed its name to Ö-Ticket Nord West GmbH, Vienna. In a share purchase agreement concluded on 6 March 2008, TEX sold its 49% share in Ö-Ticket Nord West GmbH, Vienna (formerly: Ticket Nord, Herstellung und Vertrieb elektronischer Eintrittskarten GmbH, Vienna). Since then, TEX has held only 51% of the shares in that company. With a notarial contract dated 19 March 2008, CTS AG acquired the remaining 10% share in Viennabased TEX, previously held by an external shareholder, and since that date has therefore held 85% of the shares in said company. The purchase price was EUR 0.4 million. Live Entertainment With effect from 1 October 2007, Palazzo Produktionen Berlin GmbH, Hamburg (hereinafter: Palazzo Berlin), was included in consolidation for the first time. Palazzo Berlin is a wholly-owned subsidiary of Palazzo Produktionen GmbH, Hamburg. Show-Factory Entertainment GmbH (hereinafter: Showfactory), Bregenz, was included in consolidation in the fourth quarter of 2007. Semmelconcerts Veranstaltungsservice GmbH, Bayreuth, holds a 51% interest in the Showfactory events company. In a contract dated 14 March 2008, FKP Scorpio Konzertproduktionen GmbH, Hamburg, acquired the remaining 49% of shares in Palazzo Produktionen GmbH, Hamburg (hereinafter: Palazzo Hamburg), and now owns 100% of said company. The purchase price was EUR 0.3 million. In a contract dated 29 May 2008, EVENTIM Popkurs Hamburg gemeinnützige GmbH was established with domicile in Hamburg. CTS AG holds 100% of the shares in said company. Since initial consolidation, the company has generated negative earnings of EUR 2 thousand. Due to significant influence, Greenfield Festival AG, Hünenberg, was included in consolidation for the first time in the first half of 2008. In view of the 23.8% interest held by the Group, the company is included at equity as an associated company in the consolidated financial statements. By including Greenfield Festival AG in the consolidated financial statements, EUR 109 in income from participation was recognised in the financial result. As at 30 June 2008, the latter company discloses a balance sheet total of EUR 1.929 million, revenue of EUR 4.083 million and net income for the year of EUR 456 thousand. The Group’s share in the assets of Greenfield Festival AG is carried at EUR 459 thousand, and the share in liabilities at EUR 502 thousand.

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Corporate structure of CTS EVENTIM AG and its subsidiaries as at 30 June 2008

CTS EVENTIM AG, Munich

Ticketing

Live-Entertainment

100.0 %

100.0 % GSO Holding GmbH, Bremen

50.0 %

EVENTIM Popkurs Hamburg gemeinnützige GmbH, Hamburg

50.0 %

GSO Gesellschaft für Softwareentwicklung und Organisation mbH & Co. KG, Bremen

94.4 %

100.0 %

MEDUSA Music Group GmbH, Bremen

100.0 %

GSO Verwaltungsgesellschaft mbH, Bremen

100.0 %

51.0 %

Marek Lieberberg Konzertagentur GmbH & Co. KG, Frankfurt am Main

CTS Eventim Sports GmbH, Hamburg

100.0 %

Marek Lieberberg Konzertagentur Holding GmbH, Frankfurt am Main

100.0 %

TSC EVENTIM Ticket & Tourist- Service-Center GmbH, Bremen

10.0 %

Marek Lieberberg Konzertagentur Verwaltungs GmbH, Frankfurt am Main

85.0 %

73.0 %

Dirk Becker Entertainment GmbH, Cologne

100.0 %

Ticket Express Gesellschaft zur Herstellung und zum Vertrieb elektronischer Eintrittskarten mbH, Vienna

Peter Rieger Konzertagentur GmbH & Co. KG, Cologne

66.7 %

50.2 %

Peter Rieger Verwaltungs GmbH, Cologne

51.0 %

50.0 % 25.2 %

65.0 %

51.0 % 25.0 % Show-Factory Entertainment GmbH, Bregenz

37.4 % PGM Promoters Group Munich Konzertagentur GmbH, Munich

ÖTS, Gesellschaft zum Vertrieb elektronischer Eintrittskarten mbH, Stainz

Semmelconcerts Veranstaltungsservice GmbH, Bayreuth

25.0 %

LS Konzertagentur GmbH, Vienna

Ö-Ticket Nord West, GmbH, Vienna

50.2 % 37.4 %

ARGO Konzerte GmbH, Würzburg

50.2 %

50.1 %

FKP Scorpio Konzertproduktionen GmbH, Hamburg

Ö-Ticket-Nordost Eintrittskartenvertrieb GmbH, Tulln

Ticket Express Hungary Kft., Budapest

Peter Rieger Konzertagentur Holding, Cologne

100.0 %

Ö-Ticket-Südost, Gesellschaft zur Herstellung und zum Vertrieb elektronischer Eintrittskarten mbH, Wiener Neustadt

71.0 %

70.0 %

100.0 % 71.0 %

OCTOPUS GmbH Agentur für Kommunikation, Hamburg

TEX Hungary Kft., Budapest

100.0 %

50.2 %

Eventim Sports Consulting GmbH, Bremen

CRP Konzertagentur GmbH, Hamburg

100.0 %

100.0 % CTS Eventim Solutions GmbH, Bremen

100.0 %

CTS Eventim Nederland B.V., Amsterdam

51.0 %

100.0 % eventim online Holding GmbH, Bremen

100.0 %

RP-EVENTIM GmbH, Düsseldorf

49.8 %

Palazzo Produktionen GmbH, Vienna

100.0 %

T.O.S.T., Ticketone Sistemi Teatrali S.r.l., Milan

100.0 %

60.0 % Zritel o.o.o., Moscow

100.0 %

TicketOne S.p.A., Milan

CTS Eventim Schweiz AG, Basle

51.0 %

Palazzo Produktionen GmbH, Hamburg

Palazzo Producties B.V., Amsterdam

100.0 %

Palazzo Produktionen Berlin GmbH, Hamburg

51.0 %

Panischi S.r.l., Milan Act Entertainment AG, Basle

25

4.

Selected notes to the consolidated balance sheet

Mainly the acquisition of additional shares in subsidiaries resulted in changes to goodwill amounting to EUR 658 thousand, bringing the figure from EUR 79.489 million to EUR 80.147 million. In the Live Entertainment segment, additions to assets in the first half of 2008 relate, in particular, to the acquisition of trademark rights (EUR 1.650 million) and to the purchase of fixed assets for the Tutankhamun exhibition inventory (EUR 1.207 million). In the Ticketing segment investments totalling EUR 945 thousand were made in the development of proprietary software (‘Global Ticketing System’). 5.

Selected notes to the consolidated income statement

The reduction in taxes was primarily due to the reform of corporate taxation in Germany. The taxation ratio within the Group has been reduced from 37.3% to 32.4%. 6.

Business segment report

The internal and external revenues of the segments are shown in the following table:

Ticketing

External revenue Intercompany revenue Total revenue Consolidation within segment Revenue after

Live Entertainment

Total for segment

30.06.2008 [EUR‘000]

30.06.2007 [EUR‘000]

30.06.2008 [EUR‘000]

30.06.2007 [EUR‘000]

30.06.2008 [EUR‘000]

30.06.2007 [EUR‘000]

47,056 5,497 52,553

33,967 5,333 39,300

161,950 25,441 187,391

179,676 36,613 216,289

209,006 30,938 239,944

213,643 41,946 255,589

-4,625 47,928

-3,254 36,046

-24,757 162,634

-35,942 180,347

-29,382 210,562

-39,196 216,393

consolidation within segment

26

The Group segments generated the following figures after consolidation:

Ticketing

Revenue Operating profit (EBIT) EBITDA Depreciation and amortization Financial result Profit from ordinary business activities (EBT) Taxes Net income for the year Minority interest Consolidated income Average no. of employees Segment assets

Live Entertainment

Intersegment consoldidation

Group

30.06.2008 [EUR‘000]

30.06.2007 [EUR‘000]

30.06.2008 [EUR‘000]

30.06.2007 [EUR‘000]

30.06.2008 [EUR‘000]

30.06.2007 [EUR‘000]

30.06.2008 [EUR‘000]

30.06.2007 [EUR‘000]

47,928

36,046

162,634

180,347

-1,556

-2,750

209,006

213,643

11,210 13,832

8,628

13,170

18,415

0

9

14,056

19,019

0

9

24,380 27,887

27,052*

10,989

-2,621

-2,360

-886

-604

0

0

-3,508 1,701

-2,964* 2,010

26,081 -8,453

29,063 -10,830*

17,628

18,233

-5,027

-5,933

12,601

12,300*

908

864

626 183,270

599 174,005

282 145,990

265 128,000

30,016


27

7.

Other disclosures

Appropriation of earnings In the 2007 financial year, CTS AG generated net income (according to HGB accounting principles) of EUR 18.484 million. The Shareholders’ Meeting on 15 May 2008 passed a resolution to distribute EUR 11.760 million (EUR 0.49 per share) to shareholders. This dividend was carried out on 16 May 2008, and the remaining balance sheet profit of EUR 26.777 million was carried forward to the new account. Financial obligations There have been no changes in respect of contingent liabilities since the last balance sheet date. Resolutions of the 2008 Shareholders’ Meeting The Shareholders’ Meeting gave formal and unanimous approval to the activities of the Management Board and Supervisory Board during the past business year. PricewaterhouseCoopers Wirtschaftsprüfungsgesellschaft AG, Osnabrück, was reappointed to audit the company accounts for fiscal 2008. The Shareholders’ Meeting also authorised the Management Board to issue stock options and convertible bonds to a total value of up to EUR 275 million and with a maximum term of 20 years, conditional on Supervisory Board approval, by 14 May 2013, to grant the holders conversion rights to up to 11,000,000 new no-par bearer shares in the company, equal to share capital of up to EUR 11,000,000, and to exclude shareholders, within legally permitted limits, from subscribing to the convertible bonds under certain conditions. In view of the possible issue of shares to holders of option and conversion rights on the basis of this authorisation, the company’s articles of incorporation were amended simultaneously to create an additional EUR 11,000,000 in contingent capital (‘Contingent Capital 2008’). The company was also authorised by the Shareholders’ Meeting, in accordance with Section 71 (1) No. 8 AktG (Stock Corporation Act) to purchase treasury shares amounting to up to 10% of the registered share capital by 14 November 2009, and to use these for specific purposes as detailed in the resolution, partially with exclusion of subscription rights for shareholders. Related party disclosures According to IAS 24, persons or companies that exercise control over, or are controlled by the Group must be disclosed if they have not already been included as consolidated companies in the consolidated financial statements of the Group.

28

CTS AG transactions with related parties pertain to reciprocal services and were concluded only at the conditions which normally apply between third parties. The majority shareholder of CTS AG is a controlling shareholder of other companies associated with the Group. In the first six months of 2008, there were contractual relations between CTS AG and the companies associated with the controlling shareholder. During the reporting period, these contractual relations gave rise to expenses of EUR 4.374 million, mainly relating to fulfilment services (EUR 2.728 million), tenancy agreements (EUR 155 thousand), call centre operations (EUR 903 thousand) and business services agreements (EUR 436 thousand). These were offset by EUR 96 thousand in income from the supply of ticketing software and EUR 45 thousand from passing on operating expenses to other entities. Trade payables to associated companies totalled EUR 448 thousand on the reporting date. Trade receivables amounting to EUR 117 thousand were carried. Affiliated companies not included in consolidation due to insignificance account for EUR 2.412 million in trade receivables and EUR 536 thousand in trade liabilities. The income generated from these affiliated companies (EUR 88 thousand) results mainly from licensing fees charged on to these companies. Expenses amounting to EUR 350 thousand were incurred, mainly in relation to concerts and advertising costs. Assurance by legal representatives To the best of our knowledge, the interim consolidated financial statements give a true and fair view of the Group’s earnings performance, financial position and cash flow, in accordance with the applicable reporting principles, and that the interim consolidated financial statements present the course of business, including the Group’s profits and situation, in a way that accurately reflects actual circumstances and truthfully describes the main opportunities and risks associated with the Group’s expected development over the remainder of the 2008 financial year. Bremen, 28 August 2008 CTS EVENTIM Aktiengesellschaft

Klaus-Peter Schulenberg

Volker Bischoff

Christian Alexander Ruoff

29

Contact CTS Eventim AG Contrescarpe 75 A 28195 Bremen Tel.: +49 (0) 421 / 36 66 - 0 Fax: +49 (0) 421 / 36 66 - 2 90 www.eventim.de [email protected]

Imprint publisher:

CTS Eventim AG Contrescarpe 75 A 28195 Bremen Tel.: +49 (0) 421 / 36 66 - 0 Fax: +49 (0) 421 / 36 66 - 2 90

editorial office:

Engel & Zimmermann CTS Eventim AG

artwork:

SECHSBAELLE, Bremen

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31

Group interim report 2008

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