GROUP INTERIM REPORT 2014

above the previous year’s figure. The high-margin online ticketing business also contributed to the rise in earnings by selling 5.9 million tickets, 6...

0 downloads 56 Views 4MB Size
GROUP INTERIM REPORT AS AT 31 MARCH

2014

KEY GROUP FIGURES

01.01.2014 - 31.03.2014

01.01.2013 - 31.03.2013 1

Change

[EUR’000]

[EUR’000]

[in %]

150,392 32,054 21.3% 25,723 17.1%

121,070 28,566 23.6% 22,984 19.0%

24.2 12.2 -2.3 pp 11.9 -1.9 pp

Normalised EBITDA Normalised EBIT before amortisation from purchase price allocation Normalised EBITDA margin Normalised EBIT margin before amortisation from purchase price allocation Non-recurring items 2 Amortisation resulting from purchase price allocation

32,353 28,690 21.5% 19.1% 299 2,667

28,737 25,742 23.7% 21.3% 172 2,586

12.6 11.5 -2.2 pp -2.2 pp 74.5 3.1

Earnings before tax (EBT) Net income after non-controlling interest Cash flow

24,731 14,869 23,261

21,839 13,009 20,434

13.2 14.3 13.8

[EUR]

[EUR]

0.31

0.27

[Qty.]

[Qty.]

1,962 (296)

1,657 (257)

Revenue EBITDA EBITDA margin EBIT EBIT margin

Earnings per share 3, undiluted (= diluted)

Number of employees 4 Of which temporary

Adjusted prior-year figures due to the final purchase price allocation of Arena Management GmbH Cf. page 7 for non-recurring items 3 Number of shares: 48 million 4 Number of employees at end of period (active workforce) 1 2

CONTENT

1.

LETTER TO THE SHAREHOLDERS

2

2.

CTS SHARES

4

3.

INTERIM MANAGEMENT REPORT FOR THE GROUP 6

4.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2014 15 Consolidated balance sheet 15 Consolidated income statement 17 Consolidated statement of comprehensive income 18 Consolidated cash flow statement (short form) 19 Consolidated statement of changes in shareholders’ equity 20 Selected notes to the consolidated financial statements 21

Content

1.

LETTER TO THE SHAREHOLDERS Klaus-Peter Schulenberg Chief Executive Officer

Dear shareholders, CTS EVENTIM got off to a successful start in the 2014 financial year. We were able to transfer over our good performance and the momentum of the fourth quarter 2013, which is traditionally a strong one, into the new year. We succeeded to increase our Group revenue by 24.2% year on year to EUR 150.4 million in the first three months of the year. Normalised EBITDA grew by 12.6% to EUR 32.4 million. Both segments made substantial contributions to the double-digit growth rates. While revenue in the Ticketing segment rose by 11.4% to EUR 69.4 million, the Live Entertainment segment saw an increase of 37.9% to EUR 83.2 million. These figures reflect that concertgoers and people looking to attend events appreciate not only our events, but also our products and services. They have faith in us because what we offer does not let them down. It is thanks to this consistent quality and ever increasing customer satisfaction that we have succeeded in becoming Europe’s market leader in ticketing and live entertainment. We will continue to reinforce and expand our market position going forward.

TAKEOVERS IN FRANCE, SPAIN AND THE NETHERLANDS IN THE TICKETING SEGMENT In the Ticketing segment, we have our sights set on strengthening our leading position. To this end, we took over three Stage Entertainment Group ticketing companies in Spain, France and the Netherlands in the first quarter of this year. The acquired companies in the Netherlands and Spain are among the leaders in their respective markets and sell tickets for concerts, sports and other events in addition to tickets for Stage Entertainment musicals. At the same time, we also concluded an exclusive ticketing agreement with Stage Entertainment for Russia. As a result, we are successfully continuing our expansion across Europe.

TICKETING SEGMENT SEES SUCCESSFUL BUSINESS DEVELOPMENT In the Ticketing segment, our revenue (before consolidation between segments) grew by EUR 7.1 million to EUR 69.4 million, which corresponds to a rise of 11.4%. Our normalised EBITDA amounted to EUR 26.5 million, placing it 11.0% above the previous year’s figure. The high-margin online ticketing business also contributed to the rise in earnings by selling 5.9 million tickets, 6.8% more than in the first quarter of 2013. Our online ticket systems are the absolute market leaders. This is why they continue to gain popularity thanks to their security, ease of use and additional benefits. We have developed an iPad app, for example, which allows users to take a look at the hall and the stage from every seat in the house. Our interactive seat map makes it possible for users to know in advance what they can expect and whether they will like where they sit. These little services make a big difference and are something our customers appreciate. They are loyal to us because they know that they can always expect the best from this reliable leader in technology. We already experienced a highlight of the year in the first quarter: The Organising Committee of the 2014 Winter Olympic Games in Sochi contracted CTS EVENTIM with the exclusive ticket sales in Russia. The Winter Olympic Games in Sochi took place just a few weeks ago, and the smooth ticketing process most certainly made a contribution to enhancing our company’s excellent international reputation.

2

Letter to the shareholders

CTS EVENTIM is also a valued ticketing partner in the sports industry. We cooperate closely with more than 100 clubs, associations and sports promoters. And we are hard at work convincing other organisations of our services. In early 2014, for example, we concluded long-term agreements with four handball clubs and with the Handball League Association. Plus we announced recently that CTS EVENTIM had been awarded the contract for the Ice Hockey World Championships in 2017. The tournament featuring the 16 best ice hockey nations will take place in Paris and Cologne from 5 to 21 May 2017. To make things even better, we are not only the exclusive ticketing partner of the event, which is set to draw around 1 million spectators, we are also proud to provide the organisers with our venue: the Lanxess Arena in Cologne.

LIVE ENTERTAINMENT SEGMENT RECORDS A SIGNIFICANT RISE IN REVENUE The Live Entertainment segment grew even more than Ticketing in the first quarter of 2014. We continued to expand our leading role in Germany and Europe. Revenue reached EUR 83.2 million – up a full 37.9% year on year – between 1 January and 31 March 2014. At EUR 5.8 million, EBITDA was up 20.4% year on year. No other European company offers the audience a larger selection of appealing events than CTS EVENTIM. For artists, live acts are gaining importance as demand for recordings continues to fall. In the Live Entertainment segment, our diversification has proven its worth and has developed very well. Our festivals, tours and concerts continue to be some of the most successful, and CTS EVENTIM is now the third-largest promoter in the world, according to amount of tickets sold. We operate some of the most successful venues anywhere, such as Waldbühne in Berlin, the Lanxess Arena in Cologne and the Eventim Apollo in London. According to the industry publication “Pollstar”, Waldbühne was the world’s leading amphitheatre outside North America last year. The Eventim Apollo was the top European theatre venue in the 2013 “Pollstar” ranking. The Lanxess Arena, with a seating capacity of 20,000, has established itself as one of the world’s most popular and most visited venues. In the 2014 financial year, we are focusing on the further expansion of Internet ticketing, our international expansion and the launch of new products and services. For the full year, my fellow Management Board members and I expect a growth in key revenue and earnings figures as presented in the annual report 2013.

Yours sincerely,

Klaus-Peter Schulenberg Chief Executive Officer

3

Letter to the shareholders

2.

CTS SHARES

CTS shares performed positively once again in the first quarter of the 2014 financial year, gaining 31.3% in value during this period. Once again, the CTS shares outperformed all reference indices. The value of the SDAX reference index only increased by 5.6% in the same period. As a result, the CTS shares recorded an outperformance of over 25% – a testament to the successful business development of CTS EVENTIM AG. Since early April 2014, the markets have experienced partial corrections in individual sectors – especially in the case of online companies and internet-based business models. The Nasdaq sub-index for internet stocks has lost 9% in value since the beginning of April 2014. The CTS shares were unable to escape this trend completely unscathed. That being said, the CTS shares are still very well positioned. The CTS shares have still outperformed the SDAX by almost 10% since the start of the year. The dividend approved at the Shareholders’ Meeting and the successful start to the 2014 financial year have been the highlights of the CTS shares so far in 2014. As a result, assessments by many financial analysts remain positive. Alongside Berenberg, Lampe and Metzler banks, Commerzbank, DZ Bank and Exane BNP Paribas all recommend purchasing CTS shares. Analysts at Deutsche Bank, HSBC, JPMorgan and M.M. Warburg recommend holding CTS shares.

4

CTS shares

THE CTS SHARE PRICE (01.01.2014 – 21.05.2014, INDEXED) 130 % 125 % 120 % 115 % 110 % 105 % 100 % 95 % Jan 14 CTS

Feb 14

Mar 14

Apr 14

May 14

SDAX

Number of shares held by members of executive organs as at 31 March 2014:

Members of the Management Board: Klaus-Peter Schulenberg (Chief Executive Officer) Volker Bischoff Alexander Ruoff

Number of shares

Share

[Qty.]

[in %]

24,097,000 0 4,000

50.202 0.000 0.008

7,430 900 7,300

0.015 0.002 0.015

Members of the Supervisory Board: Edmund Hug (Chairman) Prof. Jobst W. Plog Dr. Bernd Kundrun

Change in company shares or financial derivatives relating to such shares on the part of Management Board and Supervisory Board members: Name Prof. Jobst W. Plog Edmund Hug

5

CTS shares

Position

Transaction

Date

Number of shares

Member of Supervisory Board Member of Supervisory Board

Sale Sale

27.01.2014 17.02.2014

900 2,000

3. INTERIM MANAGEMENT REPORT FOR THE GROUP

1.

EARNINGS PERFORMANCE, FINANCIAL POSITION AND CASH FLOW



EARNINGS PERFORMANCE

01.01.2014 - 31.03.2014

01.01.2013 - 31.03.2013 1

[EUR’000]

[EUR’000]

[EUR’000]

[in %]

150,392 50,132 32,054 25,723

121,070 45,225 28,566 22,984

29,322 4,907 3,488 2,739

24.2 10.9 12.2 11.9

299

172

127

74.5

Normalised EBITDA Amortisation from purchase price allocation

32,353 2,667

28,737 2,586

3,616 81

12.6 3.1

Normalised EBIT before amortisation from purchase price allocation

28,690

25,742

2,948

11.5

Financial result Earnings before tax (EBT) Taxes Non-controlling interest Net income after non-controlling interest

-993 24,731 -8,138 -1,724 14,869

-1,145 21,839 -6,731 -2,100 13,009

152 2,892 -1,407 376 1,860

-13.3 13.2 20.9 -17.9 14.3

Revenue Gross profit EBITDA EBIT Non-recurring items: Acquisition costs / workforce restructuring costs

1

6

Adjusted prior-year figures due to the final purchase price allocation of Arena Management GmbH

Interim Management Report for the Group

Change

REVENUE DEVELOPMENT The CTS Group generated revenue of EUR 150.392 million, after EUR 121.070 million the previous year (+24.2%). Of this revenue (before consolidation between segments), EUR 69.354 million was attributable to the Ticketing segment (previous year: EUR 62.269 million) and EUR 83.193 million was attributable to the Live Entertainment segment (previous year: EUR 60.333 million). The Ticketing segment generated revenue (before consolidation between segments) of EUR 69.354 million (previous year: EUR 62.269 million). The rise in online ticket sales and the expansion of the number of consolidated companies were key factors in the 11.4% increase in revenue. In the first quarter of 2014, 5.9 million tickets (previous year: 5.5 million) were sold through the Group’s internet portals, equating to a rise in internet ticket volume of 6.8%. The share of sales generated by foreign subsidiaries was 40.2% (previous year: 40.7%). The Live Entertainment segment expanded in the first quarter of 2014 by a greater margin than the Ticketing segment. Revenue in the first quarter climbed to EUR 83.193 million (previous year: EUR 60.333 million; +37.9%). The expansion of the number of consolidated companies in 2013 had a particularly positive impact on revenue in the reporting period.

GROSS PROFIT As at 31 March 2014, gross profit in the CTS Group increased by EUR 4.907 million to EUR 50.132 million. Due to a rise in the proportion of the Group’s gross profit attributable to the lower-margin Live Entertainment segment, the consolidated gross margin was negatively impacted and fell from 37.4% to 33.3%. In the Ticketing segment, the gross margin fell in the first quarter 2014 from 57.9% to 57.6%. This development was caused by the newly consolidated subsidiaries and their lower earnings contributions. In the Live Entertainment segment, the gross margin decreased from 15.3% to 12.2% as a result of the increase in the number of consolidated companies in 2013.

NON-RECURRING ITEMS Non-recurring items in the Ticketing segment caused a temporary drop of EUR 299 thousand (previous year: EUR 172 thousand) in CTS Group earnings in the period under review, due to implemented acquisitions.

7

Interim Management Report for the Group

NORMALISED EBITDA / EBITDA Normalised EBITDA in the CTS Group rose by EUR 3.616 million, or 12.6%, to EUR 32.353 million. At 21.5%, the normalised EBITDA margin was down on the previous year’s level of 23.7%. This development was caused by the newly consolidated subsidiaries and their lower earnings contributions. Foreign subsidiaries accounted for 21.5% of normalised EBITDA (previous year: 27.4%). EBITDA in the CTS Group increased by EUR 3.488 million, or 12.2%, to EUR 32.054 million (previous year: EUR 28.566 million). The EBITDA margin came to 21.3%, compared to 23.6% in the previous year. Normalised EBITDA in the Ticketing segment increased by EUR 2.629 million (+11.0%) to EUR 26.520 million (previous year: EUR 23.891 million). A further increase in the volume of tickets sold online was a contributing factor to the improvement in earnings. At 38.2%, the normalised EBITDA margin was slightly down on the previous year’s level of 38.4%. The high-margin earnings contributions from additional online ticket sales were offset by lower-margin earnings contributions from newly consolidated subsidiaries. Foreign subsidiaries accounted for 25.7% of normalised EBITDA in the current reporting period, down from 31.6% the previous year. In the Ticketing segment, EBITDA rose from EUR 23.720 million by 10.5% in the previous year to EUR 26.221 million. The EBITDA margin came to 37.8%, compared to 38.1% in the previous year. In the Live Entertainment segment, EBITDA increased from EUR 4.846 million by EUR 987 thousand to EUR 5.833 million. The EBITDA margin in the first quarter of 2014 decreased from 8.0% in the previous year to 7.0%, partly due to the increase in the number of consolidated companies.

NORMALISED EBIT BEFORE AMORTISATION FROM PURCHASE PRICE ALLOCATION / EBIT In the first quarter of 2014, normalised CTS Group EBIT before amortisation from purchase price allocation rose by EUR 2.948 million from EUR 25.742 million to EUR 28.690 million. The normalised EBIT margin before amortisation from purchase price allocation fell from 21.3% to 19.1%. At EUR 25.723 million, the CTS Group EBIT climbed significantly year on year by EUR 2.739 million (previous year: EUR 22.984 million). Total depreciation and amortisation within the Group increased to EUR 6.330 million (previous year: EUR 5.581 million) and included amortisation from purchase price allocation of EUR 2.667 million (previous year: EUR 2.586 million) resulting from companies acquired since the 2010 financial year. The EBIT margin was 17.1% (previous year: 19.0%). In the Ticketing segment, normalised EBIT before amortisation from purchase price allocation rose by 9.2% from EUR 21.426 million to EUR 23.407 million. The normalised EBIT margin before amortisation from purchase price allocation fell slightly year on year from 34.4% to 33.8%.

8

Interim Management Report for the Group

EBIT increased year on year by EUR 1.771 million from EUR 18.800 million to EUR 20.571 million (+9.4%). At 29.7%, the EBIT margin was slightly down on the previous year’s level of 30.2%. The Live Entertainment segment generated normalised EBIT before amortisation from purchase price allocation of EUR 5.283 million (previous year: EUR 4.316 million). EBIT increased from EUR 4.184 million in the previous year to EUR 5.152 million (+23.1%). The EBIT margin was 6.2% (previous year: 6.9%).

FINANCIAL RESULT The financial result of EUR -993 thousand (previous year: EUR -1.145 million) mainly encompasses financial income of EUR 464 thousand (previous year: EUR 574 thousand), financial expenses of EUR 1.863 million (previous year: EUR 1.838 million) and results from investments in associates accounted for at equity of EUR 406 thousand (previous year: EUR 118 thousand). The change in the financial result was mainly due to an increase in positive results from investments in associates accounted for at equity. This was offset by higher financing expenses and lower financing income.

EARNINGS BEFORE TAX (EBT) AND NON-CONTROLLING INTEREST As at 31 March 2014, earnings before tax (EBT) increased from EUR 21.839 million the previous year to EUR 24.731 million. After the deduction of tax expenses and non-controlling interest, net income after non-controlling interest amounted to EUR 14.869 million (previous year: EUR 13.009 million). Earnings per share (EPS) amounted to EUR 0.31 in the first quarter of 2014 (previous year: EUR 0.27).

PERSONNEL On average, CTS Group companies employed 1,943 employees in the consolidation period, including 289 temporary employees (previous year: 1,664 employees including 263 temporary employees), 1,459 of which in the Ticketing segment (previous year: 1,203 employees) and 484 of which in the Live Entertainment segment (previous year: 461 employees). The number of employees in both segments mainly increased as a result of the expansion of the number of consolidated companies. Personnel expenses increased to EUR 21.400 million (previous year: EUR 19.351 million; +10.6%). The Ticketing segment rose by EUR 1.677 million in personnel expenses, while in the Live Entertainment segment the increase was EUR 372 thousand. Alongside the expansion of the number of consolidated companies, progress in the internationalisation of the Ticketing segment as well as further technical innovations also contributed to a rise in personnel expenses.

9

Interim Management Report for the Group

FINANCIAL POSITION On the ASSETS SIDE, the items that recorded the greatest increases were payments on account (EUR +7.805 million), other current assets (EUR +25.439 million), intangible assets (EUR +17.950 million), goodwill (EUR +2.882 million) and deferred tax assets (EUR +5.805 million). These increases were offset by a decline in cash and cash equivalents (EUR -1.378 million) and receivables from income tax (EUR -2.468 million). Group cash and cash equivalents reduced by EUR 1.378 million to EUR 374.358 million (31 December 2013: EUR 375.736 million). The seasonal reduction in cash and cash equivalents in the Ticketing segment from ticket monies not yet invoiced was partially offset by cash and cash equivalents from tickets monies of newly consolidated companies. Payments for acquisitions led to a cash outflow, whereas proceeds from borrowing financing loans for the acquisition of new companies increased the volume of cash and cash equivalents in the Ticketing segment. Cash and cash equivalents include ticket monies from presales for events in subsequent quarters (ticket monies not yet invoiced in the Ticketing segment), which are reported under other liabilities (EUR 163.704 million; 31 December 2013: EUR 161.498 million); furthermore, other assets include receivables from ticket monies from presales in the Ticketing segment (EUR 51.261 million; 31 December 2013: EUR 34.239 million). The rise in receivables and liabilities from ticket monies was mainly the result of the expansion of the number of consolidated companies. The increase in payments on account (EUR +7.805 million) concerns events in subsequent quarters in the Live Entertainment segment. Receivables from income tax (EUR -2.468 million) declined mainly as a result of lower receivables from capital gains tax. The rise in other current assets (EUR +25.439 million) was mainly the result of an increase in receivables from ticket monies from presales in the Ticketing segment, partly due to the expansion of the number of consolidated companies. The increase in intangible assets of EUR 17.950 million was mainly the result of the provisional purchase price allocation of the recognised assets (trademark, ticketing distribution rights/customer base) of acquired companies and increased software development services relating to ticket distribution software. The change in goodwill of EUR +2.882 million was mainly due to the provisional purchase price allocation of the companies acquired in the first quarter of 2014 in the Ticketing segment. Deferred tax assets primarily rose in the Ticketing segment (EUR +5.805 million) due to the provisional purchase price allocation of the companies acquired in the first quarter of 2014. On the SHAREHOLDERS’ EQUITY AND LIABILITIES SIDE, short-term financial liabilities (EUR +16.309 million), advanced payments received (EUR +21.412 million), deferred tax liabilities (EUR +4.974 million) and shareholders’ equity (EUR +16.228 million) all increased. These were offset by a decline in trade payables (EUR -4.034 million) and other liabilities (EUR -1.618 million).

10

Interim Management Report for the Group

Short-term financial liabilities rose by EUR 16.309 million. In the reporting period, the use of syndicated credit lines to finance the acquisition of the Stage Entertainment companies resulted in an increase in financial liabilities. Trade payables decreased by EUR 4.034 million within the scope of operating activities; the majority of this decline was attributable to the Ticketing segment. Advance payments received (EUR +21.412 million) rose largely in the Live Entertainment segment as a result of ticket monies received for presales for festivals, tours and other events that are set to take place from the second quarter of 2014 onwards. Advance payments received in the Live Entertainment segment are transferred to revenue when the respective events have taken place. The decline in other current liabilities (EUR -1.618 million) is mainly due to a fall in income tax liabilities of EUR 2.909 million and a EUR 1.268 million reduction in liabilities from artist taxes. This was offset by increased liabilities from ticket monies not yet invoiced in the Ticketing segment of EUR 2.206 million, which was primarily due to the expansion of the number of consolidated companies. Usually, liabilities from ticket monies not yet invoiced tend to rise towards the end of the year due to the seasonally strong fourth quarter, and these liabilities are then reduced over the course of the subsequent year as a result of invoicing and the events taking place themselves. Shareholders’ equity rose by EUR 16.228 million to EUR 269.430 million, mainly as a result of the positive net income after non-controlling interest in the reporting period of EUR 14.869 million and a rise in non-controlling interest of EUR 1.368 million which were largely attributable to minority interests in the operating result in the Live Entertainment segment. At 28.8%, the equity ratio (shareholders’ equity divided by the balance sheet total) is at roughly the same level as the previous year (28.9%).

CASH FLOW The amount of cash and cash equivalents shown in the cash flow statement corresponds to the cash and cash equivalents stated in the balance sheet. Compared to the closing date of 31 December 2013, the volume of cash and cash equivalents decreased by EUR -1.378 million to EUR 374.358 million. Cash flow from operating activities fell year on year by EUR -20.030 million from EUR 18.817 million to EUR -1.213 million. The year-on-year decline in cash flow from operating activities was mainly the result of the change in receivables and other assets (EUR -21.852 million) in the Live Entertainment segment and liabilities (EUR -351 thousand). This was offset by positive cash flows from the increase in net income after non-controlling interest (EUR +1.860 million). The negative cash flow effect from the development of receivables and other assets (EUR -21.852 million) is mainly due to the fact that, in contrast to the previous year, trade receivables and receivables from ticket monies were built up in the course of operating activities. The negative cash flow effect from the change in liabilities (EUR -351 thousand) was largely the result of lower accumulation of advance payments received in the Live Entertainment segment. This was offset by the lower reduction of liabilities from ticket monies not yet invoiced in the Ticketing segment.

11

Interim Management Report for the Group

As at 31 December, owing to the seasonally very high level of ticket presales in the fourth quarter, there is usually a large amount of liabilities in respect of ticket monies not yet invoiced in the Ticketing segment, which leads to cash outflows of ticket monies to promoters over the course of the following year due to many events being held and invoiced. The negative cash flow from investing activities increased year on year by EUR -13.884 million to EUR -16.312 million. The rise in cash outflows was largely due to increased investments in intangible assets and payments relating to the transfer of shares in the acquired companies. The positive cash flow from financing activities increased year on year by EUR 25.951 million to EUR 15.915 million. The change in cash flow from financing activities resulted essentially due to the financial loans borrowed to finance acquisitions in the first quarter of 2014 (EUR 20.000 million), lower redemption of financing loans (EUR 3.581 million) and lower payments for the acquisition of additional shares in consolidated subsidiaries (EUR 2.070 million). With its current funds, the CTS Group is able to meet its financial commitments and to finance its planned investments and ongoing operations from its own funds.

2.

EVENTS AFTER THE BALANCE SHEET DATE The Organising Committee of the 2017 IIHF Ice Hockey World Championship in Germany and France has opted CTS AG as its official ticketing partner. CTS EVENTIM will organise all ticketing services for the summit meeting of the 16 best ice hockey nations in the world, which is set to take place in Paris and Cologne in 2017. The World championship will be staged at the Lanxess Arena (capacity 18,500) and the Palais Omnisports Bercy (capacity 15,000). With 64 matches planned for the period between 5 May and 21 May 2017, the gross capacity for the tournament will be around 1 million spectator seats. The presale is planned for autumn 2015. At the Annual Shareholders’ Meeting of the company held on 8 May 2014 in Hamburg, the following resolutions were passed: Of the balance sheet profit for the 2013 financial year of CTS AG of EUR 136.756 million, EUR 30.717 million was distributed as a dividend of EUR 0.64 per eligible share and EUR 48.000 million was allocated to earnings reserve. The remainder of EUR 58.039 million shall be carried forward to the new account. The Annual Shareholders’ Meeting approved the actions of the members of the Supervisory Board and the Management Board in the 2013 financial year. PricewaterhouseCoopers Wirtschaftsprüfungsgesellschaft AG, Osnabrück, Germany was appointed as the company auditor and the auditor of the consolidated financial statements for the 2014 financial year. Both the share capital increase from company funds of EUR 48.000 million and the corresponding amendment to the articles of association were approved. The change in company form from CTS AG to CTS EVENTIM AG & Co. KGaA with the admission of EVENTIM Management AG, Munich, and the raising of the prior subscribed capital and the creation of new subscribed capital was also approved.

12

Interim Management Report for the Group

The conclusion of an amendment to the control and profit or loss transfer agreement between CTS AG and CTS Eventim Solutions GmbH, Bremen, dated 8 October 2002 was approved. The conclusion of an amendment to the control and profit or loss transfer agreement between CTS AG and Ticket Online Sales & Service Center GmbH, Parchim, dated 15 December 2005 was approved. The content of the resolutions corresponds in full to the wording of the official proposals included on the invitation to the Annual Shareholders’ Meeting 2014 which is available on the company’s website as convenience translation. The majority required to pass each resolution was achieved in accordance with the law and the articles of association. Beyond that, no events requiring disclosure took place after the closing date.

3.

CORPORATE GOVERNANCE DECLARATION The executive bodies of CTS AG are guided in their actions by the principles of responsible and good corporate governance. The Management Board submits a report on corporate governance in a declaration of compliance, in accordance with § 289a (1) HGB. The current and all previous declarations of compliance are permanently available on the internet at www.eventim.de.

4.

REPORT ON EXPECTED FUTURE DEVELOPMENT The rate of inflation in the eurozone remains exceptionally low. The European Union forecasts that inflation will remain extremely moderate at 0.8% this year and 1.2% in 2015. Numerous bank analysts currently believe that the European Central Bank will be forced to reduce benchmark rates even further. In its spring guidance, the European Commission forecast growth of 1.2% in 2014 and 1.7% in 2015. Last year saw an economic recovery both globally and in Germany. The Cologne Institute for Economic Research anticipates economic growth in Germany of 1.75% in 2014 and 2.0% in 2015. It also predicts that unemployment will fall by 130,000 people on average over the year to some 2.8 million. These macroeconomic factors are likely to have a positive impact on consumer sentiment. The successful business performance in the 2013 financial year and the first quarter of 2014 is set to continue through to the end of the year. Positive results reinforce our expansion and acquisition strategy. With attractive services such as the FanTicket, print-at-home and EVENTIM apps, we are well positioned in this market. Many users already used EVENTIM apps during the reporting period. The mobile internet trend was recognised at an early stage and the right solutions were offered. This is reflected in the positive sales figures. Last year, over 100 million tickets were sold via CTS systems. Customers are familiar with and value our excellent service and our reliability. The ticket distribution via the internet, has developed outstandingly well just as we planned. The global trend towards online information and shopping is inexorable and, with the increasing use of mobile devices, is only set to continue. The number of tickets sold online increased from 2.3 million in 2004 to 23.8 million in 2013; and the figures continue to rise. In internet sales, value added is six times higher than in box office sales. The CTS Group is firmly established as a leading technology provider in this area.

13

Interim Management Report for the Group

We consider ourselves to be on extremely solid footing both in the Ticketing market and in the Live Entertainment segment. We successfully took over and restored the world-renowned Apollo Theatre in the London district of Hammersmith in conjunction with the Anschutz Entertainment Group, before re-opening it to widespread acclaim in September 2013. Now the Apollo Theatre has well and truly returned to its former glories: Our guests are just as excited about the art deco venue as the artists. The Waldbühne in Berlin, Europe’s most spectacular open-air arena, wrapped up last year’s summer season with a new visitor record. What’s more, the Lanxess Arena in Cologne, with room for 20,000 people, has been one of the most visited event locations in the world for the past 15 years and remains Germany’s number one venue. The Waldbühne, the Eventim Apollo and the Lanxess Arena are subject to long-term leasing agreements, offering us a secure basis for our business moving forward. We are market leaders in both Germany and Europe in both of our segments and are looking to harness further growth. We have successfully formed and integrated a number of foreign subsidiaries over the last few years and have established international cooperation agreements and partnerships. We now operate in over 20 countries in Europe – from London to Moscow, from Rome to Helsinki. We will continue to reinforce and expand our market position going forward. The CTS Group considers itself in an outstanding position to achieve these targets. In the reporting period, there were no material deviations from the statements concerning the forecast development of the CTS Group in the report on expected future development in the 2013 Annual Report.

5.

RISKS AND OPPORTUNITIES Against the backdrop of the existing risk management system, risk exposure is limited and manageable in the CTS Group. No risks are evident that could endanger the continuation of the group as a going concern. The statements in the opportunity and risk report in the 2013 Annual Report remain valid.

6.

RELATED PARTY DISCLOSURES For disclosures on material transactions with related parties, please see the selected notes to the consolidated financial statements in Note 9.

Bremen, 28 May 2014 CTS EVENTIM Aktiengesellschaft The Management Board

14

Interim Management Report for the Group

4.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2014 CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2014 (IFRS)

31.03.2014

31.12.2013

[EUR]

[EUR]

Current assets Cash and cash equivalents Trade receivables Receivables from affiliated and associated companies accounted for at equity Inventories Payments on account Receivables from income tax Other assets Total current assets

374,357,794 26,902,529 1,699,761 2,105,141 21,257,859 5,123,402 76,695,882 508,142,368

375,735,787 26,304,814 1,832,956 2,123,469 13,452,439 7,591,067 51,256,972 478,297,504

Non-current assets Property, plant and equipment Intangible assets Investments Investments in associates accounted for at equity Loans Trade receivables Receivables from affiliated and associated companies accounted for at equity Other assets Goodwill Deferred tax assets Total non-current assets

15,187,974 115,483,590 2,744,377 15,830,948 244,962 27,215 4,330,459 3,705,699 260,262,482 9,241,919 427,059,625

13,375,462 97,533,383 2,737,245 15,510,447 159,712 33,511 4,699,230 3,710,970 257,380,478 3,436,649 398,577,087

Total assets

935,201,993

876,874,591

ASSETS

15

Interim Consolidated Financial Statements | Consolidated Balance Sheet (IFRS)

31.03.2014

31.12.2013

[EUR]

[EUR]

Current liabilities Short-term financial liabilities Trade payables Payables to affiliated and associated companies accounted for at equity Advance payments received Other provisions Tax provisions Other liabilities Total current liabilities

51,042,962 53,958,844 607,384 139,621,266 2,458,439 25,322,883 206,436,970 479,448,748

34,734,248 57,992,796 113,107 118,208,998 2,227,949 21,697,085 208,054,992 443,029,175

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

161,562,636 260,868 5,199,905 19,299,416 186,322,825

161,357,275 167,978 4,792,013 14,325,843 180,643,109

Shareholders' equity Share capital Capital reserve Statutory reserve Retained earnings Treasury stock Non-controlling interest Other comprehensive income Currency differences Total shareholders' equity

48,000,000 1,890,047 2,400,000 197,342,741 -52,070 18,675,113 -576,871 1,751,460 269,430,420

48,000,000 1,890,047 2,400,000 182,474,103 -52,070 17,306,982 -441,816 1,625,061 253,202,307

Total shareholders' equity and liabilities

935,201,993

876,874,591

SHAREHOLDERS’ EQUITY AND LIABILITIES

16

Interim Consolidated Financial Statements | Consolidated Balance Sheet (IFRS)

CONSOLIDATED INCOME STATEMENT FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH 2014 (IFRS)

01.01.2014 - 31.03.2014

01.01.2013 - 31.03.2013 1

Change

[EUR]

[EUR]

[EUR]

150,391,561 -100,259,720 50,131,841

121,070,368 -75,845,411 45,224,957

29,321,193 -24,414,309 4,906,884

-14,879,478 -9,736,312 4,101,861 -3,894,619 25,723,293

-13,346,441 -8,794,989 3,469,681 -3,568,990 22,984,218

-1,533,037 -941,323 632,180 -325,629 2,739,075

Income / expenses from participations Income / expenses from investments in associates accounted for at equity Financial income Financial expenses Earnings before tax (EBT)

0 406,444 463,948 -1,863,017 24,730,668

500 118,339 573,698 -1,837,577 21,839,178

-500 288,105 -109,750 -25,440 2,891,490

Taxes Net income before non-controlling interest

-8,137,704 16,592,964

-6,730,530 15,108,648

-1,407,174 1,484,316

Non-controlling interest Net income after non-controlling interest

-1,724,326 14,868,638

-2,100,052 13,008,596

375,726 1,860,042

0.31 48 million

0.27 48 million

Revenue Cost of sales Gross profit Selling expenses General administrative expenses Other operating income Other operating expenses Operating profit (EBIT)

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

1

17

Adjusted prior-year figures due to the final purchase price allocation of Arena Management GmbH

Interim Consolidated Financial Statements | Consolidated Income Statement (IFRS)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH 2014 (IFRS)

01.01.2014 - 31.03.2014

01.01.2013 - 31.03.2013 1

Change

[EUR]

[EUR]

[EUR]

16,592,964

15,108,648

1,484,316

-259,209 -259,209 160,644 19,746 -3,244

159,487 159,487 -24,124 -1,327 -3,936

-418,696 -418,696 184,768 21,073 692

Other results Total comprehensive income

177,146 -82,063 16,510,901

-29,387 130,100 15,238,748

206,533 -212,163 1,272,153

Total comprehensive income attributable to Shareholders of CTS AG Non-controlling interest

14,859,982 1,650,919

13,130,118 2,108,630

Net income before non-controlling interest Remeasurement of the net defined benefit obligation for pension plans Items that will not be reclassified to profit or loss Exchange differences on translating foreign subsidiaries Available-for-sale financial assets Cash flow hedges Items that will be reclassified subsequently to profit or loss when specific conditions are met

1

18

Adjusted prior-year figures due to the final purchase price allocation of Arena Management GmbH

Interim Consolidated Financial Statements | Consolidated Statement of Comprehensive Income (IFRS)

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD FROM 1 JANUARY TO 31 MARCH 2014 (IFRS) (SHORT FORM)

01.01.2014 - 31.03.2014

01.01.2013 - 31.03.2013 1

Change

[EUR]

[EUR]

[EUR]

Net income after non-controlling interest Non-controlling interest Depreciation and amortisation on fixed assets Changes in pension provisions Deferred tax expenses / income Cash flow Other non-cash transactions Book profit / loss from disposal of fixed assets Interest expenses / Interest income Income tax expenses Interest received Interest paid Income tax paid Increase (-) / decrease (+) in inventories Increase (-) / decrease (+) in payments on account Increase (-) / decrease (+) in receivables and other assets Increase (+) / decrease (-) in provisions Increase (+) / decrease (-) in liabilities Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net increase / decrease in cash and cash equivalents

14,868,638 1,724,326 6,330,211 407,892 -69,739 23,261,328 -1,166,461 4,151 1,169,492 8,207,442 561,380 -1,494,160 -2,049,716 148,312 -7,787,748 -12,188,094 -15,253 -9,863,793 -1,213,120 -16,312,105 15,914,703 -1,610,522

13,008,596 2,100,052 5,581,388 39,042 -295,007 20,434,071 230,229 -5,067 1,020,170 7,025,536 371,445 -1,167,421 -1,117,866 17,238 -7,401,418 9,663,467 -739,993 -9,513,026 18,817,365 -2,427,871 -10,036,453 6,353,041

1,860,042 -375,726 748,823 368,850 225,268 2,827,257 -1,396,690 9,218 149,322 1,181,906 189,935 -326,739 -931,850 131,074 -386,330 -21,851,561 724,740 -350,767 -20,030,485 -13,884,234 25,951,156 -7,963,563

Net increase / decrease in cash and cash equivalents due to currency translation Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period

232,529 375,735,787 374,357,794

-247,485 319,514,233 325,619,789

480,014 56,221,554 48,738,005

Composition of cash and cash equivalents Cash and cash equivalents Cash and cash equivalents at end of period

374,357,794 374,357,794

325,619,789 325,619,789

48,738,005 48,738,005

1

19

Adjusted prior-year figures due to the final purchase price allocation of Arena Management GmbH

Interim Consolidated Financial Statements | Consolidated Cash Flow Statement (IFRS)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (IFRS)

Share capital

[EUR] Status 01.01.2013

Statutory reserve

[EUR]

[EUR]

1,890,047 2,400,000

Retained earnings

[EUR]

Treasury stock

Non-controlling interest

Other comprehensive income

Currency differences

Total shareholders' equity

[EUR]

[EUR]

[EUR]

[EUR]

[EUR]

148,790,918

-52,070

14,600,832

-589,750

0

0

-594,771

0

0

-594,771

0

2,100,052

0

0

15,108,648 1

1,468,083 216,508,060

Dividends to non-controlling interest

0

0

0

Net income before non-controlling interest

0

0

0

Available-for-sale financial assets Cash flow hedges

0 0

0 0

0 0

0 0

0 0

0 0

-1,327 -3,936

0 0

-1,327 -3,936

0

0

0

0

0

-71,165

0

47,041

-24,124

159,487 231,152,037

13,008,596 1

Foreign exchange differences Remeasurement of the net defined benefit obligation for pension plans 31.03.2013

0 48,000,000

0 0 1,890,047 2,400,000

0 161,799,514

0 -52,070

79,743 16,114,691

79,744 -515,269

0 1,515,124

Status 01.01.2014

48,000,000

1,890,047 2,400,000

182,474,103

-52,070

17,306,982

-441,816

1,625,061 253,202,307

Dividends to non-controlling interest

0

0

0

0

0

-282,788

0

0

-282,788

Net income before non-controlling interest

0

0

0

14,868,638

0

1,724,326

0

0

16,592,964

Available-for-sale financial assets Cash flow hedges

0 0

0 0

0 0

0 0

0 0

0 0

19,746 -3,244

0 0

19,746 -3,244

0

0

0

0

0

34,245

0

126,399

160,644

0 0 1,890,047 2,400,000

0 197,342,741

0 -52,070

-107,652 18,675,113

-151,557 -576,871

Foreign exchange differences Remeasurement of the net defined benefit obligation for pension plans 31.03.2014

1

20

48,000,000

Capital reserve

0 48,000,000

Adjusted prior-year figures due to the final purchase price allocation of Arena Management GmbH

Interim Consolidated Financial Statements | Consolidated Statement of Changes in Shareholders’ Equity (IFRS)

0 -259,209 1,751,460 269,430,420

SELECTED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.

PRELIMINARY STATEMENTS CTS EVENTIM AG (hereinafter: CTS AG) is a listed corporate enterprise, which has its registered office in Munich; the head office is located in Bremen. This Group interim report of CTS AG and its subsidiaries for the first three months of the 2014 financial year were approved for publication by resolution of the Management Board on 28 May 2014.

2.

REPORTING PRINCIPLES This present and unaudited Group interim report as at 31 March 2014 was prepared in accordance with the International Financial Reporting Standards (IFRS) for interim financial reporting, in the form applicable within the European Union (IAS 34 “Interim Financial Reporting”), and in accordance with the applicable regulations of the Securities Trading Act (Wertpapierhandelsgesetz – WpHG). In accordance with the regulations of IAS 34, the company elected to provide condensed information in its Group interim report compared with the consolidated financial statements as at 31 December 2013. The Group interim report should be read in conjunction with the consolidated financial statements as at 31 December 2013. The Group interim report contains all the information required for a true and fair view of the financial position, cash flow and earnings performance. Consolidated financial statements reflecting applicable German Commercial Code (Handelsgesetzbuch – HGB) principles were not prepared. The comparative figures in the income statement relate to the Group interim report as at 31 March 2013 and those in the balance sheet relate to the consolidated financial statements as at 31 December 2013. All amounts in the Group interim report have been rounded according to commercial conventions; this may lead to minor discrepancies through the addition of these amounts.

21

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

3.

NOTES CONCERNING ACCOUNTING PRINCIPLES AND METHODS

ACCOUNTING PRINCIPLES AND METHODS The accounting policies and consolidation methods are the same as those applied in the consolidated financial statements as at 31 December 2013. In accordance with IAS 32, contracts which obligate a company to purchase its own equity instruments are recognised as financial liabilities carried at the present value of the purchase price. This principle also applies when the obligation to purchase such instruments is conditional on the contractual partner exercising an option, and is independent of the probability of such option being exercised. In compliance with changes in international accounting practice, this principle is also applicable to the forward purchase of non-controlling shares and to put options granted to non-controlling interests in the CTS Group. In order to calculate the potential purchase price obligations, it was necessary to reclassify these non-controlling shares as liabilities instead of equity. In addition, goodwill is capitalised to the amount of difference between the present value of the liabilities and the carrying amount of the non-controlling shares, provided that the purchase price obligations resulting from put options are for a contractually agreed exercise price and all opportunities and risks deriving from the put option are kept within the CTS Group. The change in the present value of purchase price obligations in respect of put options is recorded in the financial result. The CTS Group has applied all relevant accounting standards adopted by the EU and effective for periods beginning on or after 1 January 2014. Standards IFRS 10, IFRS 11 and IFRS 12 and the adjustments to IAS 28 have come into force since 1 January 2014. IFRS 10 now governs the determination of the companies to be included in consolidation and the subsidiaries to be included in the consolidated financial statements. The conversion from IAS 27 to IFRS 10 did not require the CTS Group to make any adjustments. Consequently, no companies needed to be newly consolidated or deconsolidated. One subsidiary, where the parent-subsidiary relationship does not result in the parent company holding a majority of the voting rights, continues to be fully consolidated on account of the rights of influence granted to the CTS Group. IFRS 11 governs the definition and the treatment of joint arrangements in consolidated financial statements. As existing joint ventures are to be classed as joint ventures, the application of IFRS 11 had no impact on the Group’s consolidated financial statements. IFRS 12 includes all disclosures of interests in subsidiaries, joint arrangements, associated companies as well as consolidated and unconsolidated structured entities. The provisions of IFRS 12 do not result in any additional disclosure requirements for the interim reports. Since 1 January 2014, joint ventures and associated companies are only permitted to apply the equity method pursuant to IAS 28. These companies are no longer permitted to use the proportionate method of consolidation. As the CTS Group did not previously apply the proportionate method of consolidation, the elimination of this option does not require any adjustments. The other accounting standards applicable for the first time in the 2014 financial year have no significant impact on the financial position, cash flow and earnings performance of the CTS Group.

22

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

DERIVATIVE FINANCIAL INSTRUMENTS The CTS Group uses derivative financial instruments such as forward foreign exchange transactions to hedge its exposure to foreign exchange risks. Foreign exchange risks are hedged to the extent in which they influence the cash flow of the Group; these risks result mainly from operating activities. In the reporting period, the CTS Group hedged current foreign exchange payments based on predefined minimum hedge ratios. At company level specific future transactions, that have a very high probability to occur, are hedged against currency translation risks. Within the CTS Group, a 12-month budget plan is applied, on which basis maturity-congruent forward foreign exchange hedges are concluded. These cash flow hedges are continuously accounted for in accordance with IAS 39. The effective portion of the gains or losses from cash flow hedges are recognised in shareholders’ equity and are transferred to the income statement as soon as the hedge payments affect the income statement. The ineffective portion of the hedging transaction is immediately recognised in the income statement. The interest rate swaps prevailing as at 31 December 2013 were terminated in the first quarter of 2014.

23

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

4.

BUSINESS COMBINATIONS AND JOINT VENTURES In addition to CTS AG as the parent company, the consolidated financial statements also include all relevant subsidiaries.

4.1 4.1.1

BUSINESS COMBINATIONS IN THE TICKETING SEGMENT CHANGES IN THE SCOPE OF CONSOLIDATION The following changes occurred in the scope of consolidation in the reporting period and/or in relation to 31 March 2013 closing date: Ticket Online Software GmbH, Hamburg, was merged with See Tickets Germany GmbH, Hamburg, in a merger agreement concluded on 15 March 2013. The merger took effect on 22 May 2013, when the relevant entry was made in the commercial register for See Tickets Germany GmbH, Hamburg. See Tickets Germany GmbH, Hamburg, was merged with CTS AG in a merger agreement concluded on 15 March 2013 and by resolution of the Shareholders’ Meeting on 8 May 2013. The merger obtained legal effect on 28 June 2013, when the relevant entry was made in the commercial register for CTS AG. Eventim Online Holding GmbH, Bremen, was merged with CTS AG in a merger agreement concluded on 15 March 2013 and by resolution of the Shareholders’ Meeting on 8 May 2013. The merger obtained legal effect on 30 July 2013, when the relevant entry was made in the commercial register for CTS AG. In an agreement concluded on 15 July 2013 the company name was changed from 61. Lydia Vermögensverwaltungsgesellschaft mbH, Bremen, to Ticket Online Consulting GmbH, Bremen. The changes took effect on 2 August 2013 when the entry in the commercial register was made. TicketOne S.p.A. (hereinafter: TicketOne), a fully consolidated CTS Group subsidiary, headquartered in Milan, acquired 60% of the shares in CREA Informatica S.r.l., Milan (hereinafter: CREA) in an agreement dated 15 October 2013. In an agreement concluded on 6 March 2014, CTS AG acquired 100% of the shares in three Stage Entertainment Group ticketing companies. These include See Tickets Nederland B.V., based in Amsterdam, Entradas See Tickets S.A., which is based in Madrid, and Top Ticket France S.A.S., based in Paris. At the same time, CTS AG also takes over the ticket sales for Stage Entertainment in Russia. The total purchase price was around EUR 25 million. In accordance with IFRS 3, the ancillary expenses of EUR 299 thousand were reported as other operating expenses in the first quarter of 2014.

24

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

4.2 4.2.1

BUSINESS COMBINATIONS AND JOINT VENTURES IN THE LIVE ENTERTAINMENT SEGMENT CHANGES IN THE SCOPE OF CONSOLIDATION The following changes occurred in the scope of consolidation in the reporting period and/or in relation to 31 March 2013 closing date: Medusa Music Group GmbH, Bremen (hereinafter: Medusa), acquired 100% of the shares in CTS Eventim Schweiz AG, Rümlang (former: CTS Eventim Schweiz AG, Basel; hereinafter: CTS Eventim Schweiz) from CTS AG. As an acquisition holding, the latter took over 80% of the shares in ABC Production AG, Opfikon, Switzerland (hereinafter: ABC Production), on 24 June 2013. In a contract dated 7 August 2013, Semmelconcerts Veranstaltungsservice GmbH, Bayreuth, acquired 100% of the shares in the shelf company NM Gesellschaft für Neues Marketing mbH, Bayreuth. The change of the company name to Arena Berlin Betriebs GmbH, Berlin, the relocation of the headquarters from Bayreuth to Berlin as well as the modification of the company’s purpose took effect on 11 September 2013 when the changes were entered in the commercial register. The company has entered into a lease agreement for the venue Arena Berlin in early October 2013 and will operate the venue from now on. CTS Eventim Schweiz formed the promoter companies 360Grad Show Production AG and You Are Special – Events AG both based in Opfikon, Switzerland, in September 2013. CTS Eventim Schweiz holds 80% of the shares in each company. The formation obtained legal effect on 5 and 6 November 2013 respectively, when the relevant entry was made in the commercial register.

4.3

PURCHASE PRICE ALLOCATION

PROVISIONAL PURCHASE PRICE ALLOCATIONS FOR ABC PRODUCTION AND CREA As at 31 March 2014, the purchase price allocations for ABC Production and CREA were still provisional because investigations regarding the intangible assets and the final assessment of legal aspects are still pending.

25

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

PROVISIONAL PURCHASE PRICE ALLOCATION OF SEE TICKETS NEDERLAND B.V. See Tickets Nederland B.V., Amsterdam (hereinafter: See Tickets Nederland) sells, in addition to tickets for Stage Entertainment Musicals, admission tickets for many concerts, sports and other events in the Netherlands. Since its initial consolidation at the beginning of March 2014, See Tickets Nederland has generated revenue of EUR 680 thousand and earnings of EUR 13 thousand. Cash equivalents of EUR 3.301 million were taken over in the course of the acquisition of this company. Based on the provisional purchase price allocation, the following table shows the fair values at the time of initial consolidation of See Tickets Nederland: Fair value at the time of initial consolidation - provisional purchase price allocation [EUR’000] Cash and cash equivalents Inventories Trade receivables Other assets Accrued expenses Total current assets

3,301 46 130 6,385 623 10,485

Property, plant and equipment Intangible assets Deferred tax assets Total non-current assets

665 12,341 1,832 14,838

Trade payables Other liabilities Total current liabilities

2,773 8,523 11,296

Deferred tax liabilities Total non-current liabilities Total net assets

26

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

2,933 2,933 11,094

Assets and liabilities were recognised at fair value in the provisional purchase price allocation. At the time of initial consolidation, intangible assets (ticket distribution rights and customer base) were recognised at a fair value of EUR 12.341 million. Deferred tax liabilities of EUR 2.933 million were formed on the temporary difference arising from the remeasurement of intangible assets. As at 31 March 2014, the purchase price allocation is still provisional because investigations regarding the intangible assets and the assessment of legal aspects are still pending. The fair value of the assets and liabilities will be conclusively determined within the first twelve months after the acquisition. The present value of trade receivables amounted to EUR 130 thousand; there were no allowances for bad debts. The following table shows the reconciliation of consideration transferred as at initial consolidation:

[EUR’000] Consideration transferred

13,580

Cash and cash equivalents Inventories Trade receivables Other assets Accrued expenses Property, plant and equipment Intangible assets Deferred tax assets Trade payables Other liabilities Deferred tax liabilities Total net assets / shareholders' equity

3,301 46 130 6,385 623 665 12,341 1,832 -2,773 -8,523 -2,933 11,094

Goodwill

2,486

The difference of EUR 2.486 million between the paid purchase price (EUR 13.580 million) and the share in net assets was allocated to goodwill and mainly reflects future synergy and growth potentials. If See Tickets Nederland had been acquired at the beginning of the year 2014, the company would have contributed EUR 2.178 million to revenue and EUR 178 thousand to earnings in the Ticketing segment.

27

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

PROVISIONAL PURCHASE PRICE ALLOCATION OF ENTRADAS SEE TICKETS S.A. Entradas See Tickets S.A., Madrid (hereinafter: Entradas See Tickets) sells, in addition to tickets for Stage Entertainment Musicals, admission tickets for many concerts, sports and other events in Spain. Since its initial consolidation at the beginning of March 2014, Entradas See Tickets has generated revenue of EUR 686 thousand and earnings of EUR 55 thousand. Cash equivalents of EUR 4.040 million were taken over in the course of the acquisition of this company. Based on the provisional purchase price allocation, the following table shows the fair values at the time of initial consolidation of Entradas See Tickets: Fair value at the time of initial consolidation - provisional purchase price allocation [EUR’000] Cash and cash equivalents Inventories Trade receivables Receivables from affiliated companies Other assets Accrued expenses Total current assets

28

4,040 83 1,094 3 158 107 5,485

Property, plant and equipment Intangible assets Investments Deferred tax assets Total non-current assets

596 6,782 32 4,096 11,506

Trade payables Payables to affiliated companies Other liabilities Deferred income Other provisions Total current liabilities

847 3,837 4,995 248 125 10,052

Deferred tax liabilities Total non-current liabilities

1,568 1,568

Total net assets

5,371

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

Assets and liabilities were recognised at fair value in the provisional purchase price allocation. At the time of initial consolidation, intangible assets (ticket distribution rights, customer base, software and trademarks) were recognised at a fair value of EUR 5.216 million. Deferred tax liabilities of EUR 1.565 million were formed on the temporary difference arising from the remeasurement of intangible assets. As at 31 March 2014, the purchase price allocation is still provisional because investigations regarding the intangible assets and the assessment of legal aspects are still pending. The fair value of the assets and liabilities will be conclusively determined within the first twelve months after the acquisition. The present value of trade receivables, at EUR 1.094 million, derives from a gross carrying value of receivables, at EUR 1.153 million, and allowances for bad debts amounting to EUR 59 thousand. The following table shows the reconciliation of consideration transferred as at initial consolidation:

[EUR’000] Consideration transferred

Cash and cash equivalents Inventories Trade receivables Receivables from affiliated companies Other assets Accrued expenses Property, plant and equipment Intangible assets Investments Deferred tax assets Trade payables Payables to affiliated companies Other liabilities Deferred income Other provisions Deferred tax liabilities Total net assets / shareholders' equity Bargain purchase

29

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

4,530

4,040 83 1,094 3 158 107 596 6,782 32 4,096 -847 -3,837 -4,995 -248 -125 -1,568 5,371 -841

The remeasurement of the acquired assets and liabilities resulted in a gain from a bargain purchase (difference between net assets and purchase cost) following initial consolidation; pursuant to IFRS 3, this resulted in other operating income of EUR 841 thousand. The favourable purchase price coupled with the earnings prospects associated with the acquired company resulted in a gain from a bargain purchase of EUR 841 thousand. In the course of the acquisition, CTS AG acquired intercompany loan receivables from Entradas See Tickets in the amount of EUR 3.832 million from the former shareholders; these are reported under liabilities to affiliated companies. Considering the cost of acquired intercompany and the loan receivables the paid purchase price totals EUR 8.362 million. If Entradas See Tickets had been acquired at the beginning of the year 2014, the company would have contributed EUR 2.103 million to revenue and EUR 329 thousand to earnings in the Ticketing segment.

30

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

PROVISIONAL PURCHASE PRICE ALLOCATION OF TOP TICKET FRANCE S.A.S. Top Ticket France S.A.S., Paris (hereinafter: Top Ticket France) sells tickets for Stage Entertainment Musicals in France. Since its initial consolidation at the beginning of March 2014, Top Ticket France has generated revenue of EUR 164 thousand and earnings of EUR 85 thousand. Cash equivalents of EUR 1.630 million were taken over in the course of the acquisition of this company. Based on the provisional purchase price allocation, the following table shows the fair values at the time of initial consolidation of Top Ticket France:

Fair value at the time of initial consolidation - provisional purchase price allocation [EUR’000] Cash and cash equivalents Trade receivables Other assets Accrued expenses Total current assets

1,630 1,695 3,402 1 6,728

Property, plant and equipment Intangible assets Total non-current assets

12 2,115 2,127

Trade payables Other liabilities Other provisions Total current liabilities

165 6,094 73 6,332

Deferred tax liabilities Total non-current liabilities Total net assets

31

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

705 705 1,818

Assets and liabilities were recognised at fair value in the provisional purchase price allocation. At the time of initial consolidation, intangible assets (ticket distribution rights) were recognised at a fair value of EUR 2.115 million. Deferred tax liabilities of EUR 705 thousand were formed on the temporary difference arising from the remeasurement of intangible assets. As at 31 March 2014, the purchase price allocation is still provisional because investigations regarding the intangible assets and the assessment of legal aspects are still pending. The fair value of the assets and liabilities will be conclusively determined within the first twelve months after the acquisition. The present value of trade receivables, at EUR 1.695 million, derives from a gross carrying value of receivables, at EUR 1.863 million, and allowances for bad debts amounting to EUR 168 thousand. The following table shows the reconciliation of consideration transferred as at initial consolidation:

[EUR’000] Consideration transferred

Cash and cash equivalents Trade receivables Other assets Accrued expenses Property, plant and equipment Intangible assets Trade payables Other liabilities Other provisions Deferred tax liabilities Total net assets / shareholders' equity Bargain purchase

1,579

1,630 1,695 3,402 1 12 2,115 -165 -6,094 -73 -705 1,818 -239

The paid purchase price amounted to EUR 1.579 million. The remeasurement of the acquired assets and liabilities resulted in a gain from a bargain purchase (difference between net assets and purchase cost) following initial consolidation; pursuant to IFRS 3, this resulted in other operating income of EUR 239 thousand. The favourable purchase price coupled with the earnings prospects associated with the acquired company resulted in a gain from a bargain purchase of EUR 239 thousand. If Top Ticket France had been acquired at the beginning of the year 2014, the company would have contributed EUR 370 thousand to revenue and EUR 159 thousand to earnings in the Ticketing segment.

32

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

ASSET DEAL STAGE RUSSIA An exclusive ticketing agreement was concluded in Russia for the sale of tickets for two Stage Entertainment theatres in Moscow. This agreement does not constitute a business combination within the meaning of IFRS 3. Intangible assets in the amount of EUR 1.000 million were acquired in the course of this asset deal.

4.4.

JOINT VENTURE HAL APOLLO Pursuant to IAS 31, as at 31 March 2014 the following notes represent the Group’s proportional share in joint venture HAL Apollo:

Current assets Non-current assets Current liabilities Non-current liabilities

31.03.2014

31.12.2013

[EUR’000]

[EUR’000]

1,138 24,906 4,790 6,487

874 25,048 4,576 6,671

In the reporting period, the joint venture HAL Apollo generated as per the Group’s proportional share revenue amounting to EUR 898 thousand (previous year: EUR 624 thousand) and EBITDA of EUR 505 thousand (previous year: EUR 223 thousand).

33

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

The corporate structure as at 31 March 2014 is shown in the following table:

Ticketing CTS Eventim Solutions GmbH, Bremen

CTS EVENTIM AG, Munich CTS Eventim Nederland B.V., Amsterdam

getgo consulting GmbH, Hamburg

Live Entertainment

EVENTIM Popkurs Hamburg gemeinnützige GmbH, Hamburg Arena Holding GmbH, Cologne

CTS Eventim RU o.o.o., Moscow

GSO Holding GmbH, Bremen

Arena Management GmbH, Cologne

MEDUSA Music Group GmbH, Bremen

Eventim RU o.o.o., Moscow

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

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

Marek Lieberberg Konzertagentur Holding GmbH, Frankfurt / Main

CTS Eventim Sweden AB, Stockholm

GSO Verwaltungsgesellschaft mbH, Bremen

Marek Lieberberg Verwaltungs GmbH, Frankfurt / Main

Dirk Becker Entertainment GmbH, Cologne

Eventim UK Limited, London

CTS Eventim Sports GmbH, Hamburg

LS Konzertagentur GmbH, Vienna

Semmelconcerts Veranstaltungs­service GmbH, Bayreuth

Eventim CZ s.r.o., Prague

Ticketcorner GmbH, Bad Homburg

Lippupiste Oy, Tampere

Arena Berlin Betriebs GmbH, Berlin TEMPODOME GmbH, Hamburg Seekers Event GmbH, Jena

Ticket Online Consulting GmbH, Bremen

Eventim Sp. z.o.o., Warsaw

Show-Factory Entertainment GmbH, Bregenz

PGM Promoters Group Munich Konzertagentur GmbH, Munich

ARGO Konzerte GmbH, Würzburg

Peter Rieger Konzertagentur GmbH & Co. KG, Cologne

Peter Rieger Konzertagentur Holding GmbH, Cologne

Peter Rieger Verwaltungs GmbH, Cologne

Act Entertainment AG, Basel

CTS Eventim Israel Ltd., Tel Aviv

nolock Softwarelösungen GmbH, Vienna

Ticket Online Sales & Service Center GmbH, Parchim

CTS Eventim Schweiz AG, Rümlang See Tickets Nederland B.V., Amsterdam ABC Production AG, Opfikon Entradas See Tickets S.A., Madrid 360Grad Show Production AG, Opfikon Top Ticket France S.A.S., Paris You are Special - Events AG, Opfikon Ticket Express Gesellschaft zur Herstellung und zum Vertrieb elektronischer Eintrittskarten mbH, Vienna Ö-Ticket-Südost, Gesellschaft zur Herstellung und zum Vertrieb elektronischer Eintrittskarten mbH, Wiener Neustadt Ö-Ticket Nord West GmbH, Vienna

ÖTS, Gesellschaft zum Vertrieb elektronischer Eintrittskarten mbH, Stainz

Ticketcorner Holding AG, Rümlang

TicketOne S.p.A., Milan

Ticketcorner AG, Rümlang

T.O.S.T. - TicketOne Sistemi Teatrali S.r.l., Milan

T.O.S.C. - TicketOne Sistemi Culturali S.r.l., Rome

CREA Informatica S.r.l., Milan

RP-EVENTIM GmbH, Düsseldorf Ö-Ticket-Nordost Eintrittskarten­vertrieb GmbH, Tulln

Ticket Express Hungary Kft., Budapest

TEX Hungary Kft., Budapest

Eventim.ro SRL, Bucharest

34

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

5.

SELECTED NOTES TO THE CONSOLIDATED BALANCE SHEET Group cash and cash equivalents reduced by EUR 1.378 million to EUR 374.358 million (31 December 2013: EUR 375.736 million). The seasonal reduction in cash and cash equivalents in the Ticketing segment from ticket monies not yet invoiced was partially offset by cash and cash equivalents from tickets monies of newly consolidated companies. Payments for acquisitions led to a cash outflow, whereas proceeds from borrowing financing loans for the acquisition of new companies increased the volume of cash and cash equivalents in the Ticketing segment. Cash and cash equivalents include ticket monies from presales for events in subsequent quarters (ticket monies not yet invoiced in the Ticketing segment), which are reported under other liabilities (EUR 163.704 million; 31 December 2013: EUR 161.498 million); furthermore, other assets include receivables from ticket monies from presales in the Ticketing segment (EUR 51.261 million; 31 December 2013: EUR 34.239 million). The rise in receivables and liabilities from ticket monies was mainly the result of the expansion of the number of consolidated companies. The increase in payments on account (EUR +7.805 million) concerns events in subsequent quarters in the Live Entertainment segment. Receivables from income tax (EUR -2.468 million) declined mainly as a result of lower receivables from capital gains tax. The rise in other current assets (EUR +25.439 million) was mainly the result of an increase in receivables from ticket monies from presales in the Ticketing segment, partly due to the expansion of the number of consolidated companies. The increase in intangible assets of EUR 17.950 million was mainly the result of the provisional purchase price allocation of the recognised assets (trademark, ticketing distribution rights/customer base) of acquired companies and increased software development services relating to ticket distribution software. The change in goodwill of EUR +2.882 million was mainly due to the provisional purchase price allocation of the companies acquired in the first quarter of 2014 in the Ticketing segment. Deferred tax assets primarily rose in the Ticketing segment (EUR +5.805 million) due to the provisional purchase price allocation of the companies acquired in the first quarter of 2014. Short-term financial liabilities rose by EUR 16.309 million. In the reporting period, the use of syndicated credit lines to finance the acquisition of the Stage Entertainment companies resulted in an increase in financial liabilities. Trade payables decreased by EUR 4.034 million within the scope of operating activities; the majority of this decline was attributable to the Ticketing segment. Advance payments received (EUR +21.412 million) rose largely in the Live Entertainment segment as a result of ticket monies received for presales for festivals, tours and other events that are set to take place from the second quarter of 2014 onwards. Advance payments received in the Live Entertainment segment are transferred to revenue when the respective events have taken place.

35

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

The decline in other current liabilities (EUR -1.618 million) is mainly due to a fall in income tax liabilities of EUR 2.909 million and a EUR 1.268 million reduction in liabilities from artist taxes. This was offset by increased liabilities from ticket monies not yet invoiced in the Ticketing segment of EUR 2.206 million, which was primarily due to the expansion of the number of consolidated companies. Usually, liabilities from ticket monies not yet invoiced tend to rise towards the end of the year due to the seasonally strong fourth quarter, and these liabilities are then reduced over the course of the subsequent year as a result of invoicing and the events taking place themselves. Shareholders’ equity rose by EUR 16.228 million to EUR 269.430 million, mainly as a result of the positive net income after non-controlling interest in the reporting period of EUR 14.869 million and a rise in non-controlling interest of EUR 1.368 million which were largely attributable to minority interests in the operating result in the Live Entertainment segment. At 28.8%, the equity ratio (shareholders’ equity divided by the balance sheet total) is at roughly the same level as the previous year (28.9%).

36

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

6.

SELECTED NOTES TO THE CONSOLIDATED INCOME STATEMENT

PROFIT REALISATION Revenue in the Ticketing segment that relates to the sale of tickets to final customers is realised when the respective CTS ticketing company delivers the tickets to the final customer. In the Live Entertainment segment, ticket revenue generated in the presale period is posted by the promoter on the liabilities side as advance payments received. When the event is subsequently held, these advance payments are transferred to revenue and the profits are realised.

REVENUE The CTS Group generated revenue of EUR 150.392 million, after EUR 121.070 million the previous year (+24.2%). The Ticketing segment generated revenue (before consolidation between segments) of EUR 69.354 million (previous year: EUR 62.269 million). The rise in online ticket sales and the expansion of the number of consolidated companies were key factors in the 11.4% increase in revenue. In the first quarter of 2014, 5.9 million tickets (previous year: 5.5 million) were sold through the Group’s internet portals, equating to a rise in internet ticket volume of 6.8%. The share of sales generated by foreign subsidiaries was 40.2% (previous year: 40.7%). The Live Entertainment segment expanded in the first quarter of 2014 by a greater margin than the Ticketing segment and reinforced its market-leading role in Germany and Europe. Revenue in the first quarter climbed to EUR 83.193 million (previous year: EUR 60.333 million; +37.9%). The expansion of the number of consolidated companies in 2013 had a particularly positive impact on revenue in the reporting period.

COST OF SALES Cost of sales increased by EUR 24.414 million to EUR 100.260 million. The Group gross margin decreased from 37.4% to 33.3%. The consolidated gross margin was negatively impacted by the increased share of the lower-margin Live Entertainment segment in the consolidated gross margin. In the Ticketing segment, the gross margin decreased in the first quarter of 2014 from 57.9% to 57.6%. This development was down to the newly consolidated subsidiaries and their lower earnings contributions. In the Live Entertainment segment, the gross margin declined from 15.3% to 12.2% due to the increase in the number of consolidated companies in 2013.

SELLING EXPENSES Selling expenses rose by EUR 1.533 million to EUR 14.879 million. This increase was mainly due to depreciation and amortisation as well as the increase in the number of consolidated companies.

37

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

GENERAL ADMINISTRATIVE EXPENSES General administrative expenses rose by EUR 941 thousand to EUR 9.736 million. This increase was mainly due to higher personnel expenses as well as the increase in the number of consolidated companies.

OTHER OPERATING INCOME Other operating income expenses rose by EUR 632 thousand to EUR 4.102 million. This was due to, among other things, other operating income of EUR 1.081 million from the initial consolidation of Entradas See Tickets and Top Ticket France. Pursuant to IFRS 3, a gain from bargain purchase from this acquisition resulted in higher other operating income.

OTHER OPERATING EXPENSES Other operating expenses increased by EUR 326 thousand to EUR 3.895 million; this was due to, among other things, higher expenses from the increase in the number of consolidated companies and the related ancillary acquisition costs.

FINANCIAL RESULT The financial result, at EUR -993 thousand (previous year: EUR -1.145 million) mainly includes EUR 464 thousand in financial income (previous year: EUR 574 thousand), EUR 1.863 million in financial expenses (previous year: EUR 1.838 million) as well as EUR 406 thousand in income from investments in associates accounted for at equity (previous year: EUR 118 thousand).

TAXES Taxes increased by EUR 1.407 million to EUR 8.138 million mainly due to positive business development.

38

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

7.

ADDITIONAL DISCLOSURES ON FINANCIAL INSTRUMENTS Carrying values, balance sheet values and fair values as at 31 March 2014 are shown in the following table according to measurement categories:

Balance sheet value according to IAS 39

ASSETS Cash and cash equivalents Trade receivables Receivables from affiliated and associated companies accounted for at equity Other original financial assets

39

Carrying value 31.03.2014

At amortised cost

[EUR’000]

[EUR’000]

374,358 26,930

374,358 26,930

374,358 26,770

6,030 62,626

6,030 62,626

5,986 62,198

Other original financial assets (at fair value not through profit and loss)

3,759

Other derivative financial assets (at fair value through profit and loss) Investments (held-to-maturity) Investments (at amortised cost) Loans

64 1,007 1,737 245

At fair value At fair value through not through profit and loss profit and loss

[EUR’000]

[EUR’000]

Purchase cost

Fair value

[EUR’000]

[EUR’000]

3,759

3,759

64

64 985

1,007 1,737 245

261

LIABILITIES Short-term financial liabilities Medium- and long-term financial liabilities Trade payables

51,043 161,563 53,959

51,043 161,563 53,959

51,351 156,924 53,638

Payables to affiliated and associated companies accounted for at equity Other original financial liabilities

607 169,710

607 169,710

604 169,322

Other derivative financial liabilities (at fair value through profit and loss)

125

Categories according to IAS 39: Loans and receivables Financial liabilities at amortised cost Available-for-sale financial assets Held-to-maturity investments

470,189 436,882 5,497 1,007

125

125

470,189 436,882 3,759 1,007

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

1,737

439,573 431,840 3,759 985

Carrying values, balance sheet values and fair values as at 31 December 2013 are shown in the following table according to measurement categories:

Balance sheet value according to IAS 39

ASSETS Cash and cash equivalents Trade receivables Receivables from affiliated and associated companies accounted for at equity Other original financial assets Other original financial assets (at fair value not through profit and loss) Other derivative financial assets (at fair value through profit and loss) Investments (held-to-maturity) Investments (at amortised cost) Loans

40

Carrying value 31.12.2013

At amortised cost

At fair value At fair value through not through profit and loss profit and loss

[EUR’000]

[EUR’000]

375,736 26,338

375,736 26,338

375,736 26,191

6,532 44,717

6,532 44,717

6,479 44,402

[EUR’000]

766 20 1,007 1,730 160

[EUR’000]

Purchase cost

Fair value

[EUR’000]

[EUR’000]

766

766

20

20 984

1,007 1,730 160

169

LIABILITIES Short-term financial liabilities Medium- and long-term financial liabilities Trade payables

34,734 161,357 57,993

34,734 161,357 57,993

35,365 161,311 57,668

Payables to affiliated and associated companies accounted for at equity Other original financial liabilities

113 169,932

113 169,932

113 168,975

Other derivative financial liabilities (at fair value through profit and loss)

422

Categories according to IAS 39: Loans and receivables Financial liabilities at amortised cost Available-for-sale financial assets Held-to-maturity investments

453,483 424,129 2,496 1,007

422

422

453,483 424,129 766 1,007

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

1,730

452,976 423,431 766 984

DISCLOSURES REGARDING FAIR VALUE The principles and methods used to determine fair values are unchanged compared to the previous year. Financial instruments are measured on the basis of uniform valuation methods and parameters. Cash and cash equivalents, trade receivables and other financial assets generally have short remaining terms. The reported carrying amounts as at the balance sheet date are therefore approximations of fair value. In the case of receivables and other financial assets with remaining terms of more than one year, the fair values represent the present value of the future payments associated with the assets, taking current interest parameters into account. Trade payables and other financial liabilities generally have short remaining terms. The reported carrying amounts as at the balance sheet date are therefore approximations of fair value. The fair values of medium- and long-term financial liabilities are equal to the present values of the future payments associated with the debts, taking current interest parameters into account. If financial instruments are listed on an active market, such as fund units, in particular, the respective listed price signifies the fair value on that market. In the case of unlisted financing instruments, the fair value is calculated as the present value of the future cash flows, taking interest rate curves and the rating-dependent credit risk premium of the CTS Group into account. Derivative financial instruments are recognised at their fair value. The carrying amount of the foreign exchange transactions is therefore equal to their respective fair value. The interest rate swaps prevailing as at 31 December 2013 were terminated in the first quarter of 2014 and recorded in the financial result at EUR -370 thousand. According to IFRS 13, the fair values of financial assets and liabilities are classified according to the three levels of the fair value hierarchy. Level 1 contains fair values of financial instruments for which a market price can be quoted; securities are an example. In Level 2, fair values are based on market data, such as currency rates or interest curves, using market-based valuation techniques. Examples include derivatives. Fair values in Level 3 are derived using valuation techniques based on unobservable inputs, due to the lack of an active or measurable market. Reclassifications between the levels within the fair value hierarchy are carried out at the beginning of the respective quarter in which the reason or the change in circumstances occurred that results in the reclassification. No reclassifications were carried out in the first three months of 2014.

41

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

The following table provides an overview of the financial assets and liabilities measured at fair value, and their allocation to the three levels within the fair value hierarchy according to IFRS 13 as at 31 March 2014: 31.03.2014 Level 1

Level 2

Level 3

Total

[EUR’000] [EUR’000] [EUR’000] [EUR’000] ASSETS Other original financial assets (at fair value not through profit and loss) Other derivative financial assets (at fair value through profit and loss)

LIABILITIES Other derivative financial liabilities (at fair value through profit and loss)

3,759 0 3,759

0 64 64

0 0 0

3,759 64 3,823

0 0

125 125

0 0

125 125

The following table provides an overview of the financial assets and liabilities measured at fair value, and their allocation to the three levels within the fair value hierarchy according to IFRS 13 as at 31 December 2013:

31.12.2013 Level 1

Level 2

Level 3

Total

[EUR’000] [EUR’000] [EUR’000] [EUR’000] ASSETS Other original financial assets (at fair value not through profit and loss) Other derivative financial assets (at fair value through profit and loss)

LIABILITIES Other derivative financial liabilities (at fair value through profit and loss)

42

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

766 0 766

0 20 20

0 0 0

766 20 786

0 0

422 422

0 0

422 422

8.

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

Ticketing

External revenue Internal revenue Total revenue Consolidation within the segment Revenue after consolidation within the segment

43

Live Entertainment

Total segment

31.03.2014

31.03.2013

31.03.2014

31.03.2013

31.03.2014

31.03.2013

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

68,319 9,970 78,289 -8,935 69,354

61,464 9,748 71,212 -8,943 62,269

82,073 11,634 93,707 -10,514 83,193

59,606 8,009 67,615 -7,282 60,333

150,392 21,604 171,996 -19,449 152,547

121,070 17,757 138,827 -16,225 122,602

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

Reconciliation of the operating profit (EBIT) of the segments to Group earnings:

Ticketing

Revenue EBITDA EBIT Depreciation and amortisation

Live Entertainment

Intersegment consolidation

Group

31.03.2014

31.03.2013

31.03.2014

31.03.2013 1

31.03.2014

31.3.2013

31.03.2014

31.03.2013 1

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

[EUR’000]

69,354 26,221 20,571

62,269 23,720 18,800

83,193 5,833 5,152

60,333 4,846 4,184

-2,155 0 0

-1,532 0 0

150,392 32,054 25,723

121,070 28,566 22,984

-5,650

-4,920

-680

-661

0

0

-6,330 -993

-5,581 -1,145

24,731 -8,138

21,839 -6,731

Financial result Earnings before tax (EBT) Taxes Net income before non-controlling interest

16,593

15,109

Non-controlling interest

-1,724

-2,100

Net income after non-controlling interest

14,869

13,009

1,943

1,664

Average number of employees

1,459

1,203

484

461

Normalised EBITDA

26,520

23,891

5,833

4,846

0

0

32,353

28,737

Normalised EBIT before amortisation from purchase price allocation

23,407

21,426

5,283

4,316

0

0

28,690

25,742

1

9.

Adjusted prior-year figures due to the final purchase price allocation of Arena Management GmbH

OTHER DISCLOSURES

APPROPRIATION OF EARNINGS The Annual Shareholders’ Meeting on 8 May 2014 passed a resolution to distribute EUR 30.717 million (EUR 0.64 per eligible share) of the balance sheet profit of EUR 136.756 million as at 31 December 2013 to shareholders and allocated EUR 48.000 million to earnings reserve. Payment of this dividend was effected on 9 May 2014, and the remaining balance sheet profit of EUR 58.039 million was carried forward to the new account.

44

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements

FINANCIAL OBLIGATIONS There have been no material changes in contingent liabilities since 31 December 2013.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES The transactions of the CTS Group with related parties pertain to reciprocal services and were concluded only at arm’s-length conditions which normally apply between third parties. The majority shareholder of CTS AG is a controlling shareholder of other companies associated with the Group. The contractual relationships with related parties resulted in the following goods and services being sold to and bought from related parties in the 2014 reporting period:

31.03.2014

31.03.2013

[EUR’000]

[EUR’000]

127 205 913 1,245

222 0 1,045 1,267

31.03.2014

31.03.2013

[EUR’000]

[EUR’000]

607 1,035 5,178 6,820

74 104 4,728 4,906

Goods and services supplied by the Group Subsidiaries not included in consolidation due to insignificance Associated companies accounted for at equity Other related parties

Goods and services received by the Group Subsidiaries not included in consolidation due to insignificance Associated companies accounted for at equity Other related parties

Bremen, 28 May 2014 CTS EVENTIM Aktiengesellschaft

Klaus-Peter Schulenberg

45

Volker Bischoff

Alexander Ruoff

Interim Consolidated Financial Statements | Selected notes to the consolidated financial statements



FORWARD-LOOKING STATEMENTS This Group interim report contains forecasts based on assumptions and estimates by the management of CTS EVENTIM AG. These statements based on assumptions and estimates are in the form of forward-looking statements using terms such as ‘believe’, ‘assume’, ‘expect’ and the like. Even though management believes that these assumptions and estimates are correct, it is possible that actual results in the future may deviate materially from such assumptions and estimates due to a variety of factors. The latter may include changes in the macroeconomic environment, in the statutory and regulatory framework in Germany and the EU, and changes within the industry. CTS EVENTIM AG does not provide any guarantee or accept any liability or responsibility for any divergence between future developments and actual results, on the one hand, and the assumptions and estimates expressed in this Group interim report. CTS EVENTIM AG has no intention and undertakes no obligation to update forward-looking statements in order to adjust them to actual events or developments occurring after the date of this report. The German version of the Group interim report takes priority over the English translation in the event of any discrepancies. Both language versions can be downloaded at www.eventim.de.

46

Group Interim Report | Forward-Looking Statements

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



PUBLISHERS’ NOTES PUBLISHED BY: CTS EVENTIM AG Contrescarpe 75 A 28195 Bremen Phone: +49 (0) 421 / 36 66 - 0 Fax: +49 (0) 421 / 36 66 - 2 90



EDITORIAL OFFICE: Engel & Zimmermann CTS EVENTIM AG

ARTWORK: SECHSBAELLE, Bremen www.sechsbaelle.de

47