INTERIM FINANCIAL REPORT 2009
Q2
CONTENT
Key Figures
1
Foreword
2
The Share
3
Interim Group Management Report 8
Forward-looking statements This interim financial report contains statements relating to future events that are based on management’s assessments of future developments. A series of factors beyond the control of the company, such as changes in the general economic and business environment and the incidence of individual risks or occurrence of uncertain events, can result in the actual results differing substantially from those forecast. Constantin Medien AG does not intend to continually update the forward-looking statements contained in the interim financial report.
Consolidated Interim Financial Statements
25
Notes to the Consolidated Interim Financial Statements
33
Finance Calendar 2009
44
Imprint
44
Important notice This document is a free translation into English of the original German text. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the German version, which is the authentic document.
Q2 Key Figures
KEY FIGURES
In Euro million 6/30/2009
Non-current assets Film assets Other intangible assets Total assets Subscribed capital Equity Equity ratio (in percent) Non-current financial liabilities Current financial liabilities
Sales Sports Film Sports- and Event-Marketing Others Earnings before interest, taxes, depreciation and amortization (EBITDA) Amortization, depreciation and impairment Earnings before interest and taxes (EBIT) Earnings before taxes (EBT) Shareholders’ interests Cash flow from operating activities Cash flow for investing activities Cash flow for/from financing activities
Outstanding shares in million Share price in Euro Market capitalization (based on outstanding shares)
381.9
187.8
187.0
97.8
109.0
635.7
683.3
85.1
77.9
106.6
106.1
16.8%
15.5%
61.4
81.9
222.5
241.2
1/1 to 6/30/2009
1/1 to 6/30/2008
227.8
115.0
89.3
114.9
110.0
0.0
28.5
0.0
0.0
0.1
33.1
12.7
-42.3
-5.0
-9.2
7.7
-6.8
2.0
-4.6
0.7
34.1
1.1
-18.1
-42.2
-25.0
19.5
6/30/2009
12/31/2008
78,6
72.0
2,10
2.50
165.1
180.0
1/1 to 6/30/2009
1/1 to 6/30/2008
Average number of outstanding shares (basic) in million Earnings per share from continuing operations (basic) in Euro Earnings per share from continuing operations (diluted) in Euro
73.6
70.7
-0.06
0.08
-0.06
0.08
Employees (end of the period)
1,553
1,026
1
1
12/31/2008 1
357.8
The figures for the previous year have been adjusted (see Notes to the consolidated interim financial statements Chapter 3 ”Changes in accounting principles”).
Foreword Q2
FOREWORD
Dear Shareholders, Constantin Medien AG looks back on a difficult first six-month period in 2009. The business performance was restrained due to the ongoing economic crisis and recessionary fears. The performances of the Film Segment (Constantin Film, Rainbow group) as well as the Sports- and Event-Marketing Segment (rights agency TEAM) were nonetheless in line with the budget. The Sports Segment (TV station DSF, production service provider PLAZAMEDIA, online platform Sport1) closed the reporting period – as already announced on June 30, 2009 by way of an ad hoc release – with significant budget divergences. These were predominantly attributable to the television sector, which suffers from the weak advertising market and declining diversification revenues. Subsequently, we immediately implemented the restructuring of the Sports Segment. Alongside structural and personnel changes that had already been executed in part, this also includes changes to DSF's business model to reflect the changed economic conditions in the TV market. The restructuring of the Sports Segment will be one focal point of our activities in the second half of this year. The budget divergences in the Sports Segment are naturally reflected in the figures posted for the first six-month period. Our Group recorded negative earnings before interest and taxes (EBIT) in the amount of 9.2 million Euro. The earnings after taxes and earnings attributable to minorities reached a negative amount of 4.6 million Euro.
Looking forward to the further course of the financial year 2009, we have to assume that the budget divergences in the Sports Segment could fall short of the budget by an amount on the lower end of a two-digit million Euro scale, which will of course impact the entire Group. However, we do see a good chance of compensating this adverse effects from a settlement of parts of claims raised against former Management and Supervisory Board Members of the Company. In this context, the Company has received a final settlement agreement from the principle underwriting insurance company; signature will shortly follow. The binding force of the settlement of parts is still subject to the approval of an extraordinary shareholders' meeting of Constantin Medien AG. The Management and Supervisory Boards are confident to achieve such approval. With regards to the impact of the general conditions on our Company, we do not anticipate a fast turnaround for the better in the Sports Segment. Accordingly, we are consequently adjusting structures and business models. Concerning the Film and the Sports- and Event-Marketing Segments, we still assume a performance according to plan.
Yours faithfully, Bernhard Burgener Chairman of the Management Board of Constantin Medien AG
2
Q2 Constantin Medien AG Share
CONSTANTIN MEDIEN AG SHARE
Capital market performances While the capital markets in the first three months of 2009 were marked in part by sizable stock losses mainly due to worldwide macroeconomic factors and uncertainties, the second quarter saw a countermovement on the German stock market and the international capital markets. With a diminishing risk aversion, improved economic early indicators and the anticipated end of the economic nosedive, positive signals were more accepted as new negative factors. This development was supported by expected positive impulse from the economic stimulus packages in the important industrial countries as well as from the central bank's expansive monetary policies. Even fewer underweighted stock investments in the portfolios of many investors had a promoting effect. In the second quarter, the German leading index DAX alone compensated the losses experienced at the beginning of the year. However, June heard increasingly more cautious voices announcing that the economic crisis is not yet over and that the western industrial nations continue to be in a recession. Moreover, the fundamental macroeconomic conditions continue to be weak, even though the mood indicators have brightened up in the meantime. On the whole, the German leading index DAX gained 17.7 percent in the second quarter 2009, closing at 4,809 points (zero percent since the beginning of the year). However, the small cap index and the media index indicated high stock gains in the second quarter; whereby these indices were comparatively more affected by the previous stock drops than the blue chip stocks. Thus, the German small cap index SDAX saw a 22.3 percent jump in the second quarter (3.7 percent since the beginning of the year) and the German media index (DAXsector Media) closed at 79 points on June 30, 2009 following a gain of 59.9 percent (27.1 percent since the beginning of the year). Constantin Medien stock performance in the second quarter 2009 Since April 9, 2009, the Company has been listed on the regulated market (Prime Standard) under the new registered company name – Constantin Medien AG – but under the unchanged stock exchange abbreviation, ISIN and Securities Identifica3
tion Number. In addition, the capital increase passed at the extraordinary General Meeting in January 2009 was successfully placed in May 2009 with about 7.2 million shares. Since July 2, 2009, the new shares, which have been listed under a separate ISIN starting May 14, 2009, have been listed under the identification number of the remaining shares. The Constantin Medien share performance was marked by an overall downward trend in the second quarter, which consequently moved against the general market trend. Nevertheless both volatility and changes within one day were lower than over the past months, albeit still at a high level. Because the share price in April moved volatile but sideways, the share price continued to slip in May. In the last month of the quarter, the share price again developed sideways based on lower volatility. The share price closed at 2.10 Euro on June 30, 2009; this corresponded to a 15.3 percent share price drop in the second quarter. As of June 30, 2009, the 52-week high stood at 2.75 Euro (February 5, 2009) and the 52-week low stood at 1.45 Euro (October 28, 2008). Based on an entire year's perspective, the share price's performance of -16.0 percent was significantly below the comparative German small cap index SDAX (+3.7 percent) and the German media index DAXsector Media (+27.1 percent). In the second quarter under review, the Company published the successfully completed capital increase and the related notifications, the sale of Creation Club as well as an ad hoc notification concerning the business development in the Sports Segment and a possible extraordinary income amount from the lawsuit against former Board Members. Moreover, the interim reports for the first quarter 2009 were published by the entire Group and a voting rights notification by the major shareholder MarCap. In the further course, the Constantin Medien AG shares continued to move laterally since the beginning of July 2009, closing at 1.92 Euro on August 14, 2009. In the second quarter of 2009, around 6.5 million Constantin Medien shares were traded on the German stock exchanges (daily average: 101.3 thousand units). Accordingly, trading volume significantly recovered compared with the beginning of the year, even if slightly lower by 5.0 percent over the prior
Q2
year period. Because of the capital increase and lower liquidity versus the same period last year, the stock turn rate for shares outstanding over a twelve-month period decreased to 0.39 (prior quarter: 0.46). In general, the liquidity on the stock market decreased as part of the financial and economic crisis repercussions and the related restraint by investors. The
position of the Constantin Medien share in German stock exchange rankings of all MDAX and SDAX listings stood at rank no. 85 as of June 30, 2009 (prior quarter: 88) in respect of trading volume over the last twelve months and at rank no. 76 (prior quarter: 74) for the so-called "free-float market capitalization".
Xetra closing prices of the Constantin Medien share compared to SDAX and DAXsector Media indices Comparative indices indexed to Constantin Medien's closing price as of December 31, 2008
Constantin Medien AG
SDAX
DAXsector Media
3.50
3,00
2.50
2.00
1.50
1.00 12/31/08
01/31/09
02/28/09
Share capital and shareholder structure The share capital of Constantin Medien AG increased by 7.2 million Euro due to the capital increase and stood at around 85.1 million Euro as of June 30, 2009. Following the initial full consolidation of its subsidiary Highlight Communications AG in the third quarter 2008, Highlight Communications AG's shares in Constantin Medien AG qualify as treasury shares. On the balance sheet date, the Company held a total of 6.5 million non-voting treasury shares (7.6 percent of share capital) via Highlight Communications AG. After deduction of treasury shares, there were around 78.6 million shares outstanding as of June 30, 2009.
03/31/09
04/30/09
05/31/09
06/30/09
Being the largest shareholder, KF 15 increased its shareholding to 18.7 percent as part of the capital increase. In addition, Management Board Members of the Company and related parties announced their share purchase through the capital increase, which were published as so-called Directors’ Dealings notifications (see table on page 6). On June 26, 2009, the Company published a notification that MarCap's shareholding had fallen below the 5 percent limit of share capital and that its shareholding thereafter stood at 3.5 percent of share capital. The free-float of the Constantin Medien share accordingly decreased in the second quarter and stood at 55.6 percent of share capital as of June 30, 2009 (prior quarter: 58.9 percent).
4
Q2 Constantin Medien AG Share
Furthermore, Dr Dieter Hahn notified the Company as part of the Directors’ Dealings notifications that he increased his shareholding to 2.99 percent of share capital on July 8, 2009.
– – – –
Shareholder structure as of June 30, 2009 Subscribed capital: 85.1 million shares
TREASURY STOCK1 7.6%
18.7%
KF 152
55.6%
DR ERWIN CONRADI
6.7%
5.1% 3.5%
In the last twelve months, the following eight institutions published studies on Constantin Medien AG:
BERNHARD BURGENER
2.8%
Close Brothers Seydler Deutsche Bank Independent Research Viscardi
– – – –
Commerzbank DZ Bank Sal. Oppenheim WestLB
Additional Constantin Medien AG capital market securities In line with the overall market development, the price of the 5.25% convertible bond 2006/2013 rose by 25.9 percent in the second quarter and closed at 3.98 Euro (9.0 percent since the beginning of the year). As of June 30, 2009, the bond reached a 52-week high of 4.74 Euro (June 15, 2009) and a 52-week low of 1.80 Euro (October 28, 2008). On August 14, 2009, the bond traded at 4.11 Euro. With effect from April 24, 2009, based on the terms and conditions of the bond the conversion ratio was adjusted to reflect the capital increase executed by Constantin Medien AG. Each convertible bond now entitles a conversion of 1.0123 shares of Constantin Medien AG.
MARCAP DR DIETER HAHN FREE FLOAT 1 2
Predominantly held by Highlight Communications AG Call option for further 8.7% of share capital until March 31, 2011
Investor Relations Activities The Company aims to justify the trust of investors and the general public through timely and transparent publication of its financial reports, business activities, corporate strategy and risks and opportunities, and to sustain an open and ongoing exchange of information with participants in the capital market. Extensive information concerning Constantin Medien AG can be found on our website www.constantin-medien.de. Alongside participation in events for analysts and investors, it continues to be our objective to support the highest possible number of analysts. The Constantin Medien share is currently being actively monitored by ten research institutions.
5
The share price of Highlight Communications AG, a company of the Constantin Medien Group, traded at 4.10 Euro (-18 percent since the beginning of the year) in the second quarter, down by 3.5 percent. Consequently, similar to the performance of the Constantin Medien share price, the share price underperformed the overall market. On August 14, 2009, the stock price came in at 3.80 Euro. The share price of Constantin Film AG, which via Highlight Communications AG also belongs to the Constantin Medien Group, traded at 17.66 Euro on June 30, 2009 or about 3.3 percent below the closing price of the previous quarter (-0.4 percent since the beginning of the year). On August 14, 2009, the share price stood at 18.49 Euro. The Annual General Meeting of Constantin Film AG held on April 21, 2009 passed the Squeeze-out request by Highlight Communications AG with a cash compensation of 17.64 Euro per Constantin Film share for the minority shareholders.
Q2
Information of Constantin Medien securities as of June 30, 2009 ISIN/Exchange abbreviation – Ordinary share (Prime Standard Segment) – Highlight Communications AG share (Prime Standard Segment) – Constantin Film AG share (Prime Standard Segment) – Convertible bond 2006/2013 (Regulated market) Indices Closing rate 06/30/2009 / 52-week-high / 52-week-low – Constantin Medien AG (Xetra) – Highlight Communications AG (Xetra) – Constantin Film AG (Xetra) – Convertible bond 2006/2013 (Frankfurt) Share capital 06/30/2009 (incl. conversion shares) Outstanding shares (06/30/2009) Potential shares in connection with conversions – Convertible bond 2006/2013 Market capitalization(06/30/2009) – Constantin Medien AG (Xetra) – Highlight Communications AG (Xetra) – Convertible bond 2006/2013
DE0009147207 / EV4 CH0006539198 / HLG DE0005800809 / CFA DE000A0GQKR4 / VGQKR SDAX, DAXsector Media 2.10 / 2.75 / 1.45 Euro 4.10 / 7.36 / 3.00 Euro 17.66 / 20.00 / 15.31 Euro 3.98 / 4.74 / 1.80 Euro 85.1 million shares 78.6 million shares 11.1 million shares 165.1 million Euro 189.5 million Euro 43.6 million Euro
Directors’ Dealings In the first half of 2009, the Company was notified by the members of the Management and Supervisory Boards of the
following reportable acquisition and disposal transactions:
Name
Date
Transaction
Security
Quantity of shares
Price in Euro
Management Board Bernhard Burgener Bernhard Burgener
01/20/09 05/14/09
purchase purchase
shares shares
400,000 700,000
2.10 2.00
840,000 1,400,000
Supervisory Board DHV GmbH (Dr Dieter Hahn) Dr Dieter Hahn Dr Erwin Conradi
05/11/09 05/11/09 05/13/09
purchase purchase purchase
shares shares shares
13,000 200,000 521,450
2.00 2.00 2.00
26,000 400,000 1,042,900
Total volume in Euro
6
Q2 Constantin Medien AG Share
Shares held by Board Members as of June 30, 2009 The executive body members Mr Bernhard Burgener (CEO), Dr Dieter Hahn (Supervisory Board Member) and Dr Erwin Conradi (Supervisory Board Member) each held a direct or indirect holding of shares exceeding 1 percent in shares or share
entitlements of the share capital as of June 30, 2009. The number of shares or share entitlements associated with option rights on the part of executive body members and their related parties as of June 30, 2009 is presented below as follows:
Board Management Board
Number of shares
Share entitlements associated with option rights
Bernhard Burgener Rainer Hüther Antonio Arrigoni
4,300,000 10,000 6,279
0 27,397 0
Dr Bernd Thiemann Werner E. Klatten Dr Hans-Holger Albrecht Dr Erwin Conradi Dr Dieter Hahn Martin Wagner
0 33,000 0 5,735,950 2,343,000 30,581
0 0 0 0 0 0
Name
Supervisory Board
7
Interim Group Management Report Q2
INTERIM GROUP MANAGEMENT REPORT
1. Business and General Conditions 1.1 Business activities and Group structure Constantin Medien AG is an international media company based in Ismaning near Munich. The Company traded under the name EM.Sport Media AG until April 6, 2009. Since 2008, the Company holds a stake of 47.3 percent in Highlight Communications AG, Pratteln/Switzerland. On the basis of “de facto control“ (pursuant to IAS 27) exercised in Highlight Communications AG, the shareholding has been fully consolidated as of July 31, 2008. Highlight Communications AG operates in film production, film and TV rights distribution, theatrical film distribution, video/DVD exploitation and TV production. In this connection, its main shareholding is Constantin Film AG, Munich, together with its subsidiaries as well as Rainbow Home Entertainment with its companies in Switzerland and Austria. Moreover, the Highlight Communications AG is also active in the Sportsand Event-Marketing Segment through its 80 percent investment in Team Holding AG, Lucerne/Switzerland. Constantin Medien AG's business activities comprise the following segments: The ”Sports” Segment primarily comprises television activities with the free-TV station DSF Deutsches SportFernsehen, the online activities (mainly the online portal Sport1.de) and the activities of the PLAZAMEDIA group (i.e. PLAZAMEDIA in Germany, Austria and Switzerland) in the production sector. The ”Film” Segment combines the activities of Constantin Film AG and their subsidiaries as well as the Highlight holdings Rainbow Home Entertainment. The Constantin Film group is the major independent German producer and distributor of theatrical films, video/DVD and television films. The operations of Constantin Film AG encompass the production of films and the exploitation of in-house productions and acquired film rights. In exploiting film rights, all steps along the exploitation chain are utilized starting from theatrical to video/DVD platforms and up to television. In-house film
productions are normally distributed worldwide, while co-productions are essentially distributed in German-speaking countries. In addition, the Constantin Film group creates fictional and non-fictional productions for TV stations. The ”Sports- and Event-Marketing” Segment comprises the activities of Team Holding AG, which markets the UEFA Champions League as its main project via its subsidiaries. Additional distribution projects include the UEFA Europa League, the Eurovision Song Contest and the Vienna Philharmonic Orchestra. ”Others” includes the activities of the holding company Constantin Medien AG and the financing activities of EM.TV Finance B.V. As the parent company, Constantin Medien AG is the controlling holding company and responsible for the strategic control of the Group, as well as central functions. Highlight Communications AG is a stock corporation under Swiss law and is listed on the Frankfurt Stock Exchange since 1999. Constantin Film AG is also a listed corporation on the Prime Standard Segment of the Frankfurt Stock Exchange. 1.2 Important events in the second quarter Change of the Company’s name Since April 6, 2009, the former EM.Sport Media AG is trading under Constantin Medien AG. On that day the change in the Articles of Association, which was approved at the extraordinary General Meeting of January 28, 2009, was entered in the Commercial Register (Munich District Court, HRB 148 760) and accordingly became effective. Execution of the cash capital increase The Company's cash capital increase resolved at the extraordinary General Meeting held on January 28, 2009 was successfully executed in the second quarter 2009. The subscription period began on April 24, 2009 and ended on May 7, 2009. Subsequently, the share capital increased from 77,938,420 Euro by 7,192,360 Euro (+9.2 percent) to 85,130,780 Euro against issuance of up to 7,192,360 bearer shares. 8
Q2 Interim Group Management Report
The subscription price was 2.00 Euro per share. Therefore, Constantin Medien AG received cash proceeds of 14.4 million Euro (before transaction costs). The new shares were placed in full. As announced, the shareholders, KF 15 GmbH & Co. KG, Dr h.c. Erwin Conradi, Bernhard Burgener and Dr Dieter Hahn, exercised their subscription rights in their entirety. The unsubscribed shares were acquired by selected investors as part of a private placement conducted by the Management Board. Acquisition of IPTV and Mobile exploitation rights to the 1st and 2nd German Soccer Bundesliga On April 23, 2009 the Company announced that Deutsche Telekom AG had sub-licensed its audio-visual broadcasting rights for IPTV and Mobile to the 1st and 2nd German Soccer Bundesliga for the seasons from 2009/2010 until 2012/2013 to the Constantin Medien Group. The Company operates a new Bundesliga channel under the name LIGA total! broadcasting all 612 soccer matches of the 1st and 2nd Bundesliga. The station will distribute its own live program as part of a feed-in agreement via Entertain, the IPTV offer of Deutsche Telekom, and via MobileTV, which is distributed by T-Mobile. The operator of the Bundesliga live channel is Constantin Sport Medien GmbH, a subsidiary of Constantin Medien AG. Furthermore, Constantin Sport Medien GmbH also renders production-technical services for so-called non-linear exploitation rights, i.e. time shift on-demand services in the IPTV and Mobile sector. Sale of Creation Club (CC) GmbH On June 8, 2009, the Company announced that the Management and Supervisory Boards of Constantin Medien AG had decided to sell Creation Club (CC) GmbH to Premiere group (now: Sky Deutschland group). The transaction was finalized on July 3, 2009 (closing). The contractually agreed base purchase price in the amount of 15.3 million Euro is payable over several installments until 2013 and is mostly secured by a bank guarantee. CREATION CLUB was a 100 percent subsidiary of PLAZAMEDIA GmbH TV- und Film-Produktion.
9
Decisive for the sale of the creative agency is the circumstance that Sky Deutschland plans on the mid-term to assign these tasks in-house. Since CREATION CLUB generates a major portion of its sales on the basis of a framework agreement with Sky Deutschland and this agreement expires in 2012, CREATION CLUB should have expected substantial sales losses starting with the expiration of the agreement. Earnings/Budget divergences in the Sports Segment On June 30, 2009, Constantin Medien AG announced that the earnings in the Sports Segment for the entire year 2009 will fall short of the budget by an amount on the lower end of a two-digit million Euro scale. This shortfall will probably be compensated by an extraordinary gross income of 30 million Euros resulting from a settlement of parts of the claims raised against former Management and Supervisory Board Members of the Company. In this context, the Company has received a final settlement agreement from the principle underwriting insurance company; signature will shortly follow. The binding force of the settlement of parts is still subject to the approval of an extraordinary shareholders’ meeting of Constantin Medien AG, which shall be called at short notice. The Management and Supervisory Boards are confident to achieve such approval. Restructuring of the Sports Segments and management changes On June 30, 2009, Constantin Medien AG's Supervisory Board moreover approved the Management Board's plans to restructure the Sports Segment. This includes the realignment of the management structure of the segment, the reduction of Management Board Members, a more direct control of DSF by the Management Board, and cost savings. Mr Bernhard Burgener, CEO, has since then been responsible for all operating activities of the Group. Mr Rainer Hüther, responsible Board Member for the Sports Segment to date, resigned the Management Board on June 30, 2009 based on a mutual understanding. He will continue to render services as an advisor for the Group. Since that time, the Management Board of Constantin Medien AG comprises Bernhard Burgener (CEO) and Antonio Arrigoni (CFO).
Q2
Also, Mr Oliver Reichert, managing director of DSF, resigned from the Constantin Medien Group based on mutual understanding. His post has been taken over by Mr Zeljko Karajica with effect from July 1, 2009. Together with Mr Florian Nowosad, he also remains managing director of the Group company PLAZAMEDIA GmbH TV- und Film-Produktion. In addition, since July 1, 2009, Mr Karajica and Mr Nowosad are the managing directors of Constantin Sport Medien GmbH, which operates the new Bundesliga live channel LIGA total!. Furthermore, with effect from May 20, 2009 and July 1, 2009, respectively, Mr Markus Maximilian Sturm became the new financial managing director of the three sports companies PLAZAMEDIA, DSF and Constantin Sport Medien. Annual General Meeting of Constantin Film AG At Constantin Film AG's Annual General Meeting held on April 21, 2009, the shareholders voted with 99.92 percent to transfer the shares held by the minority shareholders of Constantin Film AG to the major shareholder, Highlight Communications AG, in return for an appropriate cash compensation pursuant to §§ 327a ff. AktG (Squeeze-out request). The cash payment determined by Highlight Communications AG in March 2009 for the transfer of the minority shareholders' shares amounts to 17.64 Euro per share of Constantin Film AG. After this transaction is executed the delisting of Constantin Film AG is planned. Several shareholders filed complaints against the transfer of shares held by the minority shareholders of Constantin Film AG to Highlight Communications AG in return for an appropriate cash compensation pursuant to §§ 327a ff. AktG, against resolutions concerning the release of the Management and Supervisory Boards and against the approval for a Control and Profit Transfer Agreement between Constantin Film AG and Constantin Music GmbH. The complaints have been brought before the Regional Court in Munich and are interlinked. 1.3 Overall economic conditions The fierce economic downswing in Germany slowed down in the second quarter of 2009. The second quarter saw growth
in the gross domestic product (GDP) in Germany of 0.3 percent against the first quarter, although a price-adjusted minus of 5.9 percent arose in comparison to the same quarter last year. While the first quarter was hit by a strong drop in industrial production, the subsequent months showed several positive signals for a weakening of the recession. In particular, new orders and production in the German economy were unexpectedly on the high. In addition positive signals came from exports. Even on the basis of a more positive economic development, for the second half of 2009 experts are still predicting a drop in the GDP of about 6 percent for the entire year, resulting in the most severe recession since the formation of the Federal Republic of Germany. Despite the initial signs for a weakening of the economic downturn, a trend reversal cannot yet be anticipated. Also, the global economy demonstrated signals of stabilization for the first time in the second quarter. In the Euro zone, a slight minus of 0.1 percent arose in the second quarter against the first quarter of 2009. However, experts predict the recession to continue at least into 2010. The already sustainable permanent stabilization of the crisis-afflicted banking sector is forecasted to need several more quarters. Sources: Federal Statistical Office, Notification dated August 13, 2009 – Statistical Agency Eurostat, Notification dated August 13, 2009 – Association of German Banks, Economic Report July 2009 – European Central Bank, monthly report for July 2009 – Frankfurter Allgemeine Zeitung, newspaper article dated July 20, 2009: ”Das Ende der Rezession ist in Sicht”
1.4 Sector-specific conditions 1.4.1 Sports Segment Television: In the German TV advertising market, the gap between the gross and net advertising revenues has further enlarged due to the increasingly fiercer competition among the TV air-time marketers and from the spreading of the advertising crisis. This was not only demonstrated by smaller broadcasters with an aggressive pricing policy, but also more and more from the marketers of large broadcasting groups. In general, a significant decline in the advertising market revenues is predicted for 2009.
10
Q2 Interim Group Management Report
Production services: The persistently negative macroeconomic conditions also noticeably affected the performance of the German TV production market in the second quarter. Especially the customer's increasingly higher cost awareness further worsened the market situation compared to the previous year. The demand for digital special interest channels and innovative media products continued to grow. The general quality and innovation awareness of customer benefits established production companies like the PLAZAMEDIA group. In addition a revival in the pay-TV market has been noted from the moving images strategy of Deutsche Telekom. Also, a demand development towards interactive, digital and mobile services is being observed. Therefore, longstanding experience and high technological standards continue to be factors of success on the market. Online: The negative economic performance during the first half of 2009 left noticeable marks on the online advertising market. Thus, growth in the online advertising market was by far lower in the first five months than in the same period last year. In June, the advertising volume fell – for the first time since the history of online advertising – below the previous year's level. This was additionally impacted, because the crisis not only adversely affected the booking volume, but the media planning as well. Hence, bookings are almost solely made on a quarterly or monthly basis; long-term commitments are becoming increasingly more seldom. 1.4.2 Film Segment TV service production: The drastically lower advertising revenues have been the main cause of the crisis being suffered in the media sector. As before, all German TV stations or TV networks are pursuing tough cuts plans. Even the TV service production of Constantin Film AG is currently feeling the not precisely quantifiable challenges. Theatrical distribution: The first half year of 2009 was the best in over five years in the German theatrical industry. Theatrical admissions increased by 7.5 percent to 62.8 million viewers against the same period last year. The corresponding sales even saw a 13.5 percent jump from 360.8 million Euro 11
in the first half of 2008 to 409.5 million Euro (Nielsen EDI). The second half could also prove to be even more successful on the basis of promising film releases. However, an admission market share of almost 30 percent in German productions – as in the first three months of 2009 – could not be achieved in the second quarter. This was entirely due to the absence of attractive domestic film titles. Consequently, the most successful film of the second quarter was only able to reach a little more than 150,000 viewers versus the complete lineup of million-marker admissions posted in the first quarter (”The Reader”, ”Männersache”, ”Hexe Lilli – Der Drache und das magische Buch”). From a half-year perspective, the German productions nevertheless still hit a box office admissions share of a solid 22.5 percent. In all, 22 film titles jumped over the million marker hurdle from January through June 2009. Home Entertainment: The German home entertainment market demonstrated a similarly positive performance like the theatrical industry in the first half of 2009, even though with slightly lower growth rates. Based on evaluations from the German market research institution ”Gesellschaft für Konsumforschung” (GfK), industry sales rose to 690 million Euro – despite the challenging economic environment – in the first six-month period, translating into a plus of 3.0 percent against the prior-year period (670 million Euro). The upswing was carried by the video sell-through market, which posted a new sales record of 47.0 million storage mediums sold, surpassing the prior year's figure (44.7 million Euro) by more than 5 percent. As before, the largest share by far of the half-year sales came in at 530 million Euro (First half-year 2008: 532 million Euro) from conventional DVDs. However, the high-definition Blu-ray format significantly gained in momentum with sales more than tripling year-on-year. License trading/TV exploitation: The fall in TV advertising revenues and the ongoing restructuring by leading German TV broadcasting networks continue to complicate the sales potential for TV rights. In particular, private TV stations, which have been hit the hardest by declining sales in the TV advertising market, have intensified their cost cuts, not least with regards
Q2
to programming. Alongside the difficult situation on the advertising market, broadcasters are also struggling with decreasing sales of their products abroad. The TV stations are nonetheless transmitting more and more repeats during the crisis. Constantin Film AG's library could profit from this development. 1.4.3 Sports- and Event-Marketing Segment Even though uncertainties in the markets for Sports- and Event-Marketing rose due to the worsened overall macroeconomic conditions, live rights in the media sector for first-rated events, especially in top sports like soccer, continue to be in demand. 1.5 Controlling system and performance indicators The Management Board of Constantin Medien AG, the group parent company, is responsible for the strategic course and the control of the Group. With respect to the Group companies in the Sports Segment, the managing directors of each subsidiary are operationally responsible. The controlling of the companies within this segment is conducted through shareholders' meetings, advisory boards or similar bodies. Both financial key control indicators and non-financial performance indicators are of importance for the Constantin Medien Group's business success. For further details, please refer to Chapter 1.7 in the Combined Management Report as of December 31, 2008. Highlight Communications AG as a stock corporation subject to Swiss law and its subsidiary, Constantin Film AG, as a stock corporation under German law, are autonomously managed by the Board of Directors and the Management Board, respectively. As a shareholder, Constantin Medien AG exercises control in the Highlight group by means of its 47.3 percent interest. 1.6 Business performance and situation of the Group's segments 1.6.1 Sports Segment As previously communicated on June 30, 2009, the significant budget divergence, in particular in the television busi-
ness suffering from declining advertising market, has caused sales and earnings in the Sports Segment for the first half of 2009 to be substantially below the previous year and the budget. Consequently, the restructuring of the Sports Segment was initiated (mainly the TV station DSF), which also includes the streamlining of the management structure, the realignment of DSF and cost savings measures (see Chapter 1.2). Television: DSF's sales for the second quarter remained considerably below plan and the prior year's figure. Both of the important sources of sales, advertising and diversification income (added-value services, DRTV and Call-in), were impacted. Classic advertising income suffered from the worsened economic crisis and the drop in investment willingness by advertisers. Diversification income was affected by the sweepstakes shows legislation, effective since February 2009, which resulted in restrictions on the call-in formats. Planned, intensified programming investments such as in the motorsports series MotoGP, the Ice Hockey World Championship, the Confederations Cup and the additional matchday in the Bundesliga led to higher license expenses for DSF compared with the previous year. These investments initially weigh-down earnings, but are necessary in order to maintain a stable market share also on the long run. The station's earnings in the second quarter remained significantly behind the previous year's figure. Based on a half-year analysis, DSF considerably missed the sales and earnings expectations. DSF posted a total market share of 1.1 percent of all viewers in the second quarter and 1.8 percent from the target group of males aged 14 to 49. With these figures, DSF is 0.2 percentage points above both figures for the same period in 2008. This growth arose from the exciting season finale of the soccer Bundesliga in May 2009, transmission rights to the Confederations Cup and the European Under-21 Championship in June 2009. Based on the Bundesliga title race special on the 32nd matchday, DSF achieved a market share of 11.0 percent of all viewers and 12.1 percent in the target group.
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Bundesliga live channel LIGA total!. PLAZAMEDIA succeeded in maintaining the customer base on a constant level during the first half of 2009. However, low orders volume was posted in most of the production departments. Several customers considerably downsized their programming activities.
UEFA European Under-21 Championship Semi-final in Gothenburg: England vs. Sweden
The frontrunner was DSF's talkshow ”Doppelpass – Die Krombacher-Runde” broadcast on May 3, with a market share of 11.2 percent (total viewers) and 14.5 percent in the target group of males aged 14 to 49.
By contrast, orders were expanded, for example, from the cooperation with Disney or to a lower extent in pay-TV as well as in instore-TV meaning the production of digital media contents, which are applied at the point of purchase for entertainment or advertising purposes. In the second quarter, PLAZAMEDIA further expanded its technological innovative strengths, especially in the high-definition (HD) area. Since the start of the Bundesliga 2009/2010 season, PLAZAMEDIA operates the first studio fully equipped with HD technology for the channel LIGA total!.
Top rankings in other sports were achieved by DSF in the second quarter from the boxing match between Timo Hoffmann and Francois Botha – up to 1.1 million viewers watched the fight live on DSF. Moreover, the MotoGP broadcasting and the Ice Hockey World Championship led to strong coverage, as anticipated. The news format ”DSF Aktuell” once again improved in the reporting period. For the coming 2009/10 season, DSF and the TOYOTA Handball Bundesliga intensified their longstanding cooperation. DSF secured an extensive rights package for four years with an option for two additional seasons. This additionally includes sublicense rights and Internet rights for national and international marketing. The agreement prescribes the production and broadcasting of at least 176 live matches, of which 91 are live on TV and 85 are shown via Internet. Production services: PLAZAMEDIA's positioning as a highlyinnovative full-service provider has continued to have a stabilizing effect, especially in the currently difficult environment. Thus, many promising projects were acquired in the second quarter. And not least, this included the award for the realiza-tion and extensive preparations for the new 13
HD-Studio LIGA total!
Due to the tightened conditions on the German production market, sales posted by PLAZAMEDIA group in the second quarter were behind expectations. As a consequence of strict cost management the EBIT was however in line with budget. Because of the overall economic development, the ongoing restraint by broadcasters in their programming and production projects and the fact that more extensive services were rendered for the UEFA EURO 2008™ compared to the same period in 2008, the PLAZAMEDIA group's sales and earnings in the
Q2
second half of 2009 were behind the previous year's figures. Online: Sport1 GmbH and the fellow subsidiary AdImpulse Media GmbH, being its marketeer, deeply felt the impact of the economic recession in the first half of 2009. Uncertain expectations regarding future consumption willingness led to a notably lower willingness to invest in Internet advertising. Consequently, Sport1 and AdImpulse were forced to take sizable sales losses in the first half of 2009, particularly in the areas of content-syndication, services and dialog-marketing, but also in sponsoring, compared to the same half year period in 2008. As a result of cost reductions, mostly in materials and personnel costs, the sales losses were largely offset. Earnings from the online sector were only slightly behind the same period last year. The sales and earnings performance in the second quarter was also below the prior year's level. However, the cost cuts undertaken had a positive counter-effect on the sales decline. The quarterly earnings were slightly behind the amount for the same period last year. Since the relaunch of the website in August 2008, the positive coverage development of Sport1 continued into the first half of 2009. In the period from January through June, both the number of visits and page impressions progressively increased. In June, Sport1 reported a total of around 26 million visits and 190 million page impressions (source: IVW). Accordingly, the usage intensity substantially increased against the same period last year. Even though an official evaluation from the German online research institute (”Arbeitsgemeinschaft Online Forschung”, AGOF) for the second half of 2009 is not yet available, the number of unique users was down from the same period in 2008. The cooperation agreement with DFL, in existence since three seasons for the editorial reporting of Bundesliga.de, was extended effective as from the just started 2009/2010 soccer season. 1.6.2 Film Segment In the theatrical production division, Highlight's subsidiary
Constantin Film AG anticipates to realize 14 German and two international in-house and co-productions in the current year. Subsequently, the year 2009 will be the most production-intensive year in Constantin's company history. Thus, the second quarter alone saw the shooting of five film projects, including ”Jerry Cotton”, a production by Constantin Film's majority holding Rat Pack. The film is based on the paperback novels of the same name, published by Bastei. The release of the film is scheduled for the first quarter of 2010. In mid-May, the first take was made on the Constantin Film co-production ”Tiger Team – Der Berg der 1000 Drachen”, based on the popular series of books for young people from the Austrian author, Thomas Brezina, featuring – amongst others – the actress Iris Berben in one of the main roles. Also in midMay, shooting began on ”Freche Mädchen 2”, a sequel to the successful teenager comedy, which fascinated more than one million theatrical admissons in 2008. The theatrical release of the film in Germany is expected in summer 2010. The second quarter saw the production start of ”Habemus Papam”, a documentary about Pope Benedict XVI and the Vatican. The film's release is planned for Easter 2010. In the third-party production area, Constantin Film AG secured the German language exploitation rights to four top films in the first half of 2009. The erotic thriller ”The Resident” featuring Oscar® winner Hilary Swank in the leading role is expected to be completed by the end of 2010. The same applies to ”13”, an exciting thriller featuring stars such as Jason Statham and Mickey Rourke. The historical action film ”Centurion” and the romantic comedy ”The Baster” with Jennifer Aniston and Jason Bateman in the leading roles are expected to be finished as early as the beginning of 2010. Constantin Film AG plans to launch ”The Baster” in the same year in Germany. Constantin Film AG's TV service production business field succeeded in holding a stable course in the first half of 2009 despite the difficult market conditions. Hereby, the success fully introduced productions and brands as well as the continual expansion of Constantin Entertainment abroad all had positive effects. 14
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The Constantin Film majority holding MOOVIE – the art of entertainment is preparing two new films for ZDF featuring the Johannes Mario Simmel series, which will air in the coming year. At the end of June the Constantin Film majority holding Rat Pack started the production on the sequel to the successful Sat.1 TV-event ”Das Wunder von Loch Ness”. The new film ”Die Legende von Loch Ness” will be shot in this summer in Munich and Austria. The Constantin Film subsidiary Olga Film has been working over the past months on another episode to the ZDF criminal series ”Kommissarin Lucas”.
Scene from ”Die Wilden Hühner und das Leben”
In the TV entertainment field, the court show ”Richter Alexander Hold”, produced by the Constantin Film subsidiary Constantin Entertainment for Sat.1, continued to achieve excellent ratings with market shares of between 18 and 20 percent. For RTL, Constantin Entertainment produced two episodes of the comedy show ”Comedians packen aus”; the airdates have not yet been fixed. Furthermore Constantin Entertainment produced the entertainment event ”60 Jahre Deutschland” for ZDF hosted by Thomas Gottschalk. The business field theatrical distribution profited in the first half-year period from the positive performance on the German theatrical market. With a total market share of sales of 6.6 percent, Constantin Film AG once again proved to be the market leader among the domestic independent distributors. The distribution focus was clearly in the first quarter, with a total of six film releases in German theaters. By far the most successful Constantin in-house production ”Männersache”, with nearly 1.8 million viewers, advanced to the position of the purely German film with the biggest audience. To-date, only the German-American co-production ”The Reader” registered more admissions. An exceedingly solid performance was also delivered by the Constantin co-production ”Die wilden Hühner und das Leben” thrilling audiences of nearly one million viewers. The same applies for the theatrical film adaption of the bestselling book for young people ”Vorstadtkrokodile”, starting at 15
Scene from ”Vorstadtkrokodile”
the end of March, which fascinated more than 600,000 viewers. In the second quarter, Constantin Film AG launched only one film under the license title ”Defiance”, in order to place – as in the past – the emphasis of distribution activities on the second half of the year, which is the period with the most box office admissions. Home Entertainment: In the growing market for home entertainment products, the Highlight group further strengthened its market position in the first half of 2009 with the attractive line-up for 2009 and numerous high-quality secondary commercialisation. In the German video sell-through market, together with the distribution partner Paramount Home Entertainment, a market share of 9 percent was attained. In the rental market, the joint market share even hit 12 percent.
Q2
The program highlight to-date was the new release of the Bernd Eichinger production ”The Baader Meinhof Complex”, which sold 250,000 copies in the German-speaking regions already by the end of June. Based on this sales volume, the RAF drama became the most successful German video release of the first six months in 2009. Top titles of the second quarter included ”A Year Ago Winter”, honored with the German Film Award in silver, from the director Caroline Link and the drama ”A Woman in Berlin” starring Nina Hoss in the leading role. In the license trading/TV exploitation division Constantin Film AG predominately reached sales in the first half of 2009 from the licensing of TV rights to the own and co-productions: ”Fantastic Four – Rise of the Silver Surfer”, ”Hui Buh – Das Schlossgespenst”, ”Perfume – The Story of a Murderer”, ”Warum Männer nicht zuhören und Frauen schlecht einparken” and ”Resident Evil: Extinction” as well as the license titles ”Lucky Number Slevin”, ”Grandma’s Boy” and ”Step Up”. 1.6.3 Sports- and Event-Marketing Segment The activities of the Highlight subsidiary TEAM in the second quarter focused on both the marketing of commercial rights to the UEFA Champions League and the new UEFA Europa League for the 2009/2010 to 2011/2012 seasons as well as major events handled by TEAM.
Bremen broadcasted on May 20th was to the fore. The highlight of the European club soccer season traditionally comprised the final match of the UEFA Champions League, which took place on May 27th in Rome between FC Barcelona and Manchester United. Furthermore, in June TEAM was respon-
UEFA Champions League Final in Rome: FC Barcelona vs. Manchester United
sible for the TV area of the European Under-21 Championship in Sweden, which achieved great response throughout Europe – but especially on the winner's homefront in Germany. In the music sector, TEAM focused on the 54th broadcast of the Eurovision Song Contest from May 12 to May 16, 2009 in
The marketing of TV rights for the two most prestigious competitions in European club soccer is currently in the final phase. Due to the professional handling by TEAM, the worldwide coverage of the UEFA Champions League and the UEFA Europa League is – just before the 2009/2010 season – secured. In the sponsoring sector of the UEFA Champions League, UEFA announced the final sale of all six available rights packages. considering the difficult market conditions, this announcement enjoyed very positive feedback. Alongside the new partner UniCredit, the longstanding sponsors Heineken, Sony, MasterCard, PlayStation and Ford all renewed their commitments for the premier soccer class for another three-year period.
Eurovision Song Contest in Moscow: Winner Alexander Rybak from Norway
From an operating view, in soccer, the final match of the UEFA Cup in Istanbul between Shakhtar Donetsk and Werder
Moscow. The finale on Saturday evening once again achieved outstanding ratings in many European countries. This was followed on June 4, 2009 with the summer night's concert 16
Q2 Interim Group Management Report
of the Vienna Philharmonic Orchestra, a cooperation of TEAM since the past year. The open-air event in the unique surrounding in the park of Schönbrunn Palace not only fascinated approximately 100,000 guests on site, but was also enjoyed at home by many classical music enthusiasts in over 50 countries.
liabilities for the first time. These positions relate to assets and liabilities of the companies Creation Club (CC) GmbH and TRIDEM SPORTS AG. The sale of Creation Club (CC) GmbH to the Sky Deutschland group was executed on July 3, 2009. On the basis of an agreement dated July 17, 2009, Constantin Medien AG sold its shareholding in TRIDEM SPORTS AG to the co-shareholder Christian Pirzer with effect from July 1, 2009.
2. Results of Operations, Net Assets and Financial Position of the Group
2.2 Overall assessment of the reporting period In a continued difficult and challenging economic environment, the Constantin Medien Group's segments reported a differentiated business performance in the first half of 2009. The Film and the Sports- and Event-Marketing Segments' performances for the first six months were in line with the budgets despite the persistent financial crisis and recessionary fears. By contrast, the Sports Segment concluded the second quarter – as already announced on June 30, 2009 – with significant budget divergences. In particular, the television business acutely suffered from the shrinking advertising market and declining diversification income, which caused the Segment's sales and earnings for the first half-year period to be substantially below the previous year's amount and the budget. Consequently, a restructuring of the Sports Segment was immediately initiated including streamlining the management structures, the restructuring of DSF and cost reductions (refer to Chapter 1.2).
2.1 Basis of accounting and reporting presentation The accompanying unaudited interim financial statements as of June 30, 2009 has been prepared in conformity with the International Financial Reporting Standards (IFRS). For details regarding the accounting, refer to Chapter 2 of the Notes to the consolidated interim financial statements. In the second quarter, Constantin Medien AG resolved to recognize a change in accounting with respect to the acquisition of minority interests pursuant to IAS 27 together with IAS 8.14. This deals with a change to be recognized retrospectively. For more details refer to the presentation and explanation of the change in accounting in Chapter 3 of the Notes to the consolidated interim financial statements. The full consolidation of Highlight Communications AG as of July 31, 2008 has a material impact on the consolidated balance sheet, consolidated profit and loss account and the consolidated cash flow statements of Constantin Medien AG.
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Subsequently, a direct comparison of the balance sheet positions as of June 30, 2009 with those as of December 31, 2008 is possible, but not a direct comparison of the profit and loss accounts and the cash flow statements between the six months ending June 30, 2009 and June 30, 2008, respectively.
Group sales for the first half-year period of 227.8 million Euro were nearly twice as high as the prior year's amount following the inclusion of the Highlight group, which was not contained in same period last year. The operating earnings (EBITDA) stand at 33.1 million Euro. The Group closed the first half of 2009 with a net loss attributable to the shareholders of 4.6 million Euro, which was largely due to the Sports Segment's below-budget performance and IFRS amortization charges for assets arising from the purchase price allocation (PPA) in connection with the acquisition of Highlight shares.
As of June 30, 2009 Constantin Medien AG has reported ”non-current assets and disposal groups held for sale” and ”liabilities directly associated with non-current assets and disposal groups held for sale” under current assets and current
The Management Board unalteredly assumes that the anticipated budget shortfall in the Sports Segment for the calendar year 2009 will be compensated by a settlement of parts of the claims raised against former Board Members.
Q2
2.3 Sales and earnings performance The Constantin Medien Group generated sales of 227.8 million Euro in the first half of 2009. The sharp period-onperiod rise (115.0 million Euro) exclusively relates to the full consolidation of the Highlight group, which was not contained in the same period last year. Group sales for the second quarter stood at 106.9 million Euro (Q2 2008: 63.2 million Euro). Other operating income came in at 4.8 million Euro for the half-year period. The previous year's amount of 9.5 million Euro was impacted by a one-time income amount of 2.7 million Euro arising from the termination of sportsbetting activities and from other income totaling 1.8 million Euro. The cost of materials and licenses, which makes up the largest expense item, reached 117.8 million Euro after six months (H1 2008: 63.5 million Euro). This resulted in a virtually linear allocation of the expenses over the first and second quarter. Personnel expenses amounted to 52.6 million Euro in the first half of 2009 (H1 2008: 28.0 million Euro). Group earnings before interest, taxes, depreciation and amortization (EBITDA) stand at 33.1 million Euro for the six-month period (H1 2008: 12.7 million Euro). Thereof, 9.9 million Euro represented the second quarter (Q2 2008: 11.8 million Euro). Amortization, depreciation and impairment totaled 42.3 million Euro for the first six months (H1 2008: 5.0 million Euro) and include amortization charges of 12.3 million Euro for assets arising from the purchase price allocation (PPA) in connection with the acquisition of shares in Highlight Communications AG. Thereof, 5.3 million Euro represented the second quarter 2009. Other operating expenses amounted to 29.5 million Euro for the first six months (H1 2008: 20.4 million Euro). Group earnings before interest and taxes (EBIT) from continuing operations totaled -9.2 million Euro for the first six-month period (H1 2008: 7.7 million Euro). Thereof, a negative EBIT
of 8.2 million Euro arose in the second quarter, which, among others, reflects the budget shortfalls of the Sports Segment (Q2 2008: 9.3 million Euro). The financial result accounted for a positive figure of 2.2 million Euro for the first half of 2009 following a negative balance of 6.5 million Euro in the first half of 2008. Thereof, financial income in the amount of 7.8 million Euro largely resulted from the buy-back of 2.9 million convertible shares of the convertible bond 2006/2013. The repurchase mainly occured in the first quarter. The previous period's financial result of -6.5 million Euro was impacted by impairment losses of 2.5 million Euro in the first quarter of 2008 for an option agreement. The second quarter financial result in 2009 amounted to -0.9 million Euro following -2.3 million Euro in the same period last year. The pre-tax profit from continuing operations stand at -6.8 million Euro for the first half of 2009 (H1 2008: 2.0 million Euro). The second quarter pre-tax earnings in 2009 amounted to -9.1 million Euro (Q2 2008: 7.1 million Euro). After inclusion of tax income of 0.3 million Euro (H1 2008: positive tax balance of 3.3 million Euro), the Group reports half-year earnings from continuing operations of -6.5 million Euro (H1 2008: profit of 5.3 million Euro). Corresponding after-tax earnings for the second quarter totaled -7.5 million Euro (Q2 2008: 9.1 million Euro). The result from discontinued operations nearly stood at nil and comprise the discontinued musical activities of Life On Stage GmbH. Earnings attributable to shareholders' interests totaled -4.6 million Euro in the first half-year period following 0.7 million Euro in the same period last year. This corresponds to negative earnings per share of 6 cents Euro (diluted and basic) versus a profit of 1 cent Euro in the first half of 2008. 2.4 Segment performance The Sports Segment posted sales of 89.3 million Euro for the first half of 2009 or 22.3 percent below the prior year's figure 18
Q2 Interim Group Management Report
(114.9 million Euro). The reduction is predominantly due to DSF and reflects the currently weak advertising market in Germany and its impact on classic advertising and diversification income. The Sports Segment’s earnings of -1.5 million Euro were significantly under the previous year's amount (10.6 million Euro), whereby the second quarter closed with a loss of 3.3 million Euro. Therefore, after the first six months of 2009 the Sports Segment performed notable below the budget.
Constantin Film group, mostly in-house productions (December 31, 2008: 187.0 million Euro).
The Film Segment (not included in the previous year's sixmonth period) reports sales of 110.0 million Euro for the first half of 2009. Segment earnings of -5.0 million Euro were considerably impacted by the amortization of assets arising from the purchase price allocation (PPA).
Goodwill stands at 43.9 million Euro and largely relates to the remaining goodwill from the acquisition of the investment in Highlight Communications AG. The decrease compared to the adjusted figure as of the end of 2008 of 52.6 million Euro is the result of the reclassification of Creation Club (CC) GmbH's goodwill amount to the position ”non-current assets and disposal groups held for sale”. The sale of the group company has been executed in the third quarter.
For the six-month period the Sports- and Event-Marketing Segment reported sales of 28.5 million Euro and earnings of 1.9 million Euro, which were also affected by amortization charges from the PPA. Others, which mainly reports the activities of the holding company Constantin Medien AG, reported earnings of -4.6 million Euro for the first six months following -2.9 million Euro in the same period the year before. The higher prior period's earnings were impacted by the earnings from the deconsolidation of the sportsbetting activities (0.7 million Euro after write-downs to a remaining loan) and other income of 1.8 million Euro. 2.5 Net assets As of June 30, 2009, the Group reported a balance sheet total of 635.7 million Euro, which was 47.6 million Euro below the adjusted figure at year-end 2008 (683.3 million Euro). The reduction of the balance sheet total as of June 30, 2009 largely arose from the buy-back of convertible shares and the repayment of current financial liabilities. Non-current assets of 357.8 million Euro are shown on the assets side as of June 30, 2009 compared with 381.9 million Euro (adjusted) as of December 31, 2008. The largest single item are the film assets (187.8 million Euro), reflecting the production and license trading activities of the
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Other intangible assets of 97.8 million Euro (December 31, 2008: 109.0 million Euro) primarily relate to the agreements of the Highlight subsidiary TEAM for the marketing of the UEFA Champions League and the UEFA Europa League as well as the brand name "Constantin".
The decrease in tangible assets of 2.3 million Euro periodon-period is largely due to the reclassification of Creation Club (CC) GmbH's tangible assets to the position ”non-current assets and disposal groups held for sale”. The other non-current asset positions did not materially change compared to the previous period. Current assets amounted to 277.9 million Euro at the end of the second quarter and thus 23.0 million Euro below the amount at the end of 2008 (300.9 million Euro). Trade accounts receivable and other receivables stood at 95.0 million Euro at the end of the first half of 2009 following 102.8 million Euro at the end of 2008. The decrease in other financial assets from 22.7 million Euro to 0.7 million Euro relates to the maturity of time deposits of the Highlight group and the reclassification of these items to cash and cash equivalents. Liquid funds stood at 156.3 million Euro as of June 30, 2009 versus 165.9 million Euro at the end of 2008. This was primarily due to the repayment of current financial liabilities and the buy-back of convertible shares. An opposite effect came from the repayment of time deposits and the capital increase executed in May 2009.
Q2
The separately shown position for assets from discontinued operations contains 0.1 million Euro for the musical production company Life On Stage GmbH (December 31, 2008: 0.5 million Euro). 2.6 Financial position On the liabilities side of the balance sheet, Group equity remained almost unchanged at 106.6 million Euro as of June 30, 2009 compared to the adjusted figure as of the end of 2008 (106.1 million Euro). The rise in subscribed capital of 77.9 million Euro to 85.1 million Euro relates to the capital increase carried out in the second quarter. The Group reported an equity ratio of 16.8 percent as of June 30, 2009 or 1.3 percentage points above the figure at the end of 2008. Non-current liabilities declined by 20.9 million Euro to 102.4 million Euro period-on-period. This was caused by the reduction in financial liabilities to 61.4 million Euro (December 31, 2008: 81.9 million Euro), which was primarily the result of the buy-back of 5.25% convertible bonds 2006/2013 by the Company. In addition, non-current liabilities in the amount of 5.0 million Euro were reclassified as current liabilities. The non-current deferred tax liabilities in the amount of 37.2 million Euro (December 31, 2008: 37.0 million Euro) primarily contain tax accruals of film assets as well as intangible assets accounted for as a result of the purchase price allocation. Current liabilities amounted to 426.3 million Euro at the end of the six-month period following 453.5 million Euro at the end of 2008 (-27.2 million Euro). Financial liabilities, which mostly relate to the Highlight group, declined by 18.7 million Euro to 222.5 million Euro. This was caused by repayments made by Constantin Medien AG and the Highlight group.
attributable to the film and TV productions of Constantin Film AG. The line item ”liabilities directly associated with non-current assets and disposal groups held for sale” refers to the liabilities of Creation Club (CC) GmbH and of TRIDEM SPORTS AG. Liabilities from discontinued operations of 0.4 million Euro relate to Life On Stage GmbH (December 31, 2008: 0.5 million Euro). 2.7 Liquidity status For the first half of 2009, the Constantin Medien Group reports a positive operating cash flow of 34.1 million Euro (H1 2008: 1.1 million Euro). This was predominantly due to amortization and depreciation on non-current assets (42.3 million Euro) and a decrease in trade accounts receivable. Cash flow from investing activities totaled a minus 18.1 million Euro (H1 2008: -42.2 million Euro). Payments for current investments in film assets (36.8 million Euro) were offset by the inclusion of proceeds from matured time deposits (21.8 million Euro). The previous year's cash outflow mainly related to payments for the purchase of financial assets, predominantly for the acquisition of additional shares in Highlight Communications AG. The Group's financing activities generated a cash outflow of 25.0 million Euro for the first six months (H1 2008: inflow of 19.5 million Euro). Hereby, the outflows for the repayment of financial liabilities and the buy-back of convertible shares were higher than the inflow from the capital increase. The cash flow for discontinued operations amounted to -0.1 million Euro (H1 2008: -2.8 million Euro). In total, the Group reported a negative cash flow of 9.1 million Euro for the first half of 2009 (H1 2008: -24.4 million Euro).
Advance payments received amounted to 60.6 million Euro (December 31, 2008: 53.3 million Euro) and were mostly
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Q2 Interim Group Management Report
3. Employees The Constantin Medien Group had a total of 1,553 employees as of June 30, 2009 (including freelance employees). Thereof, 826 employees represent the activities of the Sports Segment and Others and 727 employees represent the Highlight group. On the same date last year, the Group employed 1,026 persons (excluding the Highlight group). The number of permanent employees across the Group totaled 1,168 at the end of the six-month period; thereof, 674 related to the activities of the Sports Segment and Others. The drop in the number of employees as of June 30, 2009 is mainly due to the seasonal decrease in project-related staff, in particular in the Film Segment, and due to off-season of the Bundesliga also in the Sports Segment.
4. Addendum Report New Supervisory Board Members elected At the ordinary Annual General Meeting of Constantin Medien AG held on July 1, 2009, Mr Fred Kogel and Mr Jan P. Weidner were elected as new Members to the Supervisory Board. They succeed Dr Bernd Thiemann and Dr Hans-Holger Albrecht, who rotated out of the Board as of the end of this General Meeting. The General Meeting acknowledged their services, in particular those of Dr Thiemann, who had been the Chairman of the Supervisory Board of Constantin Medien AG and its predecessor companies since 2001. Subsequently the Supervisory Board elected Mr Kogel the new Chairman of the Board. Spin-off of license, dubbing and co-production agreements With a majority of more than 99 percent, the General Meeting of July 1, 2009 approved the 7th agenda topic (Resolution on the approval to spin-off of licence, dubbing and co-production agreements of Constantin Medien AG to RM 2925 Vermögensverwaltungs GmbH as the legal entity). This agreement is related to the conclusion of the divestiture of the former Entertainment Segment to the Belgian media company Studio100.
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A total of three shareholders raised impeachment action or action for cancellations (§ 249 (1) AktG) against the resolution passed at this General Meeting of July 1, 2009. The claims have been instituted at the Regional Court Munich I, 5th Chamber for Matters of Commerce and have been interlinked. Divestment activities With the Closing on July 3, 2009, the sale of Creation Club (CC) GmbH was concluded. The Closing took place following the approval by the German Anti-trust Authorities and payment of the first purchase price installment. Furthermore, according to an agreement dated July 17, 2009. Constantin Medien AG sold its 80 percent shareholding in TRIDEM SPORTS AG to the co-shareholder Christian Pirzer with effect from July 1, 2009 and stopped further financing of the company's activities.
5. Material Transactions with Related Companies and Related Persons during the Reporting Period Please refer to Chapter 13 of the Notes accompanying this interim quarterly report.
6. Risk Report The risk profile of the Constantin Medien Group for the months after the first half of 2009 primarily corresponds with the estimates reported in the consolidated financial statements as of December 31, 2008 and the additional disclosures made in the interim quarterly report as of March 31, 2009. A detailed presentation of the business risks and the Group's risk management system is set forth in the combined management report of the 2008 Annual Report. In addition, reference is made to the risk report of the interim management report of Highlight Communications AG for the sixmonth period ending June 30, 2009. In addition thereto, the following risks are stated:
Q2
With the enactment of the 10th Amendment to the Inter-State Broadcasting Treaty in September 2008, the empowerment basis has been created for the sweepstakes shows legislation adopted by the State Media Authorities in February 2009 in the Sports Segment. This legislation prescribes, among other items, more stringent regulations for call-in formats. Besides the protection of minors, the focus is on raising transparency requirements for sweepstakes and the related transmission formats. The subsequently intensified warnings blended-in had already caused a substantial drop in the number of callers by DSF during the first quarter 2009. It cannot be ruled out that this trend will persist or intensify during the course of the year. Risks in the television sector could also arise from additional regulations placed on advertising, for example, the authorities are increasingly acting against providers of so-called “50 cent sportsbetting“.
assessments made to-date and the findings from the tax audit cannot be ruled out.
7. Opportunities Report The opportunities profile of the Constantin Medien Group for the months after the first half of 2009 primarily correspond with the estimates reported in the consolidated financial statements as of December 31, 2008. A detailed presentation of the opportunities is set forth in the combined management report of the 2008 Annual Report. In addition, reference is made to the opportunities report of the interim management report of Highlight Communications AG for the first six-month period ending June 30, 2009. In addition thereto, the following opportunity is stated:
In addition, the still on-going financial crisis could have a further adverse effect on both classical advertising revenues and diversification revenues (added-value services, DRTV). Moreover, net advertising revenues could continue to further be adversely affected by increasingly aggressive discount policies across all media platforms. The agreements in place with Kabel Deutschland Vertrieb und Service GmbH, Unitymedia NRW GmbH and Unitymedia Hessen GmbH & Co. KG for the analog and digital cable transmission of DSF's programming signal will each end as of December 31, 2009. Negotiations are currently in progress with these cable network operators for renewing these agreements starting January 1, 2010. In the event that corresponding agreements cannot be concluded, the transmission via cable to the federal states and regions, in which for the feedin of DSF appropriate regulatory stipulations are not mandatory such as channeling assignment decisions enforced by the State Media Authorities, could be threatened. In the second quarter of 2009 a tax audit for the years from 2001 to 2006 began for Constantin Medien AG and some subsidiaries. Potential differences arising between the tax
Opportunities from legal proceedings In a total of five different lawsuits (Directors' Liability Suits), Constantin Medien AG has raised damage claims against different former Members of the Management and Supervisory Boards of EM.TV & Merchandising AG (EM.TV), to which the Company is the legal successor. These also include a lawsuit filed at the Regional Court Munich I concerning the acquisition of the Formula 1 investment in 2000. Regarding the settlement of four of the lawsuits and the uninsured claims and parts of the claims, the Company has received a final settlement agreement from the principal underwriting insurance company regarding the gross payment of 30 million Euro, which conclusively regulates the recourse of the principal underwriter; signature will shortly follow. After signing, the binding force of the settlement is subject to the approval of an extraordinary shareholders' meeting of Constantin Medien AG, which will be called at short notice. The Management and Supervisory Boards are confident to achieve such approval. After conclusion of the reporting period, Constantin Medien AG entered into negotiations with the excess carrier insurance to finalize the last proceeding.
22
Q2 Interim Group Management Report
8. Outlook 8.1 Sector-specific conditions 8.1.1 Sports Segment In the Sports Segment, current changes in the difficult global macroeconomic conditions are not anticipated in the areas of TV, online and production. In view of the recession and the existing and planned regulatory statutes, the situation will worsen for advertising revenues and also for diversification revenues. On the whole, a significant drop in sales is expected in the entire German TV market for 2009. The production market is also expected to suffer from the further worsening in demand and a customer cost awareness remaining on the high. In the sports online market, more intensive consolidation pressure and corresponding alignment processes are anticipated to take place in the sector. Because of the current economic situation, a worsening of the advertising customers' payment behavior has been noted. 8.1.2 Film Segment The satisfying first half of 2009 in the German theatrical market provides a solid basis for the second half of the year. Notwithstanding, additional competition is predicted in subsequent years in the theatrical and TV production sector, last but not least from foreign studios and production companies. There is also still the threat that the drop of the advertising market caused by the current financial turmoil could result in increasing margin pressure on producers applied by TV stations. 8.1.3 Sports- and Event-Marketing Segment In light of the unchanged outstanding status and popularity of European top soccer, the market experts assume that the top soccer clubs will be well-placed to relatively defy the sizable economic downturn in 2009. And despite such adverse market conditions, the strong base of the loyal club fans, the close and long-standing relations with leading TV stations as well as the attractiveness of club soccer will prove to be competitive strengths for the advertising industry.
23
8.2 Strategic priorities of the Group Together with the Highlight group, Constantin Medien AG aims to pursue its strategy in becoming a leading media group in German-speaking countries, which already covers the entire added-value and exploitation chain within the sports as well as the film and TV production sectors. Continuing along this direction, integral steps have been taken during the first half of 2009 such as the change in company name of the holding company, the successful execution of the cash capital increase executed in May, the squeeze-out request resolution of Constantin Film AG, the streamlining of the holding's Management Board and the restructuring measures initiated in the Sports Segment. 8.2.1 Sports Segment For the second half of this year, the implementation of the Segment's restructuring is at the top of the agenda. In addition to structural and management changes (refer to Chapter 1.2.), this includes adjustments to DSF's business model to incorporate the changed economic conditions in the TV market. The TV station's new management is currently working closely with Constantin Medien AG's Management Board on the details of the modified business model. After the successfull launch of LIGA total! on August 7, 2009, another main focal point of the Sports Segment in the second half of the year will be on maintaining the positioning and establishment of the new Bundesliga live channel. For the editorial realization and the production of LIGA total! Constantin Sport Medien GmbH is using the extensive and proven experiences of both of the Group companies DSF and PLAZAMEDIA. 8.2.2 Film Segment Highlight Communications AG and its subsidiaries will continue to pursue their proven strategy of combining national and international in-house and co-productions with high quality foreign titles in 2009 and in the coming years. In addition, Constantin Film AG will concentrate on a steady optimization to sustain the high quality of their national and international in-house productions.
Q2
The Management Board anticipates impulses for the rest of the calendar year 2009 to come largely from the theatrical distribution sector, because the distribution focus of Constantin Film AG has traditionally been placed in the second half of the respective year. During this period, Constantin Film AG plans to release about seven films (five in-house and co-productions as well as two licensed titles) to German theatres – including the third-party production “Horst Schlämmer – Isch kandidiere!“. The next highlight is expected for the beginning of September when Michael Bully Herbig brings the cult comic character “Wickie“ to life in the first live-action movie “Wickie und die starken Männer“. Positive trends in the home entertainment division are expected to largely come from the new DVD and Blu-ray releases of this year's Constantin Film box office hits: “Die wilden Hühner und das Leben“ (sales start in mid-August), “Männersache“ (sales start beginning of October) and “Vorstadtkrokodile“ (sales start in October). 8.2.3 Sports- and Event-Marketing Segment The focus of the activities of the Highlight subsidiary TEAM in 2009 will still be on the marketing of the commercial rights to the UEFA Champions League and the UEFA Europa League; primarily concentrating on countries outside of Europe. For TEAM the kick-off of the new European soccer season already began in mid-August with the 20 playoff matches of the UEFA Champions League. In the 2009/2010 season, TEAM is responsible for the handling of the 145 UEFA Champions League games, but for the first time, also for the professional commercial marketing of all 205 matches of the UEFA Europa League.
Following the Constantin Medien Group's statement in the first quarter with a business performance being in line with expectations, an underperformance arose in the Sports Segment in the second quarter from the downturn in the advertising market, restructuring costs and extraordinary expenses. Therefore, the Sports Segment is expected to fall short of the budget in the full-year 2009 by an amount on the lower end of a two-digit million Euro scale. The divergences will likely be compensated by an extraordinary gross income of 30 million Euro resulting from a settlement of parts of the claims raised against former Management and Supervisory Board Members of the Company. In this context, the Company received a final settlement agreement from the principal underwriting insurance company; the signature will shortly follow. The binding force of the settlement of parts is subject to the approval of an extraordinary shareholders' meeting of Constantin Medien AG, which shall be called at short notice. The Management and Supervisory Boards are confident to achieve such approval. On the basis of these presumptions the Management Board currently assumes, that the objectives for the full-year 2009 can further be achieved.
Ismaning, August 26, 2009 Constantin Medien AG Management Board Bernhard Burgener, Chairman of the Management Board Antonio Arrigoni, Chief Financial Officer
8.3 Financial targets It is noted that actual results could significantly differ from expectations given about predicted developments if assumptions, as the background for the forward-looking statements, prove to be inapplicable.
24
Q2 Consolidated Interim Financial Statements
ASSETS
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2009 in EUR ‘000 6/30/2009
12/31/2008
Non-current assets Film assets
187,849
187,020
Other intangible assets
97,775
109,040
Goodwill
43,854
52,647
Tangible assets
16,656
18,946
4,445
4,647
Non-current receivables
903
2,755
Other financial assets
953
1,964
5,359
4,918
357,794
381,937
Investments in associated companies and joint ventures
Deferred tax assets
Current assets Inventories Trade accounts receivable and other receivables
3,325 102,822
Receivables due from associated companies and joint ventures
637
41
Other financial assets
655
22,736
Tax receivables Cash and cash equivalents Non-current assets and disposal groups held for sale
Assets from discontinued operations
TOTAL ASSETS 1
25
3,437 95,023
4,124
6,048
156,252
165,947
17,726
0
277,854
300,919
95
461
635,743
683,317
The figures for the previous year have been adjusted (see Notes to the consolidated interim financial statements Chapter 3 ”Changes in accounting principles”).
1
Q2
EQUITY / LIABILITIES
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2009 in EUR ‘000 6/30/2009
12/31/2008
Subscribed capital
85,131
77,939
Treasury stock
-6,495
-5,956
Capital reserve
128,982
122,958
1
Equity
Other reserves
8,105
9,737
-169,236
-37,338
Shareholders' interests
-4,578
-131,896
Equity attributable to the shareholders
41,909
35,444
Minority interests
64,661
70,618
106,570
106,062
61,423
81,934
Accumulated loss
Non-current liabilities Financial liabilities Other liabilities Pension provisions Provisions Deferred tax liabilities
45
50
3,466
3,771
287
565
37,209
37,019
102,430
123,339
222,524
241,209
Current liabilities Financial liabilities Advance payments received Trade accounts payable and other liabilities Provisions
60,648
53,304
121,313
140,225
16,222
15,394
Tax provisions
1,818
3,327
Liabilities directly associated with non-current assets and disposal groups held for sale
3,813
0
426,338
453,459
405
457
635,743
683,317
Liabilities from discontinued operations
TOTAL EQUITY AND LIABILITIES 1
The figures for the previous year have been adjusted (see Notes to the consolidated interim financial statements Chapter 3 ”Changes in accounting principles”).
26
Q2 Consolidated Interim Financial Statements
CONSOLIDATED PROFIT AND LOSS ACCOUNT
JANUARY 1 TO JUNE 30, 2009 in EUR ‘000
Sales Change in inventories of work in progress and own work capitalized Total output
Other operating income
1/1 to 6/30/2009
4/1 to 6/30/2009
1/1 to 6/30/2008
4/1 to 6/30/2008
227,757
106,909
114,966
63,187
484
407
77
23
228,241
107,316
115,043
63,210
4,760
2,520
9,476
6,712
Costs for licenses, commissions and materials
-38,842
-17,661
-22,489
-11,031
Costs for purchased services
-78,924
-40,490
-40,962
-21,243
-117,766
-58,151
-63,451
-32,274
-45,801
-22,657
-24,347
-12,697
-6,808
-3,327
-3,668
-1,857
-52,609
-25,984
-28,015
-14,554
-28,112
-11,522
0
0
Cost of materials and licenses
Salaries Social security and pension costs Personnel expenses
Amortization and impairment on film assets Amortization/depreciation and impairment on intangible
-14,196
-6,579
-5,000
-2,553
Amortization, depreciation and impairment
and tangible assets
-42,308
-18,101
-5,000
-2,553
Other operating expenses
-29,517
-15,791
-20,395
-11,249
-9,199
-8,191
7,658
9,292
198
Loss/profit from continuing operations
Earnings from investments in associated companies and joint ventures Financial income Financial expenses Financial result from continuing operations Loss/profit from continuing operations before taxes
15
823
1,428
699
285
-5,598
-2,306
-7,180
-2,626
2,249
-878
-6,481
-2,341
-6,842
-9,054
2,000
7,149
Current taxes
-1,855
-815
365
425
Deferred taxes
2,188
2,402
2,893
1,527
333
1,587
3,258
1,952
-6,509
-7,467
5,258
9,101
-18
-9
-4,835
-4.054
5,047
Income taxes
Loss/profit from continuing operations after taxes Net loss from discontinued operations
Net loss/profit
27
108 7,847
-6,527
-7,476
423
thereof minority interests
-1,949
-932
-306
-113
thereof shareholders' interests
-4,578
-6,544
729
5,160
Q2
JANUARY 1 TO JUNE 30, 2009 1/1 to 6/30/2009
1/1 to 6/30/2008
Earnings per share attributable to shareholders, basic (in EUR)
-0.06
0.01
Earnings per share attributable to shareholders, diluted (in EUR)
-0.06
0.01
Earnings per share attributable to shareholders, basic (in EUR)
-0.06
0.08
Earnings per share attributable to shareholders, diluted (in EUR)
-0.06
0.08
Earnings per share attributable to shareholders, basic (in EUR)
0.00
-0.07
Earnings per share attributable to shareholders, diluted (in EUR)
0.00
-0.07
Average number of outstanding shares (basic)
73,632,524
70,663,701
Average number of outstanding shares (diluted)
73,632,524
70,663,701
Earnings per share
Earnings per share from continuing operations
Earnings per share from discontinued operations
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME /LOSS JANUARY 1 TO JUNE 30, 2009 in EUR ‘000
Net loss/profit Foreign currency translation differences Gain/loss from available-for-sale financial assets Changes in at-equity investments not affecting net income
1/1 to 6/30/2009
4/1 to 6/30/2009
1/1 to 6/30/2008
4/1 to 6/30/2008
-6,527
-7,476
423
5,047
-752
85
18
35
0
0
250
-500
0
0
-1,246
215
-752
85
-978
-250
Total comprehensive loss/income
-7,279
-7,391
-555
4,797
thereof minority interests
-1,919
-794
-306
-113
thereof shareholders' interests
-5,360
-6,597
-249
4,910
Other comprehensive loss/income, net of tax
28
Q2 Consolidated Interim Financial Statements
CONSOLIDATED CASH FLOW STATEMENTS
JANUARY 1 TO JUNE 30, 2009 in EUR ‘000
Net loss/profit
Net loss from discontinued operations Deferred taxes Current taxes Financial result Profit from investments in associated companies and joint ventures Amortization, depreciation and impairment and write-ups on intangible and tangible assets Loss from disposal of non-current assets Other non-cash items
1/1 to 6/30/2009
1/1 to 6/30/2008
-6,527
423
18
4,835
-2,188
-2,893
1,855
-365
-2,660
6,481
-108
-823
42,308
5,000
1
2
851
-1,819
2,059
-6,454
4,308
3,176
Increase (-)/decrease (+) in inventories, trade accounts receivable and other assets not classified to investing or financing activities Decrease (-)/increase (+) in trade accounts payable and other liabilities not classified to investing or financing activities Dividends received from associated companies Interest paid Interest received Income taxes paid Income taxes received
Cash flow from operating activities, continuing operations
Change in cash and cash equivalents due to acquisitions of companies/shares in companies Payments for intangible assets Payments for film assets
1,220
-5,987
-5,423
1,031
699
-3,465
-3,602
2,429
641
34,058
1,098
0
9
-1,049
-844
-36,784
0
Payments for tangible assets
-2,126
-3,144
Payments for financial assets
-27
-37,003
Proceeds (+)/payments (-) due to sale of companies/shares in companies, net
0
-1,299
Proceeds from disposal of intangible assets
3
2
Proceeds from disposal of tangible assets
68
67
Proceeds from disposal of financial assets
21,812
0
-18,103
-42,212
Cash flow for investing activities, continuing operations
29
133
Q2
JANUARY 1 TO JUNE 30, 2009 in EUR ‘000 1/1 to 6/30/2009
1/1 to 6/30/2008
Proceeds from capital increase and from issuance of equity instruments
14,334
84
Payments for purchase of treasury stock
-2,855
0
Proceeds from sale of treasury stock
1,724
0
Payments for purchase of minorities
-3,341
0
Proceeds from sale of minorities Repayment and buy-back of non-current financial liabilities Repayment of current financial liabilities Proceeds from receipt of current financial liabilities Dividend payments
Cash flow for/from financing activities, continuing operations
Cash flow for discontinued operations
Cash flow for the reporting period
Cash and cash equivalents at the beginning of the reporting period Change in cash and cash equivalents due to exchange rate movements Cash and cash equivalents at the end of the reporting period Change in cash and cash equivalents
834
0
-9,011
-400
-23,838
-148
1,000
20,000
-3,845
0
-24,998
19,536
-54
-2,791
-9,097
-24,369
165,947
53,089
-598
26
156,252
28,746
-9,097
-24,369
30
Q2 Consolidated Interim Financial Statements
CHANGES IN CONSOLIDATED EQUITY
JANUARY 1 TO JUNE 30, 2009 in EUR ‘000
Balance 1/1/2009
Subscribed capital
Treasury stock
Capital increase resolution
Capital reserve
77,939
-5,956
0
158,020
77,939
-5,956
0
122,958
0
0
0
0
0
0
0
0
Retrospective change in accounting principle for transactions with minorities according to IAS 8 Adjusted balance 1/1/2009
-35,062
Foreign currency translation differences Gain/loss from available-for-sale financial assets Changes in at-equity investments not affecting net income Total income and expenses recognized directly in equity Net loss Total income and expenses recognized Reclassification of prior year's net result Reclassification of capital increase resolution Capital increase
7,192
Change in treasury stock
7,142 -539
-8
Dividend payments Other changes
-1,110
Balance 6/30/2009
85,131
-6,495
0
128,982
Balance 1/1/2008
77,934
-8,088
5
147,772
77,934
-8,088
5
114,034
0
0
0
0
0
0
0
0
Retrospective change in accounting principle for transactions with minorities according to IAS 8 Adjusted balance 1/1/2008
-33,738
Foreign currency translation differences Gain/loss from available-for-sale financial assets Changes in at-equity investments not affecting net income Total income and expenses recognized directly in equity Net profit/loss Total income and expenses recognized Reclassification of prior year's net result Reclassification of capital increase resolution
5
Capital increase from certificates Change in treasury stock Other changes Balance 6/30/2008
31
-5 52
77,939
130
-37
-55
4,346
8,468
-3,727
0
122,577
Q2
Other reserves
Accumulated loss/retained earnings
Shareholders’ interests
Equity attributable to the shareholders
Minority interests
Total
9,737
-37,178
-131,344
71,218
71,215
142,433
-160
-552
-35,774
-597
-36,371
9,737
-37,338
-131,896
35,444
70,618
106,062
-782
30
-752
-782
0
0
0 -782
0
-782
0 -131,896
0
0
-782
30
-752
-4,578
-4,578
-1,949
-6,527
-4,578
-5,360
-1,919
-7,279
131,896
0
0
0
0
14,334
14,334
-547
-584
-1,131
0
-3,845
-3,845
-1,962
391
-1,571
-850
-2
8,105
-169,236
-4,578
41,909
64,661
106,570
-686
3,985
-41,163
179,759
5,442
185,201
-686
3,825
-41,163
145,861
5,442
151,303
-33,898
-160
-33,898
18
18
18
250
250
250
-1,246 -978
-978
-1,246 0
-1,246
0
-978
0
729
729
-306
423
0
729
-249
-306
-555
-41,163
41,163
0
0
0
0
182
182
-92
-1,664
-37,338
729
-978
-92
12,814
-135
12,679
158,516
5,001
163,517
32
Q2 Consolidated Interim Financial Statements
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. General information about the Group At the extraordinary General Meeting held on January 28, 2009, it was resolved to rename the Company from EM.Sport Media AG to Constantin Medien AG. The name change was entered in the Commercial Register on April 6, 2009. The Group parent company, Constantin Medien AG, has its registered office in Münchener Straße 101g, Ismaning, Germany. Constantin Medien AG's Management Board authorized publishing of the accompanying unaudited, condensed consolidated interim financial statements at its meeting on August 26, 2009. 2. Accounting and valuation principles The accompanying unaudited, condensed consolidated interim financial statements for the period from January 1, 2009 to June 30, 2009 have been prepared according to IAS 34 (Interim Financial Reporting) and in conformity with International Financial Reporting Standards (IFRS) and the Interpretations of the International Financial Reporting Interpretations Committee (SIC/IFRIC), which are endorsed by the European Union (EU). The condensed, consolidated interim financial statements do not include all explanations and disclosures prescribed under IFRS and should be read in conjunction with the consolidated financial statements of the Company as of December 31, 2008. The accounting and valuation principles used in the consolidated financial statements as of December 31, 2008 remained consistent with those applied in the accompanying condensed consolidated interim financial statements except for the firsttime adoption of amended or revised IFRS Standards and changes of accounting principles explained below. The consolidated interim financial statements are presented in Euros, which represent the functional and reporting currency of the Group parent company. In general, the amounts are stated in thousands of Euros (TEUR or ‘000), except where otherwise indicated. Companies acquired during the course of the reporting period 33
are reported in the consolidated interim financial statements as of the date control of business activities is transferred to the Group and up to the date control is transferred to the buyer. With respect to changes in the scope of consolidation, we refer to Note 4. 3. Changes in accounting principles Constantin Medien AG previously accounted for the acquisition of minority interests according to the so-called "ParentCompany Method". So far, the Highlight group accounts for the acquisition of minority interests according to the "Economic Entity Model". For purposes of achieving a uniform presentation of the acquisition of minority interests in the group reporting of all subgroups of the Constantin Medien Group, Constantin Medien AG has decided to retrospectively change accounting for minority interests transactions pursuant to IAS 8.14. Accordingly, more reliable and better reporting as well as a better comparability of the net assets, financial position and results of operations with respect to future minority interests transactions is created in the Constantin Medien Group. In addition, with the amendments to IAS 27, the IASB also recognizes the concept of the Economic Entity Model. Pursuant to IAS 8, this change in accounting principles should be recognized retrospectively. As a result of the change, goodwill shown as of December 31, 2008 decreased by TEUR 36,371, capital reserve by TEUR 35,062, accumulated loss by TEUR 160, shareholders’ interests by TEUR 552 and minority interests by TEUR 597. Other operating income for 2008 decreased by TEUR 1,149. This resulted in an increase to the Group net loss of TEUR 1,149. The Group net result and earnings per share for the first six-month period ending June 30, 2008 and for the second quarter 2008 were not affected by the change in accounting. Regarding the three-month period ending March 31, 2009 Group net result decreased by TEUR 304. Goodwill and capital reserve were again reduced by TEUR 1,176 and TEUR 875, respectively, as of March 31, 2009. Minority interests increased by TEUR 3.
Q2
The adjusted and original amounts published for the respective line items of the balance sheet are presented in the table below for the year 2008 including the opening balance sheet as of January 1, 2008.
BALANCE SHEET AS 0F DECEMBER 31, 2008 in EUR ‘000 After adjustment Adjustment
Before adjustment
Assets Goodwill
52,647
-36,371
89,018
Equity/Liabilities Equity Capital reserve
122,958
-35,062
Accumulated loss
-37,338
-160
-37,178
-131,896
-552
-131,344
to the shareholders
35,444
-35,774
71,218
Minority interests
70,618
-597
71,215
Shareholders’ interests
158,020
IFRS 8, Operating Segments (revised): Under IFRS 8, segment reporting must be based on the information used internally by management to identify operating segments and to evaluate their performance according to the management approach. Accordingly, an operating segment is a component of an entity whose operating results are reviewed regularly by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. IFRS 8 is to be applied for annual periods beginning on or after January 1, 2009. The first time adoption of IFRS 8 did not materially impact the segment reporting. IAS 1, Presentation of Financial Statements (revised): The material amendment compared to the earlier version of this Standard is that all income and expenses including those recognized directly in equity must now be disclosed in the statement of comprehensive income.
Equity attributable
BALANCE SHEET AS 0F JANUARY 1, 2008 in EUR ‘000 After adjustment Adjustment
Before adjustment
Assets Goodwill
17,497
-33,898
51,395
114,034
-33,738
147,772
3,825
-160
3,985
-41,163
0
-41,163
145,861
-33,898
179,759
5,442
0
5,442
Equity/Liabilities Equity Capital reserve Retained earnings Shareholders’ interests Equity attributable to the shareholders Minority interests
The Group applied the following accounting standards for the first time since the beginning of the financial year 2009.
Further changes: The mandatory adoption of the following revised or amended Standards and Interpretations, as part of the IFRS Improvement Project, did not materially impact the consolidated interim financial statements: – IFRS 1 and IAS 27, Costs of Interests in Subsidiaries, Jointly Controlled Entities or Associated Companies (amendment) – IFRS 2, Share-based Payment (amendment) – IFRS 5, Non-current Assets Held for Sale and Discontinued Operations (amendment) – IAS 1, Presentation of Financial Statements (amendment) – IAS 16, Property, Plant and Equipment (amendment) – IAS 19, Employee Benefits (amendment) – IAS 20, Accounting for Government Grants and Disclosure of Government Assistance (amendment) – IAS 23, Borrowing Costs (amendment) – IAS 23, Borrowing Costs (revised) – IAS 28, Investments in Associates (amendment) – IAS 31, Interests in Joint Ventures (amendment) – IAS 32, Financial Instruments: Presentation (amendment) – IAS 32 and IAS 1, Financial Instruments with Rights of Return and Obligations only in Liquidation (amendment) – IAS 36, Impairment of Assets (amendment) – IAS 38, Intangible Assets (amendment) – IFRIC 13, Customer Loyalty Programmes 34
Q2 Consolidated Interim Financial Statements
– IFRIC 14, IAS 19, The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction – IFRIC 16, Hedges of a Net Investment in a Foreign Operation
of Constantin Medien AG, sold two percent of its shares in AdImpulse Media GmbH to Thomas Port, Managing Director of AdImpulse Media GmbH.
The Constantin Medien Group waived the earlier adoption of the following new or revised Standards, which were endorsed by the EU already as of June 30, 2009, but whose application is not yet mandatory for Constantin Medien AG: – IFRS 3, Business Combinations (revised) – IAS 27, Consolidated and Separate Financial Statements under IFRS (revised) – IFRIC 12, Service Concession Agreements
On February 2, 2009, Constantin Entertainment Hellas EPE, Greece, was formed by Constantin Entertainment GmbH (99.8 percent) and Constantin Film Produktion GmbH (0.2 percent). The company is fully consolidated as of that date and is included for the first time in the consolidated financial statements of Constantin Medien AG. The paid-in capital amounts to TEUR 15. Constantin Entertainment Hellas' earnings included in the consolidated net result totals TEUR 103.
The Constantin Medien Group waived the earlier adoption of the following new or revised Standards, which were not yet endorsed by the EU as of June 30, 2009: – IFRS 2, Share-based Payment (further amendment) – IFRS 7, Enhanced Disclosures about Financial Instruments (amendment) – IAS 39, Financial Instruments: Recognition and Measurement Eligible Hedged Items (amendment) – IAS 39, Reclassification of financial assets: Date of adoption and transition rules (amendment) – IFRIC 9 and IAS 39, Reassessment of Embedded Derivatives and Financial Instruments: Recognition and Measurement – IFRIC 15, Agreements for the Construction of Real Estate – IFRIC 17, Distributions of Non-cash Assets to Owners – IFRIC 18, Transfers of Assets from Customers
The shell company Constantin Sport Medien GmbH (formerly: DSF digital GmbH), previously accounted for as available-forsale financial assets was fully consolidated for the first time in the second quarter 2009, because the company commenced operations in the second quarter of 2009. The paid-in capital amounts to TEUR 25. Constantin Sport Medien GmbH's earnings included in the consolidated net result totals TEUR -105.
The Group is currently evaluating the impact that the application of these Standards and Interpretations may have on the consolidated financial statements. 4. Changes in the consolidated Group According to a sale and purchase agreement dated January 27, 2009, Constantin Medien AG acquired the remaining 24 percent in Life On Stage GmbH at a purchase price totaling EUR 2.00. According to a sale and purchase agreement dated January 12, 2009, EM.Sport GmbH, a 100 percent subsidiary
35
5. Most important accounting estimates and assumptions The preparation of the consolidated interim financial statements in conformity with IFRS requires management to use estimates and assumptions that affect the classification and measurement of reported income, expenses, assets, liabilities and contingent liabilities as of the balance sheet date. These estimates and assumptions represent management's best estimate based on historical experience and other factors, including estimates about future events. The estimates and assumptions are continually reviewed. Changes in accounting estimates are necessary if changes occur in the circumstances on which the estimate was based or as a result of new information or additional findings. Such changes are recognized in the period of the change. The most important assumptions concerning future developments as well as key sources of uncertainties surrounding estimates which could give rise to significant revaluation in assets and liabilities, income, expenses and contingent liabilities are presented below.
Q2
Impairment of non-financial assets: Goodwill and other intangible assets with indefinite lives are tested at least once a year for impairment and if triggering events indicate possible impairment. Film assets and other non-financial assets are tested for impairment if triggering events indicate that the carrying value exceeds the recoverable amount. To assess whether impairment exists, estimates of expected future cash flows per cash generating unit from the use and eventual disposal of such assets are performed. The actual cash flows could significantly vary from the estimated discounted future cash flows. Changes in sales and cash flow forecasts could lead to impairment charges. Financial assets: The fair value of financial assets traded on an organized market is determined on the basis of the quoted market price as of the balance sheet date. The fair value of financial assets without an active market is determined by applying valuation methods. Valuation methods include the application of most recent business transactions between knowledgeable, willing parties in an arm's length transaction, comparison with fair values of other, mostly identical financial instruments, the analysis of discounted cash flows and use of other valuation models based on Management's assumptions. The Group determines whether there is any indication of impairment of financial assets or group of assets at each balance sheet date. Service productions: In determining the stage of completion of productions according to the percentage of completion method, the cost-to-cost method (production costs incurred as of the closing date in proportion to the expected total production costs) or the method of physical completion are applied. The determination of expected total production costs or physical completion are subject to the use of estimates. Changes in accounting estimates have a direct impact on the earnings generated. Provisions for anticipated merchandise returns: The Group's provision for anticipated merchandise returns is based on an analysis of constructive or legal obligations and historical performance as well as the Group's experience. According to information available at the present time, Management deems
the provision to be adequate. Since these deductions are based on Management's estimations, revisions may arise as soon as new information becomes available. Such revisions could impact the provisions and sales in future reporting periods. Provisions for litigation: Group companies inherently face various legal disputes. As of today's date, the Group assumes that litigation provisions cover such risks. However, additional lawsuits could be filed whose costs would not be covered by the existing provisions or insurance policies. Moreover, it cannot be ruled out that the extent of legal disputes could increase and that future lawsuits, disputes, proceedings and investigations will be insignificant. The incurrence of such events could impact provisions recognized for litigation in future reporting periods. Deferred taxes: Extensive estimates are required to determine deferred tax assets and liabilities. Several of these estimates are based on interpretations of enacted tax laws and legislation. Management is of the opinion that the estimates are adequate and uncertainties surrounding income taxes for recognized assets and liabilities have been sufficiently taken into account. In particular, deferred tax assets from loss carryforwards are dependent on the generation of future corresponding profits. Also, deferred tax assets from valuation adjustments are dependent on future profit performance. Furthermore, the carry forward of net tax losses expire in certain countries over time. Actual profits could vary from forecasted profits. Such changes could impact deferred tax assets and liabilities in future reporting periods. 6. Financial risk management Material financial instruments used by the Group comprise current account overdrafts, bank loans, convertible bonds, trade accounts payable and other liabilities. The objective of these financial instruments is to finance the Group's business activities. The Group has financial assets available such as trade accounts receivable, liquid funds and cash equivalent financial assets as well as other financial assets that directly arise from its business activities.
36
Q2 Consolidated Interim Financial Statements
In addition, the Group has derivative financial instruments at hand. These instruments are used to hedge against foreign exchange rate risks and interest rate risks arising from the Group's business dealings and its financial resources. However, possible acquisition could give rise to derivative financial instruments that do not apply hedging as an objective. The Group is exposed to various financial risks arising from operating business activities and financing activities. Financial risks of relevance to the Group arise from changes in foreign exchange rates, market risks for financial assets, changes in interest rates, liquidity as well as creditworthiness and payment ability of the Group's business partners. In general, the Group companies are responsible for the disposition of liquid funds on their own, including current deposits of liquidity surpluses and procurement of loans to bridge liquidity shortages. Constantin Medien AG in part supports its subsidiaries and in part acts as a coordinator with banks for purposes of maintaining the most cost-effective coverage of financial requirements. In addition, the Group's international creditworthiness enables efficient use of international capital markets for financing activities. This also includes the ability of issuance of equity and debt instruments on the capital market. Accordingly, diverse projects, particularly in the film business and financing activities such as minority purchases and acquisition of treasury stock could affect the liquidity over time to a varying extent. The Group could be forced to procure debt on the capital market or from credit institutions on the short or medium term either to refinance existing liabilities or to finance new projects. This also takes into account a possible early repayment of the convertible bond 2006/2013 in May 2011. From today's standpoint it is not certain that intended financial sources, if needed, will be available to a sufficient extent and at proper market conditions. Currency risk: Based on its international positioning, the Constantin Medien Group is exposed to currency risks as part of its normal business activities. The Group's exchange rates of primary concern are the Swiss franc and the US dollar. Exchange rate fluctuations could give rise to undesired and unforeseeable profit and cash flow volatility. Every subsidiary 37
is subject to risks associated with exchange rate fluctuation when it transacts with international contractual partners incurring future cash flows therefrom that do not correspond to the functional currency of the respective subsidiary. The Constantin Medien Group does not transact business activities in currencies with above average volatility or otherwise notably risky. Regarding material transactions, mainly in US dollar, the Group concludes currency hedging transactions to counter currency risk. Such derivative financial instruments are entered into with credit institutions. Financial instruments largely relate to future foreign currency cash flows for film projects. In general, the Group monitors that the amount of the hedging instrument does not exceed the underlying transaction. Market risks of financial assets: Changes in the fair value of certain financial assets and derivative financial instruments could impact the net assets and results of operations of the Group. Non-current financial assets are held for strategic reasons. In addition, securities in connection with maintenance of liquid funds are held or as a strategic entry to expand a new financial position. Hedging of such financial assets is not performed. Interest risk: Interest risk generally arises when market rates of interest fluctuate, which could improve or worsen the proceeds from deposits or payments for money procured. The interest fluctuation risk for the Group relates predominantly to current and non-current financial liabilities. Currently, the Group holds a derivative financial instrument (interest rate cap) to partly hedge against interest fluctuation risks. Interest-pooling exists in part for current account bank overdrafts. In addition, interest risks arise from mismatched maturities which the Group actively controls by analyzing the yield curve in particular. Liquidity risk: A liquidity risk arises if payment obligations of the Group cannot be covered by liquidity on hand or corresponding credit facilities. Constantin Medien AG and the Constantin Medien Group had sufficient liquidity reserves taking into account available short-term credit facilities as of the balance sheet date.
Q2
Credit risk: A credit risk exists when the debtor is unable to meet a repayment obligation for a receivable at all or on time. Credit risks could exist on liquid funds, bank balances and customer receivables. Possible risks on liquid funds are minimized by allocating bank balances on several financial institutions. Furthermore, potential default risks on customer receivables are dealt with by regular evaluation and, if required, valuation allowances for bad debt provisions are recognized. Therefore, the Group assesses the credit quality of receivables that are neither overdue nor impaired to be largely satisfactory. The maximum credit risk of the Constantin Medien Group is equivalent to the carrying values of the financial assets.
According to an agreement dated July 17, 2009, Constantin Medien AG sold its 80 percent shareholding in TRIDEM SPORTS AG with effect from July 1, 2009 to the co-shareholder, Christian Pirzer, and stopped further financing of the company's activities. The deconsolidation of the company will be performed in the third quarter 2009.
7. Non-current assets and disposal groups held for sale As of June 30, 2009, current assets and current liabilities amounting to EUR 13.9 million are shown under the line item non-current assets and disposal groups held for sale. Thereof, EUR 17.7 million is reported on the consolidated balance sheet as current assets and EUR 3.8 million as current liabilities. These relate to assets and liabilities attributable to the companies, Creation Club (CC) GmbH and TRIDEM SPORTS AG. The assets mostly comprise of attributable goodwill, deferred tax assets, trade accounts receivable and other receivables as well as cash and cash equivalents. The liabilities mainly consist of trade accounts payable and other liabilities.
9. Explanatory notes to selected line items in the balance sheet and profit and loss account The balance sheet total amounts to EUR 635.7 million compared to EUR 683.3 million as of December 31, 2008. The decrease in the balance sheet total primarily relates to the buy-back of convertible shares and the repayment of current financial liabilities.
According to a sale and purchase agreement dated June 8, 2009, PLAZAMEDIA GmbH TV- und Film-Produktion, a 100 percent indirect subsidiary of Constantin Medien AG, sold its 100 percent shareholding in Creation Club (CC) GmbH to Sky Deutschland Group (formerly: Premiere Group) for EUR 15.3 million. The purchase price is payable in installments until 2013 and is mostly secured by a bank guarantee. The Closing of the transaction took place on July 3, 2009 following the approval by the German anti-trust authorities and payment of the first purchase price installment. In addition to the assets and liabilities sold, the consolidated balance sheet as of June 30, 2009 also reports goodwill attributable to Creation Club (CC) GmbH under the line item "non-current assets and disposal groups held for sale". The deconsolidation of the company will be performed in the third quarter 2009.
8. Discontinued operations The assets and liabilities as well as the net results of Life On Stage GmbH continue to be reported as discontinued operations in accordance with IFRS 5.13. The same applies to the presentation in the cash flow statements.
Other intangible assets decreased to EUR 97.8 million (prior year: EUR 109.0 million). The reduction in other intangible assets is mostly due to the scheduled amortization of intangible assets recognized as part of the first time consolidation of Highlight Communications AG. The reduction in goodwill of EUR 52.6 million as of December 31, 2008 to EUR 43.9 million is mostly due to the reclassification of the goodwill attributable to the disposal group CREATION CLUB. Current other financial assets decreased from EUR 22.7 million to EUR 0.7 million as of June 30, 2009 as a consequence of the maturity of time deposits. As of June 30, 2009, cash and cash equivalents declined from EUR 165.9 million to EUR 156.3 million. This primarily arose from the repayment of current financial liabilities and the repurchase of convertible shares. This was mainly offset by the repayment of time deposits and the capital increase executed in May 2009. 38
Q2 Consolidated Interim Financial Statements
The equity ratio increased from 15.5 percent as of December 31, 2008 to 16.8 percent due to the lower balance sheet total as a result of the repurchase of convertible shares and the repayment of current financial liabilities. The Company openly repurchased a total of 2,900,000 convertible shares during the first half of 2009. As of June 30, 2009, the Company itself held 4,000,000 convertible shares, while 10,965,483 were still outstanding. The buy-back of the convertible shares is largely the reason for the reduction in non-current financial liabilities to EUR 61.4 million (prior year: EUR 81.9 million). Furthermore, current financial liabilities decreased to EUR 222.5 million (prior year: EUR 241.2 million) as a result of additional debt repayments and trade accounts payable and other liabilities decreased to EUR 121.3 million (prior year: EUR 140.2 million). Constantin Medien AG pledged 4.5 million shares (now totaling 22.3 million shares) in Highlight Communications AG as well as 51 percent of its 100 percent shareholding in DSF Deutsches SportFernsehen GmbH as additional collateral for the existing syndicated credit facility. The collaterals also apply subordinate to an operating funds credit line. The profit and loss account for the six-month period from January 1 to June 30, 2009 and for the three-month period from April 1 to June 30, 2009 contains income and expenses are of Highlight Communications AG and its subsidiaries, while in the comparative periods such income and expenses are not included. Therefore, a comparison of profit and loss account between the periods is either not possible or possible only to a limited extent. Amortization, depreciation and impairment of film assets as well as intangible and tangible assets for the first half year 2009 totaling EUR 42.3 million comprise EUR 41.8 million of scheduled amortization and depreciation and EUR 0.5 million of impairments made mostly for film assets. Scheduled amortization includes EUR 12.3 million for amortization made to intangible assets arising from the purchase price allocation.
39
Financial income in the amount of EUR 6.9 million was realized from the repurchase of the convertible shares during the six months ending June 30, 2009. Financial expenses for the six month ending June 30, 2009 include losses from changes in the fair value of financial instruments of EUR 0,9 million (prior year: 0) from an equity swap transaction. This equity swap transaction concerns the sale of 900,000 treasury shares by Highlight Communications AG to a financial institution (counterparty) at a price of EUR 6.90 per share. The contract runs from August 11, 2008 to December 23, 2009. The contract provides Highlight Communications AG receiving the profit from the sale of the shares by the counterparty in its entirety. Highlight Communications AG would also have to bear any possible loss. In the consolidated balance sheet the difference between the share price as of June 30, 2009 and the original sale price lead to current financial liabilities of EUR 2.5 million (prior year: 0). The sale of shares by the counterparty has to take place during the contractually agreed sale period (September 1, 2009 to December 21, 2009) unless payment is settled earlier. On May 15, 2009, Constantin Medien AG entered into an interest rate cap agreement (Interest-Cap Long) with Commerzbank AG for the period from June 30, 2009 until June 30, 2011 at an initial amount of EUR 15 million using a cap-rate of 2.00 percent p.a. The paid premium amounted to TEUR 99. The fair value totaled TEUR 39 as of June 30, 2009. 10. Explanatory notes to equity and earnings per share In the second quarter of 2009 Constantin Medien AG fully placed the capital increase that was passed by the extraordinary General Meeting held on January 28, 2009. The subscription period began on April 24 and ended on May 7, 2009. From the issuance of 7,192,360 new bearer shares with an allocable nominal amount in subscribed capital equivalent to EUR 1.00 per share, the Company's subscribed capital increased from EUR 77.9 million to EUR 85.1 million. The subscription price for the new shares was EUR 2.00 per share based on a subscription right ratio of 10 to 1. In total, the Company received cash proceeds of approximately EUR 14.4 million (before
Q2
transactions costs). The new shares participate in profits starting January 1, 2009. The capital increase was entered in the Commercial Register on May 13, 2009. Furthermore, the extraordinary General Meeting resolved to cancel the existing authorized capital 2005/I and to create a new authorized capital 2009/I. With the authorized capital 2009/I, the Management Board was empowered, with the approval of the Supervisory Board, to increase subscribed capital until January 27, 2014 by a total of up to EUR 20,000,000 by means of single or multiple issuances of up to 20,000,000 new bearer shares with an equivalent amount in the subscribed capital of EUR 1.00 against a cash contribution or contribution-in-kind. The resolutions for the capital increase, the cancellation of authorized capital 2005/I and the creation of new authorized capital 2009/I were entered in the Commercial Register on February 9, 2009. The resolution approved at the ordinary Annual General Meeting of Constantin Film AG held on April 21, 2009 to request the transfer of shares held by the minority shareholders of Constantin Film AG to Highlight Communications AG in return for an appropriate cash payment pursuant to §§ 327a ff. AktG ("Squeeze-out") did not result in any changes to Constantin Medien AG's equity in the accompanying interim consolidated financial statements. As of June 30, 2009, the balance of directly and indirectly held non-voting own shares amounted to 6,494,937 Constantin Medien shares taking into account shares held by Highlight Communications AG (December 31, 2008: 5,956,053). During the first half year of 2009, Highlight Communications AG acquired additional Constantin Medien AG shares over the stock exchange. The company has no rights to treasury stock. Potential shares do not include any shares from employee options or from the 5.25% convertible bond 2006/2013, because either the exercise price was above the underlying average share price or the potential shares have no diluting effects.
11. Segment reporting Constantin Medien AG conducts segment reporting in conformity with IFRS 8 "Operating Segments". The segment information below is based on the so-called management approach. The Company's Management Board has been jointly identified as the chief operating decision maker. Accordingly, it makes decisions about the allocation of resources to the segments and assesses their success on the basis of key indicators for sales and segment result. The Management Board does not make any assessments of the segments on the basis of assets and liabilities. Based on the internal management reporting system and the underlying organizational structure of internal reporting, the Group is classified into three operative segments. The Sports Segment comprises the television activities, which include the German TV station Deutsches SportFernsehen (DSF), the online activities of the Group (mainly the online portal Sport1.de) and the production activities of the PLAZAMEDIA group. The Film Segment encompasses the activities of Constantin Film AG and its subsidiaries as well as the Highlight subsidiaries Rainbow Home Entertainment. The business activities consist of production and realization of theatrical and television films, the exploitation of in-house productions and purchased film rights as well as the distribution of theatrical films, video/DVD platforms and television films. The Sports and Event-Marketing Segment consists of the activities of Team Holding AG, an 80 percent shareholding of Highlight Communications AG, which distributes, as its main project, the UEFA Champions League, via its subsidiaries. Additional marketing projects are the UEFA Europa League, the Eurovision Song Contest and the Vienna Philharmonic Orchestra. Additionally, Others contain the administrative functions of the holding company, Constantin Medien AG, and the activities of EM.TV Finance B.V.
40
Q2 Consolidated Interim Financial Statements
SEGMENT INFORMATION BY OPERATING SEGMENTS
JANUARY 1 TO JUNE 30, 2009 in EUR ‘000
External sales
Sports
Film
Sportand EventMarketing
89,322
109,964
28,471
368
0
0
89,690
109,964
28,471
Intercompany sales Total sales Other segment income Segment expenses
Recociliation
Group
0
0
227,757
0
-368
0
0
-368
227,757
Others
2,790
1,560
38
2,767
-1,911
5,244
-94,003
-116,498
-26,658
-7,320
2,279
-242,200
-2,734
-30,988
-8,497
-89
0
-42,308
-1,523
-4,974
1,851
-4,553
0
-9,199
thereof depreciation, amortization and impairments
Segment result from continuing operations
Non-allocable items Earnings from investments in associated companies and joint ventures
108
Financial income
7,847
Financial expenses
-5,598
Loss from continuing operations before taxes
-6,842
JANUARY 1 TO JUNE 30, 2008 in EUR ‘000 External sales Intercompany sales Total sales Other segment income Segment expenses
114,905
0
0
61
0
0
0
0
0
0
114,966 0
114,905
0
0
61
0
114,966
3,819
0
0
7,912
-2,178
9,553
-108,139
0
0
-10,900
2,178
-116,861
-4,906
0
0
-94
0
-5,000
10,585
0
0
-2,927
0
7,658
thereof depreciation, amortization and impairments
Segment result from continuing operations
Non-allocable items Earnings from investments in associated companies and joint ventures Financial income Financial expenses
Profit from continuing operations before taxes
41
823 699 -7,180
2,000
Q2
The segment result is defined as earnings before earnings from investments in associated companies and joint ventures, before the financial result, before taxes and before earnings from discontinued operations. The accounting and valuation principles applied to the segments are in conformity with IFRS. Sales and services transacted between business segments are generally rendered at prices that would have been agreed with third parties. 12. Contingent liabilities and other financial commitments In comparison with contingent liabilities and other financial commitments reported in the consolidated financial statements as of December 31, 2008, this position decreased by EUR 2.3 million as of June 30, 2009. 13. Relationships with related companies and persons Related companies within the meaning of IAS 24 include associated companies and joint ventures as well as companies controlled by Supervisory Board Members. There were no business relationships between Constantin Medien AG and associated companies as well as joint ventures during the reporting period. The extent of business relationships between the Highlight group and PolyScreen Produktionsesellschaft für Film und Fernsehen GmbH did not materially change during the period under review. Material services were not rendered to companies controlled by Supervisory Board Members during the reporting period. Related persons within the Group as defined by IAS 24 include the Management and Supervisory Boards and their relatives. Consultancy agreements exist between Constantin Medien AG as well as Highlight Communications AG and Mr Werner E. Klatten. The contract term and amount of fixed monthly fees have not changed during the period under review compared to December 31, 2008.
14. Subsequent events after the balance sheet date At the ordinary Annual General Meeting of Constantin Medien AG held on July 1, 2009, Mr Fred Kogel and Mr Jan P. Weidner were elected as new members of the Supervisory Board. They succeed Dr. Bernd Thiemann and Dr. Hans-Holger Albrecht, who resigned on a rotational basis from the Board as of the end of that General Meeting. In addition, the General Meeting of July 1, 2009 also approved, with a majority of more than 99 percent, the draft of the spin-off and assumption agreement with RM 2925 Vermögensverwaltungs GmbH as the legal entity. This agreement is related to the conclusion of the divestiture of the former Entertainment Segment to the Belgian media company Studio100. A total of three shareholders raised impeachment action or action for cancellations (§ 249 Abs. 1 AktG) against this resolution. The claims have been instituted at the Regional Court Munich and have been interlinked. With the Closing on July 3, 2009, the sale of Creation Club (CC) GmbH was concluded. The Closing took place following approval by the German anti-trust authorities and payment of the first purchase price installment. Furthermore, according to an agreement dated July 17, 2009, Constantin Medien AG sold its 80 percent shareholding in TRIDEM SPORTS AG to the co-shareholder, Christian Pirzer, and stopped further financing of the company's activities (also see Note 7). Constantin Medien AG has received a final settlement agreement from the principle underwriting insurance company concerning the settlement of parts of the claims raised against former Management and Supervisory Board Members of the Company. The settlement agreement stipulates a gross payment of EUR 30 million to the Company. Signature will shortly follow. The binding force of the settlement is still subject to the approval of an extraordinary shareholders’ meeting of the Company, which will be called at short notice.
42
Q2 Consolidated Interim Financial Statements
15. Responsibility statement “We assure that, to the best of our knowledge and based on the accounting standards to be applied for interim financial reporting, the Consolidated Interim Financial Statements provides a true and fair view of the net worth, financial position and financial performance of the Group and that the Interim Group Management Report presents business progress including the business results and the position of the Group in such a way that it provides a true and fair view, as well as describing the material opportunities and risks of the Group’s anticipated development in the remainder of the financial year.”
Ismaning, August 26, 2009 Constantin Medien AG Management Board Bernhard Burgener, Chairman of the Management Board Antonio Arrigoni, Chief Financial Officer
43
Q2
FINANCE CALENDAR 2009
January 28, 2009 Extraordinary Annual General Meeting (AGM) 2009
March 31, 2009 Annual Financial Report 2008
May 26, 2009 Report for the first quarter 2009
July 1, 2009 Annual General Meeting (AGM) for 2008 business year
August 27, 2009 Interim Financial Report 2009
November 26, 2009 Report for the third quarter 2009
Imprint Published by Constantin Medien AG Münchener Straße 101g, 85737 Ismaning, Germany Tel. +49 (0) 89 99 500-0, Fax +49 (0) 89 99 500-111 E-Mail
[email protected], www.constantin-medien.de HRB 148 760 Munich District Court
Designed by Creation Club (CC) GmbH
Edited by Constantin Medien AG Communication/Investor Relations Frank Elsner Kommunikation für Unternehmen GmbH, Westerkappeln
All photographic material published in this report are protected by copyright, and may only be reproduced with the written permission of the originator.
Picture credits imago, picture library Constantin Film AG, Constantin Medien AG
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CONSTANTIN MEDIEN AG Münchener Straße 101g 85737 Ismaning, Germany Tel +49 (0) 89 99 500 -0 Fax +49 (0) 89 99 500 -111 HRB 148 760, Munich District Court
[email protected] www.constantin-medien.de
