Interim / Quarterly Report • Aug 5, 2022
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
the growing economic uncertainties resulting from the war in Ukraine, increasing inflation and supply chain issues. Thanks to our investments into streaming and content and the strong performance of RTL Nederland, our first-half revenue reached a new record level of €3.3 billion. Despite significantly higher streaming start-up losses and a slowdown of the TV advertising markets since March, RTL Group generated a higher Adjusted EBITA – once again demonstrating our ability to generate strong financial results even in challenging conditions.
Given the challenging macroeconomic environment and its impact on advertising markets in particular, we have decided to revise RTL Group's outlook for the full year 2022. RTL Group now expects its Adjusted EBITA to come in at between €1.05 and €1.15 billion including streaming start-up losses and €1.3 and €1.4 billion before streaming start-up losses.
RTL Group continues to deliver on its targets for its growth businesses of streaming and content. Our streaming services continued to grow dynamically and passed the 4.5 million paying subscriber mark. In the second half of 2022, we will expand RTL+ to become a cross-media entertainment service. Our content business is also accelerating, with five acquisitions and step-ups in the past six months, major talent deals and 30 planned films for 2022.
We have also made significant progress in executing our strategy to establish national cross-media champions. The integration of RTL Deutschland and Gruner + Jahr is progressing according to plan, and we sold RTL Belgium and RTL Croatia. We expect the competition authorities in France and the Netherlands to decide on the proposed combinations of both Groupe TF1 and Groupe M6, and Talpa Network and RTL Nederland in autumn. We remain convinced that market consolidation is necessary to compete with the global tech platforms."
Luxembourg, 5 August 2022 − RTL Group announces its reviewed results for the six months ending 30 June 2022.
Streaming revenue2 from RTL+ and Videoland was up 21.5 per cent to €130 million (H1/2021: €107 million).
Distribution revenue3 was up 3.3 per cent to €220 million (H1/2021: €213 million).
conversion rate reflects the level of operating profits converted into cash. Further details can be found in Key performance indicators on pages 13 to 14 5 Net cash/(debt) excludes current and non-current lease liabilities. Including these, net debt as of 30 June 2022 was €–358 million (31 December 2021: net cash of €325 million). See Key performance indicators on
page 14
| H1/2022 €m |
H1/2021 €m |
Per cent change |
|
|---|---|---|---|
| Revenue | 3,276 | 3,014 | +8.7 |
| Adjusted EBITA | 501 | 483 | +3.7 |
| Adjusted EBITA margin (%) | 15.3 | 16.0 | |
| Adjusted EBITA | 501 | 483 | +3.7 |
| Significant special items | (23) | (12) | |
| Impairment and reversals of investments accounted for using the equity method | – | – | |
| Impairment of goodwill and amortisation and impairment of fair value adjustments on acquisitions of subsidiaries |
(18) | (7) | |
| Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value | |||
| of pre-existing interest in acquiree | 111 | 766 | |
| Fair value measurement of investments and re-measurement of earn-out arrangements | (84) | (28) | |
| EBIT | 487 | 1,202 | (59.5) |
| Financial result | (49) | 5 | |
| Income tax expense | (134) | (278) | |
| Group profit | 304 | 929 | (67.3) |
| Attributable to: | |||
| – RTL Group shareholders | 245 | 863 | (71.6) |
| – Non-controlling interests | 59 | 66 | |
| Basic and diluted EPS (in €) | 1.58 | 5.58 | (71.6) |
Groupe M6: In its recently issued report, the case team of the French competition authority considers that the proposed transaction raises significant competition concerns (in particular on the advertising market). The report does not prejudge the final decision by the Board (Collège) of the French competition authority. The nature and scope of the remedies required in the report of the case team would render the parties' proposal irrelevant, in which case the parties would withdraw it. The parties – who intend to maintain their proposal as presented – will respond to the competition authority by around mid-August. The hearings before the Board of the French competition authority are scheduled for 5 and 6 September 2022. A decision is expected in October 2022.
purchase price of €228 million on a cash-free and debt-free basis6, to create Germany's first cross-media champion. G+J contributed popular and trusted media brands such as Stern, Brigitte, Geo, Capital, Schöner Wohnen, Eltern, Landlust and Art to RTL Deutschland, and the integration is progressing well. The potential synergies of the transaction (Adjusted EBITA run-rate impact) are estimated at around €100 million per year, to be fully realised by 2025. RTL Deutschland is on track to achieve these synergies.
6 €210 million was already paid in 2021. The following Gruner + Jahr assets are not part of the transaction and will remain with Bertelsmann: DDV Mediengruppe (Sächsische Zeitung), Territory, AppLike Group and G+J's 25 per cent
shareholding in Spiegel Gruppe
In the first quarter of 2022, RTL Deutschland recorded audience successes with the live broadcast of the Uefa Europa League matches on its linear TV channels and on the streaming service RTL+. In May 2022, RTL Deutschland announced an extensive deal with Uefa to broadcast half of all football matches of the German national team in the Uefa Nations League until 2028, and the European Qualifiers for both the Fifa World Cup 2026 and Uefa Euro 2028. The deal also includes the broadcast of test matches of the German national team as well as final round matches of the Uefa Nations League even without German participation. The acquisition of these sports rights is part of RTL Deutschland's strategy to further grow in both linear television and streaming.
In March 2022, Fremantle signed a three-year international filmmaking agreement with Oscar-winning actress Angelina Jolie. Fremantle and Angelina Jolie will jointly develop a variety of feature films, documentaries and original series that she will produce, direct, or star in.
All aforementioned transactions further demonstrate Fremantle's strategic plan to invest in and grow premium production companies and creative talents from around the world.
Following the initial outlook for the full year 2022 dated 17 March 2022, RTL Group communicated on 6 May 2022 that the German advertising market had been weaker than expected in March and April. Since then, current trading and future prospects of most European advertising markets have continued to soften. Due to this development, the effects of the Fifa World Cup in November and December, and numerous external factors – in particular the war in Ukraine, inflation, energy supply and supply chain issues – RTL Group revised its outlook.
The outlook does not reflect the announced consolidation moves in France and the Netherlands as they are still subject to regulatory approvals, but reflects the acquisition of Lux Vide (as at 3 March 2022), Dancing Ledge Productions (as at 6 April 2022) and Element Pictures (as at 10 May 2022) by Fremantle and the sales of RTL Belgium (as at 31 March 2022) and RTL Croatia (as at 1 June 2022)7.
On this basis and subject to the above:
| 2021e | 2021 | 2022e old | 2022e new | |
|---|---|---|---|---|
| Revenue | ~€6.5bn | €6,637m | ~€7.4bn | €7.3bn–€7.5bn |
| Adjusted EBITA | ~€1,050m | €1,152m | ~€1.15bn | €1.05bn–€1.15bn |
| Streaming start-up losses | ~€150m | €166m | ~€0.25bn | ~€0.25bn |
| 'Adjusted EBITA before streaming start-up losses' | ~€1,200m | €1,318m | ~€1.4bn | €1.3bn–€1.4bn |
| 2021 | 2026e | 7 In addition, the outlook |
|
|---|---|---|---|
| Paying subscribers | 3.804m | 10m | other scope effects, the |
| Streaming revenue | €223m | €1bn | |
| Content spend per annum | €209m | ~€600m |
Profitability is expected by 20268.
Fremantle targets full-year revenue of €3 billion by 2025.
To reach this goal and keep up with the increasing demand for content, RTL Group will invest significantly in Fremantle – both organically and via acquisitions – in all territories across drama and film, entertainment and factual shows and documentaries.
RTL Group is a leading entertainment company across broadcast, streaming, content and digital, with interests in 56 television channels, eight streaming services and 36 radio stations.
The Group's families of TV channels are either number one or number two in six European countries, while RTL Group owns, or has interests in, radio stations in France, Germany, Spain and Luxembourg. RTL Deutschland is the Group's largest business unit and Germany's first crossmedia champion, operating across TV, streaming, radio and digital publishing. RTL Group's streaming services include RTL+ in Germany, Videoland in the Netherlands and 6play and Salto in France.
Fremantle is one of the world's largest creators, producers and distributors of scripted and unscripted content, and is responsible for around 12,000 hours of programming per year, alongside an international network of teams operating in more than 25 countries. The streaming tech company, Bedrock, and the ad-tech company, Smartclip, are also owned by RTL Group.
As a market leader, RTL Group strives to foster alliances and partnerships within the European media industry – for example, by building one-stop advertising sales houses in Germany and the Netherlands with Ad Alliance, and driving international advertising sales with RTL AdAlliance.
RTL Group's strategy is built on three priorities:
RTL Group does not consider its corporate strategy to have changed in a material way since the publication of the Annual Report 2021.
RTL Group's strategy is outlined in more detail on pages 48 to 52 of the Annual Report 2021.
The roots of the company date back to 1924, when Radio Luxembourg first went on air. Compagnie Luxembourgeoise de Radiodiffusion (CLR) was founded in 1931. As a European pioneer, the company broadcast a unique programme in several languages using the same wavelength.
RTL Group itself was created in spring 2000, following the merger of Luxembourg-based CLT-UFA and the British content production company Pearson TV, owned by Pearson Plc. CLT-UFA was created in 1997 when the shareholders of UFA (Bertelsmann) and the historic Compagnie Luxembourgeoise de Télédiffusion – CLT (Audiofina) merged their TV, radio and production businesses.
Bertelsmann has been the majority shareholder of RTL Group since July 2001. RTL Group's shares (ISIN: LU0061462528) are publicly traded on the regulated market (Prime Standard) of the Frankfurt and Luxembourg Stock Exchanges. RTL Group is listed in the MDAX stock index. RTL Group publishes its consolidated financial statements in accordance with IFRS as adopted by the European Union.
For more information see pages 41 to 42 of RTL Group's Annual Report 2021.
RTL Group does not consider the market environment and market trends to have changed in a material way since the publication of the Annual Report 2021 in April 2022.
Since then, Netflix and Disney+ announced that they plan to introduce advertising within their streaming services to offer more attractive prices to subscribers and gain additional advertising revenue. Amazon launched Freevee
RTL Group's shares (ISIN: LU0061462528) are publicly traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange and the Luxembourg Stock Exchange. RTL Group is listed in the MDAX stock index.
1 January 2022 to 30 June 2022 in per cent
(previously IMDb TV) as a free, advertising-financed streaming service. This would increase competition within the advertising markets, especially for RTL Group's hybrid streaming services.
The market environment and market trends are outlined in more detail on pages 46 to 47 of RTL Group's Annual Report 2021.
RTL Group's share price started 2022 at €47.26 and finished the first half of the year down 15.7 per cent, at €39.84, thereby performing better than the German indices SDAX and MDAX. The share price highs and lows were €53.75 (21 April) and €39.16 (16 June).
Quarterly, the average share price evolved as follows: Q1/2022: €49.80 Q2/2022: €44.90
The Group declared a dividend in April 2022 that was paid on 5 May 2022. The payment of €5.00 (gross) per share related to the 2021 full-year dividend. The total dividend paid amounted to €774 million. Based on the average share price in 2021 (€48.60), this represents a dividend yield of 10.3 per cent (2021: 8.9 per cent) and a dividend payout ratio of around 80 per cent, in line with the Group's dividend policy.
For more information on the analysts' views on RTL Group and RTL Group's equity story, please visit Investor Relations on company.rtl.com.
In 2019, RTL Group decided to cancel its ratings from both S&P and Moody's. Until the date of the cancellation, these ratings were fully aligned to RTL Group's parent company, Bertelsmann SE & Co KGaA, due to its shareholding level and control of RTL Group.
RTL Group's dividend policy offers a pay-out ratio of at least 80 per cent of the Group's adjusted net result.
The adjusted net result is the reported net result available to RTL Group shareholders, adjusted for any material non-cash impacts. RTL Group reports its adjusted net result at the time of its full-year results announcement.
The share capital of the company is set at €191,845,074, divided into 154,742,806 shares with no par value.
The shares are in the form of either registered or bearer shares, at the option of the owner.
Bertelsmann has been the majority shareholder of RTL Group since July 2001. As at 30 June 2022, Bertelsmann held 76.28 per cent of RTL Group shares, and 23.72 per cent were free float.
There is no obligation for a shareholder to inform the company of any transfer of bearer shares save for the obligations provided by the Luxembourg law of 15 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market. Accordingly, the company shall not be liable for the accuracy or completeness of the information shown.
A detailed, up-to-date overview of the analysts' views on RTL Group can be found on company.rtl.com.
RTL Group analyses key performance indicators (KPIs) to manage its businesses, including revenue, organic growth/ decline, Adjusted EBITA, Adjusted EBITA margin, net debt, operating cash conversion rate and audience shares in the company's main target groups. RTL Group's key performance indicators are mostly determined on the basis of so-called alternative performance measures, which are not defined by IFRS. Management believes they are relevant for measuring the performance of the Group's operations, financial position and cash flows, and for
Organic growth/decline
information for users of the financial statements regarding the management of the Group on a consistent basis over time and regularity of reporting. These should not be considered in isolation but as complementary information for evaluating the Group's business situation. RTL Group's KPIs may not be comparable to similarly titled measures reported by other groups due to differences in the way these measures are calculated.
making decisions. These KPIs also provide additional
Organic growth is calculated by adjusting the reported revenue growth mainly for the impact of exchange rate effects, corporate acquisitions and disposals. It should be seen as a component of the reported revenue shown in the income statement. Its main objective is for the reader
to isolate the impacts of portfolio changes and exchange rates on the reported revenue. When determining the exchange rate effects, the functional currency that is valid in the respective country is used. Potential other effects may include changes in methods and reporting.
EBIT, Adjusted EBITA and EBITDA are indicators of operating profitability. The key performance indicator for the operating profitability of RTL Group and its business units is Adjusted EBITA. Analysts also continue to use EBITDA as a KPI for the Group's profitability. As a result, for these purposes the calculation of EBITDA for the Group is also disclosed.
RTL Group comments primarily on Adjusted EBITA as the KPI for measuring profitability.
Adjusted EBITA represents a recurring operating result and excludes significant special items. RTL Group management has established an 'Adjusted EBITA' that neutralises the impacts of structural distortions for the sake of transparency. Based on the accelerated industry trends explained in the Market section (pages 46 to 47 of RTL Group's Annual Report 2021) and Strategy section (pages 48 to 52 of RTL Group's Annual Report 2021), RTL Group plans to increase its investments in business transformation including streaming, premium content, technology and data. At the same time, management continually assess opportunities to reduce costs in the Group's traditional broadcasting activities – for example, reallocating resources from its traditional businesses to its growing digital businesses – and this may lead to restructuring expenses that are neutralised in the Adjusted EBITA.
Adjusted EBITA is determined as earnings before interest and taxes (EBIT) as disclosed in the income statement excluding the following elements:
Significant special items exceeding the cumulative threshold of €5 million need to be approved by management, and primarily consist of restructuring expenses or reversal of restructuring provisions and other special factors or distortions. The adjustments for significant special items serve to determine a sustainable operating result that could be repeated under normal economic circumstances and is not affected by special factors or structural distortions. In the first half of 2022, 'Significant special items' reflects integration costs for the Gruner + Jahr transaction in Germany as well as transaction costs for the consolidation initiatives.
| H1/2022 €m |
H1/2021 €m |
|
|---|---|---|
| Earnings before interest and taxes (EBIT) | 487 | 1,202 |
| Impairment of goodwill of subsidiaries | – | – |
| Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries | 18 | 7 |
| Impairment and reversals of investments accounted for using the equity method | – | – |
| Re-measurement of earn-out arrangements | – | – |
| Fair value measurement of investments | 84 | 28 |
| Gain/(loss) from sale of subsidiaries, other investments | ||
| and re-measurement to fair value of pre-existing interest in acquiree | (111) | (766) |
| EBITA | 478 | 471 |
| Significant special items | 23 | 12 |
| Adjusted EBITA | 501 | 483 |
In accordance with RTL Group's strategy, the company continued to invest heavily in its streaming services, RTL+ and Videoland, both of which have seen a rapid increase in the number of paying subscribers (for further details see Building national streaming champions on page 50 of RTL Group's Annual Report 2021). RTL Group discloses
additionally the streaming start-up losses defined as a total of Adjusted EBITA from RTL+, Videoland/RTL XL, Salto and Bedrock as consolidated on RTL Group level. For the first half of 2022, the total of streaming start-up losses amounted to €74 million. 'Adjusted EBITA before streaming start-up losses' was €575 million.
The Adjusted EBITA margin as a percentage of Adjusted EBITA of revenue is used as an additional criterion for assessing business performance.
EBITDA represents earnings before interest and taxes (EBIT) excluding some elements of the income statement:
| H1/2022 €m |
H1/2021 €m |
|
|---|---|---|
| Earnings before interest and taxes (EBIT) | 487 | 1,202 |
| Depreciation, amortisation and impairment | 110 | 100 |
| Impairment of goodwill of subsidiaries | – | – |
| Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries | 18 | 7 |
| Impairment and reversals of investments accounted for using the equity method | – | – |
| Re-measurement of earn-out arrangements | – | – |
| Fair value measurement of investments | 84 | 28 |
| Gain/(loss) from sale of subsidiaries, other investments and re-measurement | ||
| to fair value of pre-existing interest in acquiree | (111) | (766) |
| EBITDA | 588 | 571 |
The operating cash conversion rate (OCC) reflects the level of operating profits converted into cash available for investors after incorporation of the minimum investments required to sustain the current profitability of the business and before reimbursement of funded debts (interest included) and payment of income taxes. The operating cash conversion rate of RTL Group's operations is subject to seasonality and investment cycles. RTL Group historically had – and expects in the future to have – a strong OCC due to a high focus on working capital and capital expenditure throughout the Group's operations. OCC should be above 90 per cent in the long-term average and/or it should normally exceed market benchmarks in a given year.
OCC means operating free cash flow divided by EBITA – operating free cash flow being net cash from operating activities adjusted by the following elements: – Income tax paid
The lower operating cash conversion rate in the first half of 2022 was due to unfavourable changes in the net working capital, mainly at RTL Deutschland and Fremantle.
| CEO statement | Financial information | Notes | 14 |
|---|---|---|---|
| H1/2022 €m |
H1/2021 €m |
|
|---|---|---|
| Net cash from operating activities | 84 | 214 |
| Adjusted by: | ||
| Income tax paid | 170 | 238 |
| Transaction-related costs | 3 | 31 |
| Acquisitions of: | ||
| – Programme and other rights | (30) | (41) |
| – Other intangible and tangible assets | (61) | (56) |
| Proceeds from the sale of intangible and tangible assets | – | – |
| Operating free cash flow | 166 | 386 |
| EBITA | 478 | 471 |
| Operating cash conversion rate | 35% | 82% |
The net cash/(debt) is the gross balance sheet financial debt adjusted for:
– Cash and cash equivalents
– Current deposit with shareholder and its subsidiaries reported in 'Accounts receivable and other financial assets'
| 30 June 2022 €m |
31 December 2021 €m |
|
|---|---|---|
| Current loans and bank overdrafts | (559) | (49) |
| Non-current loans | (139) | (635) |
| (698) | (684) | |
| Deduction of: | ||
| – Cash and cash equivalents | 507 | 547 |
| – Current deposits with shareholder and its subsidiaries | 226 | 794 |
| Net cash/(debt) | 35 | 657 |
The net debt excludes current and non-current lease liabilities of €393 million (31 December 2021: €332 million).
RTL Group's estimates for the net TV advertising markets across its key markets show a mixed picture for the first half of 2022. After strong growth in the first quarter, current trading and future prospects of most European TV
advertising markets have softened. A summary of RTL Group's key markets is shown below, including estimates of net TV advertising market growth rates and the audience shares in the main target audience group.
| H1/2022 Net TV advertising market growth rate (in per cent) |
H1/2022 RTL Group audience share in main target group (in per cent) |
H1/2021 RTL Group audience share in main target group (in per cent) |
|
|---|---|---|---|
| Germany | -2.5 to -3.010 | 27.311 | 26.511 |
| France | +2.012 | 22.413 | 23.113 |
| The Netherlands | +17.010 | 34.514 | 33.114 |
| Hungary | +7.110 | 29.015 | 29.815 |
Group revenue was up 8.7 per cent to €3,276 million (H1/2021: €3,014 million), mainly thanks to the strong performance of RTL Nederland, higher streaming revenue, scope effects at RTL Deutschland (from the acquisitions of Gruner + Jahr and Super RTL) and Fremantle as well as positive foreign exchange rate effects. Group revenue was stable organically16 compared to the first half of 2021, as organic revenue growth at RTL Nederland and Groupe M6
was offset by negative effects from the timing of production deliveries at Fremantle.
Q2/2022 Group revenue was up 6.5 per cent to €1,714 million (Q2/2021: €1,610 million), as scope effects, positive foreign exchange rate effects and growth in streaming revenue more than offset timing effects at Fremantle and a decrease in TV advertising revenue.
11 Source: GFK. Target group: 14 to 59, including pay-TV channels 12 Source: Groupe M6 estimate 13 Source: Médiamétrie. Target group: women under 50 responsible for purchases (free-to-air channels: M6, W9, 6ter and Gulli) 14 Source: SKO. Target group: 25 to 54, 18h to 24h 15 Source: AGB Hungary. Target group: 18 to 49, prime time; RTL Hungary has changed the publication of its audience figures as of 2022 and is now using 'Linear SHR' audience share data calculated without the category 'Other' of Nielsen 16 Adjusted for portfolio changes and at constant exchange rates. Further details can be found in Key performance indicators on page 11
10 Source: Industry and RTL Group estimates
Streaming revenue – which includes SVOD, TVOD, in-stream and distribution revenue from RTL+ and Videoland/RTL XL – was up 21.5 per cent to €130 million (H1/2021: €107 million), thanks to the growth in paying subscribers.
RTL Group's advertising revenue was €1,736 million (H1/2021: €1,634 million), of which €1,357 million represented TV advertising revenue (H1/2021: €1,312 million), €179 million represented digital advertising revenue (H1/2021: €156 million) and €93 million represented radio advertising revenue (H1/2021: €99 million).
RTL Group's digital revenue was €487 million (H1/2021: €537 million). The decrease is mainly due to the fact that digital revenue in the first half of 2021 benefited from the launch of the third season of American Gods on Amazon Prime Video and The Mosquito Coast on Apple TV+ and the disposal of SpotX in April 2021.
Adjusted EBITA was up 3.7 per cent to €501 million (H1/2021: €483 million) despite higher streaming start-up losses, driven by significantly higher profit contributions from RTL Nederland. The Adjusted EBITA margin was 15.3 per cent (H1/2021: 16.0 per cent).
Digital revenue is spread over the different categories of revenue, which include digital advertising sales, revenue from distribution and licensing content, and consumer and professional services. In contrast to some competitors, RTL Group recognises only pure digital businesses as digital revenue and does not consider e-commerce, home shopping and distribution revenue as digital revenue. Revenue from e-commerce and home shopping is included in 'revenue from selling goods and merchandise and providing services'.
RTL Group's distribution revenue17 was up 3.3 per cent to €220 million (H1/2021: €213 million).
RTL Group's revenue is well diversified, with 41.4 per cent from TV advertising, 22.8 per cent from content, 14.9 per cent from digital activities, 6.7 per cent from distribution revenue, 2.8 per cent from radio advertising, and 11.4 per cent from other revenue.
Adjusted EBITA before streaming start-up losses was up 7.1 per cent to €575 million (H1/2021: €537 million).
For more detailed information and reconciliation of these measures see Key performance indicators on pages 12-13.
| H1/2022 €m |
H1/2021 €m |
H1/2020 €m |
H1/2019 €m |
H1/2018 €m |
|
|---|---|---|---|---|---|
| Revenue | 3,276 | 3,014 | 2,652 | 3,173 | 3,046 |
| Adjusted EBITA | 501 | 483 | 258 | 538 | 548 |
Investments accounted for using the equity method The total share of results of these investments was €1 million (H1/2021: €14 million).
Fair value measurement of investments of €–84 million (H1/2021: €–28 million) is mostly attributable to the negative valuation effects of the Magnite shares.
In the first half of 2022, RTL Group recorded a gain of €111 million (H1/2021: €766 million), due to capital gains of €110 million from the disposals of RTL Belgium and RTL Croatia.
Financial result amounted to an expense of €–49 million (H1/2021: income of €5 million).
Impairment of goodwill and amortisation and impairment of fair value adjustments on acquisitions of subsidiaries The Group has not recognised any impairment of goodwill. The comprehensive description of the financial result is disclosed in the interim consolidated financial statements.
In the first half of 2022, the tax expense was €134 million (H1/2021: €278 million).
Group profit attributable to RTL Group shareholders was €245 million (H1/2021: €863 million), mainly driven by the disposals of RTL Belgium and RTL Croatia. Group profit attributable to RTL Group shareholders in H1/2021 was mainly driven by the disposal of SpotX.
Earnings per share, based upon 154,742,806 weighted average number of ordinary shares, both basic and diluted, was €1.58 (H1/2021: €5.58 per share based on 154,742,806 shares).
17 Revenue generated across all distribution platforms (cable, satellite, internet TV) including subscription and re-transmission fees
In January 2022, RTL Deutschland GmbH acquired 100 per cent of the share capital of Gruner + Jahr Deutschland GmbH and, on 1 April 2022, 50 per cent of Deutsche Medien Manufaktur (DMM). The acquisitions were preceded by RTL Group's decision in August 2021 to acquire Gruner + Jahr's German publishing assets and brands from Bertelsmann to create a German cross-media champion across TV, streaming, print, radio and digital. The final purchase price amounted to €228 million on a cash-free and debt-free basis of which €210 million was pre-paid in 2021.
In January 2022, RTL Group sold its entire investment in VideoAmp – a US software and data company for media measurement – for US-\$104 million (€92 million) in cash. The transaction was carried out as a share buyback by VideoAmp.
In March 2022, Fremantle acquired 70 per cent of the shareholding in the leading Italian scripted production company, Lux Vide, for €43 million.
In March 2022, RTL Group closed the sale of RTL Belgium to the Belgian media companies DPG Media and Groupe Rossel for €154 million net of cash disposed. The sale is in line with RTL Group's strategy to drive consolidation in the European TV industry, and to build national cross-media champions.
In April 2022, Fremantle increased its stake in Dancing Ledge Productions from 25 per cent to 61 per cent for €6 million. The UK-based production company is behind drama series such as The Responder and The Salisbury Poisonings.
In May 2022, Fremantle acquired 51 per cent of Element Pictures, the production company behind Academy-Award-, Golden-Globe- and BAFTA-winning films The Favourite and Room, the global drama Normal People, and the mini-series Conversations With Friends. The consideration transferred amounted to €55 million and comprises a purchase price payment already made in the amount of €45 million and a contingent consideration in the amount of €10 million.
In May 2022, RTL Group's European ad-tech business, Smartclip, fully acquired the French ad-tech company Realytics for €9 million.
In June 2022, RTL Group sold RTL Croatia to Central European Media Enterprises (CME). The total consideration amounts to €40 million net of cash disposed and is subject of customary adjustments. In addition, RTL Group has agreed to a long-term trademark licensing agreement with the buyer.
In June 2022, Fremantle fully acquired Eureka for an additional US-\$55 million (€53 million) after taking a majority stake of 51 per cent in 2021.
See Related-party transactions on page 41 to 42 of the Condensed interim consolidated financial statements 2022.
See Subsequent events on page 43 of the Condensed interim consolidated financial statements 2022.
| Revenue | H1/2022 €m |
H1/2021 €m |
Per cent change |
|---|---|---|---|
| RTL Deutschland | 1,242 | 1,022 | +21.5 |
| Groupe M6 | 664 | 645 | +2.9 |
| Fremantle | 983 | 909 | +8.1 |
| RTL Nederland | 303 | 253 | +19.8 |
| Other segments | 225 | 302 | (25.5) |
| Eliminations | (141) | (117) | |
| Total revenue | 3,276 | 3,014 | +8.7 |
| Adjusted EBITA | H1/2022 €m |
H1/2021 €m |
Per cent change |
|---|---|---|---|
| RTL Deutschland | 191 | 201 | (5.0) |
| Groupe M6 | 149 | 151 | (1.3) |
| Fremantle | 60 | 61 | (1.6) |
| RTL Nederland | 86 | 54 | +59.3 |
| Other segments | 15 | 16 | (6.3) |
| Eliminations | – | – | |
| Adjusted EBITA | 501 | 483 | +3.7 |
| Adjusted EBITA margin | H1/2022 per cent |
H1/2021 per cent |
Percentage point change |
|---|---|---|---|
| RTL Deutschland | 15.4 | 19.7 | (4.3) |
| Groupe M6 | 22.4 | 23.4 | (1.0) |
| Fremantle | 6.1 | 6.7 | (0.6) |
| RTL Nederland | 28.4 | 21.3 | +7.1 |
| RTL Group | 15.3 | 16.0 | (0.7) |
In the reporting period, the German net TV advertising market was estimated to be down between 2.5 and 3.0 per cent year on year. Total revenue of RTL Deutschland was up 21.5 per cent to €1,242 million (H1/2021: €1,022 million), driven by the acquisitions of Gruner + Jahr in 2022 and Super RTL in 2021. Adjusted EBITA was down 5.0 per cent to €191 million (H1/2021: €201 million), mainly due to increased programme costs for the linear TV channels as well as higher streaming start-up losses. This was partly offset by the reversal of provisions of €35 million relating to the legal proceeding with RTL 2 Fernsehen GmbH & Co KG and its sales house El Cartel Media GmbH & Co KG.
RTL Deutschland's combined average audience share in the target group of viewers aged 14 to 59 grew to 27.3 per cent in the first six months of 2022 (H1/2021: 26.5 per cent). The lead over its main commercial competitor, ProSiebenSat1, increased to 4.9 percentage points (H1/2021: 4.0 percentage points). With its portfolio of eight free-TV and four pay-TV channels, RTL Deutschland reached 28.7 million viewers every day in the first half of 2022 (H1/2021: 30 million viewers)18.
RTL Television remained the market leader in Germany in the target group of viewers aged 14 to 59, scoring an average audience share of 9.5 per cent (H1/2021: 9.4 per cent). Successful formats included the matches of the Uefa Europa League and the German national football team, live shows such as Let's Dance, Ich bin ein Star – Holt mich hier raus! (I'm a Celebrity, Get Me Out of Here!), Die Passion and the evening news show, RTL Aktuell, which scored an average audience share of 18.8 per cent in the target group of viewers aged 14 to 59 (H1/2021: 18.5 per cent). In access prime time, RTL Television's daily drama series Gute Zeiten, schlechte Zeiten (GZSZ) and Alles was zählt continued to attract double-digit average audience shares in the target group of viewers aged 14 to 59, with GZSZ scoring 13.7 per cent in the first half of 2022 (H1/2021: 13.6 per cent).
The streaming service RTL+ increased its paying subscribers by 68.9 per cent year on year to 3.427 million (30 June 2021: 2.029 million). The number of originals launched on RTL+ increased to 29 compared to the same period last year (H1/2021: 24). The growth of RTL+ is mainly a result of its diverse, high-quality programming. The most popular fiction formats included RTL+ originals such as Der König von Palma – the second most successful fiction format ever on the streaming service – the film Weil wir Champions sind and the US series Gossip Girl. Der Bachelor was the most successful reality show, while the Uefa Europa League final between Eintracht Frankfurt and Glasgow Rangers was the most streamed football match on RTL+. Finally, the live broadcast of the Rock am Ring festival proved highly popular, with 4 million views.
Vox slightly increased its audience share to 6.2 per cent in the target group of viewers aged 14 to 59 (H1/2021: 6.1 per cent). In April 2022 – and for the first time – Vox ranked on the second place among the commercial channels in Germany in the target group of viewers aged 14 to 59. In the first half of 2022, Vox ranked third among all channels in Germany in the target group of viewers aged 14 to 49, ahead of Sat1. Successful formats included Die Höhle der Löwen (Dragons' Den) – which had its most successful spring season ever – Mälzer und Henssler liefern ab!, Sing meinen Song, Kitchen Impossible, Das perfekte Dinner, Goodbye Deutschland! and the free-TV premiere of the RTL+ original Weil wir Champions sind.
During the first six months of 2022, Nitro recorded an average audience share of 2.1 per cent (H1/2021: 2.1 per cent) in the target group of viewers aged 14 to 59. Uefa Europa League football matches, motorsport highlights ADAC GT Masters and The Tuning Profis were particularly popular.
The news channel NTV attracted 1.5 per cent of viewers aged 14 to 59 in the first half of 2022 (H1/2021: 1.3 per cent). Ntv.de was particularly strong with an average of 346 million visits per month, it was 18.1 per cent above the same period of the previous year (H1/2021: 293 million).
RTL Up recorded an audience share of 2.0 per cent in the first half of 2022 in the target group of viewers aged 14 to 59 (H1/2021: 1.7 per cent). Vox Up attracted 0.6 per cent of viewers 14 to 59 (H1/2021: 0.4 per cent).
With an average daytime audience share of 17.8 per cent in its target group of children aged 3 to 13 between 06:00 and 20:15 (H1/2021: 20.8 per cent), Super RTL (including Toggo Plus) continued to be the most popular children's channel in Germany.
During the first half of 2022, RTL Zwei attracted 3.8 per cent of viewers aged 14 to 59 (H1/2021: 3.8 per cent).
RTL Deutschland's publishing business was significantly impacted by increased paper prices. Nevertheless, the celebrity magazine Gala kept its paid circulation stable (IVW: +0.3 per cent compared to H1/2021) and increased its market share in single copy sales at the points of sale.
Following the combination of RTL Deutschland and Gruner + Jahr, RTL Deutschland continued to expand its brands cross-media. RTL Television launched the new formats Stern TV am Sonntag and Gala, while Super RTL started a new edutainment format for children, Geolino TV. In the context of the war in Ukraine, new information content was created, including the weekday podcast Ukraine – die Lage, jointly published by Stern and Audio Alliance.
18 Source: TV: own calculations based on AGF/ GFK figures and rights, AGF in cooperation with GFK, KFA (0/1 method), usage filter viewer, finally evaluated
The French net TV advertising market was estimated to be up 2.0 per cent compared to the first half of 2021. Groupe M6's total revenue was up to €664 million (H1/2021: €645 million), mainly driven by non-advertising revenues, which benefited from the recovery of the cinema business and the scope effects from the acquisition of Stéphane Plaza Immobilier as at 1 January 2022. Adjusted EBITA in the first half of 2022 was almost stable at €149 million (H1/2021: €151 million).
The audience share of the Groupe M6 family of free-toair channels in the commercial target of women under 50 responsible for purchases was down to 22.4 per cent (H1/2021: 23.1 per cent). The total audience was 13.9 per cent (H1/2021: 14.7 per cent).
The main channel, M6, reached an audience share of 14.4 per cent among women under 50 responsible for purchases (H1/2021: 15.1 per cent). M6 – which celebrated its 35th birthday in March 2022 – remained the second most-watched channel in France in the target group thanks to successful shows such as La France a un incroyable Talent (France's Got Talent), which had its best season since its first broadcast in the commercial target group. For the 2021/2022 season, M6 achieved its best prime time audience results in ten years in the commercial target group.
The advertising-financed streaming service, 6play, registered 17.7 million active users in the first half of 2022 (H1/2021: 20.0 million).
W9 reached an average audience share of 3.5 per cent in the target group of women under 50 responsible for purchases (H1/2021: 3.9 per cent). 6ter recorded an average audience share of 2.7 per cent (H1/2021: 2.5 per cent). Gulli reached an average audience share of 1.8 per cent in the same target group (H1/2021: 1.6 per cent).
During the first six months of 2022, Groupe M6's radio family (RTL, RTL 2 and Fun Radio) recorded an average audience share of 18.2 per cent (H1/2021: 18.1 per cent). The French RTL radio family was the number one commercial radio group, 4.0 percentage points ahead of the next commercial radio group.
The average audience share of the flagship station RTL Radio was up to 12.7 per cent (H1/2021: 12.3 per cent), 6.4 percentage points ahead of the next commercial competitor (H1/2021: 6.0 percentage points).
Revenue at RTL Group's content business, Fremantle, was up by 8.1 per cent to €983 million in the first half of 2022 (H1/2021: €909 million), thanks to scope effects from the acquisitions of This is Nice Group, Lux Vide and Element Pictures and positive foreign exchange rate effects, partially offset by the sale of Ludia. The business unit's revenue decreased 7.2 per cent organically19, mainly due to timing effects, as Fremantle's revenue in the first half of 2021 was boosted by the deliveries of season one of The Mosquito Coast and season three of American Gods. Fremantle's Adjusted EBITA was almost stable at €60 million (H1/2021: €61 million).
The first half of 2022 saw several successful global drama launches, including Bang Bang Baby – from The Apartment and Wildside – which launched exclusively on Amazon Prime. As well as becoming the top-rated show on Amazon in Italy, the Mafia thriller ranked in the Top Ten in France, Germany, Spain and Portugal. The King (Il Re), from the same producers, premiered in Italy on Sky Atlantic and became the highest-rated Sky original scripted launch of the first half of 2022. A second season has already been recommissioned. Lux Vide's Don Matteo was the number two fiction show on Rai1 for the first half of 2022, with each episode ranking as Italy's number one show of the day.
The crime drama series, The Responder, achieved an average total audience share of 21.2 per cent on BBC One in the UK, peaking with an audience of 7.5 million viewers, making it the BBC's second most popular new drama in the first half of 2022 and was sold internationally to Disney+ and Canal+. The second season has already been recommissioned.
Fremantle continued to boost its film business in the first half of 2022 with Miso Film's Blasted achieving the number one spot in the global Netflix Top Ten list for most-watched non-English-language films, with over 8 million hours viewed in its first week on Netflix.
American Idol returned for its fifth season on ABC and Hulu, and the 20th season overall. The season won an average total audience of 7.2 million viewers and an average total audience share of 10.4 per cent, making it ABC's number one series of the 2021/2022 season. After an on-screen break of ten years, Canada's Got Talent launched on CityTV, and scored an average total audience share of 7.1 per cent, while the 15th season of Britain's Got Talent returned to UK screens on ITV. The Thamesproduced show attracted an average total audience share of 34.0 per cent and an audience of 8.2 million viewers making it the UK's number one entertainment show in the first six months of 2022.
The new show from Naked, Snowflake Mountain – which premiered on Netflix in June 2022 – entered the daily Top Three in the US, Canada and Iceland and the daily Top Ten in 29 countries in its first ten days on Netflix.
Established formats continued to perform well with The Farmer Wants A Wife in the Netherlands – produced by Blue Circle – being watched by over three million viewers each week throughout the season, representing an average total audience share of 48.6 per cent. The Belgian version of The Farmer Wants A Wife: Love is Blind consistently ranked as the number one non-news show of the day on VTM, with an average total audience share of 20.1 per cent.
Original Production's Phat Tuesdays three-part documentary launched on Amazon Prime in February 2022, while Fremantle Spain's original documentary co-produced with Universal Music – Lola Indigo, La niña – launched in May 2022 and ranked in the Top Ten on Amazon Prime Video in Spain for 21 days, peaking at number two.
Monster's docuseries Mr. Good: Cop or Crook?, which launched in June 2022 charted in the Netflix daily Top Ten in Norway, Sweden, Denmark and Iceland, peaking at number two in Norway. In the UK, Naked's documentary Ghislaine, Prince Andrew and the Paedophile, which aired on ITV, reached an average audience share of 20.6 per cent, exceeding ITV's primetime average share for total viewers and ranking number one in its timeslot.
19 Adjusted for portfolio changes and at constant exchange rates. Further details can be found in Key performance indicators on page 11
The Dutch net TV advertising market was estimated to be up strongly, by 17.0 per cent, in the first half of 2022 with RTL Nederland performing better than the market. Accordingly, RTL Nederland's revenue increased by 19.8 per cent to €303 million (H1/2021: €253 million). This resulted in a significantly higher Adjusted EBITA of €86 million (H1/2021: €54 million).
RTL Nederland's channels' combined prime-time audience share in the target group of viewers aged 25 to 54 was up to 34.5 per cent in the first half of 2022 (H1/2021: 33.1 per cent), ahead of the public broadcasters (29.0 per cent) and Talpa TV (20.4 per cent). RTL Nederland increased its lead over Talpa TV to 14.1 percentage points (H1/2021: 13.4 percentage points).
RTL Nederland's flagship channel, RTL 4, registered an average audience share of 22.4 per cent in the target group of shoppers aged 25 to 54 (H1/2021: 20.5 per cent). Popular programmes included the new format Lago di Beau, plus De Verraders, Make Up Your Mind, Kopen Zonder Kijken, Married At First Sight and the news and magazine formats RTL Nieuws, RTL Boulevard and Editie NL.
RTL Nederland's streaming service, Videoland, recorded paid subscriber growth of 6.2 per cent compared to 30 June 2021 and registered 1.079 million paying subscribers at the end of June 2022 (end of June 2021: 1.016 million). Videoland's growth was largely driven by the fourth season of the Videoland original series Mocro Maffia and the reality format Temptation Island, both of which are exclusively available on Videoland in the Netherlands.
This segment mainly comprises the fully consolidated businesses RTL Hungary, RTL Group's Luxembourgish activities, RTL Group's digital video company, We Are Era, the streaming technology company Bedrock as well as RTL Belgium and RTL Croatia until the time of their disposals. It also includes the investment accounted for using the equity method, Atresmedia, in Spain.
| Revenue split – Other segments | H1/2022 €m |
H1/2021 €m |
Per cent change |
|---|---|---|---|
| Total revenue of other segments | 225 | 302 | (25.5) |
| Thereof | |||
| – RTL Belgium (until 31 March 2022) | 40 | 81 | (50.6) |
| – RTL Hungary | 54 | 54 | 0.0 |
| – RTL Croatia (until 1 June 2022) | 19 | 22 | (13.6) |
| – Other including elimination | 112 | 145 | (22.8) |
In the first half of 2022, the Hungarian commercial net TV advertising market was estimated to be up by 7.1 per cent. RTL Hungary's revenue was stable at €54 million (H1/2021: €54 million), negatively impacted by foreign exchange rate effects. In the local currency, forint, revenue was up. The business unit's Adjusted EBITA increased to €15 million (H1/2021: €9 million), mainly driven by lower programme costs.
With a combined average prime-time audience share20 of 29.0 per cent among viewers aged 18 to 49 (H1/2021: 29.8 per cent), the Hungarian RTL family of eight channels was 1.2 percentage points ahead of its main commercial competitor, TV2 Group, with 14 channels (H1/2021: 1.5 percentage points). RTL Hungary's flagship channel, RTL Klub, was the prime-time market leader in the first half of 2022, attracting an average 14.3 per cent of viewers aged 18 to 49 in prime time (H1/2021: 15.7 per cent), 1.9 percentage points ahead of TV2, with 12.4 per cent (H1/2021: 13.1 per cent).
The streaming service, RTL Most, is the leading local brand for professionally produced online video in Hungary. The service registered an increase of 10.4 per cent to 6.468 million registered users at the end of the first half of 2022 (30 June 2021: 5.878 million).
In the first half of 2022, We Are Era further strengthened its leading positions in talent management and content production and expanded its direct sales and media solutions business. Successful productions included the RTL+ documentary Bolzplatzkönige – Mein Weg zum Profi, and content productions for the Google Brandcast and YouTube Works events. We Are Era's revenue was up 7.4 per cent for the first six months of 2022.
Atresmedia: The Spanish net TV advertising market was estimated to be down year on year by 5.1 per cent. Atresmedia's total revenue was €460 million (H1/2021: €465 million), with first-half operating profit (EBITDA) of €88 million (H1/2021: €91 million). The company's profit for the period was €57 million (H1/2021: €62 million), and the profit share of RTL Group was €11 million (H1/2021: €11 million).
In the first half of 2022, Atresmedia's family of channels recorded an audience share of 27.3 per cent in the target group of viewers aged 25 to 59 (H1/2021: 28.0 per cent). Atresmedia's flagship channel, Antena 3, achieved an audience share of 14.9 per cent during prime time in the target group of viewers aged 25 to 59 (H1/2021: 15.0 per cent).
The June 2022 update of the December 2021 risk assessment reported a significant deterioration of the macroeconomic conditions, reflected in lower economic sentiment and growth expectations, in particular due to the war in Ukraine, inflation, energy supply and supply chain issues.
No other significant changes to the risk environment were reported, however, RTL Group continues to closely monitor the impact on its core businesses.
20 RTL Hungary changed the publication of its audience figures from 2022 and is now using 'Linear SHR' audience share data, which is calculated without the 'Other' category of Nielsen
Following the initial outlook for the full year 2022 dated 17 March 2022, RTL Group communicated on 6 May 2022 that the German advertising market had been weaker than expected in March and April. Since then, current trading and future prospects of most European advertising markets have continued to soften. Due to this development, the effects of the Fifa World Cup in November and December, and numerous external factors – in particular the war in Ukraine, inflation, energy supply and supply chain issues – RTL Group revised its outlook.
The outlook does not reflect the announced consolidation moves in France and the Netherlands as they are still subject to regulatory approvals, but reflects the acquisition of Lux Vide (as at 3 March 2022), Dancing Ledge Productions (as at 6 April 2022) and Element Pictures (as at 10 May 2022) by Fremantle and the sales of RTL Belgium (as at 31 March 2022) and RTL Croatia (as at 1 June 2022)21.
On this basis and subject to the above:
| 2021e | 2021 | 2022e old | 2022e new | |
|---|---|---|---|---|
| Revenue | ~€6.5bn | €6,637m | ~€7.4bn | €7.3bn–€7.5bn |
| Adjusted EBITA | ~€1,050m | €1,152m | ~€1.15bn | €1.05bn–€1.15bn |
| Streaming start-up losses | ~€150m | €166m | ~€0.25bn | ~€0.25bn |
| 'Adjusted EBITA before streaming start-up losses' | ~€1,200m | €1,318m | ~€1.4bn | €1.3bn–€1.4bn |
| 2021 | 2026e | 21 In addition, the outlook |
|
|---|---|---|---|
| Paying subscribers | 3.804m | 10m | includes, among other scope effects, the |
| Streaming revenue | €223m | €1bn | deconsolidation of SpotX (as at |
| Content spend per annum | €209m | ~€600m | 30 April 2021) and Ludia (as at |
Profitability is expected by 202622.
Fremantle targets full-year revenue of €3 billion by 2025.
To reach this goal and keep up with the increasing demand for content, RTL Group will invest significantly in Fremantle – both organically and via acquisitions – in all territories across drama and film, entertainment and factual shows and documentaries.
effects, the deconsolidation of SpotX (as at 30 April 2021) and Ludia (as at 8 September 2021) and the full consolidation of Eureka (as at 17 May 2021), Super RTL (as at 1 July 2021), This is Nice Group (as at 30 September 2021) and Gruner + Jahr (as at 1 January 2022) 22 Total of Adjusted EBITA from RTL+, Videoland/ RTL XL, Salto and Bedrock as consolidated on RTL Group level. The Adjusted EBITA of RTL+ and Videoland/ RTL XL includes synergies with TV channels on business unit level. For the definition of Adjusted EBITA please see Key performance indicators on
page 12
We, Thomas Rabe, Chief Executive Officer, Elmar Heggen, Chief Operating Officer and Deputy Chief Executive Officer, and Björn Bauer, Chief Financial Officer, confirm, to the best of our knowledge, that the condensed consolidated interim financial information, which has been prepared in accordance with IAS 34 as adopted by the European Union, gives a true and fair view of the assets, liabilities, financial position and profit or loss of RTL Group and the undertakings included in the consolidation taken as a whole, and that the Directors' report includes a fair review of the development and performance of the business and the position of RTL Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Luxembourg, 4 August 2022
Thomas Rabe Chief Executive Officer
Elmar Heggen Chief Operating Officer Deputy Chief Executive Officer
Björn Bauer Chief Financial Officer
| H1/2022 €m |
H1/2021 23 €m |
|
|---|---|---|
| Revenue | 3,276 | 3,014 |
| Other operating income | 58 | 58 |
| Consumption of current programme rights | (1,307) | (1,141) |
| Depreciation, amortisation and impairment | (110) | (100) |
| Other operating expenses | (1,524) | (1,402) |
| Impairment of goodwill and amortisation and impairment of fair value adjustments on acquisitions of subsidiaries |
(18) | (7) |
| Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value | ||
| of pre-existing interest in acquiree | 111 | 766 |
| Profit from operating activities | 486 | 1,188 |
| Share of results of investments accounted for using the equity method | 1 | 14 |
| Impairment and reversals of investments accounted for using the equity method | – | – |
| Earnings before interest and taxes (EBIT) | 487 | 1,202 |
| Interest income | 3 | 5 |
| Interest expense | (9) | (9) |
| Other financial income | 2 | 22 |
| Other financial expense | (45) | (13) |
| Financial result | (49) | 5 |
| Profit before tax | 438 | 1,207 |
| Income tax expense | (134) | (278) |
| Group profit | 304 | 929 |
| Attributable to: | ||
| RTL Group shareholders | 245 | 863 |
| Non-controlling interests | 59 | 66 |
| Earnings per share (in €) | ||
| – Basic | 1.58 | 5.58 |
| – Diluted | 1.58 | 5.58 |
| H1/2022 €m |
H1/2021 €m |
|
|---|---|---|
| Group profit | 304 | 929 |
| Other comprehensive income (OCI): | ||
| Items that will not be reclassified to profit or loss: | ||
| Re-measurement of post-employment benefit obligations | 83 | 11 |
| Income tax | (22) | (1) |
| 61 | 10 | |
| Equity instruments at FVOCI – change in fair value | (2) | 1 |
| Income tax | – | – |
| (2) | 1 | |
| Share of other comprehensive income of investments accounted for using the equity method | 21 | – |
| Income tax | – | – |
| 21 | – | |
| 80 | 11 | |
| Items that may be reclassified subsequently to profit or loss: | ||
| Foreign currency translation differences | 53 | (6) |
| Effective portion of changes in fair value of cash flow hedges | 26 | 5 |
| Income tax | (6) | (1) |
| 20 | 4 | |
| Recycling of cash flow hedge reserve | – | 5 |
| Income tax | – | – |
| – | 5 | |
| Share of other comprehensive income of investments accounted for using the equity method | 2 | – |
| Income tax | – | – |
| 2 | – | |
| 75 | 3 | |
| Other comprehensive income/(loss), net of income tax | 155 | 14 |
| Total comprehensive income | 459 | 943 |
| Attributable to: | ||
| RTL Group shareholders | 395 | 877 |
| Non-controlling interests | 64 | 66 |
| 30 June 2022 €m |
31 December 2021 €m |
|
|---|---|---|
| Non-current assets | ||
| Programme and other rights | 75 | 74 |
| Goodwill | 3,316 | 3,043 |
| Other intangible assets | 477 | 437 |
| Property, plant and equipment | 269 | 264 |
| Right-of-use assets | 347 | 283 |
| Investments accounted for using the equity method | 366 | 366 |
| Loans and other financial assets | 135 | 117 |
| Deferred tax assets | 269 | 322 |
| 5,254 | 4,906 | |
| Current assets | ||
| Programme rights | 1,635 | 1,298 |
| Other inventories | 27 | 15 |
| Income tax receivable | 41 | 24 |
| Accounts receivable and other assets | 2,043 | 3,502 |
| Cash and cash equivalents | 507 | 547 |
| 4,253 | 5,386 | |
| Assets held for sale | – | 196 |
| Current liabilities | ||
| Loans and bank overdrafts | 559 | 49 |
| Lease liabilities | 82 | 59 |
| Income tax payable | 49 | 41 |
| Accounts payable and other liabilities | 2,003 | 2,762 |
| Contract liabilities | 706 | 449 |
| Provisions | 88 | 131 |
| 3,487 | 3,491 | |
| Liabilities related to assets held for sale | – | 113 |
| Net current assets | 766 | 1,978 |
| Non-current liabilities | ||
| Loans | 139 | 635 |
| Lease liabilities | 311 | 273 |
| Accounts payable and other liabilities | 464 | 372 |
| Contract liabilities | 5 | 2 |
| Provisions | 245 | 276 |
| Deferred tax liabilities | 65 | 54 |
| 1,229 | 1,612 | |
| Net assets | 4,791 | 5,272 |
| Equity attributable to RTL Group shareholders | 4,067 | 4,538 |
| Equity attributable to non-controlling interests | 724 | 734 |
| Equity | 4,791 | 5,272 |
| (181) (7) Balance at 1 January 2021 192 – 67 3,635 3,706 647 Total comprehensive income: Group profit – – – – – 863 863 66 Other comprehensive income (OCI) (5) – – 9 1 9 14 – (5) – – 9 1 872 877 66 Capital transactions with owners: Dividends – – – – – (464) (464) (101) Equity-settled transactions, net of tax – – – – – 1 1 1 Changes in treasury shares – – – – – – – – Transactions on non-controlling (46) (46) interests without a change in control – – – – – 1 Transactions on non-controlling interests with a change in control – – – – – – – 12 (8) (8) Other changes – – – – – 1 (517) (517) (86) – – – – – (186) Balance at 30 June 2021 192 – 2 68 3,990 4,066 627 (149) Balance at 1 January 2022 192 – 5 68 4,422 4,538 734 Total comprehensive income: Group profit – – – – – 245 245 59 Other comprehensive income (OCI) – – 53 21 19 57 150 5 – – 53 21 19 302 395 64 Capital transactions with owners: (774) (774) (74) Dividends – – – – – Equity-settled transactions, net of tax – – – – – 2 2 2 Changes in treasury shares – – – – – – – – Transactions on non-controlling (80) (80) (19) interests without a change in control – – – – – Transactions on non-controlling interests with a change in control – – – – – – – 16 (1) (9) (4) (14) Other changes – – – 1 (1) (9) (856) (866) (74) – – – (97) Balance at 30 June 2022 192 – 17 87 3,868 4,067 724 |
Share capital €m |
Treasury shares €m |
Currency translation reserve €m |
Hedging reserve €m |
Revaluation reserve €m |
Reserves and retained earnings €m |
Equity attributable to RTL Group shareholders €m |
Equity attributable to non controlling interests €m |
Total equity €m |
|---|---|---|---|---|---|---|---|---|---|
| 4,353 | |||||||||
| 929 | |||||||||
| 14 943 |
|||||||||
| (565) | |||||||||
| 2 | |||||||||
| – | |||||||||
| (45) | |||||||||
| 12 | |||||||||
| (7) | |||||||||
| (603) | |||||||||
| 4,693 | |||||||||
| 5,272 | |||||||||
| 304 | |||||||||
| 155 | |||||||||
| 459 | |||||||||
| (848) | |||||||||
| 4 | |||||||||
| – | |||||||||
| (99) | |||||||||
| 16 | |||||||||
| (13) | |||||||||
| (940) | |||||||||
| 4,791 |
| H1/2022 €m |
H1/2021 24 €m |
|
|---|---|---|
| Cash flows from operating activities | ||
| Profit before tax | 438 | 1,207 |
| Adjustments for: | ||
| – Depreciation, amortisation and impairment | 127 | 107 |
| – Share-based payments expenses | 3 | 3 |
| – Re-measurement of earn-out arrangements | – | – |
| – Fair value measurement of investments | 84 | 28 |
| – Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree |
(111) | (766) |
| – Financial results including net interest expense and share of results of investments accounted for using the equity method |
114 | 7 |
| Change of provisions | (99) | (20) |
| Working capital changes | (302) | (114) |
| Income tax paid | (170) | (238) |
| Net cash from operating activities | 84 | 214 |
| Cash flows from investing activities | ||
| Acquisitions of: | ||
| – Programme and other rights | (30) | (41) |
| – Subsidiaries, net of cash acquired | (73) | (120) |
| – Companies under common control, net of cash acquired | 163 | – |
| – Other intangible and tangible assets | (61) | (56) |
| – Other investments and financial assets | (26) | (28) |
| Proceeds from the sale of intangible and tangible assets | – | – |
| Disposal of other subsidiaries, net of cash disposed of | 194 | 521 |
| Proceeds from the sale of investments accounted for using the equity method, other investments and financial assets |
101 | 20 |
| Interest received | 7 | 5 |
| Current deposits with shareholder and its subsidiaries | 585 | 5 |
| Net cash from/(used in) investing activities | 860 | 306 |
| Cash flows from financing activities | ||
| Interest paid | (18) | (20) |
| Transactions on non-controlling interests | (59) | (32) |
| Proceeds from loans | 8 | 42 |
| Repayment of loans | (33) | (81) |
| Payment of lease liabilities | (38) | (32) |
| Dividends paid | (858) | (568) |
| Other changes from financing activities | (13) | (4) |
| Net cash from/(used in) financing activities | (1,011) | (695) |
| Net increase/(decrease) in cash and cash equivalents | (67) | (175) |
| Exchange rate effects and other changes in cash and cash equivalents | (1) | 6 |
| Cash and cash equivalents and bank overdrafts at the beginning of the period | 570 | 506 |
| Cash and cash equivalents and bank overdrafts at the end of the period | 502 | 337 |
| Less cash and cash equivalents included within assets held for sale | – | (6) |
| Cash and cash equivalents and bank overdrafts at the end of the period (without assets held for sale) | 502 | 331 |
24 The figures from the previous half-year have been adjusted (see note 1.30 of RTL Group's Annual Report 2021)
RTL Group SA (the 'Company'), the parent company, is domiciled and incorporated in Luxembourg. These condensed interim consolidated financial statements are presented in accordance with the requirements of IAS 34 'Interim Financial Reporting' as adopted by the European Union.
RTL Group's ('the Group') forecasts and projections – which take into account reasonably possible changes in trading performance – show that the Group will be able to operate within the level of its current credit facilities. Management have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore, RTL Group continues to adopt the going concern basis in preparing its condensed interim consolidated financial statements.
The condensed interim consolidated financial statements do not include all notes required for a complete set of financial statements prepared in accordance with IFRS Standards and should be read in conjunction with the consolidated financial statements as at 31 December 2021. However, they include selected explanatory notes to explain events and transactions that are significant for an understanding of the changes in the Group's financial position and performance since the consolidated financial statements 2021.
The condensed interim consolidated financial statements were approved on 4 August 2022 by the Board of Directors of RTL Group.
The accounting policies applied to the condensed interim consolidated financial statements as at 30 June 2022 are the same as those of the previous financial year, except for the adoption of new standards, and amendments to existing standards and interpretations that can be found in the consolidated financial statements as at 31 December 2021.
The first-time application of new financial reporting standards and interpretations had no material impact on RTL Group.
RTL Group has not opted for early adoption of any additional standards, interpretations or amendments that have been issued by the IASB or the IFRS IC but are not yet mandatory.
The preparation of condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these condensed interim consolidated financial statements, the significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at 31 December 2021.
In preparing these condensed interim consolidated financial statements, management made judgements to determine whether the sale of non-current assets or disposal groups is considered highly probable or not in order to meet the criteria for classification as held-for-sale. In particular, judgements relate to key assumptions about whether the outstanding shareholders' approvals or pending regulatory approvals are substantive and thus prevent the sale from being highly probable.
The information on significant discretionary decisions, estimates and assumptions in the notes to the Annual Report 2021 still applies. RTL Group management is of the opinion that the additional estimates and discretionary decisions required by the current geopolitical uncertainties take appropriate account of the currently foreseeable microeconomic and macroeconomic situation.
| RTL Deutschland | Groupe M6 | Fremantle | RTL Nederland | Other segments25 | Eliminations | Total Group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
|
| Revenue | ||||||||||||||
| from external customers | 1,243 1,023 | 660 | 638 | 887 | 827 | 303 | 252 | 183 | 274 | – | – | 3,276 3,014 | ||
| Inter-segment revenue | (1) | (1) | 4 | 7 | 96 | 82 | – | 1 | 42 | 28 | (141) | (117) | – | – |
| Total revenue | 1,242 1,022 | 664 | 645 | 983 | 909 | 303 | 253 | 225 | 302 | (141) | (117) | 3,276 3,014 | ||
| Depreciation, amortisation and impairment including on goodwill and on fair value adjustments on acquisitions of subsidiaries |
(34) | (20) | (48) | (42) | (25) | (20) | (4) | (4) | (17) | (21) | – | – | (128) | (107) |
| Impairment and reversals of investments accounted for using the equity method Share of results of investments |
– | – | – | – | – | – | – | – | – | – | – | – | – | – |
| accounted for using the equity method |
7 | 17 | (18) | (12) | – | 1 | 1 | – | 11 | 8 | – | – | 1 | 14 |
| Adjusted EBITA | 191 | 201 | 149 | 151 | 60 | 61 | 86 | 54 | 15 | 16 | – | – | 501 | 483 |
| Adjusted EBITA margin | 15.4% 19.7% | 22.4% 23.4% | 6.1% | 6.7% | 28.4% 21.3% | 6.7% | 5.3% | n/a | n/a | 15.3% 16.0% |
The following table shows the reconciliation of segment information to the consolidated financial statements.
| H1/2022 €m |
H1/2021 €m |
|
|---|---|---|
| Adjusted EBITA | 501 | 483 |
| Impairment of goodwill of subsidiaries | – | – |
| Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries | (18) | (7) |
| Impairment and reversals of investments accounted for using the equity method | – | – |
| Re-measurement of earn-out arrangements | – | – |
| Fair value measurement of investments | (84) | (28) |
| Gain/(loss) from sale of subsidiaries, other investments and re-measurement to | ||
| fair value of pre-existing interest in acquiree | 111 | 766 |
| Significant special items | (23) | (12) |
| Earnings before interest and taxes (EBIT) | 487 | 1,202 |
| Financial result | (49) | 5 |
| Profit before tax | 438 | 1,207 |
| Income tax expense | (134) | (278) |
| Group profit | 304 | 929 |
In the first half of 2022, 'Significant special items' reflects integration costs for the Gruner + Jahr transaction in Germany as well as transaction costs for the consolidation initiatives.
25 Other segments include the Adjusted EBITA loss of €–10 million generated by Group Corporate Centre (H1/2021: €–19 million)
The condensed interim consolidated financial statements as at 30 June 2022, include RTL Group SA and all material subsidiaries over which RTL Group SA is able to exercise control in accordance with IFRS 10. Joint ventures and associates are accounted for using the equity method in accordance with IAS 28. As at 30 June 2022, the scope of consolidation excluding RTL Group SA consists of 354 companies (31 December 2021: 294) with 76 additions and 16 disposals in the first half of 2022. This includes 320 consolidated companies (31 December 2021: 263). In addition, investments in 11 joint ventures (31 December 2021: 9) and 23 associates (31 December 2021: 22) are accounted for using the equity method in the condensed interim consolidated financial statements. A total of 64 companies were excluded from the scope of consolidation (31 December 2021: 64). These consist of entities without significant business operations and which are of negligible importance for the financial position and financial performance of RTL Group.
In the first half of 2022, the cash flow from acquisition activities totalled €–73 million. Of this amount, after consideration of cash and cash equivalents acquired, €–70 million relates to new acquisitions during the first half of the year. The consideration transferred in accordance with IFRS 3 amounted to €116 million, taking into account contingent consideration of €10 million.
In March 2022, Fremantle acquired 70 per cent of Lux Vide, Italy's leading independent television production company. The acquisition of Lux Vide forms part of Fremantle's wider international growth strategy to invest in premium production companies, content creators, and talent from around the world – developing and securing original formats and exclusive IP. The consideration transferred amounted to €43 million and was fully paid in cash. The preliminary purchase price allocation resulted in goodwill of €8 million, mainly reflecting the expertise of the management and synergy potential with Fremantle. Goodwill is not tax deductible and was allocated to the Fremantle cash-generating unit. Further, in connection with the acquisition, the related put options on the remaining 30 per cent share capital were recognised for an amount of €32 million through equity for the present value of the redemption amount. In the first half of 2022, transaction-related costs amounted to €1 million and have been recognised in profit or loss as other operating expenses. Since the initial consolidation, Lux Vide has contributed €40 million to Group revenue and €4 million to Group profit or loss. If consolidated as at 1 January 2022, Lux Vide would have contributed €51 million to Group revenue and €6 million to Group profit or loss.
In April 2022, Fremantle acquired a further 36 per cent of the shares in Dancing Ledge Productions. RTL Group's shareholding in Dancing Ledge Productions is now 61 per cent. The acquisition underlines Fremantle's strategic plan to invest in and grow premium production companies and creative talents from around the world. As a result of obtaining control, the investment previously accounted for using the equity method is fully consolidated from the date of acquisition. The consideration transferred in terms of IFRS 3 was €6 million and was fully paid in cash. Obtaining control led to a derecognition of the associate previously accounted for using the equity method, the fair value of which amounted to €1 million immediately before the acquisition date. The re-measurement of the investment already held resulted in an income of €3 million recognised in 'Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree'. The preliminary purchase price allocation resulted in goodwill of €5 million, mainly reflecting growth opportunities in the UK market and international distribution opportunities for their content. Goodwill is not tax deductible and was allocated to the Fremantle cash-generating unit. Further, in connection with the acquisition, the related put option on the 39 per cent share capital was recognised for an amount of €9 million through equity for the present value of the redemption amount. In the first half of 2022, transaction-related costs were insignificant and have been recognised in profit or loss as other operating expenses. Since the initial consolidation, Dancing Ledge Productions has contributed €nil million to Group revenue and €–1 million to Group profit or loss. If consolidated as at 1 January 2022, Dancing Ledge Productions would have contributed €nil million to Group revenue and €–2 million to Group profit or loss.
In May 2022, Fremantle acquired 51 per cent of Element Pictures, the production company behind Academy-Award-, Golden-Globe- and BAFTA-winning films The Favourite and Room, the global drama Normal People, and the mini-series Conversations With Friends. The acquisition of Element Pictures also forms part of Fremantle's wider growth strategy to invest in production companies, content, and talent around the world to source the best creative ideas, develop and create strong and exclusive IP. The consideration transferred amounted to €55 million and comprises a purchase price payment already made in the amount of €45 million and a contingent consideration in the amount of €10 million. The preliminary purchase price allocation resulted in provisional goodwill of €56 million, mainly reflecting synergies with Fremantle and international distribution growth opportunities. Goodwill is not tax deductible and was allocated to the Fremantle cash-generating unit. Further, in connection with the acquisition, the related put options on the remaining 49 per cent share capital were recognised for an amount of €54 million through equity for the present value of the redemption amount. In the first half of 2022, transaction-related costs amounted to €1 million and have been recognised in profit or loss as other operating expenses. Since the initial consolidation, Element Pictures has contributed €47 million to Group revenue and €13 million to Group profit or loss. If consolidated as at 1 January 2022, Element Pictures would have contributed €49 million to Group revenue and €6 million to Group profit or loss.
In May 2022, Smartclip – the adtech business of RTL Deutschland – acquired 100 per cent of Realytics, an adtech company that is spearheading the convergence between TV and digital in France and Europe. The combined adtech solutions of Smartclip and Realytics will help to measure the impact of TV campaigns on websites. The integration of Paris-based Realytics into Smartclip's adtech stack marks Smartclip's entry into the French market. The consideration transferred amounted to €9 million and was fully paid in cash. The preliminary purchase price allocation resulted in provisional goodwill of €11 million, mainly reflecting revenue synergies by the roll-out of Realytics´ offerings across other RTL Group countries and cost synergies. Goodwill is not tax deductible and was allocated to the RTL Deutschland cash-generating unit. In the first half of 2022, transaction-related costs were insignificant and have been recognised in profit or loss as other operating expenses. Since the initial consolidation, Realytics has contributed €nil million to Group revenue and €–1 million to Group profit or loss. If consolidated as at 1 January 2022, Realytics would have contributed €1 million to Group revenue and €–1 million to Group profit or loss.
At the time the condensed interim consolidated financial statements were authorised for issue, RTL Group had not yet completed the accounting for the acquisitions of Element Pictures and Realytics. As the valuations have not yet been finalised, the fair values of identifiable assets – especially intangible assets – and liabilities acquired have only been determined provisionally and have not been recognised accordingly. The accounting for these acquisitions will be revised in the second half of 2022 based on facts and circumstances that existed at the date of gain of control.
RTL Group also made a further acquisition in the first half of 2022, which was not material on a standalone basis. The consideration transferred in terms of IFRS 3 for the minor acquisition was €3 million. The acquisition resulted in goodwill totalling €3 million, which reflects synergy potential and is not tax deductible. Transaction-related costs were immaterial and have been recognised in profit or loss as other operating expenses.
The purchase price allocations consider all facts and circumstances prevailing as at the respective dates of acquisition that were known prior to the preparation of the consolidated financial statements. In accordance with IFRS 3, should further facts and circumstances become known within the 12-month measurement period, the purchase price allocation will be adjusted accordingly.
The following table shows the fair values of the assets and liabilities of the acquisitions on their dates of initial consolidation based on the purchase price allocations, some of which are currently preliminary:
| Dancing | ||||||
|---|---|---|---|---|---|---|
| Lux Vide | Ledge Productions |
Element Pictures |
Realytics | Other | Total | |
| €m | €m | €m | €m | €m | €m | |
| Non-current assets | ||||||
| Other intangible assets | 9 | 5 | – | 1 | – | 15 |
| Property, plant and equipment | 11 | – | 1 | – | – | 12 |
| Right-of-use assets | 9 | – | 1 | – | – | 10 |
| Current assets | ||||||
| Programme rights | 41 | 34 | 71 | – | – | 146 |
| Trade and other accounts receivable | 40 | 2 | 4 | – | – | 46 |
| Other current assets | 24 | – | 1 | – | – | 25 |
| Cash and cash equivalents | 3 | 7 | 24 | 2 | 1 | 37 |
| Liabilities | ||||||
| Loans and bank overdrafts | (32) | – | (5) | (3) | – | (40) |
| Lease liabilities | (5) | – | (1) | – | – | (6) |
| Other liabilities | (50) | (42) | (99) | (2) | – | (193) |
| Net assets acquired | 50 | 6 | (3) | (2) | 1 | 52 |
| Goodwill | 8 | 5 | 56 | 11 | 3 | 83 |
| Non-controlling interests | (15) | (2) | 2 | – | – | (15) |
| Fair value of pre-existing interests | – | (3) | – | – | (1) | (4) |
| Consideration transferred according to IFRS 3 | 43 | 6 | 55 | 9 | 3 | 116 |
| Less contingent consideration | – | – | (10) | – | – | (10) |
| Consideration paid in cash | 43 | 6 | 45 | 9 | 3 | 106 |
| Cash and cash equivalents acquired | (3) | (7) | (24) | (2) | (1) | (37) |
| Financial debt repaid at closing | – | – | – | 1 | – | 1 |
| Cash outflow/(inflow) on acquisitions | 40 | (1) | 21 | 8 | 2 | 70 |
Since initial consolidation, all new acquisitions in accordance with IFRS 3 in the first half of 2022 have contributed €87 million to revenue and €16 million to Group profit or loss. If consolidated as at 1 January 2022, these would have contributed €101 million to revenue and €9 million to Group profit or loss.
In addition, RTL Group made transactions under common control in the first half of 2022.
In January 2022, RTL Deutschland acquired 100 per cent of the share capital of Gruner + Jahr Deutschland GmbH. The acquisition was preceded by the decision of RTL Group in August 2021 to acquire Gruner + Jahr's German publishing assets and brands from Bertelsmann to create a German cross-media champion across TV, streaming, print, radio and digital. As part of the Gruner + Jahr acquisition, 50 per cent of the capital of Deutsche Medien Manufaktur (DMM) was transferred downstream to RTL Deutschland in April 2022.
The total consideration transferred – including final working capital adjustment – amounted to €228 million. Thereof €210 million was paid in 2021. The transactions were accounted for as a transaction under common control, whereby RTL Group applies the accounting policy choice to recognise assets acquired and liabilities assumed at carrying amounts, while the difference between assets/liabilities and consideration transferred amounted to €16 million, recognised in equity under 'Other changes'.
The following table provides an outline of the impact of the transaction on RTL Group's financial position:
| Total €m |
|
|---|---|
| Non-current assets | |
| Goodwill | 179 |
| Other intangible assets | 18 |
| Property, plant and equipment | 3 |
| Right-of-use assets | 4 |
| Investments accounted for using the equity method | 13 |
| Other non-current assets | 7 |
| Deferred tax assets | 23 |
| Current assets | |
| Other inventories | 13 |
| Trade and other accounts receivable | 50 |
| Other current assets | 7 |
| Cash and cash equivalents | 181 |
| Liabilities | |
| Provisions for pensions and similar obligations | (96) |
| Lease liabilities | (4) |
| Income tax payable | (31) |
| Trade and other accounts payable | (82) |
| Other liabilities | (10) |
| Contract liabilities | (46) |
| Other provisions | (15) |
| Deferred tax liabilities | (2) |
| Net assets acquired | 212 |
The following table summarises the total cash flow from acquisition activities during the first half year:
| Total €m |
|
|---|---|
| Cash outflow/(inflow) on acquisitions in terms of IFRS 3 | 70 |
| Cash outflow/(inflow) on acquisition of businesses under common control | (163) |
| Payments on prior years' acquisitions | 3 |
| Total cash flow from acquisition activities | (90) |
In March 2022, RTL Group sold its interests held in RTL Belgium to the Belgian media companies DPG Media and Groupe Rossel for €154 million net of cash disposed of. Net of transaction-related costs, the transaction resulted in an overall gain of €97 million recognised in 'Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree'. RTL Group's shareholders will benefit from the transaction in line with the stated dividend policy.
In June 2022, RTL Group sold its interests held in RTL Croatia to Central European Media Enterprises (CME) for €40 million net of cash disposed of. Net of transaction-related costs, the transaction resulted in an overall gain of €13 million recognised in 'Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree'. In addition, RTL Group has agreed to a long-term trademark licensing agreement with the buyer. RTL Group's shareholders will benefit from the cash proceeds in line with the stated dividend policy.
From all disposals in the first half of 2022, RTL Group generated cash flows totalling €194 million after considering the cash and cash equivalents disposed of. The disposals led to a gain from deconsolidation of €110 million, which is recognised in 'Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree'. The following table shows their impact on RTL Group's assets and liabilities at the time of deconsolidation.
| RTL Belgium €m |
RTL Croatia €m |
Total €m |
|
|---|---|---|---|
| Non-current assets | |||
| Goodwill | 32 | – | 32 |
| Other intangible assets | 3 | 4 | 7 |
| Property, plant and equipment | 14 | 4 | 18 |
| Right-of-use assets | 26 | 5 | 31 |
| Deferred tax assets | 5 | 2 | 7 |
| Current assets | |||
| Programme rights | 28 | 16 | 44 |
| Accounts receivable and other assets | 49 | 14 | 63 |
| Other current assets | 6 | 1 | 7 |
| Cash and cash equivalents | 51 | 2 | 53 |
| Liabilities | |||
| Deferred tax liabilities | 2 | – | 2 |
| Lease liabilities | 26 | 5 | 31 |
| Income tax payable | 3 | – | 3 |
| Accounts payable and other liabilities | 60 | 18 | 78 |
| Contract liabilities | 2 | – | 2 |
| Provisions | 15 | – | 15 |
As at 30 June 2022, RTL Group had no assets classified as held for sale.
The Group's operations and main revenue streams are those described in RTL Group's Annual Report 2021. Revenue is disaggregated below by nature and timing of recognition. The table also includes a reconciliation with reportable segments.
| RTL Deutschland | Groupe M6 Fremantle |
RTL Nederland | Other segments | Total Group | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
H1/2022 €m |
H1/2021 €m |
|
| Revenue from advertising | 906 | 787 | 529 | 521 | 8 | 8 | 191 | 152 | 102 | 166 | 1,736 1,634 | |
| Revenue from exploitation | ||||||||||||
| of programmes, rights | ||||||||||||
| and other assets | 164 | 147 | 84 | 76 | 871 | 813 | 101 | 94 | 48 | 52 | 1,268 1,182 | |
| Revenue from selling | ||||||||||||
| goods and merchandise | ||||||||||||
| and providing services | 173 | 89 | 47 | 41 | 8 | 6 | 11 | 6 | 33 | 56 | 272 | 198 |
| 1,243 1,023 | 660 | 638 | 887 | 827 | 303 | 252 | 183 | 274 | 3,276 3,014 | |||
| Timing of revenue | ||||||||||||
| recognition | ||||||||||||
| At a point in time | 164 | 57 | 47 | 42 | 844 | 804 | 1 | – | 32 | 39 | 1,088 | 942 |
| Over time | 1,079 | 966 | 613 | 596 | 43 | 23 | 302 | 252 | 151 | 235 | 2,188 2,072 | |
| 1,243 1,023 | 660 | 638 | 887 | 827 | 303 | 252 | 183 | 274 | 3,276 3,014 |
| H1/2022 €m |
H1/2021 26 €m |
|
|---|---|---|
| Interest income on loans and accounts receivable | 3 | 4 |
| Tax-related interest income | – | 1 |
| Interest income | 3 | 5 |
| Interest expense on financial liabilities | (9) | (9) |
| Interest expense | (9) | (9) |
| H1/2022 €m |
H1/2021 26 €m |
|
|---|---|---|
| Net gains on put/call options | – | 22 |
| Sundry financial income | 2 | – |
| Other financial income | 2 | 22 |
| Losses resulting from swap points | (1) | (4) |
| Interest expense on lease liabilities | (3) | (3) |
| Interest on defined benefit obligations | (2) | (1) |
| Net loss on put/call options | (6) | – |
| Sundry financial expenses | (33) | (5) |
| Other financial expense | (45) | (13) |
The tax expense for the first half of 2022 was calculated in accordance with IAS 34 using the average annual tax rate expected for the whole of 2022, which is calculated at 30 per cent according to RTL Group management's current estimation. In addition, special tax effects were recognised in current and deferred taxes, resulting in a slightly higher tax rate in the income statement (31 per cent).
The tax rate for the current reporting period 2022 is higher than in the first half of 2021 (23 per cent), mainly due to transactions in the previous first half year, which were subject to a lower tax rate than the Group tax rate.
26 The figures from the previous half-year have been adjusted (see note 1.30 of RTL Group's Annual Report 2021)
The determination of basic earnings per share is based on the profit attributable to RTL Group shareholders of €245 million (H1/2021: €863 million) and a weighted average number of ordinary shares outstanding during the period of 154,742,806 (30 June 2021: 154,742,806) calculated as follows:
| H1/2022 | H1/2021 | |
|---|---|---|
| Profit attributable to RTL Group shareholders (in € million) | 245 | 863 |
| Weighted average number of ordinary shares: | ||
| Issued ordinary shares at 1 January | 154,742,806 | 154,742,806 |
| Effect of treasury shares held | – | – |
| Weighted average number of ordinary shares | 154,742,806 | 154,742,806 |
| Basic earnings per share (in €) | 1.58 | 5.58 |
| Diluted earnings per share (in €) | 1.58 | 5.58 |
Based on the resolution of the Annual General Meeting of Shareholders on 27 April 2022, the Annual General Meeting of Shareholders decided to distribute a final dividend of €5 per share (H1/2021: €3 per share). Accordingly, an amount of €774 million was paid out on 5 May 2022 (H1/2021: €464 million).
RTL Group's subsidiary, Groupe M6, declared and paid cash dividends during the first half year 2022. The amount received within the Group was eliminated on consolidation and the amount paid to non-controlling interests was €65 million (H1/2021: €98 million).
In June 2022, RTL Group exercised its right to acquire the remaining interest in Eureka, increasing its ownership from 51 per cent to 100 per cent. The consideration paid amounted to €53 million and related to the settlement of a put option liability on the remaining share capital, which was recognised in connection with the acquisition of the majority interest in Eureka in 2021. The transaction was accounted for as an equity transaction in accordance with IFRS 10. The transaction resulted in an increase of the equity attributable to RTL Group shareholders in the amount of €17 million and a decrease of the equity attributable to non-controlling interests in the amount of €–17 million.
| Change in RTL Group shareholders' equity €m |
|
|---|---|
| Carrying amount of interests acquired | 17 |
| Increase in RTL Group shareholders' equity | 17 |
| – thereof increase in retained earnings | 17 |
| – thereof increase in other comprehensive income | – |
The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Group is exposed in particular to risks from movements in foreign exchange rates as it engages in long-term purchase contracts for programme rights (output deals) denominated in foreign currency.
The June 2022 update of the assessment of the risks existing as at 31 December 2021, reported a sharp increase in the cyclical development of the economy-related risk, driven by the centrally computed inflation risk for RTL Group. The risk management process is forward-looking, and the inflation hikes are expected to impact the Group as part of the three-year outlook (2022 to 2024). Increases in the cost of royalties and license fees, personal costs, and the possibility of a decline in revenue (less spending in advertising and subscription) are also contributing factors to the increase. The increase in the cost of paper has also resulted in a significant increase in the supplier risk for the Group. These condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual consolidated financial statements, and should, therefore, be read in conjunction with the Group's consolidated financial statements as at 31 December 2021.
Except for the long-term loan arrangement with Bertelsmann Business Support Sàrl, an indirect subsidiary of Bertelsmann SE & Co KGaA, and the external funding of Groupe M6, the fair value of each class of financial assets and liabilities is equivalent to its carrying amount. The fair value of the 10-year-term facility − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and RTL Group credit spread − amounts to €535 million (31 December 2021: €538 million). The fair value of the seven-year Euro private placement bond − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and Groupe M6 credit spread − amounts to €52 million (31 December 2021: €51 million). The fair value of the sevenyear Euro Schuldschein loan of €65 million − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and Groupe M6 credit spread − amounts to €66 million (31 December 2021: €65 million).
The following table presents the Group's financial assets and liabilities measured at fair value.
The different levels have been defined as follows:
| Total €m |
Level 1 €m |
Level 2 €m |
Level 3 €m |
|
|---|---|---|---|---|
| Assets | ||||
| Equity instruments at FVOCI | 37 | 3 | – | 34 |
| Equity instruments at FVTPL | 116 | 106 | – | 10 |
| Debt instruments at FVTPL | 13 | – | – | 13 |
| Derivatives used for hedging | 59 | – | 59 | – |
| Other cash equivalents | – | – | – | – |
| At 30 June 2022 | 225 | 109 | 59 | 57 |
| Liabilities | ||||
| Derivatives used for hedging | 38 | – | 38 | – |
| Contingent consideration | 11 | – | – | 11 |
| At 30 June 2022 | 49 | – | 38 | 11 |
The amount disclosed in 'Equity instruments at FVTPL' mainly (€106 million) relates to the Magnite shares RTL Group received as part of the non-cash consideration from the sale of SpotX in 2021. The effect from re-measurement of these shares amounted to €–85 million and is disclosed in 'Fair value measurement of investments'.
Of 'Derivatives used for hedging' on the assets side, €20 million relates to derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is applied, and a further €39 million relates to derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is not applied. Of 'Derivatives used for hedging' on the liabilities side, €6 million relates to derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is applied, and a further €32 million relates to derivatives used to offset currency exposure relating to recognised monetary assets and liabilities for which hedge accounting as defined under IFRS 9 is not applied.
There were no transfers between Levels 1, 2 and 3 during the first half of 2022.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. These instruments are included in Level 1. The quoted market price used for financial assets by the Group is the current bid price.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. Listed financial instruments with contractual trading restrictions (lock-ups) are also measured on the basis of unobservable factors and included in Level 3.
The Group's Treasury and Controlling teams perform the recurring and non-recurring valuations of items to be valued at fair value for financial purposes, including Level 3 fair values. These teams report directly to the Chief Financial Officer, who reports to the Audit Committee at least once every quarter, in line with the Group's quarterly reporting dates. The main Level 3 related inputs used by RTL Group relate to the determination of the expected discounted cash flows and the discount rates used in the different valuations.
Specific valuation techniques used to value financial instruments include:
Transfers between levels of the fair value hierarchy are recognised at the date of the event or change in circumstances that caused the transfer.
The following table presents the change in Level 3 instruments:
| Assets | Liabilities | |||
|---|---|---|---|---|
| Financial assets at fair value through profit or loss €m |
Equity investments at FVOCI €m |
Total assets €m |
Liabilities at fair value through profit or loss €m |
|
| Balance at 1 January 2022 | 101 | 32 | 133 | 4 |
| Acquisitions and additions | 2 | 2 | 4 | 10 |
| Gains and losses recognised in other comprehensive income | – | – | – | – |
| Gains and losses recognised in profit or loss | 12 | – | 12 | – |
| Settlements | (92) | – | (92) | (3) |
| Balance at 30 June 2022 | 23 | 34 | 57 | 11 |
In the first half-year 2022, the amount disclosed in 'Settlements' relates to the sale of the investment in VideoAmp – a US software and data company for media measurement – in January 2022.
During the first half year the Group made sales of goods and services, purchases of goods and services to Bertelsmann Group amounting to €16 million (H1/2021: €54 million) and €29 million (H1/2021: €30 million) respectively. At 30 June 2022, the Group had trade accounts receivable and payable due from/to Bertelsmann Group amounting to €10 million (30 June 2021: €8 million) and €22 million (30 June 2021: €18 million) respectively.
As at 1 January 2022, RTL Group has entered into a sub-lease agreement with RM Hamburg Holding GmbH, a subsidiary of Bertelsmann SE & Co KGaA, for premises in Hamburg, Germany. The lease contract expires on 31 January 2025. The lease payments in the first half year 2022 amount to €6 million. The payables from this lease agreement as of 30 June 2022 amount to €32 million. The lease payments of RTL Group correspond to the payments of Bertelsmann from the head lease.
At 30 June 2022, the deposit of RTL Group GmbH with Bertelsmann SE & Co. KGaA amounted to €160 million (31 December 2021: €458 million). The interest income for the first half-year is €nil million (H1/2021: €nil million).
At 30 June 2022, the outstanding amount of the promissory note signed with Bertelsmann, Inc was EUR-equivalent €66 million (31 December 2021: €336 million). The interest income/expense for the first half year was €nil million (H1/2021: €nil million).
At 30 June 2022, the term loan balance amounts to €500 million (31 December 2021: €500 million). The fair value of the 10-year-term facility – calculated as the present value of the payments associated with the debt and based on the applicable yield curve and RTL Group credit spread − amounts to €535 million (31 December 2021: €538 million). At 30 June 2022, the total of revolving and swingline loan amounts to €nil million (31 December 2021: €nil million). The interest expense for the first half year amounts to €7 million (H1/2021: €7 million). The commitment fee charge for the period amounts to €1 million (H1/2021: €1 million).
In the absence of specific guidance in IFRS, RTL Group has elected to recognise current income taxes related to the tax pooling of its indirect subsidiary RTL Group GmbH (RGG) with Bertelsmann Capital Holding GmbH (BCH) (a direct subsidiary of Bertelsmann SE & Co KGaA) based on the amounts payable to Bertelsmann SE & Co KGaA and BCH as a result of the Profit and Loss Pooling Agreement (PLP Agreement) and Compensation Agreements described in the consolidated financial statements 2021. Deferred income taxes continue to be recognised in the condensed interim consolidated financial statements based upon the enacted tax rate and on the amounts expected to be settled by the Group in the future. The Commission, providing for the payment to CLT-UFA SA – a direct subsidiary of RTL Group – of an amount compensating the above profit transfer and being economically and contractually closely related to the Compensation, is accounted for as a reduction of the tax due under the Agreements.
For the interim periods, the Commission is determined on management's reasonable estimate on both expected annual taxable results of the tax group RGG and the tax group Bertelsmann SE & Co KGaA. This estimate is reviewed on a quarterly basis to take into account actual year-to-date results and material known developments affecting the two entities for the remaining part of the year.
At 30 June 2022, the balance payable to BCH amounts to €72 million (31 December 2021: €731 million) and the balance receivable from Bertelsmann SE & Co KGaA amounts to €70 million (31 December 2021: €648 million).
For the first half-year 2022, the German income tax in relation to the tax pooling with Bertelsmann SE & Co KGaA amounts to €2 million (H1/2021: €37 million) and the Commission amounts to €nil million (H1/2021: €17 million).
The UK Group relief of FremantleMedia Group to Bertelsmann Group resulted in a tax income of €3 million for the first half of 2022 (H1/2021: €1 million).
In January 2022, RTL Deutschland acquired 100 per cent of the share capital of Gruner + Jahr Deutschland GmbH. The acquisition was preceded by the decision of RTL Group in August 2021 to acquire Gruner + Jahr's German publishing assets and brands from Bertelsmann to create a German cross-media champion across TV, streaming, print, radio and digital. As part of the Gruner + Jahr acquisition, 50 per cent of the capital of Deutsche Medien Manufaktur (DMM) was transferred downstream to RTL Deutschland in April 2022. For further details see section Acquisitions and disposals.
Generally, RTL Group's broadcasting, radio and print businesses are subject to seasonal fluctuations. In a year with a regular revenue development, the Group's revenue is generally lower in the summer months of July and August due to lower spending of advertisers, with September being the most important month in the third quarter. The Group's content business, Fremantle, usually generates a higher proportion of both revenue and Adjusted EBITA in the second half of the year due, in part, to the seasonality of programme sales but also to the revenue generated by the distribution, licensing and merchandising business.
The seasonality of RTL's businesses is expected to deviate in 2022 from historical comparisons given current geopolitical tensions as well as the overall economic uncertainty affecting the expected business performance in the second half of the year. Therefore, balance sheet effects are evaluated for the particularly relevant areas of goodwill and individual assets, leasing, authors' fees, programming rights, inventories, trade receivables, government grants, deferred tax assets, impending losses, and revenue.
Based on the current development of RTL's businesses, no requirement for impairment of goodwill was seen, despite the aforementioned uncertainties in the market environment. This also applies to the accounting areas classified as vulnerable, for which no significant negative impact on the financial position and results of operations of RTL Group is currently expected. The assessment is partially based on management judgments, estimates and assumptions, which are believed to reflect external uncertainties appropriately.
The Group performed its annual impairment test in December and when circumstances indicated that the carrying value may be impaired. The key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the annual consolidated financial statements for the year ended 31 December 2021.
While analysing adherence to budget on individual CGU level and considering headroom in latest impairment testing, the Group did not identify any triggering events as at 30 June 2022 – despite the ongoing economic uncertainty and general increase in discount rates to reflect the current market assessment of the risks. The exception was the cash generating unit We Are Era, for which the Discounted Cash Flow (DCF) model has been updated.
The DCF model for We Are Era was based on a revised discount rate of 12.0 per cent (31 December 2021: 10.0 per cent) and a perpetual growth rate of 2.0 per cent (31 December 2021: 2.0 per cent) resulting in a headroom of €3 million.
As at 30 June 2022 neither additional impairment loss nor reversal of impairment loss had to be recognised on the at equity investment in Atresmedia.
In May 2021, Groupe TF1, Groupe M6, Groupe Bouygues and RTL Group announced that they have signed agreements to enter into exclusive negotiations to merge the activities of Groupe TF1 and Groupe M6 and create a major French media group. The new group would be well positioned to master the challenges arising from the accelerating competition with global platforms, being active on the French market, and to produce quality audiovisual content. The merger project has been unanimously approved by the Boards of Groupe Bouygues, RTL Group, Groupe TF1 and Groupe M6. The completion of the transaction remains subject to the approval of the extraordinary general meetings of the shareholders of Groupe M6 and Groupe TF1 and is also subject to approval from the French competition authority ADLC (Autorité de la Concurrence) and French media regulator ARCOM (Autorité de Régulation de la Communication Audiovisuelle et Numérique). Despite the firm commitment from the shareholders of Groupe M6 and Groupe TF1 the criteria to be classified as assets held for sale or discontinued operations are not fulfilled at the end of the reporting period. This is because Groupe M6 is not available for immediate sale in its present condition and the expectation of sale could not be assumed as highly probable at the end of June 2022. In consequence, the proposed transaction had no impact on the presentation of Groupe M6 within RTL Group's consolidated financial statements as at 30 June 2022.
In June 2021, RTL Group and Talpa Network announced that they have signed agreements to merge their broadcasting and affiliated media businesses in the Netherlands to create a Dutch cross-media group. According to the agreements, Talpa Network will contribute its TV, radio, print, digital, e-commerce and other assets to RTL Nederland and will receive a 30 per cent stake in the enlarged RTL Nederland in return. RTL Group will hold the remaining 70 per cent in the combined group and will continue to fully consolidate RTL Nederland. In September 2021, the works councils of RTL Nederland and Talpa Network issued their favourable opinions on the proposed merger. The completion of the transaction remains subject to approval from the Dutch competition authority ACM (Authority for Consumers and Markets). A decision is expected in autumn 2022.
In January 2022, RTL Group sold its entire investment in VideoAmp – a US software and data company for media measurement – for US-\$104 million (€92 million) in cash. The transaction was carried out as a share buyback by VideoAmp. The cash inflow is recognised in the consolidated cash flow statement under 'Proceeds from the sale of investments accounted for using the equity method, other investments and financial assets'.
RTL Group is party to legal proceedings in the normal course of its business, both as defendant and claimant. Details can be found in the consolidated financial statements as at 31 December 2021. Among others, several subsidiaries of RTL Group were being sued by the broadcaster RTL 2 Fernsehen GmbH & Co KG and its sales house El Cartel Media GmbH & Co KG before the regional court in Düsseldorf, Germany, seeking disclosure of information to substantiate a possible claim for damages. Management's assessment based on the independent legal advice, is that the basis for the claim has little merit, and it is not probable that an outflow will be required to settle the claim. As no further outflows of resources are expected, the provision was reversed.
In the condensed interim consolidated statement of comprehensive income, the increase of 'Re-measurement of postemployment benefit obligations' mainly relates to an increase in the discount rate.
On 26 July 2022, in the framework of the review of the proposed merger between Groupe TF1 and Groupe M6, the case team of the French competition authority (Autorité de la Concurrence) has issued its report. In this report, which does not prejudge the final decision by the Board (Collège) of the authority, the case team considers that the proposed transaction raises significant competition concerns (in particular on the advertising market). The nature and scope of the remedies required in the report of the case team would render the parties' proposal irrelevant, in which case the parties would withdraw it. The parties – who intend to maintain their proposal as presented – will respond to the competition authority by around mid-August. The hearings before the Board of the French competition authority are scheduled for the beginning of September 2022.
KPMG Luxembourg, Société anonyme 39, Avenue John F. Kennedy L-1855 Luxembourg
Tel.: +352 22 51 51 1 Fax: +352 22 51 71 E-mail: [email protected] Internet: www.kpmg.lu
To the Shareholders of RTL Group S.A. 43, Boulevard Pierre Frieden L-1543 Luxembourg
We have reviewed the accompanying condensed interim consolidated financial statements of RTL Group S.A. and its subsidiaries (the "Group"), which comprise the condensed interim consolidated statement of financial position as at 30 June 2022, and the related condensed interim consolidated income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the six-month period then ended, and a summary of significant accounting policies and other explanatory information.
The Board of Directors is responsible for the preparation and presentation of these condensed interim consolidated financial statements in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of condensed interim consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review. We conducted our review in accordance with International Standard on Review Engagements (ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity") as adopted for Luxembourg by the "lnstitut des Réviseurs d'Entreprises".
This standard requires us to comply with relevant ethical requirements and conclude whether anything has come to our attention that causes us to believe that the condensed interim consolidated financial statements, taken as a whole, are not prepared in all material respects in accordance with the applicable financial reporting framework.
A review of condensed interim consolidated financial statements in accordance with ISRE 2410 is a limited assurance engagement. The "Réviseur d'Entreprises Agréé" performs procedures, primarily consisting of making inquiries of management and others within the Group, as appropriate, and applying analytical procedures, and evaluates the evidence obtained.
The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on these condensed interim consolidated financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.
Luxembourg, 4 August 2022 KPMG Luxembourg
Société anonyme Cabinet de révision agréé
Jean Manuel Séris
Cover RTL+, RTL Nederland/Rob Jacobs, Fremantle 2 Ralf Juergens
| Publisher | RTL Group SA Communications & Investor Relations 43, Bd Pierre Frieden L–1543 Luxembourg Luxembourg |
|---|---|
| Editor | RTL Group Communications & Investor Relations |
| Copywriters | RTL Group Communications & Investor Relations |
| Copy editing and proofreading | Sarah Townsend Editorial, Gloucester |
| Design, concept consulting | Ringzwei, Hamburg |
Visit company.rtl.com and follow us on: LinkedIn Twitter Instagram YouTube Facebook
Have a question? We'll get back to you promptly.