Borrowings and Financing Structure

ProSiebenSat.1 Group uses various financing instruments and practices active financial management. As of December 31, 2018, debt accounted for 83% of total equity and liabilities (December 31, 2017: 81%). At EUR 3,194 million or 59%, the majority was attributable to the Group’s non-current and current financial debt (December 31, 2017: 60%).

The Group continuously monitors and assesses developments on the money and capital markets. In March 2018, ProSiebenSat.1 Group extended the duration of the syndicated and the syndicated by one year at a time. In addition, ProSiebenSat.1 Group has notes in the amount of EUR 600 million. The notes are listed on the regulated market of the Luxembourg stock exchange (ISIN DE000A11QFA7); the coupon of the notes is 2.625% per annum. Since 2016, the Group’s portfolio has also included three syndicated promissory notes totaling EUR 500 million with maturities of seven years (EUR 225 million at a fixed interest rate and EUR 50 million at a variable interest rate) and ten years (EUR 225 million at a fixed interest rate).

083 / Debt financing instruments and maturities as of December 31, 2018 in EUR m

083 / Debt Financing Instruments and Maturities As of December 31, 2018 in EUR m (Bar chart)

1 Not drawn.

Rating agencies do not take ProSiebenSat.1 Group’s loan agreement or notes into account in their credit ratings. For this reason, no corresponding statements are made here.

Interest payable on the term loan and the RCF is variable and based on Euribor money market rates plus an additional credit margin. The Group uses in the form of and interest rate options to hedge against interest rate changes caused by the market. As of December 31, 2018, the proportion of fixed interest was approximately 98% of the entire long-term financing portfolio. The average fixed rate of the interest rate swaps was 0.5% per annum; the average interest rate cap was 1%. In 2018, the Group entered into interest hedges in the amount of EUR 1,000 million to hedge against interest rate risks in the period from 2020 to 2023.

Financing Analysis

The is a key indicator for Group-wide financial and investment planning. It reflects the ratio of to over the last twelve months (LTM adjusted ). The target is a ratio between 1.5 and 2.5 at the end of the relevant year. The target range may be exceeded for a short period of time as a result of fluctuations during the year. The leverage ratio was 2.1 as of December 31, 2018 (December 31, 2017: 1.6) with net financial debt of EUR 2,163 million (December 31, 2017: EUR 1,632 million). The higher net financial debt reflects the development of the cash flows, characterized among other things by earnings performance, payments for the repurchase of own shares, the acquisition of eHarmony Group and higher tax payments.

As of December 31, 2018, the definition of ProSiebenSat.1 Group’s net financial debt does not include lease liabilities according to IFRS 16. They amounted to EUR 155 million. Also not included are real estate liabilities of EUR 22 million. In the comparative period, the liabilities for finance leases under IAS 17 of EUR 65 million are likewise not included.

084 / Net financial debt1 in EUR m

084 / Net Financial Debt 1 in EUR m (Bar chart)

085 / Leverage Ratio1

085 / Leverage Ratio 1 (Bar chart)

1 After reclassification of cash and cash equivalents of companies held for sale due to portfolio adjustment. Net financial debt is defined as total borrowings minus cash and cash equivalents and certain current financial assets. The leverage ratio is derived by calculating the ratio of net financial debt to adjusted EBITDA of the last twelve months (LTM adjusted EBITDA).

086 / Principles and objectives of financial management

The Group Finance & Treasury department centrally controls financial management throughout the Group and pursues the following objectives:

  • to secure financial flexibility and stability, i.e. to maintain and optimize the Group’s funding ability,
  • to ensure that the entire Group remains solvent by managing its liquidity efficiently across the organization,
  • to manage financial risks by using derivative financial instruments.

The Group financial management covers the capital structure management and Group-wide funding, cash and liquidity management, and the management of market price risks, counterparty risks and credit default risks. This includes the following tasks:

  • Capital structure: In connection with capital structure management at ProSiebenSat.1 Group, managing the leverage ratio is given particular priority. The Group has defined a target range of 1.5 to 2.5 and takes into account factors such as the level of market receptivity, funding terms and conditions, flexibility or restrictions, diversification of the investor base and maturity profiles in its choice of suitable financing instruments. ProSiebenSat.1 Group manages its funds on a centralized basis.
  • Cash and liquidity management: As part of its cash and liquidity management, the Group optimizes and centralizes cash flows and secures liquidity across the Group. Cash pooling is an important tool here. Using rolling Group-wide liquidity planning, ProSiebenSat.1 Group captures and forecasts both operating cash flows and cash flows from non-operating activities, thus deriving liquidity surpluses or requirements. Liquidity requirements are covered either by existing cash positions or the revolving credit facility (RCF).
  • Management of market price risks: The management of market price risks comprises centrally managed interest rate and currency management. In addition to cash instruments, derivatives in the form of conditional and unconditional forward transactions are deployed. These instruments are used for hedging purposes and serve to limit the effects of interest and currency volatility on the net result and cash flow.
  • Management of counterparty and credit default risks: The management of counterparty and credit default risks centers on trading relationships and creditor exposure to financial institutions. When entering into trading transactions, ProSiebenSat.1 Group pays attention to ensuring that business is widely diversified involving counterparties of sufficiently high credit quality. For this purpose, the Group draws on external ratings supplied by international agencies. The Group’s risk with respect to financial institutions arises primarily from its investment of cash and cash equivalents and from its use of derivatives as part of its interest rate and currency management activities.

Analysis of Liquidity and Capital Expenditure

In the financial year 2018, ProSiebenSat.1 Group generated a cash flow from operating activities of EUR 1,459 million (previous year: EUR 1,621 million). The decline primarily reflects the earnings performance. In addition, higher tax payments had an impact. The development of was in line with the previous year.

087 / Investments by segment1 in %, 2017 figures in parentheses

087 / Investments by Segment 1 in %, 2017 figures in parentheses (Pie chart)

1 Investments by segment before M&A activities.

Detailed information on off-balance-sheet investment obligations can be found in the Notes, Note 31 “Other financial obligations”, page 205

088 / CASH FLOW STATEMENT in EUR m

 

Q4 2018

Q4 2017

2018

2017

1

Includes the cash and cash equivalents of the companies held for sale.

2

The cash and cash equivalents shown in the cash flow statement correspond to the cash and cash equivalents reported in the statement of financial position as of the respective closing date.

Net result

– 33

167

250

481

Cash flow from operating activities

550

665

1,459

1,621

Cash flow from investing activities

– 487

– 422

– 1,536

– 894

Free cash flow

63

243

– 78

728

Cash flow from financing activities

– 40

– 12

– 468

– 426

Effect of foreign exchange rate changes on cash and cash equivalents

8

– 5

17

– 14

Change in cash and cash equivalents

31

226

– 528

288

Cash and cash equivalents at beginning of reporting period

1,000

1,3331

1,5591

1,271

Cash and cash equivalents classified under assets held for sale at end of reporting period

-/-

7

-/-

7

Cash and cash equivalents at end of reporting period2

1,031

1,552

1,031

1,552

The cash flows from investing activities resulted in an cash flow from investing activities of minus EUR 1,536 million for the financial year 2018 (EUR –894 million). The increase in cash outflow of 72% or EUR 643 million primarily reflects the Group’s M&A activities:

  • Cash outflow from additions to the amounted to EUR 302 million (previous year: EUR 197 million) in 2018 and mainly reflects purchase price payments for the acquisition of eHarmony Group, Zirkulin, esome, Aboalarm, and Kairion as well as deferred purchase price payments for Verivox Holding, Virtual Minds AG, Freiburg im Breisgau and the US production companies Fabrik Entertainment, LLC and Kinetic Content, LLC. The value for 2017 includes purchase price payments for Jochen Schweizer GmbH, the film distributor Gravitas, and ATV.

Assets resulting from initial consolidations are not reported as segment-specific investments. Cash and cash equivalents used for the acquisition of the initially consolidated entities are shown as “cash outflow from additions to the scope of consolidation.”

  • Cash inflow from the sale of consolidated subsidiaries fell by EUR 467 million year-on-year and amounted to EUR 6 million (previous year: EUR 473 million). In 2018, maxdome, 7NXT and Tropo were , and purchase price payments were received for disposals made in previous years. In 2017, the Group conducted an extensive review process of its travel portfolio and realized the sale of Etraveli, among other things.
  • The cash outflow for the acquisition of programming rights amounted to EUR 1,070 million. This is an increase of 2% or EUR 23 million compared to 2017. 100% of the programming investments were made in the Entertainment segment (previous year: 100%). 56% went on licensed programs (previous year: 62%) and 42% on commissioned productions (previous year: 38%).
    Group Earnings

Programming investments are a focal point in investing activities. In addition to the purchasing of licensed formats and commissioned productions, in-house formats secure the Group’s programming supply. They are based on the development and implementation of own ideas and, unlike commissioned productions, are produced primarily for broadcasting in the near future. For this reason, they are recognized immediately as an expense in cost of sales and are not considered as an investment.

  • Investments in property, plant and equipment increased to EUR 55 million (+26% or EUR –12 million year-on-year). Most of this was also attributable to the Entertainment segment at 81% (previous year: 75%) and was related to technical facilities and leasehold improvements at the Unterföhring site. EUR 106 million also went on other intangible assets (–5% or EUR +6 million year-on-year). At 68%, the Group invested in other intangible assets primarily in the Entertainment segment (previous year: 82%).

The developments described resulted in a free cash flow of minus EUR 78 million for 2018 (previous year: EUR 728 million).

M&A cash flow amounted to minus EUR 321 million, after EUR 260 million in 2017. The previous year’s figure is shaped by the net cash inflow from the sale of Etraveli; the cash outflows for additions to the scope of consolidation had an opposite effect.

The free cash flow before M&A amounted to EUR 244 million (previous year: EUR 468 million) and was therefore also down on the previous year. This equates to a decrease of 48%, which is primarily based on the earnings performance and higher cash outflow for the acquisition of programming rights.

089 / RECONCILIATION OF FREE CASH FLOW BEFORE M&A MEASURES in EUR m

 

Total cash flow

M&A cash flow

Cash flow before M&A

Cash flow from operating activities

1,459

–/–

1,459

Proceeds from disposal of non-current assets

31

29

2

Payments for the acquisition of other intangible and tangible assets

– 161

–/–

– 161

Payments for the acquisition of financial assets

– 44

– 42

– 2

Proceeds from disposal of programming assets

17

–/–

17

Payments for the acquisition of programming assets

– 1,070

–/–

– 1,070

Payments for the issuance of loan receivables to external parties

– 7

– 7

–/–

Proceeds from the repayment of loan receivables from external parties

–/–

–/–

–/–

Payments for the issuance of loan receivables to financial assets

– 7

– 7

–/–

Proceeds from the repayment of loan receivables from financial assets

1

1

–/–

Cash flow from obtaining control of subsidiaries or other businesses (net of cash and cash equivalents acquired)

– 302

– 302

–/–

Cash flow from losing control of subsidiaries or other businesses (net of cash and cash equivalents disposed of)

6

6

–/–

Cash flow from investing activities

– 1,536

– 321

– 1,215

Free cash flow

– 78

– 321

244

: Total cash and cash equivalents generated in operating business less the balance of cash used and generated in the context of investing activities. : Free cash flow adjusted for cash used and generated by M&A transactions (excl. transaction costs) related to majority acquisitions that are carried out and planned, the purchase and sale of investments accounted for using the equity method and other investments with the exception of investments.

Cash flow from financing activities amounted to minus EUR 468 million (previous year: EUR –426 million). This figure is characterized by various contrary developments: The sale of shares in the NuCom Group to General Atlantic resulted in an inflow of EUR 286 million in the reporting period. In contrast, cash outflow of EUR 221 million resulted from purchase price payments for additional shares in Parship Elite Group and the acquisition of additional shares in SilverTours and Sonoma Internet GmbH, Berlin operator of the platform Amorelie. There was also a cash outflow due to the payment in May 2018 in the amount of EUR 442 million (previous year: EUR 435 million). The repurchase of treasury shares resulted in a cash outflow of EUR 50 million. At the same time, payments for lease liabilities increased by EUR 24 million to EUR 40 million as a result of the initial application of IFRS 16. Under IAS 17, payments for “leases classified as operating leases” were reported under cash flow from operating activities in previous years.

The cash flows described resulted in a decrease in cash and cash equivalents of 34% or EUR 521 million year-on-year to EUR 1,031 million. The Group thus has a comfortable level of liquidity despite this decline.

Analysis of Assets and Capital Structure

Total assets amounted to EUR 6,468 million as of December 31, 2018 (–2% or EUR –101 million). The decline in cash and cash equivalents was mainly offset by higher intangible assets and property, plant and equipment, so total assets changed only marginally overall year-on-year. With an equity ratio of 17% (December 31, 2017: 19%), ProSiebenSat.1 Group has a solid asset and capital structure. The key items in the statement of financial position are described in more detail below:

090 / Change in Cash and Cash Equivalents in EUR m

090 / Change in Cash and Cash Equivalents in EUR m (Graphic)
  • Current and non-current assets: As of December 31, 2018, goodwill increased by 7% to EUR 1,962 million (December 31, 2017: EUR 1,831 million); its share in total assets was 30% (December 31, 2017: 28%). Other intangible assets increased by 11% to EUR 824 million (December 31, 2017: EUR 745 million). This development was driven by the initial consolidations in 2018, primarily of esome and eHarmony Group. Property, plant and equipment rose by 60% or EUR 122 million to EUR 327 million. This was due to the capitalization of leased property, plant and equipment as a result of applying the new reporting standard IFRS 16 for the first time as of January 2018.
    Notes, Note 16 “Goodwill”, page 180

    Other non-current financial and non-financial assets grew by 39% amounting to EUR 249 million (December 31, 2017: EUR 179 million). This increase was primarily due to new media-for-equity and fund investments and positive valuation effects on these investments. Other current financial and non-financial assets increased to EUR 122 million (December 31, 2017: EUR 105 million). This was partly attributable to the positive development of currency hedging instruments. In addition, current trade receivables increased by EUR 27 million or 5% to EUR 529 million (December 31, 2017: EUR 501 million).

    decreased by 7% year-on-year and amounted to EUR 1,113 million (December 31, 2017: EUR 1,198 million). This decline compared to December 31, 2017, primarily results from the realignment of the programming strategy described under “Group Earnings.” Program acquisitions of EUR 1,070 million had an opposite effect. Programming assets made up 17% of total assets (December 31, 2017: 18%) and comprise non-current and current programming assets.
    Notes, Note 21 “Programming assets”, page 190

    Cash and cash equivalents amounted to EUR 1,031 million. This equates to a decline of 34% or EUR 521 million compared to December 31, 2017, which was primarily due to earnings performance, the acquisition of eHarmony Group, the repurchase of own shares, and higher tax payments.

Employee potential, organizational advantages, own brands or long-term customer relationships are important success factors, which are largely non-financial. On the other hand, we capitalize certain internally generated intangible assets to a limited extent. Further information can be found in the Notes in the “Summary of Key Accounting Principles”, page 230

  • Equity: Despite the positive net result, equity declined by 15% or EUR 182 million to EUR 1,070 million. The development of equity firstly reflects the dividend pay-out of EUR 442 million in May 2018 (previous year: EUR 435 million). Secondly, the share buyback had an effect amounting to EUR 50 million in the fourth quarter of 2018. The corresponding equity ratio was 17% (December 31, 2017: 19%).

As part of the share buyback program, a first tranche totaling 2,906,226 of the Company’s own shares was acquired via the stock exchange in the period from November 9, 2018, to December 11, 2018, inclusively, at an average price of EUR 17.2044 (total amount: EUR 49,999,999.46), without restriction on the use of the treasury shares acquired; they can therefore be used by the Company for all legally permissible purposes or retired. The treasury shares thus acquired comprise EUR 2,906,226.00 or around 1.25% of the share capital.

  • Current and non-current liabilities: Debt increased slightly compared to the closing date in 2017. Overall, liabilities and provisions went up by 2% to EUR 5,398 million compared to December 31, 2017 (EUR 5,317 million). This is due primarily to the increase in provisions for onerous contracts as a result of the refocusing of the programming strategy and to higher lease liabilities as a result of the first-time application of IFRS 16. Payments and positive valuation effects from put option liabilities had an opposite effect. Non-current and current financial debt reported in debt totaled nearly unchanged EUR 3,194 million (December 31, 2017: EUR 3,185 million).

091 / Structure of the Statement of Financial Position in %

091 / Structure of the Statement of Financial Position in % (Bar chart)
092 / Overall Assessment of the Business Performance - Management View

2018 was a challenging year in which we partially adjusted our initial growth forecasts and further developed our strategy. Our relevant financial and non-financial performance indicators developed in line with the most recently published guidance in 2018: Revenues were below the previous year at EUR 4,009 million (previous year: EUR 4,078 million). Adjusted EBITDA and declined by 4% to EUR 1,013 million (previous year: EUR 1,050 million) and by 2% to EUR 541 million (previous year: EUR 550 million), respectively. Adjusted for currency and portfolio effects, ProSiebenSat.1 Group nevertheless posted slight revenue growth year-on-year. At the same time, the share of the non-advertising business increased to 44% (previous year: 43%) despite the deconsolidation of the online travel portfolio.

Advancing digitalization and the associated changes in media usage entail both major opportunities and new challenges for us. This is reflected in the revenue performance of the financial year 2018: While revenues in the Commerce and Content Production & Global Sales segments grew, revenues in the Entertainment segment were below the previous year. The TV advertising market performed unexpectedly weakly and was very volatile. However, we increased our viewer ratings in the German market.

ProSiebenSat.1 Group pursues a digital entertainment strategy in order to serve various media usage interests. We are also responding to the change in viewer behavior with a sharper focus on local programming. For this reason, we reviewed the commitments from existing contracts with US studios and their exploitability in the fourth quarter of 2018. In this context, we identified expenses in programming assets of EUR 354 million, which reduced the net result in the financial year 2018. With this programming strategy, we have laid an important foundation for a modern and forward-looking entertainment business.

093 / COMPARISON OF ACTUAL AND EXPECTED BUSINESS PERFORMANCE

 

Actual Figures 2017

Forecasts 2018 (March 2018)

Forecasts 2018 (November 2018)

Actual Figures 2018

The ProSiebenSat.1 Group published its company outlook for 2018 on February 22, 2018 at the Annual Press Conference as well as on March 15, 2018 in the Annual Report 2017. The company partially adjusted its financial targets in November 2018.

1

Including deconsolidation effects from the travel business.

2

Relevant target group of 14- to 49-year-olds.

Revenues (in EUR m)

4,078

Increase in the low to mid single-digit percentage range

Decrease in the low single-digit percentage range

4,009 (–2%)

Adjusted EBITDA margin (in %)

25.8

Mid 20 percent range

Mid 20 percent range

25.3

Adjusted net income
(conversion rate of adjusted EBITDA to adjusted net income in %)

52

~50%

~50%

53

Leverage ratio
(net financial debt/LTM adjusted EBITDA)

1.6 x

1.5 x – 2.5 x

1.5 x – 2.5 x

2.1 x

 

 

 

 

 

Entertainment

 

 

 

 

External revenues

2,737

Low increase

2,626

Adjusted EBITDA

898

Low increase

881

Content Production & Global Sales

 

 

 

 

External revenues

523

Significant increase

552

Adjusted EBITDA

19

Significant increase

31

Commerce1

 

 

 

 

External revenues

818

Low decrease

831

Adjusted EBITDA

135

Medium decrease

103

 

 

 

 

 

German TV audience market2

27.0%

Leading market position at a high level

27.8%

Term loan
Loan in which the loan obligation is repaid at the end of the agreed duration (secured term loan).
Glossary
Revolving Credit Facility (RCF)
A credit framework that can be repaid and then utilized again within a specific time period.
Glossary
Derivative financial instruments
Financial instruments whose value or price depends on the future prices or prices of other assets (underlying assets). These include forward exchange contracts, interest rate swaps and options.
Glossary
Interest rate swaps
Derivative financial instruments to swap cash flows. For example, with interest rate swaps a swap is made between fixed and floating rate cash flows.
Glossary
Leverage ratio
Common key ratio for measuring the debt position. It is calculated as the ratio of net financial debt to adjusted EBITDA of the last twelve months.
Glossary
Net financial debt
Total loans and borrowings minus cash and cash equivalents and current financial assets.
Glossary
Adjusted EBITDA
Adjusted EBITDA stands for adjusted earnings before interest, taxes, depreciation and amortization.
It describes earnings before interest, taxes, depreciation and amortization, adjusted for certain influencing factors (reconciling items).
Glossary
EBITDA
Abbreviation for Earnings before Interest, Taxes, Depreciation and Amortization.
Glossary
Working capital
Calculated on the basis of current assets minus current liabilities, thus providing an assessment of liquidity. Guarding against the risk of variable cash flows with derivative financial instruments.
Glossary
Scope of consolidation
The full group of entities to be included in the consolidated financial statements.
Glossary
Deconsolidation
If an entity is separated from the Group, all assets and liabilities are eliminated from the consolidated financial statements by way of deconsolidation. This applies if the Group parent loses control, such as by selling all of its shares or its majority interest to third parties, if the parent’s ownership interest is diluted such that it loses control, or if the entity’s valuation changes (e.g. subordinate importance).
Glossary
Free Cash flow
A key parameter for assessing the financial strength of the Group. Total cash and cash equivalents generated in operating business less the balance of cash used and generated in the context of investing activities.
Glossary
Free Cash flow before M&A
Free cash flow adjusted for cash used and generated by M&A transactions (excl. trans-action costs) related to majority acquisitions that are carried out and planned, the purchase and sale of investments accounted for using the equity method and other investments with the exception of media-for-equity investments.
Glossary
Media-for-revenue-share / media-for-equity
Describes a business model introduced by ProSiebenSat.1 Group where start-up companies receive advertisement time in return for a revenue share and/or equity.
Glossary
Dividend
The share of the profit of a stock corporation distributed to the shareholders. The amount of the dividend is proposed by the Executive Board and approved by the Annual General Meeting. The dividend depends, among other things, on the profitability, economic situation and dividend policy of the company. The basis of assessment for the distribution is the profit calculated according to commercial law.
Glossary
Programming assets
Rights to TV program content (e.g. feature films, series, commissioned productions) capitalized as a separate item due to their particular importance for the financial position and performance at ProSiebenSat.1 Group. Feature films and series are posted on the statement of financial position as of the beginning of the license term. Commissioned productions are capitalized as broadcast-ready programming assets as of their date of formal acceptance. Until being broadcast, sport rights are included in advance payments. They are then posted to programming assets. When programs are broadcast, a program consumption item is posted in the income statement.
Glossary
Adjusted net income
Adjusted net income is the net result attributable to shareholders of ProSiebenSat.1 Media SE before the amortization and impairments from purchase price allocations, adjusted for the reconciling items as outlined above as well as additional reconciling items.
These include valuation effects recognized in other financial result, valuation effects of put-options and earn-out liabilities, as well as valuation effects from interest rate hedging transactions. Moreover, the tax effects resulting from such adjustments are also adjusted.
Glossary