EM.TV AG - Constantin Medien AG

EM.TV AG
Q2 2005
Quarterly report 2005
Content
Q2 2005
2
Key Figures
3
Second quarter highlights
4
Business unit report
4
9
Sports
Entertainment
12
The EM.TV Share
14
Economic Development
19
Outlook
20
Consolidated financial statements
29
Corporate calendar
29
Production credits
Forward-looking statements.
This quarterly 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. EM.TV does not intend to continually update the forward-looking statements contained in the quarterly report.
2 Key Figures
Q2 2005
EM.TV Group (based on IFRS)
In million Euro
30/6/2005
31/12/2004
89.5
158.1
305.4
66.6
149.2
48.9%
59.1
0.0
93.9
131.1
426.6
65.6
153.1
35.9%
181.9
0.0
1/1/ to
30/6/2005
1/1/ to
30/6/2004
Sales
> Sports
> Entertainment
> Others
Earnings before interest, taxes, depreciation
and amortization (EBITDA)
Depreciation and amortization
Earnings before interest and taxes (EBIT)
Earnings before taxes (EBT)
Consolidated net profit/loss for the year
100.4
88.4
11.0
1.0
106.6
91.4
15.2
0.0
12.3
-7.3
5.0
2.1
0.1
56.5
-6.5
49.9
140.6
135.8
Cash flow from operational activities
Cash flow from investment activities
Cash flow from financing activities
0.7
73.5
-116.3
16.0
-14.1
-15.6
30/6/2005
30/6/2004
51.2
50.5
5.84
0.00
299.0
48.5
34.5
2.38
3.94
115.4
623
624
Film rights, EDP programs
Non-current assets
Total assets
Subscribed capital
Equity
Equity ratio (in percent)
Long-term financial liabilities
Short-term financial liabilities
Outstanding shares in million*
Average number of outstanding shares (undiluted) in million*
Share price in Euro*
Earnings per share (undiluted) in Euro*
Market capitalization (based on outstanding shares)*
Employees (half year average)
*Initial listing of the EM.TV AG share took place on April 27, 2004.
3 Second Quarter Highlights
Q2 2005
Second quarter highlights
Small Group net profit in the seasonally weker first half of the year
Second quarter with positive operating results
Unchanged outlook for the whole year
Sports and Entertainment segments with a positive earnings contribution
4 Business Unit Report
Business unit report
Sports
DSF
As in recent months, the second quarter was also marked by a restrained to shrinking TV advertising
market. Although the overall advertising market actually increased by 2.2 percent against the previous
year, net income achieved from classic TV advertising continued nevertheless on a downward trend.
Growth in T-Commerce income and expansion of customer portfolio
The slow TV advertising market also impacted sales at DSF. However, the strong income stream from TCommerce, which is unaffected by movement in the broader economy, largely compensated for the
slightly negative development. In contrast to the market trend, DSF achieved an increase in sales from
T-Commerce against the second quarter 2004.
Within the reporting period, too, DSF embarked upon a sales offensive that resulted in the addition of
70 new customers to its portfolio. These included well-known names such as BASF, Microsoft Deutschland, Lycos Europe, Jack Wolfskin and Canon Deutschland.
DSF maintains market share against second quarter 2004
With 1.2 percent of total viewers and 1.9 percent of the core target group of men aged 14 to 49, DSF’s
market share for the reporting period matched exactly that of the second quarter 2004. Against the
first quarter 2005 (total viewers: 1.1 percent), DSF achieved a slight increase in total viewer market
share due to the season final of the highly popular German Soccer League.
Significant growth in share of live coverage against previous year
IIn the second quarter 2005, too, DSF remained faithful to its “more sports, more live” motto, launched
at the beginning of this year. With a total of 242 hours – equating to 13.7 percent of all programming –
DSF significantly increased its live coverage compared with the second quarter of the previous year
(216 live hours and a programming share of 12.1 percent).
The reporting period’s program highlights from the core soccer sector included in particular the First and
Second Bundesliga formats, as well as the U20 World Cup in the Netherlands. In addition, DSF provided
over 70 hours of reports from the Wimbledon tennis tournament during the second quarter 2005. For
the first time, the station also reported from the Tour de Romandie, with more top cycling coming from
the Tour de Suisse. DSF holds the transmission rights to both cycling sporting classics until 2007
Q2 2005
5
Q2 2005
inclusive. Further top highlights during the reporting period included the Ice Hockey World Cup in Austria,
the 24 hours of the Nürburgring (motor sports), Formula 1, the Handball Bundesliga and boxing.
Best Second Soccer League ratings since March 2001 with Hattrick – Die 2. Bundesliga LIVE
A top performance was achieved by Hattrick – Die 2. Bundesliga LIVE, broadcasted every Monday. With
the transmission of the match between Eintracht Frankfurt and MSV Duisburg on the Second Bundesliga’s final match day, DSF achieved the best viewer ratings of the 2004/2005 season and the best
Second League ratings since March 2001. The match attracted an average of 1.82 million viewers to
DSF’s live coverage on May 9, with 3.2 million tuning in at the peak of the clash between the teams,
both of which were promoted to the First Soccer League. Among men aged 14 to 49, DSF achieved a
very good market share of 8.1 percent, as well as 5.7 percent of total viewers. DSF attained the top
ratings of the second quarter 2005 on April 10 with Bundesliga – Der Sonntag. An average of 2.95 million viewers (a peak of 3.46 million) followed the highlights of the clashes Bielefeld vs. Kaiserslautern
and Nuremberg vs. Rostock on DSF. This equates to market shares of 9.5 percent (viewers over three
years of age) and 11.3 percent (men aged 14 to 49). Notable non-soccer ratings achievements included
the Ice Hockey World Cup, with up to 870,000 viewers at its peak, and live transmission of the Tour de
Suisse, with up to 1.04 million viewers and a market share of 4.7 percent (total viewers) and 5.4 percent of the core target group of men aged 14 to 49.
Premium sports on DSF – station acquires UEFA Cup package for three years
DSF secured itself a premium rights package during the second quarter 2005, in the shape of an extensive UEFA Cup deal. As of mid-September in the 2005/2006 season, the sports TV station can broadcast live at least two UEFA Cup matches on every match day up to and including the semi-finals. The
agreement with sports rights marketing agency SPORTFIVE runs for three years and encompasses in
particular the live matches featuring German teams, as well as those with international participation.
This agreement secures the long term future of premium soccer on DSF.
Sport1
During the second quarter 2005, Germany’s largest sports online-portal Sport1 was able to maintain
the positive trend set in the first three months. Its market leadership was further strengthened through
significant expansion in hit rates. Even although overall performance was down slightly against the same
period of the previous year, which was heavily influenced by the UEFA Euro 2004™ in Portugal, Sport1
achieved a very positive earnings contribution for the EM.TV Group.
6
Q2 2005
Continued strong growth in hit rates
The second quarter 2005 was marked by record monthly hit rates. With more than 15 million visits,
Sport1 reached a new record in June 2005. In total, Germany´s largest sports portal recorded 324 million page impressions and 46 million visits in the second quarter 2005. Against the second quarter
2004, this represents an increase in visits of more than 48 percent.
Sport1 maintains its position as teletext producer
Several significant co-operations were secured in the second quarter 2005. The contract with SevenOne
Interactive GmbH for the production and supply of editorial sports content for teletext was extended
until December 31, 2008. Sport1 produces and delivers the entire editorial sports content for the teletext services of German TV stations ProSieben, Sat.1, Kabel 1, N24 and DSF. Furthermore, Sport1 successfully secured Suzuki as a strategic and long-term partner.
PLAZAMEDIA
The German production market remained in a state of flux during the second quarter 2005, due to the
increasing digitalization of TV products. In order to take account of this growth in demand, PLAZAMEDIA’s
new sales unit set to work in May 2005, with positive effects on the development of new business. In
parallel with targeted marketing activities, this initiative resulted in a host of new agreements being reached during the reporting period, partially compensating for the loss of the base signal production contract for the First and Second Bundesliga as of the 2004/2005 season. At the same time, the company
was able to significantly expand its position in the broadcasting sector. The reporting period saw PLAZAMEDIA broadcasting for as many as ten TV stations, against five in the same period the previous year.
Earnings at PLAZAMEDIA were slightly ahead of plan for the second quarter, resulting in a satisfactory
financial contribution.
7 Business Unit Report
PLAZAMEDIA sets a milestone in television technology
As of November 2005, the company will take over live-capable broadcasting for Premiere’s HDTV sports
channel. The 24-hour sports program Premiere Sport HD with live sports and repeats will be broadcasted using the new high definition television technology. With the introduction of the Premiere sports
portal, which was launched in June, PLAZAMEDIA has realized a viewer service that is unique within
German television – subscribers can see Premiere’s complete sports program on one single portal
page. At the same time, it is possible to report on up to 15 sporting events simultaneously.
The fact that PLAZAMEDIA can already work with HDTV right through the entire production process
gives it an absolutely unique position within the marketplace.
Furthermore, the Creative Services business unit was tasked by Kabel Deutschland GmbH (KDG),
Germany’s largest cable network provider, with the conception and production of the Kabel Deutschland
Infokanal. The new channel, which started broadcast on June 1, provides all manner of information on
digital cable television, as well as the program content of the individual stations included in KDG’s Kable
Digital HOME program package. In addition, the ongoing co-operation with Walt Disney Television International was extended beyond 2005. PLAZAMEDIA carries out program management for the Disney
Channel, Playhouse Disney, Disney Toon and Disney Toon +1 channels.
Market position in sports remains strong
The core business with customers Premiere and DSF continued to develop positively. The 2004/2005
soccer season was successfully completed with First and Second Bundesliga productions on behalf of
Premiere and DSF, as well as the UEFA Champions League. PLAZAMEDIA produced all 125 UEFA
Champions League matches for Premiere, including the final, as well as 16 games from the 2005 FIFA
Confederations Cup. In addition, PLAZAMEDIA provided a series of supporting services for the high level
tournament on behalf of host broadcaster HBS (Host Broadcast Service), based in Switzerland.
Q2 2005
8
Q2 2005
European merchandising rights for the 2006
FIFA World Cup™
During the second quarter 2005, EM.TV AG secured eight further licensees for the 2006 FIFA World
Cup™. They included cosmobrandlab AG (non-exclusive license for non-branded headgear in all materials except leather, faux leather and fur), Curly & Smooth Handels GmbH (exclusive rights to non-branded lighters), TVMANIA GmbH (exclusive rights to selected children’s clothing; non-branded), Halbmond
Teppichwerke GmbH (exclusive rights to non-branded carpets, rugs and wall tapestries) and finally
Bullyland Volkmar Klaus AG (exclusive license for non-branded 3D mascot figurines and clip-on plastic
figurines).
The 2005 FIFA Confederations Cup (June 15 to 29) was not only something of a “dress rehearsal” for
the 2006 FIFA World Cup™ in sporting terms, but also with regard to the demand for Official 2006 FIFA
World Cup™ Licensed Products, which experienced strong growth during this period. This also appeared
to put German retailers under noticeable pressure. However, even in advance of this “Mini World Cup”,
EM.TV detected an increase in license enquiry volumes, which manifested itself in the number of agreements reached during the second quarter 2005. In total, sales from the marketing of merchandising
rights for the 2006 FIFA World Cup™ were above expectations in the reporting period.
9 Business Unit Report
Entertainment
Production
Having focused their attention in previous months primarily on material aimed at boys, production companies and TV stations increased their focus during the second quarter 2005 on subject matter for
both sexes. In order to be able to respond early to new market trends, EM.Entertainment GmbH expanded its search for new co-production projects and acquisition opportunities to span the entire bandwidth, i.e. programs for pre-school children and school kids up to 13 years of age. The basic pre-condition in the selection of new programs is that they possess wide-ranging exploitation possibilities and a
high marketing potential with regards to merchandising.
The arrival of Susanne Schosser as Joint Managing Director at EM.Entertainment GmbH and Junior.TV
GmbH & Co. KG on April 1, 2005 was viewed very positively by domestic and international co-production partners alike. Discussions regarding possible co-operations with large production studios from
Europe and the USA were promising.
In addition, work was also carried during the reporting period on preparing the scripts for comedy action
series Staines Down Drains. EM.Entertainment holds the distribution rights for non-English speaking
countries to the series, which is a co-production between EM.TV subsidiary Yoram Gross-EM.TV and
New Zealand animation studio Flux Animation. Also during the second quarter, EM.Entertainment and
Yoram Gross-EM.TV began creative work on pre-school series Zigby. The 3D series is based on the successful Zigby and Friends children’s books written by Brian Paterson.
TV Sales
The modest upward trend with TV sales which had already commenced in previous quarters was also
continued in the second quarter of 2005. At both national and international levels, there was a slight
increase in demand for new productions, as well as for existing program products. It was large TV providers from the key European markets in particular that showed increased interest in new projects, with a
view to realization in co-operation with partners.
The second quarter highlight was the MIPTV trade fair in April 2005 in Cannes, France where EM.TV
subsidiary EM.Entertainment GmbH secured a volume contract with Ukrainian TV station K1. The exclusive agreement spans a period of three years and comprises the delivery of a total of 1,200 half-hour
episodes from the EM.TV program library. In addition, EM.Entertainment expanded its distribution portfolio to include the series Staines Down Drains, which is currently being produced by Yoram GrossEM.TV and Flux Animation.
Q2 2005
10
Q2 2005
In the free-TV sector, EM.Entertainment was able during the reporting period to develop the close business relationships it enjoys in the key Italian market. Italian media group Mediaset acquired broadcasting rights to EM.TV co-production The World of Tosh.
French distribution company IDP was granted free-TV rights to all 52 episodes of the Nils Holgersson
series, and to Bulgarian distributor Diema Vision, EM.Entertainment licensed all 104 episodes of Maya
the Bee. Turkish procurement company Tara Film acquired free-TV rights to 24 animation films on behalf
of terrestrial broadcaster ATV.
Among the most significant international agreements reached in the pay-TV sector during the second
quarter was the sale of 40 episodes of the Captain Future series to Universal Studio Networks for broadcast on pay-TV channel SCI FI, as well as the licensing of rights to the series Sinbad and The Rainbow
Fish to Polish broadcasting group CANAL+ for its Cyfra channel.
Merchandising
The merchandising market for children and young people was marked in the second quarter 2005 by
growing demand for PC and video games, as well as games for cell phones. It is therefore reasonable to
conclude that electronic games licensing will continue to grow in importance in the months to come.
For EM.Entertainment GmbH, the home & living and textile sectors produced some of the second quarter’s biggest licensing income streams. In view of the impending 30 year TV anniversary of Maya the
Bee in 2006, numerous licensees already secured rights to licensed products featuring the popular
bee.
In the textiles sector, EM.Entertainment secured agreements during the reporting period with SANETTA
Textilwerk Gebrüder Ammann GmbH & Co. KG and TVMANIA GmbH for children’s clothing featuring characters from series classics Vicky the Viking and Maya the Bee. The first Vicky products manufactured
by SANETTA will be available in stores as of November 2005. TVMANIA GmbH will introduce its new
Maya the Bee textile collection in time for Christmas 2005 at Neckermann and Toys ‘R’ Us.
11 Business Unit Report
Home Entertainment
Within the Home Entertainment business unit, which includes the licensing of video and DVD rights,
EM.Entertainment concluded a further series of national and international agreements during the
second quarter.
In Germany, EM.Entertainment won a new customer in the shape of Epix Media AG. Within the reporting
period, the production and distribution company acquired video and DVD rights to animation series
Anne of Green Gables and Marco amounting to a total of 102 half-hour episodes. In France, EM.Entertainment reached an agreement with Innovation Distribution Production (IDP). The TV and video distribution company has now also secured the home entertainment rights to all 52 episodes of series classic Tao Tao.
Junior Channel
EM.TV subsidiary Junior.TV GmbH & Co. KG is the program supplier for the Junior family-oriented pay-TV
channel, which can be received in Germany via pay-TV provider Premiere. The channel can be subscribed
to individually, as well as via the “Premiere Kinder” and “Premiere Thema” program packages and allinclusive package “Premiere Komplett”.
At the end of May 2005, Junior saw the introduction of a new program block, providing daily viewing of
popular animation classics and pre-school series from 5.30pm until 8.00pm. These include programs
such as Maya the Bee, Heidi, Vicky the Viking and Sinbad, as well as cult series like Peanuts and
Garfield, aimed at school children.
The second quarter also included broadcast premieres and German TV premieres for animated feature
film Beauty and the Beast, as well as for cartoon shorts Jakob and Hoppity Hooper.
Q2 2005
12 The EM.TV Share
Q2 2005
The EM.TV share
Development of the German capital markets
On the whole, the German capital markets developed on a positive note in the second quarter of the
year. The SDAX increased by 7 percent to 3,802 points in the second quarter. The Prime Media Index
closed unchanged at 183 points in comparison with the first quarter.
Development of the EM.TV share
The share price initially fell to EUR 4.51 by the end of April, followed by a sideways movement ranging
between EUR 4.65 and EUR 5.00. The share price increased again significantly at the end of May and
reached a price of EUR 6.15 in the middle of June. During this period of price increase the report on the
first quarter of 2005 was published, together with the acquisition of the UEFA Cup rights package by
DSF and the partial early repayment of the 8 percent bond with warrants attached 2004/2009 in the
nominal amount of EUR 10 million. The share price afterwards entered a consolidation phase until the
end of June with the EM.TV AG share closing at EUR 5.84 as of June 30, 2005. This was equivalent to
a price loss of EUR 0.10 (-1.7 percent) compared to March 31, 2005.
In the second quarter of 2005 the trading volume fell but the EM.TV share was still the most-traded
share in the SDAX.
The subscribed capital of EM.TV AG including new shares from exercised warrants of the bond with warrants attached, the entry of which in the Commercial Register is still outstanding, amounted to approximately EUR 68.2 million as of June 30, 2005. Of these, EM.TV AG held approximately 17.0 million own
non-voting shares, with approximately 15.3 million shares being reserved for servicing certificate series.
After deducting the company’s own non-voting shares, there were approximately 51.2 million outstanding shares as of June 30, 2005.
Xetra-closing prices of the EM.TV share in comparison with SDAX and Prime Media
77
66
55
44
33
22
11
00
31/01/05
= SDAX
= Prime Media
28/02/05
31/03/05
30/04/05
= EM.TV AG
Indices indexed to the EM.TV closing rate on December 31, 2004 for comparison purposes.
31/05/05
13 The EM.TV Share
Q2 2005
Shareholder structure as of June 30, 2005
Distribution of subscribed capital
Constant Ventures B.V.
Distribution of voting rights
7.1%
Treasury Shares
25.0%
Free Float
67.9%
Constant Ventures B.V.
9.5%
90.5%
Free Float
Information on the EM.TV share as of June 30, 2005
ISIN
DE000 914720 7
Segment
Prime Standard
Indices
SDAX, Prime Media Index
Bloomberg/Reuters
EV4 GR/EV4G.DE
Share price
EUR 5.84
52-week high/52-week low
EUR 6.37/EUR 1.89
Subscribed capital
EUR 68.2 million
Outstanding shares
51.2 million shares
Potential shares from warrants outstanding
> Certificates Series 1 (Subscription price EUR 2.50 until April 18, 2006)
> Certificates Series 2 (Subscription price EUR 3.50 until April 18, 2008)
> Warrants from bond (Subscription price EUR 1.00 until March 30, 2006)
> Others (Employee participation programms and convertible bond)
7.6
7.7
2.7
0.4
million shares
million shares
million shares
million shares
Market capitalization (based on outstanding shares)
EUR 299.0 million
Market evaluation for own issues of outstanding derivatives
EUR 57.6 million
Shares and stock options held by the Management and the Supervisory Board as of June 30, 2005
Werner E. Klatten
Rainer Hüther
Dr. Andreas Pres
Members of the Supervisory Board
Shares
Stock options*
0
0
6,000
0
23,397
23,397
23,396
0
* Within the scope of the restructuring of EM.TV & Merchandising AG into EM.TV AG, the EM.TV AG AGM voted on March 19, 2004 to grant the
merger ratio (73:10) 10/73 to EM.TV AG ordinary shareholders entitled to options under the terms of previously existing options programs.
14 Economic Development
Economic development
Company law changes in the report quarter
The increase in the indirect holdings of EM.TV in the TV Station DSF and the Online Platform Sport1
was completed on May 23, 2005 upon receipt of all the relevant cartel and media-law approvals. Both
companies have been 100 percent subsidiaries of the EM.TV Group since that date.
EM.TV reached an agreement with KarstadtQuelle New, Media AG on February 1, 2005 on the purchase of its 49.9 percent holding in Sport Media Holding GmbH. This company has an 81.13 percent holding in the TV Station DSF and the Online Platform Sport1. EM.TV reached an agreement with the
Swiss investor Dr. Cleven on February 10, 2005 on the purchase of his 18.87 holding in DSF and
Sport1.
General, accounting and valuation principles
According to the provisions of the Prime Standard of the German Stock Exchange (Deutsche Börse),
quarter financial statements have to be drawn up in accordance with IFRS (International Financial
Reporting Standards) or US-GAAP (United States Generally Accepted Accounting Principles). EM.TV issues its consolidated financial statements in accordance with IFRS. The Company is exempt from issuing
its consolidated financial statements in accordance with § 292a of the German Commercial Code
(HGB) therefore.
In the accompanying financial statements at June 30, 2005, IRFS 2 (share-based compensation) has
been newly applied in comparison with the annual financial statements of EM.TV AG at December 31,
2004, with this also resulting in adjustments to the figures for the previous year.
EM.TV changed its segment reporting at the beginning of 2005. For greater transparency purposes, the
“Others” segment is being shown which includes income and costs of EM.TV AG as the holding company
of the Group. The Holding Company was previously attributed to the “Entertainment Segment”. In addition, the former “Consumer Products” Segment has been transferred to the “Others” Segment. Previous
year details relating to this segment have been adjusted accordingly in order to ensure comparability.
Q2 2005
15 Economic Development
Sales and earnings
The development of the EM.TV Group’s business in the first six months of 2005 exceeded its sales and
earnings budget. It should be borne in mind that the first half of the year was scheduled to be weaker
than the second half in the seasonal development of its two operating segments Sports and Entertainment.
The EM.TV Group reports sales of EUR 100.4 million in the first half of 2005 compared with EUR 106.6
million in the corresponding period of the previous year. The difference of 5.8 percent is, inter alia, attributable to the one-off sales generated in the second quarter of 2004 in connection with the geographical
and substantive expansion of the holding in the joint venture company Planeta Junior S.L. in Barcelona
(cf. the report on June 30, 2004). Furthermore, the sales of sports production company PLAZAMEDIA
were affected by the discontinuation of production for the base signal of the Premier and Second Soccer
League as from the 2004/2005 season. Group sales amounted to EUR 49.5 million in the second
quarter of 2005 (previous year’s quarter EUR 59.0 million (-16.1 percent).
Other operating income amounted to EUR 8.4 million in the first half-year. The corresponding amount in
the previous year of EUR 60.0 million was very much marked by the one-off income (of EUR 48.2 million) from the final agreement on business relationships between insolvent KirchMedia, Junior.TV and
EM.TV („Kirch-Settlement“).
The most important cost items in the second quarter developed to a very large extent in line with the
equivalent items in the first three months of the year. Cost of materials, the largest expense item, amounted to EUR 51.9 million in the first half of the year (6 months 2004: EUR 62.2 million), of which EUR
26.7 million were incurred in the period between April and June (equivalent period in 2004: EUR 31.6
million).
At EUR 19.7 million, other operating expenses in the first six months were 16.5 percent below the level
of the previous year (EUR 23.6 million) in the first six months, with this being mainly attributable to the
reduced depreciation charge and the lower level of non-period expenses.
In the first half of the year, the EM.TV Group shows earnings before interest, taxes, depreciation and
amortization (EBITDA) of EUR 12.3 million which was higher than planned. In the same period of the
previous year, EBITDA amounted to EUR 56.5 million (after adjustment for the Kirch Settlement: EUR
8.3 million). A positive EBITDA level of EUR 4.5 million was generated in the second quarter of 2005
(second quarter of 2004; EUR 53.7 million; after adjustment for the Kirch Settlement EUR 5.5 million).
After taking depreciation into account, the half-year’s earnings before interest and taxes (EBIT) were equivalent to EUR 5.0 million (6 months 2004: EUR 49.9 million, after adjustment for the Kirch Settlement
EUR 1.7 million). Earnings before interest and taxes in the second quarter amounted to EUR 0.9 million
(second quarter of 2004: EUR 50.2 million; after adjustment for the Kirch Settlement EUR 2.0 million).
Q2 2005
16 Economic Development
Financial results in the first half of the year amounted to EUR -2.9 million (prior year period: EUR -3.7
million). In accordance with IFRS, a special expense of approximately EUR 1 million is included under
this heading resulting from the premature partial repayment in the second quarter of the year of EUR
10 million of the 8 % bond with warrants attached of 2004/2009.
The Group reports earnings before taxes (EBT) of EUR 2.1 million in the first half of 2005. They are
above budget therefore. Positive earnings before taxes were only scheduled for the fourth quarter of the
year. In the consolidated Group earnings of EUR 140.6 million in the comparable period of the previous
year, account has to be taken of the one-off gain of EUR 94.4 million in connection with the restructuring of the convertible 2000/2005 bond arising in the first quarter of 2004. Earnings before tax (EBT)
amounted to a loss of EUR 2.0 million after adjustment for the aforesaid special gain and the Kirch
Settlement.
After taxation but before minority interests, the half-year’s earnings of the EM.TV Group amounted to
EUR 0.9 million (first half of 2004: EUR 137.9 million, after adjustment for the restructuring gain of EUR
43.5 million and after an additional adjustment for the Kirch Settlement EUR -4.7 million). The Group
shows a loss of EUR 1.9 million separately for the second quarter, inter alia on account of the special
expenses in financial results (comparable period in 2004: earnings of EUR 44.6 million, after adjustment for the Kirch Settlement a loss of EUR 3.6 million).
The earnings of minority interests in the amount of EUR 0.8 million (6 months 2004: EUR 2.1 million)
attributable to the former co-shareholders of DSF and Sport1 have to be deducted in the first six months.
In view of the fact that these companies became wholly-owned subsidiaries of the EM.TV Group with
effect from May 23, 2005, no minority interests have to be shown since the aforesaid date.
After taxation and minority interests, Group earnings of EUR 0.1 million are shown at June 30, 2005
therefore (comparable period in 2004: EUR 135.8 million in the first half of 2004: after adjustment for
the restructuring gain EUR 41.4 million and after adjustment for the Kirch Settlement a loss of EUR 6.8
million). A loss of EUR 2.2 million was attributable to the months of April to June (comparable period in
2004: EUR 42.3 million: after adjustment for the Kirch Settlement, a loss of EUR 5.9 million).
Despite weak advertising markets, the Sports Segment generated sales of EUR 88.5 million in the first
half of the year compared with EUR 91.4 million in the comparable period of the previous year (-3.2 percent). The Segment earnings amounted to EUR 9.5 million (6 months 2004: EUR 12.2 million). The downturn in sales and earnings is mainly attributable to the consequences of the announced and planned
discontinuation of the production order of PLAZAMEDIA for the base signal of the Premier and Second
Soccer League. DSF, PLAZAMEDIA and Sport1 nonetheless made a positive contribution to earnings in
the first half of the year.
Q2 2005
17 Economic Development
The Entertainment Segment (production, marketing and sale of characters and programs for children
and youths) reached a sales level of EUR 11.0 million in the first six months. The downturn compared to
the previous year (EUR 15.2 million) was caused by the absence of the one-off sales from the reorganization of Planeta Junior. The Segment results in the first half of the year amounted to EUR 0.2 million.
The previous year’s amount of EUR 42.7 million is marked by a one-off effect arising from the Kirch Settlement (amounted to of EUR 48.2 million).
The segments results from “Others” were on a similar level with a loss of EUR 4.7 million in the first half
of the year compared with a loss of EUR 4.9 million in the comparable period of the previous year.
Financial position of the Group and cash flow
The consolidated balance sheet total of the EM.TV Group at June 30, 2005 amounted to EUR 305.4
million and was therefore EUR 121.2 million less than the position as the end of 2004 (EUR 426.5 million). This downturn was mainly attributable to the execution of the sale of the 45 percent holding in
Tele München Gruppe (TMG) which was agreed in December 2004. On the assets side of the balance
sheet, goodwill under long-term assets increased from EUR 8.9 million at December 31, 2004 to EUR
42.8 million in the middle of 2005. This was attributable to the increase of the holdings in DSF and
Sport1 to 100 percent - in both cases - in the second quarter of 2005.
Other assets under current assets fell from EUR 137.0 million to EUR 18.1 million as a result of the
receipt of the purchase price for the investment in TMG.
The purchase of shares in the two sports companies and the partial repayment of the bond with warrants attached of 2004/2009 made in the second quarter gave rise to a reduction in liquid funds to
EUR 64.4 million (cash on hand, credit balances at banks and short-term interest-bearing securities)
(December 31, 2004: EUR 106.0 million).
On the liabilities side of the balance sheet, the consolidated shareholder’s equity amounted to EUR
149.2 million at the end of June 2005. The slight reduction in comparison with the equivalent amount
at December 31, 2004 (EUR 153.1 million) was attributable to the reduction in the level of minority
interests. This reduction was in turn attributable to the executed acquisition of the shares of Karstadt
Quelle and Dr. h.c. Hans-Dieter Cleven in DSF and Sport1 in the second quarter. The equity ratio remained at a high level of 48.9 percent up to the middle of the year (December 31, 2004: 35.9 percent).
After the complete redemption of the zero coupon note from the sale proceeds for the holding in TMG,
NIL is shown under non-interest bearing liabilities compared with EUR 113.4 million at December 31,
2004. At EUR 59.1 million, long-term interest-bearing liabilities were EUR 9.4 million lower than at the
end of 2004, especially as a result of the partial repayment of the bond with warrants attached of
2004/2009 at June 30, 2005. This item also includes the remainder of the restructured convertible
bond 2000/2005.
Q2 2005
18 Economic Development
Cash flow
The operating cash flow of the Group amounted to Euro 0.7 million compared with EUR 16.0 million in
the same period of the previous year. EUR 0.2 million accounted for the second quarter.
A positive cash flow of EUR 73.5 million resulted from investment activities in the first six months (comparative period in 2004: an outflow of funds of EUR 14.1 million). In the second quarter the outflow of
funds for financing the acquisitions in the Sports Segment took place, whereas in the first quarter the
accounted inflow of funds from the sale of the shares in TMG was shown.
Cash flow from financing activities amounted to EUR -116.3 million in the first six months compared with
a deficit of EUR 15.6 million in the same period in 2004. Major influences in the aforesaid respect were
the complete repayment of the zero coupon note and the partial repayment of the bond with warrants
attached of 2004/2009.
The total of the individual cash flows resulted to a reduction of EUR 42.1 million in the net liquid funds
of the Group in the first half of the year. The positive cash flow in the previous year (EUR 53.6 million)
was marked by the effect of the deconsolidation of the TMG shares to a very large extent.
Personnel
During the period from January to June 2005, the EM.TV Group employed an average of 623 permanent
employees compared with 624 in the same period in the previous year. Personnel expenses during the
first half of the report year amounted to 25.3 million compared with EUR 24.8 million in the same period
in the previous year (+2.0 percent).
Financial position of EM.TV AG
The financial statements of EM.TV AG which have been drawn up in accordance with the provisions of
the German Commercial Code (HGB) showed a balance sheet total (total assets) of EUR 284.3 million
in its financial statements at June 30, 2005 compared with EUR 295.0 million at the end of the previous year. Liquid assets amounted to EUR 24.7 million (December 31, 2004: EUR 74.5 million), with
this being mainly attributable to the aforesaid purchase of shares in DSF and Sport1 and the partial
redemption of the bond with warrants attached of 2004/2009.
The shareholder’s equity of the AG amounted to EUR 162.3 million at the end of June, with this corresponding to a sound equity capital ratio of 57.1 percent. At the end of the previous year the shareholder’s equity amounted to EUR 162.1 million (equity ratio of 54.9 percent). EM.TV AG still had no liabilities to banks on the balance sheet date of June 30, 2005.
Q2 2005
19 Outlook
Outlook
Based on the development of business in the first six months which slightly exceeds original budgeted
expectations, the Management Board confirms the previous forecasts with regard to the whole year of
2005: The Management Board will strive to achieve an increase of Group sales (2004: EUR 206.6 million) expressed at least a single-figure percentage. The aim is to show positive Group earnings before tax
for the first time excluding any special and one-off effects. This earnings projection is still subject to any
start-up costs or investments which may be required in connection with an entry into the sports betting
sector. In this connection, EM.TV is examining various strategic options, with a decision being planned
in the second half of 2005.
Unterföhring, August 2005
The Management Board
Q2 2005
20 Consolidated Financial Statements
Q2 2005
Consolidated balance sheet Assets
Assets at June 30, 2005 in EUR ‘000
Non-current assets
Film and merchandising rights, EDP-programs
Goodwill
Advance payments
Land, property rights and buildings
Technical equipment and machinery
Other equipment, factory and office equipment
Advance payments and assets under construction
Investments in associated companies
Other investments
Other loans
Long-term receivables
Deferred taxes
Current assets
Finished goods and merchanside/work in process
Trade receivables
Receivables due from associated companies
Receivables due from joint ventures
Other assets
Deferred charges and prepaid expenses
Marketable securities
Cash on hand and at bank
Total Assets
30/6/2005
31/12/2004
89,470
42,777
199
1,360
5,103
1,903
525
2,868
263
71
9,052
4,475
158,066
93,915
8,906
141
1,617
3,965
1,702
73
2,768
258
64
12,761
4,895
131,065
100
56,970
4,223
25
18,077
3,498
10,488
53,955
147,336
66
46,991
4,346
0
136,991
1,203
0
105,961
295,558
305,402
426,623
21 Consolidated Financial Statements
Q2 2005
Consolidated balance sheet Equity and liabilities
Equity and liabilities at June 30, 2005 in EUR ‘000
Equity
Subscribed capital
Deposit paid in respect of approved capital increase
Capital reserves
Special reserves
Reserves for share based payment plans
Other reserves
Consolidated accumulated loss
Own shares
Minority interests
Contribution in connection with share-issues
which have not yet been registered
Long-term liabilities
Long-term accruals and provisions
Non-interest bearing liabilities
Interest bearing liabilities
Long-term other liabilities
Deferred taxation
Short-term liabilities
Bonds
Payments received on account of orders
Trade accounts payable
Liabilities due to associated companies
Liabilities due to joint ventures
Other liabilities
Deferred income and accrued charges
Other accruals and provisions
Tax provisions
Total equity and liabilities
30/6/2005
31/12/2004
66,601
0
101,096
50
122
163
-7,858
-17,052
6,066
149,188
65,617
983
100.631
50
87
-104
-7.937
-17,317
11,090
153,100
1,629
0
2,761
0
59,115
4,200
6,543
72,619
3,100
113,439
68,496
0
7,316
192,351
30
3,770
19,975
273
1,477
33,675
1,086
15,866
5,814
81,966
30
3,100
18,759
0
1,675
35,915
596
16,871
4,226
81,172
305,402
426,623
22 Consolidated Financial Statements
Q2 2005
Consolidated profit and loss account
January 1 to June 30, 2005 in EUR ‘000
1/1 to
30/6/2005
1/4 to
30/6/2005
1/1 to
30/6/2004
1/4 to
30/6/2004
100,448
380
100,828
49,490
353
49,843
106,605
418
107,023
59,048
209
59,257
Other operating income
Cost of materials
Personnel expenses
Amortization and depreciation
Other operating expenses
Earnings before interest and taxes
8,423
-51,931
-25,333
-7,322
-19,672
4,993
4,115
-26,668
-12,353
-3,624
-10,393
920
60,040
-62,229
-24,813
-6,540
-23,556
49,925
54,071
-31,642
-13,065
-3,402
-14,970
50,249
Financial result
Result from restructuring activities
-2,861
0
-2,128
0
-3,662
94,366
-4,055
0
Earnings before taxes
Taxes
2,132
-1,224
-1,208
-710
140,629
-2,736
46,194
-1,638
908
-829
-1,918
-288
137,893
-2,085
44,556
-2,248
79
-2,206
135,808
42,308
Sales
Own work capitalized
Total output
Earnings before minority interests
Profit/loss of minority interests
Consolidated profit
Consolidated loss brought forward
Withdrawal from special reserves
Withdrawal from capital reserves
Consolidated accumulated loss
Total output
EBITDA
EBIT
EBT
Earnings per share (undiluted), in EUR
Earnings per share (diluted), in EUR
-7,937
0
0
-7,858
100,828
12,315
4,993
2,132
-2,139,987
24
1,997,187
-6,968
49,843
4,544
920
-1,208
107,023
56,465
49,925
140,629
0.00
0.00
3.94
3.65
Average number of shares in circulation (undiluted) 50,519,796
Average number of shares in circulation (diluted)
69,262,204
34,492,620
37,165,522
59,257
53,651
50,249
46,194
23 Consolidated Financial Statements
Q2 2005
Consolidated cash flow statements
January 1 to June 30, 2005 in EUR ‘000
1/1/ to
30/6/2005
1/1 to
30/6/2004
79
135,808
432
7,326
-58
-443
0
1,423
6,929
7,545
-924
1,009
-94,366
-29,704
-6,447
-1,383
13,194
-4,148
-1,086
829
672
-21,413
2,085
16,015
-39,768
-1,567
-3,073
-108
0
62
118,000
73,546
-1,861
-11,771
-1,447
-39
922
70
21
-14,105
0
67,220
2,360
-124,986
6,300
254
-20,092
4,264
-116,326
-15,574
Free cash flow for the financial period
-42,108
53,556
Net funds at the beginning of the financial year
Net funds at the end of the financial period
Effects of foreign currency differences
Changes in net funds
105,961
64,443
590
-42,108
47,573
100,447
-682
53,556
Consolidated result for the period under review
Cost of materials due to utilisation-related disposal of assets
Write-down of fixed assets
Gains/losses on disposals of fixed assets
Deferred taxes
Restructuring result
Other non cash items
Net change in stock, receivables and all other assets which are not
investing activities or financing activities
Net change in provisions and accruals
Net change in liabilities and all other liabilities which are not
investing activities or financing activities
Minority interest
Operating cash flow
Investments in acquisition of companies/company shares
Investments to intangible assets
Investments to tangible assets
Investments to financial assets
Proceeds from disposals of intangible assets
Proceeds from disposals of tangible assets
Proceeds from disposal of financial assets
Cash flow from investing activities
Cash flow from changes in liquid funds through deconsolidation
Proceeds from capital increases and allowances by shareholders
Repayment of long-term liabilities
Proceeds from receipt of financing liabilities
Cash flow from financing activities
Short-term bank liabilities
Short-term net funds at the end of the financial period
64,443*
64,443
Changes in liquity funds
Changes in short-term bank liabilities
-41,518
0
*thereof EUR 7,881 thousand bound for security reasons (Y 2004: EUR 7,863 thousand).
100,447 *
100,447
-27,895
-80,769
24 Consolidated Financial Statements
Q2 2005
Segment reporting H1 2005
Segment information by business sectors January 1 to June 30, 2005 in EUR ’000
Sales
Own work capitalized
Other segment income
Segment expenses
thereof amortization and depreciation
Segment results
Period result of associated companies
Entertainment
Sports
Others
Reconciliation
Group
10,967
375
1,831
-12,976
-5,469
88,450
5
3,880
-82,877
-1,414
1,031
0
4,025
-9,718
-439
0
0
-1,313
1,313
0
100,448
380
8,423
-104,258
-7,322
197
9,458
-4,662
0
4,993
98
0
0
0
98
Non-allocated operational elements:
Depreciation on financial fixed
and current assets
Interest expenses
Interest income
-5
-4,624
1,670
Operating income
2,132
Additional segment information
Segment assets
Segment liabilities
Segment investments
131,256
18,066
1,476
131,765
28,766
3,204
34,704
36,251
68
0
0
0
297,725
78,883
4,748
Segment information by region January 1 to June 30, 2005 in EUR ’000
Sales
Period results of associated companies
Segment assets
Segment investments
Germanspeaking
Rest of
Europe
Rest of
World
Group
98,132
812
1,504
100,448
0
285,903
3,584
105
7,057
325
-7
4,765
839
98
297,725
4,748
25 Consolidated Financial Statements
Q2 2005
Segment reporting H1 2004
Segment information by business sectors January 1 to June 30, 2004 in EUR ’000
Entertainment
Sports
Others
Reconciliation
Group
Sales
Own work capitalized
Other segment income
Segment expenses
thereof amortization and depreciation
15,168
418
52,866
-25,752
-4,648
91,437
0
3,804
-83,072
-1,325
0
0
3,370
-8,314
-567
0
0
0
0
0
106,605
418
60,040
-117,138
-6,540
Segment results
42,700
12,169
-4,944
0
49,925
-204
0
0
0
-204
Period result of associated companies
Non-allocated operational elements:
Depreciation on financial fixed
and current assets
Interest expenses
Interest income
-3,354
-1,659
1,735
Result from restructuring activities
94,366
140,629
Operating income
Additional segment information
Segment assets
Segment liabilities
Segment investments
217,411
48,437
11,638
83,704
29,977
1,618
510
293
0
0
0
0
301,625
78,707
13,256
Germanspeaking
Rest of
Europe
Rest of
World
Group
102,845
2,464
1,296
106,605
-185
289,036
11,841
0
8,110
20
-19
4,479
1,395
-204
301,625
13,256
Segment information by region January 1 to June 30, 2004 in EUR ’000
Sales
Period results of associated companies
Segment assets
Segment investments
26 Consolidated Financial Statements
Q2 2005
Changes in consolidated equity
in TEUR
Subscribed
capital
Solved
capital
increase
Capital
reserves
Special
reserves
Reserves
for stock
option
plans
146,054
0
1,968,527
581
30
As of 1/1/2004
Cash increase from convertible bonds
Own Minority
shares interests
0
0
7,202
17
Total
-17,553
17
29
Employee benefit expenses according to IFRS 2
Withdrawal from special reserve
for repayment of convertible loan
29
-24
Withdrawal from capital reserve for end
of conversion right for the convertible bond
Capital reduction as a result
of the merger (73 : 10)
Accumulated
losses
brought
Other
reserves
forward
-2.139.987
40 -2,139,987
-28,660
24
0
28,660
0
0
126,062
-126,062
Capital increase from issueing
of shares to the former bondholders
28,265
Transfer of own shares
17,343
0
0
28,265
-17,343
0
3,184
Capital increase from bonds
3,184
30
Capital increase from options
Offsetting of capital reserve with
consolidated accumulated loss
1,968,527
-1,968,527
0
17
47
0
0
Changes in consolidated entities
Adjustments in equity
-2
-2
-84
-84
2.069.11
-147
Currency conversion differences
135,808
Consolidated net profit for the period
As of 30/6/2004
-147
65,617
0
100,616
557
2,085
137,893
59
-107
-6,968
-17,326
9,201
151,649
87
-104
-737
-7,937
-17,317
11,090
153,100
5
As of 1/1/2005
Cash increase from options
65,617
983
983
-983
100,631
50
0
485
Capital increase from options
265
35
Employee benefit expenses according to IFRS 2
35
Changes in consolidated entities
Acquisition of minority interests
25
25
-5,878
-5,878
267
Currency conversion differences
267
79
Consolidated net profit for the period
As of 30/6/2005
730
66,601
0
101,096
50
122
163
-7,858
-17,052
829
908
6,066
149,188
27 Consolidated Financial Statements
Q2 2005
Information on the Initial Application of IFRS 2
(Share based Compensation)
1. Share-Based Compensation
On the strength of the resolution of the annual general meeting of the former EM.TV & Merchandising
AG held on July 22, 1999, which was amended by the resolution passed by the annual general meeting
held on July 26, 2000, the Management Board was empowered to issue a stock option program for the
employees and the members of the Management Board of the Group companies with the approval of
the Supervisory Board. In connection with the merger of EM.TV & Merchandising AG into EM.TV AG, the
options were transferred to EM.TV AG in an adjusted form.
The terms and conditions of the option program envisage, inter alia, that a maximum of 50 percent of
the option right may be granted at the earliest two years after their issue (Tranche 1) and the remaining
50 percent at the earliest four years after their issue (Tranche 2). Non-exercised option rights lapse ten
years after their issue. For all options granted as from 2000, this gives rise to the exercise price per share
plus a surcharge of 10 percent on the reference price as the earnings objective for Tranche 1 option
rights and a surcharge of 20 percent for Tranche 2 option rights (Reference Price Method).
Based on the obligatory application of IFRS 2, No. 53, all share options which were granted after November 7, 2002 and which had not been vested on January 1, 2005 have been included in the balance
sheet in accordance with IFRS 2. There is only a disclosure obligation for options which were issued
prior to November 7, 2002 or for which the vesting period is already expoired.
Issued Options
Date
Reference price
after the merger
in EUR
Number of
authorized
options
Number of
shares
Outstanding at Outstanding at
the beginning
the end
of the period
of the period
Options accounted for in accordance with IFRS
September 20, 2002
June 30, 2003
September 19, 2003
6.64
11.68
11.02
58,000
137,500
27,000
7,945
18,835
3,698
58,000
137,500
27,000
58,000
137,500
3,698
47,671
342
25,273
142,876
16,301
7,945
348,000
2,500
184,500
1,043,000
119,000
58,000
348,000
2,500
184,500
1,043,000
119,000
58,000
Options not accounted for in accordance with IFRS
November 15, 1999
August 3, 2000
March 1, 2001
January 31, 2002
June 7, 2002
December 20, 2002
357.55
381.43
47.45
16.64
9.42
6.64
348,000
2,500
184,500
1,043,000
119,000
58,000
28 Consolidated Financial Statements
Q2 2005
2. Effects of the initial application
In Accordance with IFRS 2, No. 55, an adjustment has to be made in the comparative information and,
if appropriate, the opening balance sheet values for revenue reserves for the earliest reporting pereiod
shown. The following adjustments have therefore been made in the profit and loss account and also in
the balance sheet of the previous year.
Effects of the initial application in EUR ‘000
Balance sheet-effects at December 31, 2004
P&L-effects
Q2/2005
Q2/2004
Personnel
expenses
Deferred
taxes
Adjustment
Reserve
Accumulated
loss
Deferred
taxes
35
29
13
11
87
-54
33
Information on the Consolidated Companies
The following companies have been included and fully consolidated for the first time in the consolidated financial statements for the current financial year:
EM.TV Sport Management GmbH, Ismaning
This company was included in the consolidated financial statements with effect from January 1, 2005.
The company is developing new business models in the Sports Segment. It was not included in the consolidated financial statements at December 31, 2004 for immateriality reasons. The share capital of
the company amounts to EUR 25,000.
A net loss for the year of TEUR 374 was incurred in the current reporting period with sales of EUR 0.
Long-term assets amount to TEUR 472 and short-term assets to TEUR 941 constitute the total group
assets. The Company had short-term liabilities of TEUR 188.
EM.TV sustained no outflow of funds as a result of the initial consolidation The Company had other
assets of TEUR 50 and liquid funds of TEUR 61. Minority interests of TEUR 25 and other liabilities of
TEUR 86 were acquired in this process.
DSF Deutsche SportFernsehen GmbH, Ismaning – Sport1 GmbH, Ismaning
The post-acquisition of the 49.9 percent holding in Sport Media Holding and 18.87 percent in DSF and
Sport1 was effected upon receipt of the approval by the cartel and media law authorities. The bases for
the aforesaid were the agreements reached on February 1, 2005 and February 10, 2005 with the former
co-shareholders KarstadtQuelle New Media AG and Dr. h.c. Hans-Dieter Cleven regarding the sale of the
shares held by them. EM.TV has a direct or indirect 100 percent holding in DSF and Sport1 therefore.
The post-acquisition have rise to a goodwill of TEUR 33,891 with the simultaneously acquisition of
minority interests in the amount of TEUR 5,878.
Q2 2005
Corporate calendar
Finance calendar
November 22, 2005 Report for the third quarter of 2005
Note: Analysts conference calls will usually be on the release day of the annual report and
the quarterly reports respectively.
Event calendar
September 21 – 22, 2005 licensing.forum, Munich
September 21 – 25, 2005 Cartoon Forum, Kilding/Denmark
September 28 – 29, 2005 Online Marketing Day, Düsseldorf
October 19 – 23, 2005 Bookfair, Frankfurt
October 15 – 16, 2005 MIPCOM Junior, Cannes
October 17 – 21, 2005 MIPCOM, Cannes
October 26 – 28, 2005 Medientage, Munich
Production Credits
Published by
EM.TV AG, Beta-Straße 11, 85774 Unterföhring, Germany, Tel. +49 (O) 89 99 500 - 0, Fax +49 (0) 89 99 500 -111
E-Mail [email protected], www.em.tv, HRB 148 760 AG Munich
Edited by
EM.TV AG Communications/Investor Relations, Frank Elsner Kommunikation für Unternehmen GmbH, Westerkappeln
Designed by
EM.TV AG Graphics
EM.TV AG
Beta-Straße 11
85774 Unterföhring, Germany
Tel. +49 (0) 89 99 500 -0
Fax +49 (0) 89 99 500 -111
E-Mail [email protected]
Internet www.em.tv
HRB 148 760 AG München