Quarterly Report • Sep 16, 2019
Quarterly Report
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| OVERVIEW OF KEY FINANCIALS � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � |
� 01 |
|---|---|
| TO OUR SHAREHOLDERS � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � |
� 04 |
| Report of the Executive Board � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �06 | |
| freenet AG and the capital markets � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �08 | |
| INTERIM GROUP MANAGEMENT REPORT� � � � � � � � � � � � � � � � � � � � � � � � � |
� 11 |
| Principles of internal management� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �12 | |
| Course of business � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �16 | |
| Segment-specific course of business � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �18 | |
| Net assets, financial position and results of operations � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �20 | |
| Report on post-balance sheet date events � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �23 | |
| Report on opportunities and risks� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �23 | |
| Report on expected developments � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �24 | |
| CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS� � |
� 25 |
| Consolidated income statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �26 | |
| Consolidated statement of comprehensive income � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �27 | |
| Consolidated balance sheet � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �28 | |
| Statement of changes in equity� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �30 | |
| Consolidated statement of cash flows � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �32 | |
| Selected explanatory notes pursuant to IAS 34� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �33 | |
| Responsibility statement� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �42 | |
| FURTHER INFORMATION� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � |
� 43 |
| Glossary � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �44 | |
| Financial calendar � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �46 | |
| Imprint and Contact � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �47 |
| In EUR million/as indicated | H1/2019 | H1/20182 | Q2/2019 | Q1/2019 | Q2/20182 |
|---|---|---|---|---|---|
| Revenue | 1,389.0 | 1,386.2 | 699.1 | 689.9 | 696.6 |
| Gross profit | 446.7 | 445.8 | 219.4 | 227.3 | 222.2 |
| EBITDA | 215.5 | 204.9 | 107.5 | 107.9 | 108.1 |
| EBIT | 138.2 | 138.1 | 68.8 | 69.3 | 77.9 |
| EBT | 123.1 | 125.1 | 62.0 | 61.1 | 70.8 |
| Consolidated profit | 111.6 | 108.0 | 55.5 | 56.2 | 61.3 |
| Earnings per share in EUR (basic and diluted) | 0.91 | 0.89 | 0.45 | 0.47 | 0.50 |
| In EUR million/as indicated | 30.6.2019 | 30.6.2018 | 30.6.2019 | 31.3.2019 | 30.6.2018 |
|---|---|---|---|---|---|
| Total equity and liabilities | 4,911.6 | 4,495.8 | 4,911.6 | 4,986.3 | 4,495.8 |
| Equity | 1,242.0 | 1,327.0 | 1,242.0 | 1,381.4 | 1,327.0 |
| Equity ratio in % | 25.3 | 29.5 | 25.3 | 27.7 | 29.5 |
| In EUR million | H1/2019 | H1/20182 | Q2/2019 | Q1/2019 | Q2/20182 |
|---|---|---|---|---|---|
| Free cash flow | 126.7 | 135.1 | 81.5 | 45.3 | 96.8 |
| Depreciation, amortisation and impairment | 77.3 | 66.8 | 38.7 | 38.6 | 30.2 |
| Net investments (CAPEX) | 15.6 | 23.5 | 8.7 | 6.8 | 12.5 |
| Net debt | 2,175.1 | 1,699.6 | 2,175.1 | 2,053.6 | 1,699.6 |
| Adjusted net debt | 1,272.1 | 928.7 | 1,272.1 | 1,155.4 | 928.7 |
| 30.6.2019 | 30.6.2018 | 30.6.2019 | 31.3.2019 | 30.6.2018 | |
|---|---|---|---|---|---|
| Closing price Xetra in EUR | 17.60 | 22.69 | 17.60 | 19.16 | 22.69 |
| Number of issued shares in '000s | 128,061 | 128,061 | 128,061 | 128,061 | 128,061 |
| Market capitalisation in EUR million | 2,253.2 | 2,905.7 | 2,253.2 | 2,453.0 | 2,905.7 |
| 30.6.2019 | 30.6.2018 | 30.6.2019 | 31.3.2019 | 30.6.2018 | |
|---|---|---|---|---|---|
| Employees | 4,141 | 4,078 | 4,141 | 4,199 | 4,078 |
| In million | H1/2019 | H1/2018 | Q2/2019 | Q1/2019 | Q2/2018 |
|---|---|---|---|---|---|
| Postpaid3 | 6.834 | 6.828 | 6.834 | 6.862 | 6.828 |
| Net change, postpaid | –0.062 | 0.117 | –0.028 | –0.034 | 0.058 |
| freenet FUNK | 0.020 | — | 0.020 | — | — |
| Net change, freenet FUNK | 0.020 | — | 0.020 | — | — |
| In EUR million | H1/2019 | H1/20182 | Q2/2019 | Q1/2019 | Q2/20182 |
|---|---|---|---|---|---|
| Revenue | 1,256.0 | 1,238.2 | 631.3 | 624.7 | 617.2 |
| Gross profit | 348.5 | 354.8 | 168.9 | 179.6 | 175.7 |
| EBITDA | 186.9 | 181.8 | 90.4 | 96.5 | 91.5 |
| In EUR | H1/2019 | H1/20182 | Q2/2019 | Q1/2019 | Q2/20182 |
|---|---|---|---|---|---|
| Postpaid without hardware (IFRS 15) | 18.8 | 19.0 | 18.8 | 18.8 | 19.0 |
| In '000s | H1/2019 | H1/20182 | Q2/2019 | Q1/2019 | Q2/20182 |
|---|---|---|---|---|---|
| freenet TV subscribers (RGU) | 1,037.5 | 1,000.6 | 1,037.5 | 1,020.2 | 1,000.6 |
| Net change, freenet TV subscribers (RGU) | 23.2 | 98.6 | 17.3 | 5.9 | 55.5 |
| waipu.tv subscribers | 331.9 | 174.3 | 331.9 | 286.3 | 174.3 |
| Net change, waipu.tv subscribers | 80.1 | 72.0 | 45.6 | 34.6 | 41.2 |
| In EUR million | H1/2019 | H1/2018 | Q2/2019 | Q1/2019 | Q2/2018 |
|---|---|---|---|---|---|
| Revenue | 123.9 | 148.7 | 62.9 | 61.0 | 77.3 |
| Gross profit | 79.8 | 72.2 | 40.7 | 39.1 | 34.7 |
| EBITDA | 33.2 | 28.0 | 18.9 | 14.3 | 20.3 |
1 Unless indicated otherwise, we refer to the section "Calculation of alternative performance measures" for the definition of the key financials.
2 The comparative figures were adjusted due to the refocusing of the internal management system effective from 2019 and the associated redefinition of various perfor-
mance measures. For information on the changes, see the sections "Internal management system" and "Alternative performance measures" in the 2018 Annual Report. 3 At the end of the period.
04
From left to right: Ingo Arnold (CFO); Stephan Esch (CTO); Rickmann v. Platen (CCO); Christoph Vilanek (CEO); Antonius Fromme (CCE)
05
Report of the Executive Board 06
freenet AG and the capital markets 08
"Turning the mobile phone market upside down", "a seismic shift", and "a revolution in Mobile Communications" from "Germany's most exciting mobile phone tariff" that "could put competitors under some serious pressure". These were just some of the reactions triggered in the trade and business press by freenet FUNK – the new mobile phone tariff we launched at the start of May. With the help of an app, users can adjust the tariff to suit their individual usage behaviour, terminate their contract or take a break for up to 14 days at any time in just a few seconds. The offer also stands out for its genuine, unrestricted flat-rate data tariff of 30 euros per month – including calls and text messages.
With freenet FUNK, we are once again sending out a message to a Mobile Communications market that has continued to face significant challenges in recent months. The market saturation that has prevailed for many years has now been joined by uncertainty and reluctance among consumers. A similar trend is evident in other sectors and is likely due not least to the initial effects of the looming global trade war, with several market-relevant device manufacturers – including very active competitors in our segment – already facing barriers to their businesses. It is an unfortunate development, even for our company, which has actively and successfully taken on the competition throughout its more than 25-year history with a blend of innovation, continuity, determination and a consistent focus on customers.
We have succeeded in counteracting the saturation in the Mobile Communications market by concentrating on profitable high-quality relationships with postpaid customers and thus generating steady growth for the past seven years. Yet all success has its limits, even for the freenet Group – as we have seen since the start of the year with the first fall in customer numbers in this segment. As of 30 June, this figure stood at 6.834 million – a slight increase of around 6,000 compared to the first half of 2018, but a decrease of just under 62,000 compared with the year-end figure. This makes the fact that we are leading the way with freenet FUNK even more important. In the first seven weeks after the tariff's launch, we motivated around 20,000 users to sign up for this "unorthodox" offering, somewhat offsetting the decline in postpaid customers.
Both of our products in the TV and Media segments are also proving popular, with a steady rise in the number of users. freenet TV, which offers traditional linear full HD television via antenna, reported 1.037 million RGUs, or Revenue Generating Units, at the end of the first half of 2019. Meanwhile, our IPTV service waipu.tv passed the 300,000 registered customers mark in the second quarter to reach 332,000 by the end of the period – almost double the number reported in Q2 2018.
These results and the support of our third business area, digital lifestyle, have enabled us to generate a solid set of half-yearly figures.
As in previous years, our shareholders also participated in the freenet Group's quality and profitability-driven strategy. In May, they received 1.65 euros per eligible share or a total of 211.2 million euros in dividends for the 2018 financial year, making our shares among the most attractive securities on the Deutsche Börse with a dividend yield of just under 9 per cent. As a result, we are full of confidence heading into the second half of the year and beyond, despite the challenges.
How can we afford to be so optimistic?
■ Finally, the third mainstay of our operations, digital lifestyle, generates steady revenue in the hundreds of millions of euros year after year. This segment primarily focuses on digital services relating to entertainment and infotainment, home automation and security, as well as devices offered at competitive prices. Our marketing activities leverage our close-knit network of shops with their excellent proximity to our customers, our efficient e-commerce offering and an award-winning omni channel approach that allows for optimal links between our sales channels. This is yet another area in which we set new standards in our industry.
We operate in a sector where change is an everyday occurrence and innovation is essential – or at least it should be. We also live in a global political and economic environment where collaboration values such as reliability, predictability, fairness and honesty that were once a matter of course are beginning to erode. This makes it more important that the freenet Group continues to embody these values as if they were part of the company's DNA. We practice them by ensuring the greatest possible continuity and expertise in our management of the company, by communicating our targets and results to the capital markets openly and transparently, and by acting fairly with our customers, business partners, and finally, our employees. We are convinced that these principles – underpinned by a coherent strategy and dedicated efforts – will ultimately pay off for all concerned. With this in mind, we will tackle the challenges of the next few months and quarters together as a company with great confidence.
Christoph Vilanek Ingo Arnold Stephan Esch
Antonius Fromme Rickmann v. Platen
Developments on the world's stock markets were driven by a series of geopolitical and economic events in the first six months of 2019. In particular, the smouldering trade conflict between the USA and China and weaker global demand have slowed economic development. Brexit remains one of the biggest risks to economic growth in the eurozone. The German economy is also suffering as a result of the lacklustre global economy and is expected to expand by just 1.0 per cent in 2019 (December 2018 estimate: 1.6 per cent) according to the latest estimates from the German Institute for Economic Research (DIW). The robust state of domestic consumption and the services sector are factors offsetting the decline in domestic industrial production.
After experiencing sharp losses during the 2018 financial year, stock markets around the world stabilised at the start of 2019. Speculation that US fiscal policy would react more flexibly to economic developments, as well as the favourable interest rate environment for refinancing, triggered a stock market recovery in the spring of 2019. The biggest stress factor for the markets during the period under review was the fear of a global recession. However, the publication of many companies' annual reports, including their forecasts for the current year, allayed fears of an imminent recessive phase. The German financial markets also performed positively across the board:
With Germany's leading index, the DAX, making gains of around 17 per cent in the first six months of the year and closing at 12,399 points on 28 June 2019.
Telecommunications stocks were largely unaffected this upward trend and continued to develop as they did in 2018. In short, this meant that the first half of 2019 was not an enjoyable one for the telecommunications sector, as most companies saw their share price decline. This was also reflected by the SXKP, a European share index for companies in the telecommunications industry, which lost around 13 per cent in 2018 and has mostly moved sideways since then.
Since the start of 2019, the freenet share has slightly improved on its performance for the whole of 2018. Private and institutional investors paid 15.59 euros for the share on 1 January. The share price increased until 2 May 2019, rising to 19.55 euros. The recovery rally came to a sudden halt the next day when the publication of a negative analyst's report had a direct adverse impact on the share price. The German 5G auction also came to an end on 12 June, and the associated announcement of again having four mobile network operators did not provide the expected boost to the communications sector. The share prices of freenet AG and its peers continued to react in a volatile way even at the end of the half-year, despite the positive feedback they had hoped for. Overall, the freenet share rose by 2.01 euros during the period under review (30 June closing price: 17.60 euros). The average daily Xetra closing price was 17.56 euros in the first six months of the year. Without the distribution of a dividend totalling 1.65 euros, the closing price at the end of the second quarter would have been 19.25 euros. freenet AG's shares outperformed the SXKP in the first half of 2019, notwithstanding the previous fall in value. While the SXKP ended the period down slightly by 2 per cent, the freenet share gained 13 per cent. As a result, the stock's rise was almost on a par with that of the primary benchmark index, the MDAX (+19 per cent) and the TecDAX (+17 per cent).
Equity interests of more than 15 per cent were held by Flossbach von Storch AG, Cologne, at the end of the quarter. BlackRock Inc., Wilmington, USA, and iShares Trust, a subsidiary of BlackRock Inc., both exceeded the 5 and 3 per cent reporting thresholds on the same date. The latter announced that it exceeded a reporting threshold for the first time on 21 March 2019. In the second quarter, this and the 5 per cent reporting threshold were exceeded or fallen below several times. The aforementioned and previous voting rights notifications pursuant to Section 21 of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) for the first half of 2019 have been published at www.freenet-group.de/ investor-relations.
The share capital of freenet AG amounts to 128,061,016 euros and is comprised of an equal number of registered no-par-value shares. This means that the proportionate amount of share capital allocated to each no-par-value share is 1.00 euro. The percentage distribution of share capital has hardly changed compared to the end of 2018.
1 incl. attributions according to the German Securities Trading Act
(Wertpapierhandelsgesetz – WpHG). 2 The free float according to Deutsche Börse AG amounts to 78.46 per cent.
As a result of the voting rights notifications received during the quarter under review, the free float fell only marginally by 0.88 percentage points from 79.34 per cent since 31 December 2018 to 78.46 per cent.
09
The freenet share is regularly monitored and evaluated by 18 analysts representing different investment firms. In the first half of 2019, a total of seven buy recommendations, seven hold recommendations and four sell recommendations were issued. Target prices range from 15 to 30 euros per share, with an average of 21.9 euros.
| Target prices in EUR | Ø 21.9 | |
|---|---|---|
| Bankhaus Lampe | 19.0 | |
| Barclays | 20.0 | |
| Berenberg | 18.0 | |
| Commerzbank | 21.0 | |
| Deutsche Bank | 22.0 | |
| DZ Bank | 22.0 | |
| Goldman Sachs | 15.0 | |
| Hauck & Aufhäuser | 29.0 | |
| HSBC | 20.0 | |
| Independent Research | 21.0 | |
| Jefferies | 23.0 | |
| Kepler Cheuvreux | 20.0 | |
| LBBW | 23.0 | |
| Newstreet Research | 23.5 | |
| Oddo Seydler | 27.0 | |
| Redburn | 25.0 | |
| UBS | 16.0 | |
| Warburg | 30.0 | |
| Buy | Hold Sell |
|
| 1 As per 30 June 2019. |
The Annual General Meeting of freenet AG for the 2018 financial year took place on 16 May 2019. Around 500 shareholders gathered at Messe Hamburg to hear the Supervisory Board and Executive Board's speeches in person and put their questions to management. All other interested parties had the opportunity to follow a (live) broadcast on the company's website.
Around 44.52 per cent of share capital was represented at the AGM, including postal votes received. All the agenda items proposed by management were adopted by the shareholders with the required majorities, while the proposal of the Executive and Supervisory Boards to distribute a dividend of 1.65 euros per eligible share for the 2018 financial year was adopted with 99.79 per cent of votes.
As part of the Group-wide digitalisation strategy in conjunction with the principle of acting responsibly and sustainably, the company introduced an online service for all shareholders at this year's AGM. More than 30 per cent of registered shareholders made direct use of the new digital access portal to complete tasks such as registering for the AGM and cancelling requests to receive future AGM documents by post and/ or conserving resources by agreeing to receive invitations and admission tickets by email.
| Principles of internal management | 12 |
|---|---|
| Course of business | 16 |
| Segment-specific performance | 18 |
| Net assets, financial position and results of operations | 20 |
| Report on post-balance sheet date events | 23 |
| Report on opportunities and risks | 23 |
| Report on expected developments | 24 |
To implement the operations and strategic objectives of the Group, a standardised and reliable management system is used at the highest Group level and in the freenet Group's individual companies. Performance is measured based on both financial and non-financial performance indicators. In order to align the management system more strongly with the strategic focus and management of the freenet Group, the financial and non-financial performance indicators were revised and refocused for the 2019 financial year (see also the "Alternative performance measures" section). These are summarised as follows:
Financial performance indicators
Non-financial performance indicators
The financial performance indicator free cash flow is not used for management purposes at the segment level; it is used exclusively at the Group level. Postpaid ARPU is only used in the Mobile Communications segment.
For a detailed discussion of the financial and non-financial performance indicators, see the section "Fundamental information about the Group" in the 2018 Annual Report. If a further need for adjustment is identified in future, we reserve the right to adjust the management system accordingly. A reconciliation of non-GAAP financial measures (also: alternative performance measures) such as EBITDA and free cash flow is done in the section "Calculation of alternative performance measures".
Strategic corporate management is further underpinned by financial management, which includes the capital structure and liquidity development as control parameters. The strategy is implemented and monitored by a comprehensive treasury management system enhanced by established controlling structures.
As part of the implementation of the financial reporting standards IFRS 15 Revenue from Contracts with Customers and IFRS 16 Leases, management decided, starting with the 2019 financial year, to redesign the control system for both the capital structure and the target structure. The restatements became necessary due to the material effects of both financial reporting standards on the balance sheet structure (especially the presentation of assets and liabilities).
The debt ratio and the equity ratio will continue to be used to manage the capital structure. In addition, an adjusted debt factor is also shown, which considers the market values of equity investments in the debt capital structure. The last twelve months (July 2018 to June 2019 or July 2017 to June 2018 for the previous year) are used for the period-related parameter EBITDA.
| 30.6.2018 restated1 |
31.12.2018 restated1 |
30.6.2019 | Target | |
|---|---|---|---|---|
| Debt ratio | 4.0 | 4.2 | 4.6 | <3.5 |
| Adjusted debt ratio |
2.2 | 2.0 | 2.7 | — |
| Equity ratio in % |
29.5 | 27.6 | 25.3 | >25 |
1 Due to a change in the definition of the control parameters, the previous year's figures were restated.
Due to the initial application of IFRS 16 Leases, the comparability of the debt ratio and adjusted debt ratio figures for the second quarter of 2019 with those of the prior-year period is limited. This limitation is mainly attributable to financial obligations under operating leases that have been recognised since the beginning of the 2019 financial year and are now part of net debt. As a result, the debt ratio as of 30 June 2019 was 4.6, which is above the long-term target value of less than 3.5. The year-on-year increase is mainly due to higher net lease liabilities (operating leases recognised as liabilities), which were up 226.3 million euros. To enhance the figure's informative value, EBITDA for July 2018 to June 2019 considers a linear extrapolation of the current IFRS 16 EBITDA effect of the first half of 2019. As at 30 June 2019, the equity ratio of 25.3 per cent was above the target level of 25 per cent.
The Executive Board continues to pursue its present financial strategy and thus also its financial management targets. A detailed reconciliation of the non-GAAP measures listed is provided in the following section.
We use alternative performance measures (APM), which are not governed by the IFRS to illustrate the financial position and results of operations of the freenet Group. Even though both management and investors commonly use APMs for assessing the current operating performance and the company's debt situation, these are only meaningful to a limited extent when used as a sole analysis tool. Moreover, although they might use similar or even identical designations, the listed APMs are not necessarily equivalent to the APMs reported by other companies because of different calculation methods used. Please also note that APMs do not replace historical results, assets or liabilities of the company or other performance indicators or IFRS figures, and therefore should not be viewed in isolation and should be additional information.
The alternative performance measures used by freenet AG are as follows:
Special factors which affect the determination of some alternative performance measures result from the process of integrating and subsequently accounting for acquired operations.
Gross profit is defined as the balance of revenue and cost of materials. The gross profit margin represents the ratio between gross profit and revenue.
| In EUR million/as indicated | Q2/2019 | Q2/2018 |
|---|---|---|
| Revenue | 699.1 | 696.6 |
| Cost of materials | –479.7 | –474.4 |
| Gross profit | 219.4 | 222.2 |
| Gross profit margin (in %) | 31.4 | 31.9 |
EBITDA is a financial performance indicator of the freenet Group and is defined as EBIT (see "EBIT") plus depreciation, amortisation and impairment. In order to increase transparency, the freenet Group also reports EBITDA adjusted for one-time effects (adjusted EBITDA) for information purposes and to enable an undistorted assessment of operating earnings performance. One-time effects can represent both expenses and income. They relate to significant nonrecurring, one-time and/or regulatory effects (e. g. restructuring expenses) which, based on the Executive Board's assessment, could impair a transparent presentation of the freenet Group's operating results.
| In EUR million | Q2/2019 | Q2/2018 |
|---|---|---|
| EBIT | 68.8 | 77.9 |
| Depreciation, amortisation and impairment |
38.7 | 30.2 |
| EBITDA | 107.5 | 108.1 |
| Adjustments: | ||
| One-off effects from sale of analogue radio infrastructure |
0.0 | –7.3 |
| Adjusted EBITDA | 107.5 | 100.8 |
EBITDA/adjusted EBITDA is a non-GAAP figure which management uses for evaluating the business performance and operational viability of the company. Both ratios are used for target/actual comparisons and for forecasting the financial performance indicator EBITDA.
EBIT is defined as earnings before financial result (see "financial result") and taxes and similarly to EBITDA measures the short-term operating performance and success of the company.
| In EUR million | Q2/2019 | Q2/2018 |
|---|---|---|
| Earnings before taxes | 62.0 | 70.8 |
| Financial result | 6.8 | 7.1 |
| EBIT | 68.8 | 77.9 |
The items profit or loss of equity-accounted investments, interest and similar income, interest and similar expenses and other financial result are combined under "financial result". The financial result is also shown as a separate subtotal ("financial result") in the consolidated income statement.
| In EUR million | Q2/2019 | Q2/2018 |
|---|---|---|
| Profit or loss of equity-accounted investments |
7.1 | 5.1 |
| Interest and similar income | 0.7 | 0.0 |
| Interest and similar expenses | –14.8 | –12.2 |
| Other financial result | 0.2 | 0.0 |
| Financial result | –6.8 | –7.1 |
Free cash flow is a financial performance indicator of the freenet Group and is defined as cash flow from operating activities, minus investments in property, plant and equipment and intangible assets, plus proceeds from the disposal of property, plant and equipment and intangible assets and (since the start of 2019) less cash repayments of lease liabilities.
| In EUR million | Q2/2019 | Q2/2018 |
|---|---|---|
| Cash flows from operating activities | 109.5 | 114.8 |
| Payments to acquire property, plant and equipment and intangible assets |
–10.4 | –14.6 |
| Proceeds from disposal of intangible assets and property, plant and equipment |
1.7 | 2.1 |
| Cash repayments of lease liabilities | –19.3 | –5.4 |
| Free cash flow | 81.5 | 96.8 |
In addition to the presentation of EBITDA/adjusted EBITDA, this parameter is used as an indicator for showing the ability of the Group to generate cash that serves to distribute a dividend or repay borrowings, for example.
Net debt is defined as long-term and short-term borrowings shown in the balance sheet, plus net lease liabilities (noncurrent and current lease liabilities shown in the balance sheet, less non-current and current lease assets) and less liquid assets. The Group also reports adjusted net debt, which represents net debt less the market value of the freenet Group's equity investments. These are currently the investments in Sunrise and CECONOMY. The market value of Sunrise is calculated by multiplying the closing price of its share on the Swiss stock exchange by the number of shares held by freenet (11,051,578) as of the relevant reference date. Swiss francs are translated into euros using an officially defined reference date rate based on data of Bloomberg. The same approach is used for CECONOMY.
| In EUR million | 30.6.2019 | 31.3.2019 |
|---|---|---|
| Borrowings | 1,831.2 | 1,736.4 |
| Net lease liabilities | 497.4 | 506.4 |
| Liquid assets | –153.6 | –189.7 |
| Net debt | 2,175.1 | 2,053.6 |
| Equity investments (market value of Sunrise and CECONOMY) |
–903.0 | –898.2 |
| Adjusted net debt | 1,272.1 | 1,155.4 |
Net debt is a non-GAAP figure which is used by management for managing the financing structure of the Group. It is an integral part of Group-wide capital risk management and is included in the calculation of the debt ratio, which is calculated as the ratio between net debt and EBITDA generated in the last 12 months. This is also applicable to the adjusted debt ratio; however, in this case, adjusted net debt is used as the basis for calculating the ratio. Both ratios are reported additionally in order to show the maximum debt repayment potential from liquidating the equity investment and the respective effect on the capital structure.
The developments of the two debt ratios as well as the target range are detailed in the section "Financial management".
The equity ratio defines the ratio between equity and total equity and liabilities and is used as an additional measurement for an efficient management of corporate financing.
| Equity ratio (in %) | 25.3 | 27.7 |
|---|---|---|
| Total equity and liabilities | 4,911.6 | 4,986.3 |
| Equity | 1,242.0 | 1,381.4 |
| In EUR million/as indicated | 30.6.2019 | 31.3.2019 |
As a digital lifestyle provider and the largest networkindependent telecommunications provider in Germany, the freenet Group operates in three business areas:
Our work in the first half of 2019 centred around consistently expanding the scope and quality of our two TV products, waipu.tv and freenet TV.
One particularly significant development was EXARING's new sales collaboration with Telefónica Germany, with "O2 TV – powered by waipu.tv" launching in May. Telefónica Germany offers three options for this streaming service. For just under 5 euros a month, the smallest "S" package includes around 80 channels and a virtual video recorder with 25 hours of recording capacity. For just under 9 euros a month, the number of channels increases to over 100, while the "L" package for around 10 euros a month enables customers to use the service via their mobile network while on the move or when travelling in Europe. What makes this collaboration special is the fact that it marks the first time in the long history of competition and partnership between the network operators and the freenet Group that one of the network operators has offered a freenet product.
EXARING also forged new partnerships with major media companies and hardware manufacturers in recent months, as well as Apple TV and Amazon. For example, BILD launched its own channel on waipu.tv in April, allowing customers to stream the best content from BILD, ComputerBild and AUTO BILD on their televisions or smartphones. FOCUS Online followed suit at the end of May. Similarly, the waipu.tv app has been available on Apple TV since May for Version 4 onwards. A new customer campaign was also launched via Amazon at the start of the second quarter, offering users the chance to sign up to waipu.tv and enjoy its programming for free for three months. In March, buyers of all Samsung TVs delivered in Germany from model year 2019 onwards received waipu. tv free of charge for six months in addition to their smart TV.
EXARING also introduced programmatic marketing of connected TV products and services during the first quarter. This gives advertising customers the opportunity to book their video commercials in high-calibre TV environments – with formats such as traditional TV spot integration in short advertising blocks or pre-roll videos.
Media Broadcast has also focused on improving the customer appeal of its product by enhancing the content on offer in recent months. One new addition is sports channel Ran Fighting, which offers viewers the best from the worlds of boxing, mixed martial arts, kickboxing and karate, all complemented by background information and interviews with the biggest names in these sports. freenet TV now includes five sports channels: Ran Fighting, Sportdigital, Kicker, Motorvision.TV and Sportdeutschland.TV.
In the B2B business, Media Broadcast towards the end of the first half of 2019 agreed to extend its collaboration with the ARD Sportschau for another two years. As part of this deal, the freenet subsidiary will transmit the TV signal for a total of 178 Bundesliga matches a year from the stadiums to the WDR broadcasting centre in Cologne for the next two seasons. Media Broadcast will use its fleet of outside broadcast vehicles for this collaboration.
Programmes such as Sportschau, but also traditional linear television in general, are popular with older viewers. To reach younger audiences, freenet TV launched an Instagram-based campaign in the first quarter starring actor and popular rapper Jimi Blue Ochsenknecht. At the end of the first half of 2019, freenet TV then began its summer season of television with a 360° campaign with the slogan "So entspannt kann waipu.tv also launched a national out-of-home campaign in the first half of the year. Using the motto "Ich sehe was" ("I see something") and with a total gross media volume of 10 million euros, it focused on mega lights, info screens, mall and station videos as well as on other digital channels.
These initiatives enabled both products to continue their solid user and customer growth from previous quarters and years during the first six months of 2019. In the second quarter, the number of waipu.tv subscribers passed the 300,000 mark to reach around 332,000 at the end of June – up 80,000 on the start of the year and within the target range for 2019. "O2 TV – powered by waipu.tv", carefully launched by Telefónica in May, has already contributed a relevant number of new users.
The number of revenue-generating users (RGUs) of freenet TV also continued to increase slightly in line with our targets for the full year. The number of RGUs reached 1.037 million at the end of the first half of 2019, up 23,000 since the start of the year.
During a history stretching back over almost three decades, the Mobile Communications market has been dominated by two tariff models: contracts for postpaid customers, many of them with two-year fixed terms, and prepaid cards with call and data volumes paid for in advance.
Considering this, the new tariff that freenet began marketing at the start of May represents a genuine paradigm shift for the industry. freenet FUNK marks a fundamental innovation in every respect – from the ordering process and the completely flexible and very inexpensive digital usage to the option to pause or terminate the tariff at any time. There are no setup costs, minimum terms or notice periods. As a result, the maximum monthly cost is either 20.70 euros or 29.70 euros, calculated based on 30 days of actual usage each month.
Customers can only sign up for and manage freenet FUNK via the app. In Germany's major cities and metropolitan areas, a courier service delivers SIM cards free of charge within just a few hours that can also be activated via the app; the delivery process generally takes a little longer in rural areas. Billing is carried out on a calendar day basis. freenet FUNK generated a remarkable response from both the trade and business press as well as market players. As of the 30 June reporting date, this innovative and completely app-based product had more than 20,000 active cards or customer relationships not in pause mode.
mobilcom-debitel is also working on expanding its business customer segment. Near the end of the first quarter, freenet Business was launched as a separate division for business customers, in addition to two new mobile device management solutions accompanied by appropriate training from resellers. Going forward, freenet Business will provide companies with a range of cloud-based services such as Infrastructure as a Service, Platform as a Service and Software as a Service. The freenet Group will use the capacity of its own ISO 27001 certified data centre in Düsseldorf for this purpose.
The decline in postpaid customer business observed across the sector since the start of the year is relatively moderate for the freenet Group. This contraction also slowed in the second quarter compared to the first few months of the current year. The number of postpaid customers with a two-year contract was 6.834 million as of 30 June 2019, compared to 6.828 million at the end of the first half of 2018.
Postpaid ARPU excluding hardware remained comparatively stable compared to the prior-year period at 18.8 euros, after 18.8 euros in the previous quarter and 19.0 euros in the same period last year.
Devices, products and services, particularly in the areas of entertainment, infotainment and security, represent another mainstay of the freenet Group under the digital lifestyle umbrella, supplementing the Mobile Communications and TV and Media segments. These products and services are generally offered via the main brand mobilcom-debitel as well as the GRAVIS subsidiary – in the various shops, by way of online sales and via a wide range of special promotions and activities.
In February, mobilcom-debitel also entered into a partnership with emporia. The Linz-based company produces a flip phone, the emporiaTOUCHsmart, aimed at the senior citizens market segment.
One of the key features of this phone is its simple, intuitive interface. It also combines the best of both worlds, boasting both a modern touchscreen and a foldable, conventional keyboard for dialling phone numbers. The touchscreen enables users to access various applications such as the WhatsApp messenger service.
As in previous quarters and years, the digital lifestyle business continues to make a steady contribution to the freenet Group's revenue and profit. The digital lifestyle business contributed revenue of 86.7 million euros in the first six months of 2019, slightly above the 85.0 million euros reported in the same period of 2018.
At the start of the first half of 2019, freenet launched a completely redesigned version of its email service. "freenet.de" has already been available to users for around two decades, both as a free service and as part of fee-based packages, making it one of the most established email services in Germany.
The cornerstones of the freenet Group's core business are customer-centric tariffs and services aimed at further enhancing the quality of the customer base by increasing the number of customers with a two-year contract. As in the first quarter of 2019, the changes to the product portfolio required in order to achieve this led to a slight drop of around 28,000 in the number of contract customers to 6.834 million in the quarter under review. The postpaid customer base grew by around 6,000 contracts year-on-year. Approximately 20,000 customers of the freenet FUNK mobile communication product launched in May 2019 are not included in the postpaid customer base as of 30 June 2019.
The intrinsic value of 24-month contracts is also evident in the stable development of postpaid ARPU excluding hardware, which was 18.8 euros in the first half of 2019 after reaching 19.0 euros in the same period last year. The associated revenue from services also remained stable at 772.5 million euros for the first half of 2019 (previous year: 770.4 million euros), highlighting the effectiveness of the measures implemented to improve the quality of the postpaid customer base. The corresponding revenue in the no-frills/prepaid segment is currently 67.2 million euros and is therefore slightly below the figure for the first half of 2018 (69.9 million euros) as expected.
| In million | 30.6. | 31.3. | 31.12. | 30.9. | 30.6. |
|---|---|---|---|---|---|
| 2019 | 2019 | 2018 | 2018 | 2018 | |
| Postpaid customers |
6.834 | 6.862 | 6.896 | 6.869 | 6.828 |
| In EUR/service revenue in EUR million |
H1/ 2019 |
H1/ 2018 |
Q2/ 2019 |
Q1/ 2019 |
Q2/ 2018 |
|---|---|---|---|---|---|
| Postpaid ARPU without hardware |
18.8 | 19.0 | 18.8 | 18.8 | 19.0 |
| Service reve nue, postpaid |
772.5 | 770.4 | 385.2 | 387.2 | 387.6 |
| Service reve nue, no-frills/ prepaid |
67.2 | 69.9 | 33.8 | 33.4 | 35.3 |
Devices, products and services in the areas of entertainment, security, smart home and e-health have complemented our offering in the Mobile Communications segment for several years in order to further drive organic growth in this business. In the first half of 2019, the freenet Group generated revenue of 86.7 million euros with the marketing of its digital lifestyle products, after 85.0 million euros in the same prioryear period.
| In EUR million | H1/ | H1/ | Q2/ | Q1/ | Q2/ |
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2019 | 2018 | |
| Digital lifestyle revenue |
86.7 | 85.0 | 44.6 | 42.1 | 42.4 |
As another important pillar of the freenet Group's business activities, the TV business complements the attractive digital lifestyle growth market. The impact of the measures implemented since the launch of the two main products, freenet TV und waipu.tv, to steadily enhance the appeal of these offerings is also evident in the continued upward trend in customer numbers.
| In '000s | 30.6. 2019 |
31.3. 2019 |
31.12. 2018 |
30.9. 2018 |
30.6. 2018 |
|---|---|---|---|---|---|
| freenet TV sub scribers (RGU) |
1,037.5 | 1,020.2 | 1,014.2 | 901.5 | 1,000.6 |
| waipu.tv subscribers |
331.9 | 286.3 | 251.8 | 202.4 | 174.3 |
The number of revenue-generating freenet TV users rose by 37,000 over the course of the year to 1.037 million freenet TV subscribers (RGU) today. The product gained 17,000 subscribers in the second quarter and therefore performed in line with expectations.
The strong appeal of the IPTV product, waipu.tv, is underscored by the positive development in subscriber numbers. By the end of June 2019, 332,000 paying customers were already using the product, with 46,000 subscribers signing up to the service in the second quarter alone. Since June 2018, waipu.tv has gained an additional 158,000 subscribers in total, almost doubling its customer base over the past year.
| In EUR '000s | Q2/2019 | Q2/20181 | Change |
|---|---|---|---|
| Revenue | 699,112 | 696,629 | 2,483 |
| Gross profit | 219,420 | 222,225 | –2,805 |
| Overhead | –111,886 | –114,131 | 2,245 |
| EBITDA | 107,534 | 108,094 | –560 |
| EBIT | 68,826 | 77,876 | –9,050 |
| Financial result | –6,788 | –7,068 | 280 |
| EBT | 62,038 | 70,808 | –8,770 |
| Consolidated profit | 55,455 | 61,349 | –5,894 |
1 Due to the change in the definition of EBITDA and financial result, the previous year's figures were restated.
At 699.1 million euros, revenue in the second quarter of 2019 was on a level with the prior-year period. In the Mobile Communications segment, the number of strategically important postpaid customers (30 June 2019: 6.834 million customers, 30 June 2018: 6.828 million customers) and postpaid ARPU without hardware (Q2/2019: 18.8 euros, Q2/2018: 19.0 euros) remained stable year-on-year. Mobile Communications revenue reported for the second quarter of 2019 increased by 14.1 million euros to 631.3 million euros, primarily as a result of higher low-margin hardware revenue. Revenue in the TV and Media segment was down 62.9 million euros on the prior-year quarter (77.3 million euros), mainly due to the sale of the analogue radio business in the previous year. Revenue in the first half of 2019 came to 1,389.0 million euros, which is on a par with the same period of the previous year.
Gross profit in the reporting quarter amounts to 219.4 million euros, which is slightly down on the prior-year quarter (222.2 million euros). The gross profit margin fell by 0.5 percentage points to 31.4 per cent, mainly due to the increase in the hardware business mentioned previously. In the first half of 2019, gross profit came to 446.7 million euros and the gross profit margin to 32.2 percent – both on a par with the previous year.
Overhead costs as the difference between gross profit and EBITDA decreased by 2.2 million euros compared with the second quarter of 2018 to 111.9 million euros. The reduction in overhead costs is mainly attributable to IFRS 16, which was applied for the first time from 1 January 2019 and according to which operating lease expenses are no longer a component of other operating expenses, but must now be disclosed under depreciation and interest expense. Higher personnel expenses and lower other operating income have an offsetting effect. Compared with the first half of 2018, overhead costs decreased by 9.6 million euros to 231.3 million euros, mainly due to the new method of accounting for leases described above.
EBITDA amounted to 107.5 million euros during the reporting quarter, which is on a par with the prior-year quarter (108.1 million euros). The Mobile Communications segment contributed 90.4 million euros to EBITDA (Q2/2018: 91.5 million euros), the TV&Media segment 18.9 million euros (Q2/2018: 20.3 million euros) and the Other/Holding segment –1.8 million euros (Q2/2018: –3.7 million euros). Compared to the first half of 2018, the Group's EBITDA increased by 10.5 million euros to 215.5 million euros, mainly as a result of the application of IFRS 16.
Depreciation, amortisation and impairment losses increased by 8.5 million euros year-on-year to 38.7 million euros, primarily due to the deprecation of lease assets triggered by the initial application of IFRS 16.
The financial result in the period under review amounted to –6.8 million euros (Q2/2018: –7.1 million euros). The changes in interest expense (Q2/2019: –14.8 million euros, Q2/2018: –12.2 million euros) and interest income (Q2/2019: 0.7 million euros, Q2/2018: 0.0 million euros) included in the financial result are largely attributable to the new method of accounting for leases as well as the interest expense arising from financing the CECONOMY shares. The profit of equityaccounted investments improved by 2.1 million euros to 7.1 million euros.
Due to the effects explained above, earnings before tax (EBT) amounted to 62.0 million euros, a decrease of 8.8 million euros year-on-year. At 123.1 million euros, consolidated earnings before tax for the first half of 2019 was on a par with the same period of the previous year (first half of 2018: 125.1 million euros).
Income tax expenses of 6.6 million euros (Q2/2018: 9.5 million euros) were reported in the quarter under review. Current tax expenses of 9.6 million euros (Q2/2018: 9.9 million euros) and deferred tax income of 3.0 million euros (Q2/2018: 0.4 million euros) were recognised. Deferred tax income is mainly attributable to the write-up of deferred tax assets on tax loss carry forwards.
As in the prior-year period, consolidated profit is attributable exclusively to continuing operations and adds up to 55.5 million euros, down by 5.9 million euros compared with the same period of the previous year (Q2/2018: 61.3 million euros). Consolidated profit for the first half of 2019 was 111.6 million euros, after 108.0 million euros in the same period in 2018.
| 4,911.6 |
|---|
| 707.2 |
| 4,204.4 |
| 30.6.2019 |
| 4,986.3 |
|---|
| 707.4 |
| 4,278.8 |
| 31.3.2019 |
| Total equity and liabilities | 4,911.6 |
|---|---|
| Non-current and current liabilities | 3,669.6 |
| Equity | 1,242.0 |
| In EUR million | 30.6.2019 |
| 4,986.3 |
|---|
| 3,604.9 |
| 1,381.4 |
| 31.3.2019 |
Total assets/total equity and liabilities amounted to 4,911.6 million euros as of 30 June 2019, a decrease of 74.6 million euros, or 1.5 per cent, compared with the first quarter of 2019 (4,986.3 million euros).
On the assets side, non-current assets fell by 74.4 million euros to 4,204.4 million euros. This is primarily due to a 37.0 million euro decline in equity-accounted investments to 782.2 million euros resulting predominantly from the dividend of 41.5 million euros received from Sunrise. For further details on this point, please refer to note 4 of the selected explanatory notes. The slight drop in lease assets of 11.1 million euros to 481.5 million euros is primarily attributable to depreciation.
In current assets, the decrease in liquid assets of 36.1 million euros to 153.6 million euros is particularly noteworthy. The development of liquid assets primarily resulted from the dividend of 211.2 million euros paid out in the second quarter of 2019, the free cash flow of 81.5 million euros, and the utilisation of an additional 95.0 million euros of the revolving credit facility (30 June 2019: 125.0 million euros, 31 March 2019: 30.0 million euros). Trade accounts receivable rose by 36.9 million euros to 216.1 million euros at the balance sheet date.
The liabilities side was dominated by equity amounting to 1,242.0 million euros (31 March 2019: 1,381.4 million euros) and borrowings in the amount of 1,831.2 million euros (31 March 2019: 1,736.4 million euros).
The equity ratio fell from 27.7 per cent at the end of March 2019 to 25.3 per cent at the end of June 2019, primarily due to the dividend paid out in the second quarter of 2019. The 94.9 million euro increase in borrowings to 1,831.2 million euros is predominantly caused by the 125.0 million euros drawn down from the revolving credit facility (31 March 2019: 30.0 million euros). For more information please refer to the comments in the section entitled "Financial management".
The 28.1 million euro reduction in other liabilities and deferrals to 516.5 million euros primarily resulted from the decline in deferrals of bonuses and premium rights received from network operators. Other financial liabilities fell by 24.3 million euros to 93.7 million euros; the 14.9 million euro decrease in liabilities associated with the exclusive sales collaboration with Media-Saturn Deutschland GmbH made a significant contribution to this change. The rise in trade accounts payable of 20.6 million euros to 426.8 million euros is mainly attributable to balance sheet date-related developments in connection with liabilities to dealers and distributors.
| In EUR million | Q2/2019 | Q2/2018 | Change |
|---|---|---|---|
| Cash flows from operating activities |
109.5 | 114.8 | –5.3 |
| Cash flows from investing activities |
–8.8 | –12.6 | 3.8 |
| Cash flows from financing activities |
–231.8 | –216.7 | –15.1 |
| Net change in cash funds | –131.1 | –114.5 | –16.6 |
| Free cash flow1 | 81.5 | 96.8 | –15.4 |
1 Due to a change in the definition of free cash flow, the previous year's figures were restated.
The cash flows from operating activities decreased by 5.3 million euros to 109.5 million euros year-on-year (Q2/2018: 114.8 million euros). In addition to a 0.6 million euro reduction in EBITDA, the accelerated year-on-year increase in net working capital of 36.3 million euros also had a negative impact on cash flows from operating activities. Compared to the second quarter of 2018, this was primarily offset by the 10.5 million euro reduction in tax payments (income tax refunded in Q2/2019: 4.1 million euros, income tax paid in Q2/2018: 6.4 million euros), the decrease of 9.8 million euros in the capitalisation of contract acquisition costs (mainly sales commissions paid) due to the lower number of newly acquired customers, as well as the higher Sunrise dividend payment (Q2/2019: 41.5 million euros, Q2/2018: 36.9 million euros).
Cash flows from investing activities amounted to –8.8 million euros in the second quarter of 2019 compared to –12.6 million euros in the prior-year quarter. The cash outflows for investments in intangible fixed assets and in property, plant and equipment, netted out against the cash inflows from the disposal of such assets, decreased by 3.8 million euros year-on-year to 8.7 million euros in the second quarter of 2019 – primarily as a result of lower investments in the TV and Media segment. The cash investments were financed entirely out of the company's retained earnings.
Cash flows from financing activities changed from –216.7 million euros in the prior-year quarter to –231.8 million euros in the period under review. This change was primarily due to higher cash repayments of lease liabilities resulting from the initial application of IFRS 16 (Q2/2019: –19.3 million euros, Q2/2018: –5.4 million euros). In the previous year, this item only included the finance lease with DFMG but now also includes repayments from the operating leases. A dividend of 211.2 million euros was also distributed in the second quarter of 2019; this figure was unchanged from the previous year.
Free cash flow of 81.5 million euros was generated in the second quarter of 2019 as a result of the effects, representing a decrease of 15.4 million euros compared with the same quarter of the previous year (96.8 million euros). Free cash flow for the first half of 2019 was 126.7 million euros (first half of 2018: 135.1 million euros), exactly in line with our expectations.
No reportable events of material significance occurred after 30 June 2019.
The freenet Group's report on opportunities and risks as of 30 June 2019 should be read in conjunction with the comments in the 2018 group management report (see pages 60–71). In addition to setting out the opportunity and risk management arrangements, this report also outlined the identified opportunities and risks that could impact the net assets, financial position and results of operations as well as the reputation of the freenet Group.
There were no material changes to the identified opportunities as of 30 June 2019. The significance of these opportunities and their resulting effects on the forecast financial and non-financial performance indicators, and therefore on the future development of the freenet Group, continue to be collectively rated as low.
The risk position remains unchanged as of 30 June 2019. No new risks were categorised as "high" or "material" in the first half of 2019. The following risks in the "medium" category were recorded in the risk inventory for the first time:
Media Broadcast GmbH is exposed to a project risk that the agreed minimum customer figures for the "freenet TV via Satellite" product cannot be achieved within the contract period (high probability of occurrence/low level of damage).
Revenue could also be lost in the freenet Group in the context of additional regulation regarding the billing of thirdparty vendor services (medium probability of occurrence/ medium level of damage).
For more information on developments in the Mobile Communications and the TV/video market, please refer to the comments in the "Course of business" section.
All other statements on risks made in the 2018 group management report remain valid. No risks have been identified which, either individually or in combination with other risks, could endanger the continued existence of the freenet Group. The potential effects of the identified market, IT, tax, financial, strategic and operating risks on the forecast financial and non-financial performance indicators, and therefore on the future development of the freenet Group, continue to be classified as low overall.
Recent developments in the telecommunications and TV/ motion picture markets do not trigger any significant changes compared to the market outlook presented in the 2018 Annual Report. The assumptions made for the forecast of the financial and non-financial performance indicators of the freenet Group are therefore still considered accurate.
The guidance thus has not changed compared to estimates presented in the 2018 Annual Report and is confirmed by management based on developments in the first six months. For 2019, the freenet Group thus continues to assume:
A detailed explanation of the outlook for the current year can be found in the 2018 Annual Report (p. 100 et seq.).
| In EUR millions/as indicated | Forecast for finan cial year 2019 |
Actual H1/2019 |
Change compared to previous forecast |
|---|---|---|---|
| Financial performance indicators |
|||
| Revenue | stable | 1,389.0 | ∑ |
| EBITDA | 420–440 | 215.5 | ∑ |
| Free cash flow | 240–260 | 126.7 | ∑ |
| Postpaid ARPU1 (in EUR) |
stabil | 18.8 | ∑ |
| Non-financial performance indicators |
|||
| Postpaid customers (in millions) |
moderate increase |
6.834 | ∑ |
| freenet TV subscribers (RGU) (in millions) |
> 1.000 | 1.037 | ∑ |
| waipu.tv subscribers |
(in millions) > 0.350 0.332 ∑
1 without hardware
∏ Arrow up: above previous guidance
∑ Horizontal arrow: unchanged from previous guidance
π Arrow down: below previous guidance
| Consolidated income statement | 26 |
|---|---|
| Consolidated statement of comprehensive income | 27 |
| Consolidated balance sheet | 28 |
| Consolidated Statement of changes in equity | 30 |
| Consolidated statement of cash flows | 32 |
| Selected explanatory notes pursuant to IAS 34 | 33 |
| Responsibility statement | 42 |
| H1/2019 | H1/2018 | Q2/2019 | Q2/2018 | |
|---|---|---|---|---|
| In EUR '000s/as indicated | 1.1.2019– 30.6.2019 |
1.1.2018– 30.6.2018 |
1.4.2019– 30.6.2019 |
1.4.2018– 30.6.2018 |
| Revenue | 1,389,045 | 1,386,237 | 699,122 | 696,629 |
| Other operating income | 32,586 | 34,395 | 18,816 | 21,713 |
| Other own work capitalised | 7,832 | 7,726 | 4,134 | 4,067 |
| Cost of materials | –942,320 | –940,471 | –479,692 | –474,404 |
| Personnel expenses | –116,940 | –106,620 | –58,327 | –51,753 |
| Other operating expenses | –154,748 | –176,354 | –76,509 | –88,158 |
| Thereof loss allowances on financial assets and contract assets | –22,971 | –25,609 | –10,987 | –11,138 |
| Thereof without loss allowances on financial assets and contract assets |
–131,777 | –150,745 | –65,522 | –77,020 |
| EBITDA | 215,455 | 204,913 | 107,534 | 108,094 |
| Depreciation, amortisation and impairment | –77,295 | –66,790 | –38,708 | –30,218 |
| EBIT | 138,160 | 138,123 | 68,826 | 77,876 |
| Profit or loss of equity-accounted investments | 13,409 | 9,989 | 7,144 | 5,081 |
| Thereof from share of profit or loss | 23,231 | 19,517 | 12,055 | 9,845 |
| Thereof from subsequent accounting from purchase price allocation |
–9,822 | –9,528 | –4,911 | –4,764 |
| Interest and similar income | 1,575 | 39 | 737 | 33 |
| Interest and similar expenses | –30,450 | –23,101 | –14,844 | –12,182 |
| Other financial result | 437 | 0 | 175 | 0 |
| Financial result | –15,029 | –13,073 | –6,788 | –7,068 |
| Earnings before taxes | 123,131 | 125,050 | 62,038 | 70,808 |
| Income taxes | –11,494 | –17,006 | –6,583 | –9,459 |
| Consolidated profit | 111,637 | 108,044 | 55,455 | 61,349 |
| Consolidated profit attributable to shareholders of freenet AG | 116,943 | 114,165 | 57,360 | 64,206 |
| Consolidated profit attributable to non-controlling interests | –5,306 | –6,121 | –1,905 | –2,857 |
| Earnings per share in EUR (basic) | 0.91 | 0.89 | 0.45 | 0.50 |
| Earnings per share in EUR (diluted) | 0.91 | 0.89 | 0.45 | 0.50 |
| Weighted average number of shares outstanding in thousand (basic) | 128,011 | 128,011 | 128,011 | 128,011 |
| Weighted average number of shares outstanding in thousand (diluted) | 128,011 | 128,011 | 128,011 | 128,011 |
| H1/2019 1.1.2019– |
H1/2018 1.1.2018– |
Q2/2019 1.4.2019– |
Q2/2018 1.4.2018– |
|
|---|---|---|---|---|
| In EUR '000s | 30.6.2019 | 30.6.2018 | 30.6.2019 | 30.6.2018 |
| Consolidated profit | 111,637 | 108,044 | 55,455 | 61,349 |
| Currency translation differences | –14 | 607 | –29 | 197 |
| Currency translation differences from subsequent accounting for equity-accounted investments |
–946 | 624 | –2,055 | 2,331 |
| Income tax recognised in other comprehensive income | 14 | –10 | 31 | –34 |
| Other comprehensive income/to be reclassified to the income statement in future periods |
–946 | 1,221 | –2,053 | 2,494 |
| Change in fair value of investments in equity instruments | 73,035 | –5 | 22,715 | –1 |
| Recognition of actuarial gains and losses arising from the accounting for pension plans according to IAS 19 (2011) |
–12,531 | 1,195 | –4,694 | –621 |
| Other shares of the profit or loss of equity-accounted investments | –631 | 1,179 | –631 | 1,179 |
| Income tax recognised in other comprehensive income | 2,709 | –379 | 1,091 | 171 |
| Other comprehensive income/not to be reclassified to the income statement in future periods |
62,582 | 1,990 | 18,481 | 728 |
| Other comprehensive income | 61,636 | 3,211 | 16,428 | 3,222 |
| Consolidated total comprehensive income | 173,273 | 111,255 | 71,883 | 64,571 |
| Consolidated total comprehensive income attributable to shareholders of freenet AG |
178,579 | 117,376 | 73,788 | 67,428 |
| Consolidated total comprehensive income attributable to non-controlling interests |
–5,306 | –6,121 | –1,905 | –2,857 |
| ASSETS | |||
|---|---|---|---|
| In EUR '000s | 30.6.2019 | 31.3.2019 | 31.12.2018 |
| Non-current assets | |||
| Intangible assets | 516,783 | 523,985 | 525,355 |
| Lease assets | 481,534 | 492,646 | 0 |
| Goodwill | 1,385,621 | 1,386,389 | 1,380,056 |
| Fixed assets | 144,947 | 148,642 | 398,824 |
| Equity-accounted investments | 782,178 | 819,182 | 811,808 |
| Deferred income tax assets | 164,504 | 160,336 | 158,094 |
| Trade accounts receivable | 60,990 | 57,872 | 52,480 |
| Other receivables and other assets | 121,093 | 132,380 | 128,023 |
| Other financial assets | 266,866 | 265,957 | 126,218 |
| Contract acquisition costs | 279,921 | 291,457 | 304,238 |
| 4,204,437 | 4,278,846 | 3,885,096 | |
| Current assets | |||
| Inventories | 89,082 | 104,083 | 105,965 |
| Current income tax assets | 2,106 | 2,115 | 2,046 |
| Trade accounts receivable | 216,097 | 179,154 | 253,914 |
| Other receivables and other assets | 194,102 | 194,718 | 226,394 |
| Other financial assets | 52,212 | 37,680 | 34,905 |
| Liquid assets | 153,588 | 189,675 | 126,332 |
| 707,187 | 707,425 | 749,556 | |
| 4,911,624 | 4,986,271 | 4,634,652 |
|---|---|---|
| EQUITY AND LIABILITIES | |||
|---|---|---|---|
| In EUR '000s | 30.6.2019 | 31.3.2019 | 31.12.2018 |
| Equity | |||
| Share capital | 128,061 | 128,061 | 128,061 |
| Capital reserves | 737,536 | 737,536 | 737,536 |
| Cumulative other comprehensive income | –78,484 | –94,912 | –140,120 |
| Consolidated net retained profits | 440,075 | 593,933 | 535,124 |
| Equity attributable to shareholders of freenet AG | 1,227,188 | 1,364,618 | 1,260,601 |
| Non-controlling interests in equity | 14,846 | 16,751 | 20,152 |
| 1,242,034 | 1,381,369 | 1,280,753 | |
| Non-current liabilities | |||
| Lease liabilities | 509,903 | 520,931 | 0 |
| Other liabilities and deferrals | 96,720 | 106,223 | 115,922 |
| Other financial liabilities | 55,062 | 72,902 | 306,638 |
| Borrowings | 1,650,943 | 1,701,265 | 1,699,424 |
| Deferred income tax liabilities | 691 | 692 | 0 |
| Pension provisions | 99,787 | 94,663 | 89,173 |
| Other provisions | 43,248 | 44,600 | 47,042 |
| 2,456,354 | 2,541,276 | 2,258,199 | |
| Current liabilities | |||
| Lease liabilities | 71,013 | 79,487 | 0 |
| Trade accounts payable | 426,768 | 406,192 | 523,174 |
| Other liabilities and deferrals | 419,826 | 438,382 | 436,343 |
| Other financial liabilities | 38,596 | 45,039 | 51,167 |
| Current income tax liabilities | 49,791 | 35,030 | 34,722 |
| Borrowings | 180,279 | 35,085 | 23,476 |
| Other provisions | 26,963 | 24,411 | 26,818 |
| 1,213,236 | 1,063,626 | 1,095,700 | |
| 4,911,624 | 4,986,271 | 4,634,652 |
| Share In EUR '000s capital As of 1.1.2018 as reported 128,061 Effects of the transi tion to IFRS 15 and IFRS 9 at freenet Effects of the transi tion to IFRS 15 and IFRS 9 at Sunrise |
Capital reserves 737,536 0 0 0 |
Revaluation reserve –164 0 0 |
Currency translation differences 255 0 |
Currency translation differences from sub sequent accounting for equity accounted investments –11,956 |
Change in fair value of investments in equity instruments 0 |
Revaluation reserve in accordance with IAS 19 |
Other shares of the profit or loss of equity accounted investments |
Consolidated net retained profits |
Equity attributable to share holders of freenet AG |
Non controlling interests in equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity | |||||||||||
| –20,548 | 12,157 | 586,433 1,431,774 | 31,127 1,462,901 | ||||||||
| 0 | 0 | 0 | 0 | –43,048 | –43,048 | 0 | –43,048 | ||||
| 0 0 |
0 | 0 | 0 | 0 | 7,139 | 0 | 7,139 | 0 | 7,139 | ||
| Reclassification | 0 –164 |
0 | 0 | –164 | 0 | 0 | 0 | 0 | 0 | 0 | |
| As of 1.1.2018 restated 128,061 |
737,536 | 0 | 255 | –11,956 | –164 | –20,548 | 19,296 | 543,385 1,395,865 | 31,127 1,426,992 | ||
| Dividend payment | 0 | 0 0 |
0 | 0 | 0 | 0 | 0 | –211,218 | –211,218 | 0 | –211,218 |
| Consolidated profit | 0 | 0 0 |
0 | 0 | 0 | 0 | 0 | 111,165 | 114,165 | –6,121 | 108,044 |
| Other shares of the profit or loss of equity-accounted investments1 |
0 | 0 0 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Recognition of actuarial gains and losses according to IAS 19 (2011)1 |
0 | 0 0 |
0 | 0 | –3 | 0 | 1,161 | 0 | 1,158 | 0 | 1,158 |
| Change in fair value of financial instru ments measured at fair value through other comprehensive income1 |
0 | 0 0 |
0 | 0 | 0 | 832 | 0 | 0 | 832 | 0 | 832 |
| Foreign currency translation1 |
0 | 0 0 |
607 | 0 | 0 | 0 | 0 | 0 | 607 | 0 | 607 |
| Foreign currency translation from sub sequent accounting for equity-accounted investments1 |
0 | 0 0 |
0 | 614 | 0 | 0 | 0 | 0 | 614 | 0 | 614 |
| Subtotal: Consolidated total comprehensive income As of 30.6.2018 128,061 |
0 0 |
607 | 614 | –3 |
1 Figures are shown offset against income tax recognised in other comprehensive income.
| Cumulative other comprehensive income | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| In EUR '000s | Share capital |
Capital reserves |
Currency translation differences |
Currency translation differences from sub sequent accounting for equity accounted investments |
Change in fair value of investments in equity instruments |
Revaluation reserve in accordance with IAS 19 |
Other shares of the profit or loss of equity accounted investments |
Consolidated net retained profits |
Equity attributable to share holders of freenet AG |
Non controlling interests in equity |
Equity |
| As of 1.1.2019 as reported |
128,061 | 737,536 | 943 | –7,422 –125,512 | –21,083 | 12,954 | 535,124 1,260,601 | 20,152 1,280,753 | |||
| Effects of the transition to IFRS 16 at freenet |
0 | 0 | 0 | 0 | 0 | 0 | 0 | –774 | –774 | 0 | –774 |
| As of 1.1.2019 restated |
128,061 | 737,536 | 943 | –7,422 –125,512 | –21,083 | 12,954 | 534,350 1,259,827 | 20,152 1,279,979 | |||
| Dividend payment | 0 | 0 | 0 | 0 | 0 | 0 | 0 | –211,218 | –211,218 | 0 | –211,218 |
| Consolidated profit | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 116,943 | 116,943 | –5,306 | 111,637 |
| Other shares of the profit or loss of equity-accounted investments1 |
0 | 0 | 0 | 0 | 71,924 | 0 | 0 | 0 | 71,924 | 0 | 71,924 |
| Recognition of actuarial gains and losses according to IAS 19 (2011)1 |
0 | 0 | 0 | 0 | 0 | 0 | –621 | 0 | –621 | 0 | –621 |
| Change in fair value of financial instru ments measured at fair value through other comprehensive income1 |
0 | 0 | 0 | 0 | 0 | –8,721 | 0 | 0 | –8,721 | 0 | –8,721 |
| Foreign currency translation1 |
0 | 0 | –14 | 0 | 0 | 0 | 0 | 0 | –14 | 0 | –14 |
| Foreign currency translation from sub sequent accounting for equity-accounted investments1 |
0 | 0 | 0 | –932 | 0 | 0 | 0 | 0 | –932 | 0 | –932 |
| Subtotal: Consolidated total comprehensive income |
0 | 0 | –14 | –932 | 71,924 | –8,721 | –621 | 116,943 | 178,579 | –5,306 | 173,273 |
| As of 30.6.2019 | 128,061 | 737,536 | 929 | –8,354 | –53,588 | –29,804 | 12,333 | 440,075 1,227,188 | 14,846 1,242,034 |
1 Figures are shown offset against income tax recognised in other comprehensive income.
| H1/2019 1.1.2019– |
H1/2018 1.1.2018– |
|
|---|---|---|
| In EUR '000s Earnings before financial result and taxes (EBIT) |
30.6.2019 138,160 |
30.6.20181 138,123 |
| Restatements | ||
| Depreciation, amortisation and impairment of non-current assets | 77,295 | 66,790 |
| Dividends received from equity-accounted investments | 41,462 | 36,912 |
| Gain on disposal of non-current assets | –328 | –7,248 |
| Increase in net working capital not attributable to investing or financing activities | –75,159 | –38,127 |
| Proceeds from the cash repayment of financial assets under leases | 6,374 | 0 |
| Capitalisation of contract acquisition costs | –132,743 | –148,069 |
| Amortisation of contract acquisition costs | 157,060 | 155,406 |
| Tax payments | –3,522 | –14,422 |
| Income from interest and other financial result | 1,165 | 20 |
| Interest paid | –27,542 | –19,865 |
| Cash flows from operating activities | 182,222 | 169,520 |
| Payments to acquire property, plant and equipment and intangible assets | –18,231 | –26,494 |
| Proceeds from disposal of intangible assets and property, plant and equipment | 2,679 | 2,976 |
| Proceeds from the acquisition of subsidiaries | 3,052 | 0 |
| Payments into equity of equity-accounted investments | 0 | –75 |
| Payments to acquire other equity investments | –100 | –200 |
| Cash flows from investing activities | –12,600 | –23,793 |
| Payments to company owners and minority shareholders | –211,218 | –211,218 |
| Cash repayments of borrowings | –15,000 | 0 |
| Cash repayments of liabilities from finance lease | –39,928 | –10,877 |
| Payments of other financing costs | 1,220 | 0 |
| Cash flows from financing activities | –267,366 | –222,095 |
| Net change in cash funds | –97,744 | –76,368 |
| Cash funds at beginning of period | 126,332 | 322,816 |
| Cash funds at end of period | 28,588 | 246,448 |
| Composition of cash funds In EUR '000s |
30.6.2019 | 30.6.2018 |
| Liquid assets of continuing operations | 153,588 | 246,448 |
| Liquid assets of discontinued operations | 0 | 0 |
| Liabilities to banks for short-term cash management | –125,000 | 0 |
| 28,588 | 246,448 | |
| Composition of free cash flow | ||
| In EUR '000s | 30.6.2019 | 30.6.2018 |
| Cash flows from operating activities | 182,222 | 169,520 |
| Payments to acquire property, plant and equipment and intangible assets | –18,231 | –26,494 |
| Proceeds from disposal of intangible assets and property, plant and equipment | 2,679 | 2,976 |
1 Due to the change in the definition of free cash flow, the previous year's figures were restated.
2 Free cash flow is a non-GAAP parameter. In this context please refer to the section "Calculation of alternative performance measures"
Cash repayments of lease liabilities –39,928 –10,877 Free cash flow2 126,742 135,125
in the Group interim management report.
These condensed consolidated interim financial statements have been prepared in accordance with Regulation 1606/2002 of the European Parliament and of the Council, International Financial Reporting Standards (IFRSs) adopted by the European Union and IAS 34. The Group has considered all IFRS that have been adopted by the EU and are mandatory. These interim consolidated financial statements have not been reviewed by an auditor.
The Group has adopted all accounting pronouncements required to be applied as of the reporting date. The following information is provided on the new financial reporting standard IFRS 16 (Leases):
In January 2016, the IASB issued the standard IFRS 16 (Leases). IFRS 16 replaces the previous standard regarding the recognition of leases IAS 17 as well as the interpretations IFRIC 4 (Determining whether an Arrangement Contains a Lease), SIC-15 (Operating Leases – Incentives) and SIC-27 (Evaluating the Substance of Transactions Involving the Legal Form of a Lease). This standard is effective for periods starting on or after 1 January 2019.
The material innovations introduced by IFRS 16 relate to recognition at the lessee. For all leases, the lessee must recognise assets for the acquired right-of-use assets and liabilities for the assumed payment obligations. No distinction is made between operating leases and finance leases. Practical expedients are permitted for low-value leased assets and for short-term leases. The regulations regarding the recognition of assets at the lessor remain virtually unchanged. The overriding objective is to enable the reader to assess the impact of existing leases on the company.
In the freenet Group, the new requirements impact on the recognition and measurement of lessee arrangements that were classified as operating and finance leases in the previous years. The following categories of lease were identified: site leases, co-location leases, shop/store leases, TV and Media upfront expenditure, motor vehicles and other leased assets.
On initial application, the freenet Group elected to apply the modified retrospective approach in accordance with IFRS 16.C5(b), i. e. the right-of-use assets and lease liabilities as of 31 December 2018 were measured using the leases in effect as of 31 December 2018. As permitted by IFRS 16.C10(d), initial direct costs were excluded from the measurement of the right-of-use asset at the date of initial application. The discounting of the lease liability was generally determined by applying maturity-specific incremental borrowing rates of interest, as we cannot determine the interest rates on which the leases are based. As at 1 January 2019, the incremental borrowing rates used varied between 0.7 per cent and 2.5 per cent. In accordance with IFRS 16.C7, comparative information for financial year 2018 will not be restated in the 2019 consolidated financial statements. Under the option in IFRS 16.5, short-term leases with a term of no more than twelve months and leases for which the underlying asset is of low value were not recognised.
As at 31 December 2018, a master lease agreement was classified as a finance lease under IAS 17 in the amount of the minimum lease obligation. In accordance with IFRS 16.C11, the freenet Group elected to also apply the modified retrospective approach described in IFRS 16.C5(b) to this lease. The carrying amount of the right-of-use asset and the lease liability at the date of initial application was therefore the carrying amount calculated when measuring the leased asset and the lease liability in accordance with IAS 17 immediately before that date. Consequently, the leased assets presented as property, plant and equipment in the amount of 248.1 million euros as of 31 December 2018 were be reclassified to the new balance sheet item Lease assets at the date of initial application. At the same time, the liabilities presented under other financial liabilities (237.2 million euros) and trade accounts payable (23.0 million euros) as of 31 December 2018 were reclassified to the new balance sheet item Lease liabilities as of 1 January 2019.
In addition, IFRS 16 had the following material effects on the consolidated balance sheet as of 1 January 2019:
Overall, the transition to IFRS 16 as of 1 January 2019 resulted in an increase in total assets/total equity and liabilities of 354.0 million euros.
IFRS 16 therefore increased EBITDA reported for the first half of 2019 by 22.3 million euros. Regarding the statement of cash flows, IFRS 16 did not have any effect on the amount of free cash flow.
All other financial reporting standards to be applied as of 1 January 2019 (Amendments to IAS 28 – Long-term Interests in Associates and Joint Ventures; Amendments to IAS 19 – Plan Amendment, Curtailment or Settlement; Annual Improvements to IFRSs [2015–2017 cycle]) have no significant impact on the condensed interim consolidated financial statements of freenet AG.
As at 30 June 2019, receivables originating from the existing factoring agreement regarding receivables from the mobile phone upgrade option amounting to 80.9 million euros (30 June 2018: 93.7 million euros) were sold and derecognised but not yet paid.
On 18 April 2019, freenet AG received a dividend payment of 41.5 million euros as a result of the dividend payment of 4.20 CHF per share adopted by the Annual General Meeting of Sunrise Communications Group AG ("Sunrise") on 10 April 2019.
The following significant transactions took place between the Group and related parties:
| 1.1.2019– 30.6.2019 |
1.1.2018– 30.6.2018 |
|---|---|
| 213 | 215 |
| 213 | 215 |
| In EUR '000s | 1.1.2019– 30.6.2019 |
1.1.2018– 30.6.2018 |
|---|---|---|
| Expenses from the purchase of services |
||
| Joint ventures | ||
| Jestoro GmbH, Hamburg | 2 | 20 |
| Funview GmbH, Hamburg (subsidiary of Jestoro GmbH) |
0 | 113 |
| Check Tech Service GmbH, Hamburg (subsidiary of Jestoro |
||
| GmbH) | 25 | 44 |
| Total | 27 | 177 |
The following significant receivables from and liabilities to related parties existed as of 30 June 2019:
| In EUR '000s | 30.6.2019 | 30.6.2018 |
|---|---|---|
| Receivables from current ser vice transactions |
||
| Joint ventures | ||
| Jestoro GmbH, Hamburg | 43 | 59 |
| Total | 43 | 59 |
| In EUR '000s | 30.6.2019 | 30.6.2018 |
|---|---|---|
| Liabilities from current service transactions |
||
| Joint ventures | ||
| Check Tech Service GmbH, Ham burg (subsidiary of Jestoro |
||
| GmbH) | 4 | 12 |
| Total | 4 | 12 |
All transactions were based on market prices. No collateral has been provided.
| Balance sheet1 | ||
|---|---|---|
| In EUR '000s | 31.3.2019 | 31.12.2018 |
| Non-current assets | 2,991,128 | 2,682,475 |
| Thereof intangible assets | 1,914,261 | 1,855,191 |
| Current assets | 795,595 | 801,138 |
| Thereof cash | 410,864 | 373,944 |
| Total assets | 3,786,723 | 3,483,613 |
| Non-current liabilities | 1,921,744 | 1,663,404 |
| Thereof long-term borrowings | 1,406,994 | 1,393,244 |
| Current liabilities | 508,702 | 504,331 |
| Thereof trade accounts payable and other liabilities |
454,300 | 445,103 |
| Total liabilities | 3,786,723 | 2,167,735 |
1 The closing rate as of 31.3.2019 was 0.8958 CHF/EUR.
| Income statement | ||
|---|---|---|
| 1.1.2019– | 1.1.2018– | |
| In EUR '000s | 31.3.2019 | 31.12.2018 |
| Revenue | 394,725 | 1,625,956 |
| Gross profit | 269,914 | 1,056,367 |
| EBITDA | 154,281 | 521,896 |
| Depreciation, amortisation and | ||
| impairment | –102,430 | –368,862 |
| Interest and similar expenses | –11,559 | –43,981 |
| Income taxes | –9,169 | –31,431 |
| Consolidated profit after tax | 31,150 | 92,644 |
| income2 | ||
|---|---|---|
| 1.1.2019– | 1.1.2018– | |
| In EUR '000s | 31.3.2019 | 31.12.2018 |
| Consolidated profit after tax | 31,150 | 92,644 |
| Recognition of actuarial gains and losses arising from the accounting for pension plans acc. to IAS 19 (2011) |
–3,224 | 4,135 |
| Income taxes | –655 | –840 |
| Other comprehensive income/ not to be reclassified to the income statement in future periods |
2,569 | 3,295 |
| Other comprehensive income | 28,581 | 451,708 |
2 The average exchange rate for the first quarter of 2019 was 0.8838 EUR/CHF.
The reconciliation to the carrying amount is as follows:
| Reconciliation to the carrying amount |
||
|---|---|---|
| 1.1.2019– | 1.1.2018– | |
| In EUR million | 30.6.2019 | 31.12.2018 |
| Carrying amount as of 1 January, as reported |
810.4 | 809.7 |
| Current profit share | 23.0 | 44.3 |
| Subsequent accounting from purchase price allocation |
–9.8 | –19.2 |
| Other comprehensive income | –1.6 | 5.4 |
| Dividend paid to freenet | –41.5 | –36.9 |
| Carrying amount as of 30 June |
780.5 | 810.4 |
The following overview entitled "Fair value hierarchy as of 30 June 2019" shows the major parameters on which the measurement of financial instruments measured at fair value, and of the financial instruments measured at amortised cost whose fair value could be determined, is based. For the definition of the individual levels in accordance with IFRS 13, please refer to the notes to the consolidated financial statements of freenet AG as of 31 December 2018.
| IFRS 9 measurement |
Carrying | Fair value of financial |
|||||
|---|---|---|---|---|---|---|---|
| in EUR '000s | category | amount | Measurement | instruments | |||
| 30.6.2019 | Amortised cost |
Cost | Fair value through profit or loss |
Fair value through other com prehensive income |
30.6.2019 | ||
| Assets | |||||||
| Cash/liquid assets | AC | 153,588 | 153,588 | —1 | |||
| Trade accounts receivable | 277,087 | ||||||
| At amortised cost | AC | 188,259 | 188,259 | —1 | |||
| Fair value through profit or loss |
FVTPL | 88,828 | 88,828 | —1 | |||
| Other financial assets | 319,078 | ||||||
| Non-derivative financial assets |
|||||||
| At amortised cost | AC | 112,497 | 112,497 | —1 | |||
| Other financial assets | |||||||
| At amortised cost | AC | 6,171 | 6,171 | —1 | |||
| Fair value through profit or loss |
FVTPL | 21,668 | 21,668 | ||||
| Other equity instruments | |||||||
| Fair value through profit or loss |
FVTPL | 754 | 754 | —1 | |||
| Fair value through other comprehensive income |
FVOCI | 177,988 | 177,988 | 177,988 | |||
| Equity and liabilities | |||||||
| Lease liabilities | AC | 580,916 | 580,916 | ||||
| Trade accounts payable | AC | 426,768 | 426,768 | ||||
| Borrowings | 1,831,222 | 1,831,222 | |||||
| Borrowings from promissory notes |
AC | 1,092,788 | 1,092,788 | 1,104,712 | |||
| Other borrowings | AC | 738,434 | 738,434 | ||||
| Other financial liabilities | AC | 93,658 | 93,658 | ||||
| Thereof aggregated by IFRS 9 measurement category |
|||||||
| Assets | |||||||
| At amortised cost | AC | 460,515 | 460,515 | —1 | |||
| Fair value through profit or loss |
FVTPL | 111,250 | 111,250 | —1 | |||
| Fair value through other comprehensive income |
FVOCI | 177,988 | 177,988 | 177,988 | |||
| Equity and liabilities | |||||||
| At amortised cost | AC | 2,932,564 | 2,932,564 | 1,104,7121 |
1 No fair value has been determined for the items; however, the carrying amount is a reasonable approximation of the fair value. This means that the aggregate fair value for the measurement categories LR and FLAC are considerably lower than the corresponding aggregate carrying amounts in the balance sheet.
| in EUR '000s | Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Assets | ||||
| Trade accounts receivable, at fair value through profit or loss | 88,828 | 0 | 0 | 88,828 |
| Other financial assets, at fair value through profit or loss | 21,668 | 0 | 0 | 21,668 |
| Other equity instruments, at fair value through profit or loss | 754 | 0 | 0 | 754 |
| Other equity instruments, at fair value through other comprehensive income |
177,988 | 177,988 | 0 | 0 |
| Equity and liabilities | ||||
| Borrowings from promissory notes | 1,104,712 | 0 | 0 | 1,104,712 |
There have been no changes regarding levels.
As a rule, "other financial assets" are measured at fair value. If their fair value cannot be reliably determined, they are measured at cost. The equity interests measured at cost are not listed on the stock exchange and there is no active market for them.
The Cloud Group's business activities consist mainly of setting up and operating a network of WiFi hotspots. The hotspots put into operation so far are primarily Internet access points in hotels, petrol stations, airports, catering outlets and other public buildings and spaces.
A fixed cash purchase price of 12,439 thousand euros was agreed. The Group may also pay an earn-out of between 0 and 10,000 thousand euros, the exact amount of which will be measured by reference to the attainment of defined targets for financial performance indicators in The Cloud Group for financial years 2019 to 2021.
The purchase price allocation carried out in accordance with IFRS 3 for the acquisition of The Cloud Group is preliminary, as the fair values of the identifiable assets and liabilities could only be determined provisionally. The following overview provides information on the assets and liabilities of The Cloud Group acquired at fair value at the time of initial consolidation:
| 38 | |
|---|---|
| in EUR '000 | 1.1.2019 | in EUR '000 | 1.1.2019 |
|---|---|---|---|
| Assets | Equity and liabilities | ||
| Non-current assets | Non-current liabilities | ||
| Intangible assets | 8,817 | Lease liabilities | 399 |
| Lease assets | 579 | Deferred income tax liabilities | 2,658 |
| Goodwill | 5,564 | 3,057 | |
| Fixed assets | 580 | ||
| 15,540 | |||
| Current assets | Current liabilities | ||
| Inventories | 532 | Lease liabilities | 180 |
| Current income tax assets | 99 | Trade accounts payable | 706 |
| Trade accounts receivable | 1,621 | Other liabilities and deferrals | 197 |
| Other receivables and other assets | 741 | Other financial liabilities | 71 |
| Other financial assets | 2,467 | Other provisions | 832 |
| Liquid assets | 3,052 | ||
| 8,512 | 1,986 | ||
| 24,052 | 5,043 |
| in EUR '000 | 1.1.2019 | in EUR '000 | 1.1.2019 |
|---|---|---|---|
| Assets | Equity and liabilities | ||
| Non-current assets | Non-current liabilities | ||
| Intangible assets | 8,817 | Lease liabilities | 399 |
| Lease assets | 579 | Deferred income tax liabilities | 2,658 |
| Goodwill | 5,564 | 3,057 | |
| Fixed assets | 580 | ||
| 15,540 | |||
| Current assets | Current liabilities | ||
| Inventories | 532 | Lease liabilities | 180 |
| Current income tax assets | 99 | Trade accounts payable | 706 |
| Trade accounts receivable | 1,621 | Other liabilities and deferrals | 197 |
| Other receivables and other assets | 741 | Other financial liabilities | 71 |
| Other financial assets | 2,467 | Other provisions | 832 |
| Liquid assets | 3,052 | ||
| 8,512 | 1,986 | ||
| 24,052 | 5,043 |
The difference between assets and liabilities in the amount of 19,009 thousand euros represents the expected total purchase price at the time of initial consolidation (cash purchase price of 12,439 thousand euros plus the earn-out of 6,570 thousand euros expected at the time of acquisition). The preliminary purchase price allocation results in goodwill of 5,564 thousand euros that is attributable mainly to future earnings opportunities in connection with the expansion of the freenet Group's offering. This goodwill has been allocated to the "Mobile Communications" cash-generating unit. In our segment reporting, The Cloud Group was allocated to the Mobile Communications segment.
The preliminary purchase price allocation was based on a forecast relevant for valuation purposed using the DCF method which covered a detailed period of five years. The fair value of the intangible assets recognised as part of the preliminary purchase price allocation was determined using methods based on present value (income approach), specifically the multi-period excess earnings method for customer relationships and the relief-from-royalty method for software.
The Cloud Group's contribution to the Group's revenue, EBITDA and profit after tax was insignificant.
Pension provisions were remeasured based on updated interest rates (freenet, debitel programme: 1.51 percent, Media Broadcast Group programme: 1.02 percent), with premises remaining unchanged otherwise. The resulting actuarial loss of 12.5 million euros and the offsetting increase in deferred tax assets by 3.8 million euros were recognised in the statement of comprehensive income. There was a net negative result of 8.7 million euros from items not to be reclassified to the income statement.
As in the 2018 consolidated financial statements, the calculation of current and deferred income taxes was based on an average tax rate of 30.40 percent (previous year: 30.40 percent).
There were no reportable events of material importance for the freenet Group after 30 June 2019.
As its main decision-making body, the Executive Board organises and manages the company based on the differences between the individual products and services offered by the company. As the Group performs its business operations almost entirely in Germany, its business is not organised or managed based on geographical regions. The Group was active in the following operating segments in the first six months of 2019:
Mobile Communications
Rendering of services to end users in the field of DVB-T2
Other/Holding:
The "Other/Holding" segment includes other business activities in addition to operating activities. This mainly comprises the holding activities of freenet AG (with the rendering of services within the Group in central areas, such as legal, human resources and finance) as well as areas which cannot be clearly allocated to operating segments. The segment revenue of 30.2 million euros (previous year: 32.9 million euros) reported for the "Other/Holding" segment in the first six months of 2019 is attributable to operating activities (30.7 million euros; previous year: 33.4 million euros) and other business activities (–0.5 million euros; previous year: –0.5 million euros). Of the figure of 22.5 million euros (previous year: 22.3 million euros) reported as gross profit for the first six months of 2019 for the "Other/Holding" segment, 23.1 million euros (previous year: 23.0 million euros) is attributable to the operating activities and –0.6 million euros (previous year: –0.7 million euros) is attributable to the other business activities. The EBITDA of –4.7 million euros (previous year: –4.9 million euros) reported for the "Other/Holding" segment for the first six months of 2019 was accounted for by operating activities to the extent of 6.3 million euros (previous year: 6.9 million euros) and by other business activities in the amount of –11.0 million euros (previous year: –11.8 million euros).
| Elimination of | |||||
|---|---|---|---|---|---|
| intersegment | |||||
| in EUR '000s | Mobile Com munications |
TV and Media |
Other/ Holding |
revenue and costs |
Total |
| Third-party revenue | 1,246,939 | 119,276 | 22,830 | 0 | 1,389,045 |
| Inter-segment revenue | 9,030 | 4,641 | 7,362 | –21,033 | 0 |
| Total revenue | 1,255,969 | 123,917 | 30,192 | –21,033 | 1,389,045 |
| Cost of materials, third party | –898,480 | –36,575 | –7,265 | 0 | –942,320 |
| Inter-segment cost of materials | –9,020 | –7,500 | –425 | 16,945 | 0 |
| Total cost of materials | –907,500 | –44,075 | –7,690 | 16,945 | –942,320 |
| Segment gross profit | 348,469 | 79,842 | 22,502 | –4,088 | 446,725 |
| Other operating income | 22,908 | 7,656 | 3,715 | –1,693 | 32,586 |
| Other own work capitalised | 4,561 | 2,536 | 735 | 0 | 7,832 |
| Personnel expenses | –66,274 | –32,220 | –18,446 | 0 | –116,940 |
| Other operating expenses | –122,770 | –24,598 | –13,161 | 5,781 | –154,748 |
| thereof loss allowances on financial assets and contract assets |
–22,541 | –346 | –84 | 0 | –22,971 |
| thereof without loss allowances on financial | |||||
| assets and contract assets | –100,229 | –24,252 | –13,077 | 5,781 | –131,777 |
| Total overhead1 | –161,575 | –46,626 | –27,157 | 4,088 | –231,270 |
| thereof inter-segment allocation | –3,771 | –646 | 329 | 4,088 | |
| Segment EBITDA | 186,894 | 33,216 | –4,655 | 0 | 215,455 |
| Depreciation, amortisation and impairment | –77,295 | ||||
| EBIT | 138,160 | ||||
| Financial result | –15,029 | ||||
| Income taxes | –11,494 | ||||
| Consolidated profit | 111,637 | ||||
| Consolidated profit attributable to shareholders of freenet AG | 116,943 | ||||
| Consolidated profit attributable to non-controlling interests | –5,306 | ||||
| Net cash investments | 9,431 | 4,916 | 1,205 | 15,552 |
1 The overhead costs as the difference between gross profit and EBITDA include the items other operating income, other own work capitalised, personnel expenses and other operating expenses.
| in EUR '000s | Mobile Com munications |
TV and Media |
Other/ Holding |
Elimination of intersegment revenue and costs |
Total |
|---|---|---|---|---|---|
| Third-party revenue | 1,215,412 | 145,171 | 25,654 | 0 | 1,386,237 |
| Inter-segment revenue | 22,784 | 3,576 | 7,268 | –33,628 | 0 |
| Total revenue | 1,238,196 | 148,747 | 32,922 | –33,628 | 1,386,237 |
| Cost of materials, third party | –873,193 | –59,304 | –7,974 | 0 | –940,471 |
| Inter-segment cost of materials | –10,233 | –17,292 | –2,664 | 30,189 | 0 |
| Total cost of materials | –883,426 | –76,596 | –10,638 | 30,189 | –940,471 |
| Segment gross profit | 354,770 | 72,151 | 22,284 | –3,439 | 445,766 |
| Other operating income | 23,786 | 9,934 | 2,089 | –1,414 | 34,395 |
| Other own work capitalised | 4,367 | 2,292 | 1,067 | 0 | 7,726 |
| Personnel expenses | –60,584 | –29,276 | –16,760 | 0 | –106,620 |
| Other operating expenses | –140,538 | –27,073 | –13,596 | 4,853 | –176,354 |
| thereof loss allowances on financial assets and contract assets |
–25,420 | –61 | –128 | 0 | –25,609 |
| thereof without loss allowances on financial assets and contract assets |
–115,118 | –27,012 | –13,468 | 4,853 | –150,745 |
| Total overhead1 | –172,969 | –44,123 | –27,200 | 3,439 | –240,853 |
| thereof inter-segment allocation | –3,210 | –437 | 208 | 3,439 | |
| Segment EBITDA | 181,801 | 28,028 | –4,916 | 0 | 204,913 |
| Depreciation, amortisation and impairment | –66,790 | ||||
| EBIT | 138,123 | ||||
| Financial result | –13,073 | ||||
| Income taxes | –17,006 | ||||
| Consolidated profit | 108,044 | ||||
| Consolidated profit attributable to shareholders of freenet AG | 114,165 | ||||
| Consolidated profit attributable to non-controlling interests | –6,121 | ||||
| Net cash investments | 8,201 | 12,407 | 2,910 | 23,518 |
1 The overhead costs as the difference between gross profit and EBITDA include the items other operating income, other own work capitalised, personnel expenses and other operating expenses.
To the best of our knowledge, and in accordance with the applicable reporting principles for interim reporting, the condensed interim consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the Group interim management report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the material opportunities and risks associated with the expected development of the Group for the remaining months of the financial year.
Büdelsdorf, 9 August 2019
freenet AG
The Executive Board
Christoph Vilanek Ingo Arnold Stephan Esch
Antonius Fromme Rickmann v. Platen
| Glossary | 44 |
|---|---|
| Financial calendar | 46 |
| Imprint and Contact | 47 |
Adjusted EBITDA EBITDA (see "EBITDA") adjusted for one-time effects.
Adjusted net debt Net debt (see "Net debt") less equity investments (see "Equity investments").
Adjusted debt ratio Ratio between adjusted net debt (see "Adjusted net debt") and EBITDA (see "EBITDA") generated in the last twelve months.
Equity investments Market value of Sunrise Communications Group AG and CECONOMY AG on the reporting date. The market value of Sunrise Communications Group AG is calculated by multiplying the closing price of the Sunrise share on the Swiss stock exchange by the number of shares held by the freenet Group (11,051,578) as of the relevant reference date. Swiss francs are translated into euros using an officially defined reference date rate based on data of Bloomberg. The market value of CECONOMY AG is calculated by multiplying the closing price of the CECONOMY share on the Frankfurt stock exchange by the number of CECONOMY AG shares held by the freenet Group (32,633,555 no-par-value shares) as of the relevant reference date.
ARPU (Mobile Communications) abbr., Average Revenue Per User. The customer group-specific usage fee divided by the average number of customers on the relevant reference date.
Debt ratio Ratio between net debt (see "Net debt") and EBITDA (see "EBITDA") generated in the last twelve months.
EBIT Earnings before interest and taxes.
EBITDA EBIT (see "EBIT") plus depreciation, amortisation and impairment
Equity ratio Ratio between equity to total equity and liabilities.
Free cash flow Cash flows from operating activities less CAPEX (see "Net investments") and cash repayments of lease liabilities.
freenet TV subscribers (RGU) RGU means "revenue generating unit"; it refers to active freenet TV subscribers.
Gross profit Revenue less cost of materials.
Gross profit margin Ratio between gross profit and revenue.
IPTV abbr., Internet protocol television; refers to the transmission of television programmes and films using the Internet Protocol as opposed to other broadcasting channels such as cable television, DVB-T2 or satellite.
Net debt Long-term and short-term borrowings shown in the balance sheet, less liquid assets, less equity investments (see "Equity investments").
Net investments (CAPEX) Investments in property, plant and equipment and intangible assets, less proceeds from the disposal of intangible assets and property, plant and equipment.
Net lease liabilities Non-current and current lease liabilities shown in the balance sheet, less non-current and current lease assets.
No-frills No-frills tariffs deliberately have a simple structure, and in general do not include a subsidised device. Traditionally, they are marketed by way of direct distribution (e. g. online) and not via specialist outlets.
Overhead Overhead includes the items other operating income, other own work capitalised, personnel expenses and other operating expenses.
Postpaid Mobile services billed subsequently (usually 24-month contracts).
Prepaid Mobile services billed in advance.
TV customers Customers of the freenet Group in the TV and Media segment who are freenet TV subscribers (RGU) (see "freenet TV subscribers (RGU)") or waipu.tv subscribers (see "waipu.tv subscribers").
waipu.tv registered customers Customers who have registered free of charge and/or subscribed to one of the fee-based tariffs (see "waipu.tv subscribers").
waipu.tv subscribers Customers who use subscribed to one of the fee-based tariffs (e. g. Comfort or Perfect).
| Date | Event |
|---|---|
| 9 August 2019 | Half-year report as of 30 June 2019 – Second quarter 2019 |
| 29 August 2019 | TMT Sector Conference (Commerzbank) Frankfurt Germany |
| 4 September 2019 | Media&Telecom Forum (Barclays) London Great Britain |
| 5 September 2019 | dbAccess TMT Conference (Deutsche Bank) London Great Britain |
| 23 September 2019 | 8th German Corporate Conference (Berenberg/Goldman Sachs) Munich Germany |
| 25 September 2019 | Baader Investment Conference 2019 (Baader Bank) Munich Germany |
| 7 November 2019 (expected) | Quarterly Statement as of 30 September 2019 – Third quarter 2019 |
| 13/14 November 2019 | TMT Conference 2019 (Morgan Stanley) Barcelona Spain |
| 18 November 2019 | Equity Conference (DZ Bank) Frankfurt Germany |
| 5 December 2019 | 17th Annual European Conference (Berenberg) Surrey Great Britain |
Further dates, schedule updates and information on roadshows is available at https://www.freenet-group.de/ investor/financial-calendar/index.html
All dates are subject to change.
freenet AG Investor relations Deelbögenkamp 4c 22297 Hamburg, Germany
Phone: +49 (0) 40/5 13 06-7 78 Fax: +49 (0) 40/5 13 06-9 70 Email: [email protected]
Hollerstraße 126 24782 Büdelsdorf
Phone: +49 (0) 4331/69-10 00 Internet: www.freenet-group.de
Silvester Group, Hamburg www.silvestergroup.com
The annual report and our interim reports are also available for download on the Internet at: http://www.freenet-group.de/investor-relations/publikationen
The English version of the interim report is a convenience translation of the German version. The German version is legally binding.
Current information regarding freenet AG and the freenet shares is available on our website at: www.freenet-group.de/en.
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