Interim / Quarterly Report • Nov 9, 2017
Interim / Quarterly Report
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ENTERTAIN. INFORM. ENGAGE.
On 2 October 2017, RTL Group closed the transaction to take full ownership of SpotX and acquired the remaining 36.4 per cent shareholding for a total amount of USD 139.2 million, subject to a cash/debt adjustment, of which USD 7.7 million have been contributed to SpotX. Following this step, RTL Group pursues an ambitious growth plan for its ad-tech businesses with the main goal to create a global and independent monetisation platform for broadcasters, video-on-demand services and publishers.
To accelerate the execution of this plan, RTL Group has decided to combine SpotX and Smartclip into one integrated ad-tech company by the end of 2018, to roll out the platform across the Group's operations and to scale it up with further acquisitions and partnerships.
The combined entity will focus on ad-server development, addressable TV, bringing dynamic ad insertion capabilities in house and close collaboration with the Group's minority shareholdings, VideoAmp and Clypd – positioning the company as an innovation leader among independent ad-tech platforms.
RTL Group Co-CEO Bert Habets speaking at the dmexco Motion Hall 2017
REACH MORE WITH TOTAL VIDEO
At this years' dmexco in Cologne, RTL Group together with RTL AdConnect and its partners showcased how it combines the best of Total Video for its advertising clients: incomparable international reach, premium content and brand safe environments, a high level of engagement with emotional content and innovative technology on multiple platforms.
RTL AdConnect used the opportunity to introduce the 'Total Video Marketplace', which allows advertisers and agencies to get direct and exclusive access to RTL AdConnect's pan-European digital portfolio, delivered in a brand safe environment. The new product combines the best of broadcasters' VOD, premium publishers' audience extension thanks to SpotX and Smartclip, and influencer marketing.
Interim report January – September 2017
Joint statement from BERT HABETS and GUILLAUME DE POSCH, Co-Chief Executive Officers of RTL Group
"In the third quarter, RTL Group once again demonstrated the healthy state of its core business. As indicated at the end of August, our families of channels in Germany and France continued to outperform their respective TV advertising market significantly. This drove RTL Group's best ever third quarter revenue and operating profit.
We act from a position of strength and will keep up this momentum in the fourth quarter, heading for another set of strong full-year results. We continue to invest in exclusive programming to ensure that our channels and on-demand services have the most attractive proposition for both viewers and advertisers.
As we announced end of August, we are accelerating the execution of our Total Video strategy. This includes an ambitious growth plan for our ad-tech businesses with the main goal to create a global and independent monetisation platform for broadcasters, video-on-demand services and publishers. We are very happy to report that over recent months SpotX and Smartclip have made significant progress in expanding their collaboration. We have now decided to combine both companies into one integrated ad-tech company by the end of 2018. We will roll out the platform across our operations and scale it up with further acquisitions and partnerships."
Q3/2017: revenue up 1.5 per cent; EBITDA up 17.4 per cent
Mediengruppe RTL Deutschland and Groupe M6 with strong double-digit EBITDA growth in Q3/2017
January to September 2017: revenue up 2.8 per cent to €4,350 million; adjusted EBITDA1 up 3.4 per cent; reported EBITDA slightly down
Full-year EBITDA outlook lifted
Combination of SpotX and Smartclip into one integrated ad-tech company
Luxembourg, 9 November 2017 − RTL Group announces its results for the nine months ending 30 September 2017.
January to September
| 2017 | 2016 | Per cent | |
|---|---|---|---|
| €m | €m | change | |
| Revenue | 4,350 | 4,230 | +2.8 |
| Underlying revenue2 | 4,308 | 4,221 | +2.1 |
| Reported EBITDA3 | 889 | 903 | (1.6) |
| Reported EBITDA margin (%) | 20.4 | 21.3 | |
| Reported EBITDA | 889 | 903 | |
| Impairment of investments accounted for using the equity method | (4) | – | |
| Depreciation, amortisation and impairment | (168) | (158) | |
| Re-measurement of earn-out arrangements and gain/(loss) from sale of subsidiaries, | |||
| other investments and re-measurement to fair value of pre-existing interest in acquiree | 21 | – | |
| EBIT | 738 | 745 | (0.9) |
| Net financial income/(expense) | (12) | (7) | |
| Income tax expense | (236) | (235) | |
| Profit for the period | 490 | 503 | (2.6) |
| Attributable to: | |||
| – Non-controlling interests | 56 | 60 | |
| – RTL Group shareholders | 434 | 443 | (2.0) |
| Reported EPS (in €) | 2.83 | 2.88 | (1.7) |
| 1 EBITDA for January to September 2016 adjusted for the positive one-off effect from the gradual phase-out of the M6 Mobile contract (+€43 million) |
2 Adjusted for minor scope changes and at constant exchange rates
the strong performances in Germany and France: Mediengruppe RTL Deutschland's EBITDA was up 23.9 per cent, while Groupe M6 increased its EBITDA by 36.5 per cent
■ Net profit attributable to RTL Group shareholders increased by 11.8 per cent to €114 million (Q3/2016: €102 million)
RTL Group's revenue is well diversified with 47.7 per cent from TV advertising, 18.7 per cent from content, 12.9 per cent from digital activities, 5.4 per cent from platform revenue, 4.0 per cent from radio advertising and 11.3 per cent other revenue
Reported EBITDA was down 1.6 per cent to €889 million for the first nine months of 2017 (January to September 2016: €903 million), mainly due to the positive one-off effect at Groupe M6 amounting to €43 million in 2016. Adjusted for this one-off effect, EBITDA was up 3.4 per cent
4 Excluding e-commerce, home shopping and platform revenue for digital TV
RTL Group lifts its EBITDA outlook for 2017 and confirms its revenue outlook for the full year 2017 (most recently communicated on 30 August 2017), assuming there will not be major changes in the economic climate across RTL Group's markets:
Groupe M6's EBITDA was up by 36.5 per cent thanks to the combined effect of the solid performance of the television division and the positive balance from the transfer of Girondins de Bordeaux players at the end of the season
RTL Group controls its financial situation by means of various key performance indicators (KPIs) such as revenue, audience share in main target groups, EBITDA and EBITA, RTL Group Value Added, net debt and cash conversion.
For definitions and more details of these KPIs, please see note 4 to the Condensed Consolidated Interim Financial Information as at and for the nine months ended 30 September 2017.
In the first nine months of 2017, RTL Group estimates that the net TV advertising markets were down or stable in all markets in which the Group is active – with the exception of Spain.
A summary of RTL Group's key markets is shown below, including estimates of net advertising market growth rates and the audience share of the main target group.
January to
January to
January to
| September 2017 Net TV advertising market growth rate (in per cent) |
September 2017 RTL Group audience share in main target group (in per cent) |
September 2016 RTL Group audience share in main target group (in per cent) |
|
|---|---|---|---|
| Germany | (2.0) to (3.0) 5 |
29.16 | 28.46 |
| France | +/ – 0.07 | 22.48 | 22.38 |
| The Netherlands | (6.3) 5 |
30.49 | 31.49 |
| Belgium | (7.8) 5 |
36.610 | 35.910 |
| Hungary | (0.4) 5,11 |
31.312 | 33.812 |
| Croatia | (10.0) 5 |
30.013 | 28.013 |
| Spain | +0.814 | 28.415 | 29.615 |
Reported revenue was up 2.8 per cent to €4,350 million (January to September 2016: €4,230 million). This was driven by higher revenue from Mediengruppe RTL Deutschland, Groupe M6 and RTL Group's rapidly growing digital businesses.
On a like-for-like basis (adjusted for portfolio changes and at constant exchange rates) revenue was up 2.1 per cent to 4,308 million (January to September 2016: €4,221 million).
5 Source: Industry and RTL Group
RTL Group's revenue is well diversified with 47.7 per cent from TV advertising, 18.7 per cent from content, 12.9 per cent from digital activities, 5.4 per cent from platform revenue, 4.0 per cent from radio advertising and 11.3 per cent other revenue.
In contrast to some competitors, RTL Group only recognises pure digital businesses as digital revenue and does not consider e-commerce, home shopping and platform revenue as digital revenue. Revenue from e-commerce and home shopping are included in "other revenue". For more information, please see the RTL Group Annual Report 2016, pages 48 to 51.
Reported EBITDA was slightly down to €889 million (January to September 2016: €903 million), largely due to the lack of the positive one-off effect at Groupe M6 (+€43 million in 2016). Adjusted for this one-off effect, EBITDA was up 3.4 per cent year-onyear.
EBITA was down by 3.2 per cent to €732 million (January to September 2016: €756 million), mainly due to the lack of the positive one-off effect at Groupe M6 (+€43 million in 2016). The EBITA margin was 16.8 per cent (January to September 2016: 17.9 per cent).
Reported EBITDA margin came in at 20.4 per cent (January to September 2016: 21.3 per cent).
Group operating expenses were at €3,696 million in January to September 2017 compared to €3,607 million in January to September 2016.
| January to September 2017 €m |
January to September 2016 €m |
January to September 2015 €m |
January to September 2014 16 €m |
January to September 2013 17 €m |
|
|---|---|---|---|---|---|
| Revenue | 4,350 | 4,230 | 4,141 | 3,946 | 4,012 |
| EBITDA | 889 | 903 | 844 | 818 | 830 |
| EBITA | 732 | 756 | 716 | 677 | 713 |
in purchase price allocation 17 Restated for IFRS 11
On 2 February 2017, UFA Film und Fernseh GmbH entered into an agreement with the controlling shareholders of Divimove to modify the corporate governance of the company. RTL Group has recognised a gain of €14 million as a result of measuring at fair value its 75.5 per cent interest held in Divimove.
On 3 March 2017, Groupe M6, through its subsidiary M6 interactions, announced the launch of 6&7 SAS, a new music production and publishing label. M6 interactions holds 49 per cent of 6&7.
On 15 July 2017, RTL Group sold all its shares in RTL CBS Asia Entertainment Network for USD 1 and realised a capital gain of €4 million.
On 20 July 2017, Groupe M6 acquired 100 per cent of the share capital of Fidélité Films. Fidélité holds a catalogue of 42 feature films, including Asterix et Obelix au service de sa Majesté, Le petit Nicolas, Les vacances du petit Nicolas and De l'autre côté du lit.
On 31 July 2017, RTL Group was the largest investor in the Series A financing round of Inception, an Israel-based leader in Virtual Reality entertainment, and now holds a minority stake of 15.6 per cent in the company (on a fully diluted basis).
On 1 September 2017, RTL Ventures has sold its interest in the online advertising leaflet platform Reclamefolder.nl to Persgroep Nederland.
On 18 September 2017, FremantleMedia Australia acquired a 75 per cent stake in Easy Tiger Productions, an Australian television production company focused on prime-time scripted drama series.
On 18 September 2017, RTL Nederland acquired 60 per cent stake in Adfactor, a Dutch company based in The Hague. Adfactor is specialised in digital content marketing (native advertising) and has an extensive network of influencers and content makers.
The total contribution of these investments decreased to a profit amounting to €32 million (January to September 2016: €41 million).
Net interest expense amounted to €16 million (January to September 2016: €16 million) for the nine months ended 30 September 2017.
In the first nine months of 2017, the tax expense was €236 million (January to September 2016: €235 million).
The profit for the period attributable to RTL Group shareholders was €434 million (January to September 2016: €443 million), a slight decrease of 2.0 per cent.
Reported earnings per share, based upon 153,549,707 shares, was €2.83 (January to September 2016: €2.88 per share based upon 153,566,511 shares).
The consolidated net debt position at 30 September 2017 was €1,097 million (31 December 2016: net debt of €576 million) after the Group paid a final 2016 dividend amounting to €460 million (€3.00 per share) on 27 April 2017 and an interim dividend amounting to €154 million on 7 September 2017. The Group continues to generate strong operating cash flow with an EBITA to cash conversion ratio of 76 per cent (January to September 2016: 93 per cent).
| Net debt position | (1,097)18 | (576) |
|---|---|---|
| Add: cash deposit and others | – | 1 |
| Add: cash and cash equivalents | 340 | 433 |
| Gross balance sheet debt | (1,437) | (1,010) |
| Net debt position | As at 30 September 2017 €m |
As at 31 December 2016 €m |
See in note 18 to the condensed consolidated interim financial information.
See note 20 to the condensed consolidated interim financial information.
18 Of which €92 million held by Groupe M6 (2016: €173 million)
July to September (Q3)
| 2017 | 2016 | Per cent | |
|---|---|---|---|
| €m | €m | change | |
| Revenue | 1,372 | 1,352 | +1.5 |
| Reported EBITDA | 263 | 224 | +17.4 |
| Reported EBITDA margin (%) | 19.2 | 16.6 | |
| EBITA | 199 | 176 | +13.1 |
| EBITA margin (%) | 14.5 | 13.0 | |
| Reported EBITDA | 263 | 224 | |
| Depreciation, amortisation and impairment | (67) | (51) | |
| Impairment of investments accounted for using the equity method | (2) | – | |
| Re-measurement of earn-out arrangements | 1 | – | |
| Gain/(loss) from sale of subsidiaries, other investments | |||
| and re-measurement to fair value of pre-existing interest in acquiree | 7 | – | |
| EBIT | 202 | 173 | |
| Net financial expense | (4) | (8) | |
| Income tax expense | (71) | (52) | |
| Profit for the period | 127 | 113 | |
| Attributable to: | |||
| – Non-controlling interests | 13 | 11 | |
| – RTL Group shareholders | 114 | 102 | +11.8 |
| Reported EPS (in €) | 0.75 | 0.66 |
During the third quarter of 2017, revenue was up 1.5 per cent to €1,372 million (Q3/2016: €1,352 million). This was largely the result of a particularly strong performance in Germany and France as Mediengruppe RTL Deutschland and Groupe M6 reported revenue growth of 7.8 per cent and 4.2 per cent respectively – both outperforming their respective TV advertising market significantly. Mediengruppe RTL Deutschland also profited from increasing platform revenue.
Reported EBITDA was up strongly by 17.4 per cent to €263 million (Q3/2016: €224 million), benefitting from very strong results at Mediengruppe RTL Deutschland and Groupe M6: Mediengruppe RTL Deutschland's EBITDA was up 23.9 per cent, profiting from higher advertising and platform revenue, while Groupe M6's EBITDA was up by 36.5 per cent thanks to increasing TV advertising revenue and a lower cost base compared to the previous year when M6 had broadcast matches of the Uefa Euro 2016.
EBITA was also up strongly by 13.1 per cent to €199 million (Q3/2016: €176 million).
Group operating expenses were at €1,202 million (Q3/2016: €1,194 million).
| Revenue | 2017 €m |
2016 €m |
Per cent change |
|---|---|---|---|
| Mediengruppe RTL Deutschland | 1,573 | 1,501 | +4.8 |
| Groupe M6 | 937 | 910 | +3.0 |
| FremantleMedia | 983 | 962 | +2.2 |
| RTL Nederland | 330 | 347 | (4.9) |
| RTL Belgium | 135 | 141 | (4.3) |
| RTL Radio (France) | 112 | 120 | (6.7) |
| Other segments | 435 | 387 | +12.4 |
| Eliminations | (155) | (138) | – |
| Total revenue | 4,350 | 4,230 | +2.8 |
| EBITDA | 2017 €m |
2016 €m |
Per cent change |
| Mediengruppe RTL Deutschland | 500 | 477 | +4.8 |
| Groupe M6 | 258 | 270 | (4.4) |
| FremantleMedia | 60 | 61 | (1.6) |
| RTL Nederland | 46 | 60 | (23.3) |
| RTL Belgium | 23 | 29 | (20.7) |
| RTL Radio (France) | 6 | 13 | (53.8) |
| Other segments | (4) | (7) | – |
| Reported EBITDA | 889 | 903 | (1.6) |
| EBITDA margin | 2017 per cent |
2016 per cent |
Percentage point change |
| Mediengruppe RTL Deutschland | 31.8 | 31.8 | – |
| Groupe M6 | 27.5 | 29.7 | (2.2) |
| FremantleMedia | 6.1 | 6.3 | (0.2) |
| RTL Nederland | 13.9 | 17.3 | (3.4) |
| RTL Belgium | 17.0 | 20.6 | (3.6) |
| RTL Radio (France) | 5.4 | 10.8 | (5.4) |
| RTL Group | 20.4 | 21.3 | (0.9) |
| Revenue | 2017 €m |
2016 €m |
Per cent change |
|---|---|---|---|
| Mediengruppe RTL Deutschland | 498 | 462 | +7.8 |
| Groupe M6 | 273 | 262 | +4.2 |
| FremantleMedia | 335 | 344 | (2.6) |
| RTL Nederland | 104 | 111 | (6.3) |
| RTL Belgium | 39 | 37 | +5.4 |
| RTL Radio (France) | 33 | 36 | (8.3) |
| Other segments | 139 | 141 | (1.4) |
| Eliminations | (49) | (41) | – |
| Total revenue | 1,372 | 1,352 | +1.5 |
| EBITDA | 2017 €m |
2016 €m |
Per cent change |
| Mediengruppe RTL Deutschland | 135 | 109 | +23.9 |
| Groupe M6 | 86 | 63 | +36.5 |
| FremantleMedia | 20 | 22 | (9.1) |
| RTL Nederland | 26 | 30 | (13.3) |
| RTL Belgium | 4 | 4 | – |
| RTL Radio (France) | – | (1) | – |
| Other segments | (8) | (3) | – |
| Reported EBITDA | 263 | 224 | +17.4 |
| EBITDA margin | 2017 per cent |
2016 per cent |
Percentage point change |
| Mediengruppe RTL Deutschland | 27.1 | 23.6 | +3.5 |
| Groupe M6 | 31.5 | 24.0 | +7.5 |
| FremantleMedia | 6.0 | 6.4 | (0.4) |
| RTL Nederland | 25.0 | 27.0 | (2.0) |
| RTL Belgium | 10.3 | 10.8 | (0.5) |
| RTL Radio (France) | – | – | – |
| RTL Group | 19.2 | 16.6 | +2.6 |
In the reporting period, the German net TV advertising market was estimated to be down between 2.0 and 3.0 per cent year-on-year. Mediengruppe RTL Deutschland outperformed the market significantly and reported growing advertising revenue. Total revenue was up by 4.8 per cent to €1,573 million (January to September 2016: €1,501 million), driven by higher advertising and platform revenue. Accordingly, EBITDA was up to €500 million (January to September 2016: €477 million) – despite higher investments into programming. In the third quarter alone, Mediengruppe RTL Deutschland's EBITDA was up 23.9 per cent, profiting from higher advertising and platform revenue.
| January to September 2017 €m |
January to September 2016 €m |
Per cent change |
|
|---|---|---|---|
| Revenue | 1,573 | 1,501 | +4.8 |
| EBITDA | 500 | 477 | +4.8 |
| EBITA | 488 | 468 | +4.3 |
The combined average audience share of Mediengruppe RTL Deutschland in the target group of viewers aged 14 to 59 was up to 29.1 per cent19 in the first nine months of 2017 (January to September 2016: 28.4 per cent) – mainly due to the good performance of Vox, Nitro and RTL Plus. Over the first nine month of 2017, the German RTL family of channels increased the lead over its main commercial competitor, ProSiebenSat1 (24.2 per cent), to 4.9 percentage points (January to September 2016: lead of 3.3 percentage points).
With an audience share of 11.5 per cent in the target group of viewers aged 14 to 59 during the first nine months of 2017 (January to September 2016: 11.9 per cent), RTL Television remained the viewers' number one choice – ahead of Sat 1 (8.3 per cent), ZDF (8.2 per cent), ARD/Das Erste (7.6 per cent) and ProSieben (7.2 per cent).
The most watched programme on RTL Television in the first nine months of 2017 was the boxing match between Anthony Joshua and Wladimir Klitschko on 29 April 2017. The fight was watched by 9.52 million total viewers, on average 41.7 per cent of viewers aged 14 to 59 tuned in. Also popular was the European Qualifiers of the German National team as well as Formula One. The eleventh season of Ich bin ein Star – Holt mich hier raus! (I'm A Celebrity – Get Me Out Of Here!) was once again a highlight in January, scoring an average audience share of 36.2 per cent in the target group (2016: 37.3 per cent). In fiction, RTL Television launched new comedy series such as Magda macht das schon!, which scored an average audience share of 15.0 per cent in the target group (14 to 59).
Vox was the only big commercial channel in Germany to increase its average audience share in the target group of viewers aged 14 to 59 in the first nine months of 2017, recording a 6.8 per cent share (January to September 2016: 6.6 per cent). Among the popular formats setting new records was once more the music show Sing meinen Song – Das Tauschkonzert with an average audience share of 11.8 per cent (2016: 9.8 per cent). The latest season of Die Höhle der Löwen (Dragon's Den) started in September scoring an average audience share of 13.9 per cent until the end of the reporting period. In access prime time new records were set, too: Hot oder Schrott – Die Allestester presenting 19 including pay-TV channels ordinary people who are testing extraordinary
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production novelties from all over the world attracted an audience share of 9.3 per cent (2016: 8.5 per cent).
During the first nine months of 2017, the average audience share of Nitro rose up to 2.1 per cent in the target group of viewers aged 14 to 59 (January to September 2016: 1.7 per cent), making Nitro again the most popular men's channel in the target group of 14 to 59 year old male viewers (2.4 per cent). One backbone of the channel's popularity is sports, such as the second live broadcast of the ADAC Zurich 24h – Race which achieved a 2.7 per cent audience share (14 to 59) and the live broadcast of 2018 FIFA World Cup qualification match Turkey vs. Croatia with an audience share of 3.0 per cent in the target group of viewers aged 14 to 59.
RTL Plus, the latest addition to Mediengruppe RTL Deutschland's family of channels, celebrated its first anniversary in June 2017. In the first nine months of the year, RTL Plus attracted an audience share of 1.0 per cent in the target group of viewers aged 14 to 59. In the main target group of RTL Plus, women aged 40 to 64, the channel achieved an average audience share of 1.4 per cent.
From January to September 2017, the news channel N-TV attracted 1.1 per cent (January to September 2016: 1.1 per cent) of viewers aged 14 to 59 and a total audience share of 1.2 per cent. During the morning, an average 2.3 per cent of all viewers tuned in to N-TV (January to September 2016: 1.9 per cent).
In the reported period, Super RTL achieved an average daytime audience share of 21.1 per cent in its target group of children aged 3 to 13 (January to September 2016: 20.8 per cent, 6:00 to 20:15) and continued to be the most popular children's channel in Germany, ahead of Kika (19.6 per cent), Disney Channel (9.1 per cent) and Nickelodeon (8.0 per cent). The constant positive results were mainly driven by the morning pre-school programme slot Toggolino and the broadcast of several successful formats such as Paw Patrol or Ranger Rob.
During the first nine months of 2017, RTL II attracted 4.5 per cent of viewers aged 14 to 59 (January to September 2016: 4.9 per cent). In late prime time, Naked attraction – Dating hautnah (8.7 per cent) was very popular in this demographic. In prime time, the second season of Curvy Supermodel – Echt. Schön. Kurvig. attracted 4.5 per cent of the viewers aged 14 to 59 and was particularly popular with young female viewers aged 14 to 29, recording an audience share of 15.0 per cent in this demographic.
During the first nine months of 2017, Mediengruppe RTL Deutschland – combining the unit's catch-up TV service TV Now, TV sites, thematic websites, YouTube channels, pages on Facebook and the new video streaming service Watchbox, which started on 25 July – generated a total of 1,148 million (up 26 per cent) video views of professionally produced content (January to September 2016: 912 million).
The French net TV advertising market was estimated to be stable compared to the first nine months of 2016. Groupe M6 significantly outperformed the French net TV advertising market, reporting a 3.9 per cent increase in free-to-air TV advertising revenue. Accordingly, Groupe M6's total revenue was up 3.0 per cent to €937 million (January to September 2016: €910 million). Reported EBITDA in 2017 was down 4.4 per cent to €258 million (January to September 2016: €270 million). Adjusted for the positive one-off effect from the gradual phaseout of the M6 Mobile contract (€43 million in January to September 2016), EBITDA was up 13.7 per cent year-on-year. In the third quarter alone, Groupe M6's EBITDA was up by 36.5 per cent thanks to the combined effect of the solid performance of the television division and the positive balance from the transfer of Girondins de Bordeaux players at the end of the season.
| January to September 2017 €m |
January to September 2016 €m |
Per cent change |
|
|---|---|---|---|
| Revenue | 937 | 910 | +3.0 |
| EBITDA | 258 | 270 | (4.4) |
| EBITA | 163 | 173 | (5.8) |
Groupe M6's family of free-to-air channels slightly increased their audience share in the commercial target of women under 50 responsible for purchases with an average audience share of 22.4 per cent (January to September 2016: 22.3 per cent). The total audience share slightly decreased to 13.9 per cent (January to September 2016: 14.2 per cent).
In the first nine months of 2017, the political situation with the French elections benefited the news channels in particular. Accordingly, M6 recorded a slight drop in its audience share to 15.7 per cent among women under 50 responsible for purchases (January to September 2016: 16.2 per cent). L'Amour est dans le pré registered an average audience share of 32 per cent audience share in the target group for the 12th season. In access prime time, Les Reines du Shopping, Chasseurs d'Appart, le 19h45 and Scènes de Ménages allowed M6 to confirm its strong position in the target group in the important time slot ranging from 18:00 to 21:00 on weekdays.
W9 increased its audience significantly and recorded an average audience share of 4.0 per cent in the target group of women under 50 responsible for purchases (January to September 2016: 3.8 per cent). The performance of W9 was driven by the reality-TV shows in access prime time and the high ratings scored in prime time thanks to the Europa League matches, movies, magazines and event documentaries. 6ter remained the leader for the commercial target of women under 50 responsible for purchases among the new DTT channels, increasing its audience share to 2.7 per cent (January to September 2016: 2.3 per cent).
Thanks to the performances of M6 Web, Groupe M6 confirmed its position of leading French online player with 21.2 million unique users a month on average across its network and across all devices (PC, tablet and mobile). During the reporting period, Groupe M6's total online video views grew significantly to 1.9 billion (January to September 2016: 1.3 billion), mainly driven by the success of the digital entertainment platform 6play and the development of Groupe M6's multi-platform networks. 6play continued to grow significantly with more than 18 million registered users 6play now generates close to 4 million video views per day on all screens – up 9 per cent year on year.
In the first nine months of 2017, 11 films were released in cinemas by Groupe M6's film distribution company SND, registering a combined 9.2 million cinema tickets sold, marked by the success of the Academy Award-winning Lalaland (more than 2.7 million) and Lion (1.8 million).
Revenue at RTL Group's content business, FremantleMedia, was up by 2.2 per cent to €983 million in the first nine months of 2017 (January to September 2016: €962 million). The increase is mainly due to higher revenue from FremantleMedia International, as well as growth in Western Europe and the scope effect from the change of consolidation method of Divimove. The absence of American Idol in 2017 was partly offset by production and distribution revenue from American Gods. FremantleMedia's EBITDA was only slightly down by 1.6 per cent to €60 million (January to September 2016: €61 million), mainly due to start-up losses from digital operations, partly offset by the performances of the unit's operations in Western Europe and North America.
| January to September 2017 €m |
January to September 2016 €m |
Per cent change |
|
|---|---|---|---|
| Revenue | 983 | 962 | +2.2 |
| EBITDA | 60 | 61 | (1.6) |
| EBITA | 47 | 47 | – |
In February, US game show stalwart Family Feud hit a new record high, with its best performance for over 20 years, achieving a 7.7 household rating20. Family Feud has achieved an average 6.6 household rating for the 2016/17 season, ranking as the number one game show in syndication.
With an average audience of 15.8 million viewers and a total audience share of 16.4 per cent, this year's America's Got Talent achieved the show's best ever ratings, and was the highest rated entertainment series in the US for the 2016/17 season.
Britain's Got Talent won an average audience of 9.5 million viewers and a total audience share of 39.8 per cent, resulting in an audience share of 49.8 share among adults aged 16 to 34. Britain's Got Talent clocked up the UK's highest rated entertainment show of the year to date, peaking with an audience of 11.5 million viewers on 6 May 2017.
In May, ABC announced an agreement with FremantleMedia North America (FMNA) and 19 Entertainment to bring back American Idol, televisions most successful and recognised music competition, for the 2017/18 season. It was later announced that Katy Perry, Lionel Richie and Luke Bryan will be the show's judges and that Ryan Seacrest will return as the series host.
In July, new FremantleMedia format Get The F*ck Out Of My House (A Casa) achieved the highest rated launch in 2017 on Brazilian broadcaster, RecordTV. A Casa's launch week averaged 26 per cent above the launch week of the previous show in the slot. It has been recommissioned for a second series.
In September, FremantleMedia Netherlands launched their new quiz format, Golden Brain, to an audience of 818,000. The launch exceeded the slot average for the past 12 months amongst total viewers (6+) and young adults (20 to 34).
20 Number of households watching the show expressed as a percentage of the total TV household population
American Gods, produced by FremantleMedia North America (FMNA), premiered on the US pay-TV channel Starz on 30 April and has been available to more than 200 territories since 1 May through Amazon Prime Video. The critically-acclaimed series was Starz's highest ever new series launch. The home entertainment release took the UK number one spot in the TV New Release chart in its first week. A second season has been picked up. In February, FMNA secured an exclusive multi-year agreement with American Gods' award-winning author Neil Gaiman, giving them first look to adapt any of his works for television.
With an audience of 7.5 million viewers and a total audience share of 23.3 per cent, UFA Fiction's 6-part historical drama Charité is the number one drama series in Germany for 2017 to date. A second series has been commissioned by broadcaster Das Erste.
Following the hugely successful The Young Pope, Wildside announced The New Pope, a joint production between Sky and HBO. Created and directed by Academy Award-winning director Paolo Sorrentino, it will go into production late next year in Italy.
In July, Picnic at Hanging Rock was announced as the latest series to be added to the Amazon Prime Video US line-up following a deal with FremantleMedia International. The series will have its world premiere on Foxtel in Australia in 2018.
In May, it was announced that Netflix had ordered 13 half-hour episodes of The Who Was? Show. Based on Penguin's Who HQ book series that has sold 20 million copies to date, the multimedia series has been developed by Penguin Workshop with producers FremantleMedia Kids & Family Entertainment and Matador Content.
In the first nine months of 2017, Europe's leading multi-platform network, Divimove, attracted a total of 12.7 billion video views (January to September 2016: 14.3 billion), a figure that reflects the recent reduction in partner channels from 1,200 to 1,000.
FremantleMedia content registered 269 million fans across YouTube, Facebook, Twitter and Instagram (up from 212 million in January to September 2016). In the first nine months of 2017, FremantleMedia content had a total of 18.4 billion views (up from 14 billion in January to September 2016) and 51.5 million subscribers across 285 channels (up from 36 million subscribers across 260 channels in January to September 2016).
In addition to seeing tremendous ratings growth, America's Got Talent also set digital records, garnering more than 2.6 billion views across Facebook, YouTube and Twitter combined. Darci Lynne's Golden Buzzer audition is the number one Facebook video in the world since its upload on 30 May, with 260 million video views until the end of the reporting period. It is also the number one TV clip uploaded to Facebook in the world in 2017 and the number one FremantleMedia Facebook clip of all time.
The Dutch net TV advertising market was estimated to be down 6.3 per cent in the first half of 2017. RTL Nederland's revenue decreased to €330 million (January to September 2016: €347 million), mainly driven by lower TV advertising revenue. This – in combination with continued investments into digital – resulted in a lower EBITDA of €46 million (January to September 2016: €60 million).
| January to September 2017 September 2016 €m |
January to €m |
Per cent change |
|---|---|---|
| Revenue 330 |
347 | (4.9) |
| EBITDA 46 |
60 | (23.3) |
| EBITA 36 |
52 | (30.8) |
During the first nine months of 2017, the combined prime-time audience share of RTL Nederland's channels in the target group of viewers aged 20 to 49 was 30.4 per cent (January to September 2016: 31.4 per cent), ahead of the public broadcasters (24.7 per cent) and the SBS group (19.6 per cent).
RTL Nederland's flagship channel, RTL 4, registered an average audience share of 18.1 per cent in the target group of shoppers aged 20 to 49 (January to September 2016: 18.0 per cent). Popular programmes included The Voice Of Holland, Holland's Got Talent, The Voice Kids and the daily drama Goede Tijden, Slechte Tijden. Popular new formats include Helemaal Het Einde, Verminkt and Janzen En Van Dijk Voor Al Uw Bruiloften En Partijen.
RTL 5 achieved an audience share of 5.0 per cent among viewers aged 20 to 34 in the reporting period, down from 5.9 per cent in the first nine months of 2016. Temptation Island was by far the biggest success on RTL 5, while other successful programmes included Adam Zoekt Eva VIPs, Slechtste Chauffeur van Nederland and Idols.
The men's channel RTL 7 increased its average audience share to 6.8 per cent among male viewers aged 20 to 49 in the first nine months of 2017 (January to September 2016: 6.0 per cent). Sports were once again among the most-watched programmes on RTL 7, especially due to the games of Ajax, which made it to the Euroleague finals.
During the first nine months of 2017, the women's channel RTL 8 attracted an average audience share of 3.2 per cent among women aged 20 to 49 (January to September 2016: 3.6 per cent). Among the most popular new launches was A Touch Of Frost with an average audience share of 3.8 per cent.
Business and news channel RTL Z scored an audience share of 1.0 per cent in the target group viewers with upper social status aged 25 to 49 (January to September 2016: 0.7 per cent).
RTL Nederland's network of websites, apps and YouTube channels generated a total 1,481 million video views21 (including RTL MCN) in the first nine months of 2017, an increase of 37 per cent year on year (January to September 2016: 1,083 million). The most popular formats were RTL Nieuws, RTL Boulevard, RTL Late Night, Temptation Island, Voetbal Inside and all video content related to the daily soap Goede Tijden, Slechte Tijden.
RTL Nederland's video-on-demand service, Videoland, recorded subscriber growth of 53 per cent compared to December 2016.
In the first nine months of 2017, the net TV advertising market in French-speaking Belgium was estimated to be down 7.8 per cent while the net radio advertising market was estimated to be up by 5.6 per cent. RTL Belgium's revenue was down to €135 million (January to September 2016: €141 million), due to lower TV advertising revenue, partly offset by higher radio advertising revenue. Accordingly, EBITDA was down to €23 million (January to September 2016: €29 million).
| January to September 2017 €m |
January to September 2016 €m |
Per cent change |
|
|---|---|---|---|
| Revenue | 135 | 141 | (4.3) |
| EBITDA | 23 | 29 | (20.7) |
| EBITA | 20 | 26 | (23.1) |
RTL Belgium has announced on 14 September 2017 a transformation plan. No restructuring provision has been recognised at 30 September 2017 as there is a significant reasonable likelihood that staff representatives and management will discuss alternatives to the announced preliminary plan, making the outcome and timing of the latter unknown at the reporting date.
The combined prime-time audience share of RTL Belgium's family of TV channels in the target group (shoppers aged 18 to 54) increased to 36.6 per cent (January to September 2016: 35.9 per cent). RTL Belgium's lead over the public channels also increased to 17.8 percentage points (January to September 2016: 14.8 percentage points).
The market-leading channel in French-speaking Belgium, RTL-TVI, achieved an average prime-time audience share of 26.5 per cent in the target group (January to September 2016: 26.2 per cent), 11.4 percentage points ahead of the second highestrated channel, the French commercial broadcaster TF1 (January to September 2016: 10.2 percentage points). Plug RTL reported a prime-time audience share of 5.2 per cent among young viewers aged 15 to 34 (January to September 2016: 6.5 per cent), while Club RTL ended the first nine months of 2017 with a prime-time audience share of 6.6 per cent in its main target group of male viewers aged 18 to 54 (January to September 2016: 6.2 per cent).
According to the most recent CIM audience survey, covering April to June 2017, the Belgian radio family had a combined audience share of 28.8 per cent (April to June 2016: 30.9 per cent). Radio Contact is the leading music radio station (audience share April to June: 14.0 per cent) and Bel RTL is the number one general-interest radio station in the French community (audience share April to June: 14.1 per cent).
During the first nine months of 2017, the number of unique visitors on the RTL.be website reached 285,200 per day – minus 2 per cent year on year. RTL Belgium reached a total of 51 million video views in the reporting period (January to September 2016: 77 million).
The net radio advertising market in France was down by an estimated 3.9 per cent compared to the same period in 2016. Accordingly, revenue decreased by 6.7 per cent to €112 million (January to September 2016: €120 million). EBITDA was down, reaching €6 million (January to September 2016: €13 million), mostly due to lower advertising sales and a higher cost base.
| January to September 2017 €m |
January to September 2016 €m |
Per cent change |
|
|---|---|---|---|
| Revenue | 112 | 120 | (6.7) |
| EBITDA | 6 | 13 | (53.8) |
| EBITA | 2 | 8 | (75.0) |
On 2 October 2017, Groupe M6 finalised the acquisition of the entire share capital of RTL Radio (France), including the radio stations RTL, RTL 2 and Fun Radio, their sales house IP France, RTL net and RTL Spécial Marketing. RTL Radio (France) will be consolidated under Groupe M6 in any financial statements for the periods from 1 October 2017.
In the latest audience survey by Médiamétrie for the period July to August 2017, RTL Radio (France)'s three radio stations reached a combined average audience share of 17.3 per cent.
The average audience share of the flagship station RTL Radio was 10.7 per cent (July to August 2016: 11.9 per cent). RTL Radio attracted a stable average of 5.7 million listeners a day (July to August 2016: 5.7 million listeners a day).
RTL 2 reached an average audience share over the period of 3.1 per cent (January to September 2016: 3.7 per cent). Fun Radio registered an average audience share of 3.5 per cent in the first nine months of 2017. Following a disputed allegation that Fun Radio had influenced the audience results unfairly, Médiamétrie published the radio audience figures of the survey covering the period July to August 2016 without Fun Radio. Therefore, RTL Radio is not in a position to publish comparable audience shares for Fun Radio for this period.
According to the latest available Médiamétrie results, covering the month of September 2017, RTL Radio has confirmed its position as the leading radio brand in France, achieving an average of 8.9 million unique visitors per month up 28 per cent compared to September 2016.
This section comprises the fully consolidated businesses RTL Hungary, RTL Croatia, the German radio business, and the investment accounted for using the equity method, Atresmedia in Spain. It also includes RTL Group's digital assets BroadbandTV, StyleHaul and SpotX.
In the first nine months of 2017, the Hungarian net commercial TV advertising market (excluding state spend) was estimated to be down by 0.4 per cent. Despite this, RTL Hungary's revenue increased to €76 million (January to September 2016: €71 million), mainly driven by platform revenue of the main channel RTL Klub which can be collected since summer 2016. The unit's EBITDA doubled, now reaching €20 million (January to September 2016: €10 million), reflecting higher revenue and a significant positive one-off effect from a change in the ad tax law during the reporting period.
With a combined average prime-time audience share of 31.3 per cent among viewers aged 18 to 49 (January to September 2016: 33.8 per cent), the gap between the Hungarian RTL family of channels and its competitor TV2 Group was 10.7 percentage points (January to September 2016: 17.7 percentage points).
Flagship channel RTL Klub attracted an average 16.3 per cent of viewers aged 18 to 49 in prime time (January to September 2016: 18.3 per cent), well ahead of its closest commercial competitor TV2 with 9.7 per cent (January to September 2016: 10.0 per cent). RTL Hungary's cable channels achieved a combined prime-time audience share of 15.0 per cent in the target group (January to September 2016: 15.5 per cent).
The catch-up TV service RTL Most is the leading local brand for professionally produced online video content. The service registered 19.9 million video views in the reporting period (January to September 2016: 23.1 million video views).
In Croatia, the net TV advertising market was estimated to be down 10.0 per cent, with RTL Croatia clearly outperforming the market. Revenue remained stable at €25 million (January to September 2016: €25 million), while EBITDA was down at minus €3 million, mainly reflecting higher programming cost (January to September 2016: minus €1 million).
RTL Croatia's channels achieved a combined primetime audience share of 30.0 per cent in the target audience 18 to 49 (January to September 2016: 28.0 per cent). The increase is the result of stronger performances of RTL Televizija and RTL2.
The flagship channel RTL Televizija recorded a prime-time audience share of 20.0 per cent (January to September 2016: 17.9 per cent). RTL2's audience share increased to 7.4 per cent in prime time (January to September 2016: 7.1 per cent), while the only free-to-air children's channel RTL Kockica had a daytime22 audience share of 24.6 per cent in target group of children aged 4 to 14 (January to September 2016: 18.5 per cent).
In the first nine months of 2017, RTL Croatia's digital platforms recorded an increase of 62 per cent in its page views and reached 310 million (January to September 2016: 191 million). Its number of monthly unique visitors increased by 32 per cent to 1,159 million (January to September 2016: 812 million).
22 Daytime: 7:00 to 20:00
Atresmedia in Spain: The Spanish net TV advertising market was estimated to be up 0.8 per cent year on year. Driven by the first time consolidation of Smartclip Latam23 as of July 2017, Atresmedia's total revenue grew by 2.0 per cent to €755 million (January to September 2016: €740 million), while first-nine months operating profit (EBITDA) was down by 1.9 per cent to €149 million (January to September 2016: €151 million). The company's net profit for the reporting period was slightly up at €103 million. The profit share of RTL Group was stable at €19 million.
In the first nine months of 2017, Atresmedia's family of channels recorded an audience share of 28.4 per cent in the target group of viewers aged 25 to 59 (January to September 2016: 29.6 per cent). Flagship channel Antena 3 achieved an audience share of 12.3 per cent in the same target group (January to September 2016: 12.8 per cent) and Atresmedia's second largest channel, La Sexta, scored an audience share of 7.1 per cent in the target audience (January to September 2016: 8.1 per cent).
RTL Radio Deutschland reported revenue decreasing to €34 million (January to September 2016: €37 million), reflecting lower radio advertising revenue. As a result, EBITDA decreased to €4 million (January to September 2016: €6 million).
The RTL Digital Hub bundles RTL Group's investments in the online video segment, in particular BroadbandTV, StyleHaul and SpotX. It also includes the minority shareholdings in Clypd, a company specialising in the automated sale of linear TV advertising, and VideoAmp, a platform for crossscreen data optimisation.
BroadbandTV, a digital entertainment company which exists to empower creators and inspire audiences, continued to be the market leader across all relevant metrics in its industry in the first nine months of 2017, including total views and hours watched. Currently, the business achieves 29.4 billion monthly impressions and 259 million hours viewed per month. In January to September 2017, BroadbandTV registered a total of 244.5 billion video views24 – up 69 per cent year on year. BroadbandTV's revenue was up 60 per cent compared to the same period in 2016.
StyleHaul continued to be the market leader in the style category with over 19.8 billion views on YouTube, 2.9 billion likes and almost 49 million comments on Instagram year-to-date in the first nine months of 2017 – consistently ranking above platform averages respectively on engagement. The StyleHaul community of over 4,000 YouTube primary creators has grown globally to over 32,000 highly curated influencers across all social platforms. Further, StyleHaul continues to drive meaningful results with revenue growing 27 per cent year on year.
In the first nine months of 2017, SpotX's IFRS revenue was down 10 per cent compared to same period in 2016, mainly due to the elimination of clients that did not uphold SpotX's rigorous quality standards in addition to the lack of political spend. SpotX has been aggressively implementing marketleading brand safety initiatives in anticipation of ads.txt, an industry standard designed to eliminate arbitrage and fraud. SpotX has also invested heavily in advanced ad serving, header bidding and programmatic capabilities and is strongly positioned to enable its growing clientele of premium media owners including multi-channel video programming distributors, telcos, broadcasters and device manufacturers to safely sell inventory directly or in private marketplaces. Overall spend running through the SpotX platforms further continues to grow.
RTL Group lifts its EBITDA outlook for 2017 and confirms its revenue outlook for the full year 2017 (most recently communicated on 30 August 2017), assuming there will not be major changes in the economic climate across RTL Group's markets:
for the periods to 30 September
| Three months ended 30 September |
Nine months ended 30 September |
|||||
|---|---|---|---|---|---|---|
| Notes | 2017 €m |
2016 €m |
2017 €m |
2016 €m |
||
| Revenue | 1,372 | 1,352 | 4,350 | 4,230 | ||
| Other operating income | 8. | 26 | 9 | 42 | 92 | |
| Consumption of current programme rights | (446) | (446) | (1,429) | (1,372) | ||
| Depreciation, amortisation, impairment and valuation allowance | (64) | (48) | (159) | (150) | ||
| Other operating expenses | (692) | (700) | (2,108) | (2,085) | ||
| Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries | (3) | (3) | (11) | (11) | ||
| Gain from sale of subsidiaries, other investments and re-measurement to fair value | ||||||
| of pre-existing interest in acquiree | 7. | 7 | – | 21 | – | |
| Profit from operating activities | 200 | 164 | 706 | 704 | ||
| Share of results of investments accounted for using the equity method | 2 | 9 | 32 | 41 | ||
| Earnings before interest and taxes ("EBIT") | 4. | 202 | 173 | 738 | 745 | |
| Interest income | 1 | 1 | 3 | 4 | ||
| Interest expense | (7) | (6) | (19) | (20) | ||
| Financial results other than interest | 9. | 2 | (3) | 4 | 9 | |
| Profit before taxes | 198 | 165 | 726 | 738 | ||
| Income tax expense | (71) | (52) | (236) | (235) | ||
| Profit for the period | 127 | 113 | 490 | 503 | ||
| Attributable to: | ||||||
| RTL Group shareholders | 114 | 102 | 434 | 443 | ||
| Non-controlling interests | 13 | 11 | 56 | 60 | ||
| Profit for the period | 127 | 113 | 490 | 503 | ||
| EBITA | 4. | 199 | 176 | 732 | 756 | |
| Impairment of investments accounted for using the equity method | (2) | – | (4) | – | ||
| Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries | (3) | (3) | (11) | (11) | ||
| Re-measurement of earn-out arrangements | 1 | – | – | – | ||
| Gain from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree |
7. | 7 | – | 21 | – | |
| Earnings before interest and taxes ("EBIT") | 4. | 202 | 173 | 738 | 745 | |
| EBITDA | 4. | 263 | 224 | 889 | 903 | |
| Depreciation, amortisation and impairment | (67) | (51) | (168) | (158) | ||
| Impairment of investments accounted for using the equity method | (2) | – | (4) | – | ||
| Re-measurement of earn-out arrangements | 1 | – | – | – | ||
| Gain from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree |
7. | 7 | – | 21 | – | |
| Earnings before interest and taxes ("EBIT") | 4. | 202 | 173 | 738 | 745 | |
| Earnings per share (in €) | ||||||
| – Basic | 0.75 | 0.66 | 2.83 | 2.88 | ||
| – Diluted | 0.75 | 0.66 | 2.83 | 2.88 |
for the periods to 30 September
| Three months ended 30 September |
Nine months ended 30 September |
||||
|---|---|---|---|---|---|
| Notes | 2017 €m |
2016 €m |
2017 €m |
2016 €m |
|
| Profit for the period | 127 | 113 | 490 | 503 | |
| Other comprehensive income: | |||||
| Items that will not be reclassified to profit or loss: | |||||
| Re-measurement of post-employment benefit obligations | (1) | (12) | 5 | (33) | |
| Income tax | – | 3 | (2) | 7 | |
| (1) | (9) | 3 | (26) | ||
| Items that may be reclassified subsequently to profit or loss: | |||||
| Foreign currency translation differences | (30) | 1 | (64) | (6) | |
| Effective portion of changes in fair value of cash flow hedges 16. 2. |
(14) | (11) | (65) | (28) | |
| Income tax | 4 | 4 | 20 | 9 | |
| (10) | (7) | (45) | (19) | ||
| Change in fair value of cash flow hedges transferred to profit or loss 16. 2. |
(11) | (1) | (31) | (1) | |
| Income tax | 4 | – | 10 | – | |
| (7) | (1) | (21) | (1) | ||
| Fair value gains /(losses) on available-for-sale financial assets | (2) | 1 | (4) | 3 | |
| Income tax | – | – | – | – | |
| (2) | 1 | (4) | 3 | ||
| (49) | (6) | (134) | (23) | ||
| Other comprehensive loss for the period, net of income tax | (50) | (15) | (131) | (49) | |
| Total comprehensive income for the period | 77 | 98 | 359 | 454 | |
| Attributable to: | |||||
| RTL Group shareholders | 67 | 87 | 306 | 397 | |
| Non-controlling interests | 10 | 11 | 53 | 57 | |
| Total comprehensive income for the period | 77 | 98 | 359 | 454 |
| 30 September | 31 December | |
|---|---|---|
| Notes | 2017 €m |
2016 €m |
| Non-current assets | ||
| Programme and other rights | 100 | 100 |
| Goodwill | 3,035 | 3,039 |
| Other intangible assets | 247 | 225 |
| Property, plant and equipment | 354 | 290 |
| Investments accounted for using the equity method 11. |
408 | 427 |
| Loans and other financial assets | 142 | 167 |
| Deferred tax assets | 283 | 317 |
| 4,569 | 4,565 | |
| Current assets | ||
| Programme rights | 1,338 | 1,160 |
| Other inventories | 22 | 15 |
| Income tax receivable | 56 | 19 |
| Accounts receivable and other financial assets 18. 1. |
1,705 | 2,025 |
| Cash and cash equivalents | 335 | 433 |
| 3,456 | 3,652 | |
| Assets classified as held for sale 12. |
16 | 83 |
| Current liabilities | ||
| Loans and bank overdrafts | 860 | 493 |
| Income tax payable | 34 | 52 |
| Accounts payable 18. 1. |
2,631 | 2,842 |
| Provisions 15. |
106 | 145 |
| 3,631 | 3,532 | |
| Liabilities directly associated with non-current assets classified as held for sale 12. |
– | – |
| Net current assets/(liabilities) | (159) | 203 |
| Non-current liabilities | ||
| Loans 18. 1. |
577 | 517 |
| Accounts payable | 451 | 405 |
| Provisions 15. |
248 | 249 |
| Deferred tax liabilities | 36 | 45 |
| 1,312 | 1,216 | |
| Net assets | 3,098 | 3,552 |
| Equity attributable to RTL Group shareholders | 2,639 | 3,077 |
| Equity attributable to non-controlling interests | 459 | 475 |
| Equity | 3,098 | 3,552 |
for the periods to 30 September
| Currency | Reserves | Equity attributable to |
Equity attributable to |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Treasury shares |
translation reserve |
Hedging reserve |
Revaluation reserve |
and retained earnings |
RTL Group shareholders |
non-controlling interests |
Total equity |
||
| Notes | €m | €m | €m | €m | €m | €m | €m | €m | €m | |
| Balance at 1 January 2016 | 192 | (47) | (117) | 48 | 73 | 2,805 | 2,954 | 455 | 3,409 | |
| Total comprehensive income: Profit for the period |
– | – | – | – | – | 443 | 443 | 60 | ||
| Foreign currency translation differences | – | – | (5) | – | – | – | (5) | (1) | 503 (6) |
|
| Effective portion of changes in fair value | ||||||||||
| of cash flow hedges, net of tax | 16. 2. | – | – | – | (19) | – | – | (19) | – | (19) |
| Change in fair value of cash flow hedges | ||||||||||
| transferred to profit or loss, net of tax | – | – | – | (1) | – | – | (1) | – | (1) | |
| Fair value gains on available-for-sale financial assets, net of tax |
– | – | – | – | 3 | – | 3 | – | 3 | |
| Re-measurement of post-employment | ||||||||||
| benefit obligations, net of tax | – | – | – | – | – | (24) | (24) | (2) | (26) | |
| – | – | (5) | (20) | 3 | 419 | 397 | 57 | 454 | ||
| Capital transactions with owners: Dividends |
16. 3. | – | – | – | – | – | (614) | (614) | (71) | (685) |
| Cancellation of shares | – | – | – | – | – | (2) | (2) | – | (2) | |
| Equity-settled transactions, net of tax | – | – | – | – | – | 4 | 4 | 3 | 7 | |
| Transactions on non-controlling interests | ||||||||||
| without a change in control | 17. | – | – | – | – | – | (4) | (4) | (1) | (5) |
| Transactions on non-controlling interests | ||||||||||
| with a change in control | 17. | – | – | – | – | – | (3) | (3) | 1 | (2) |
| Derivatives on equity instruments | – | – | – | – | – | 1 | 1 | 1 | 2 | |
| Transactions on treasury shares of associates | – | – | – | – | – | (2) | (2) | – | (2) | |
| – | – | – | – | – | (620) | (620) | (67) | (687) | ||
| Balance at 30 September 2016 | 192 | (47) | (122) | 28 | 76 | 2,604 | 2,731 | 445 | 3,176 | |
| Balance at 1 January 2017 | 192 | (48) | (84) | 52 | 75 | 2,890 | 3,077 | 475 | 3,552 | |
| Total comprehensive income: | ||||||||||
| Profit for the period | – | – | – | – | – | 434 | 434 | 56 | 490 | |
| Foreign currency translation differences | – | – | (62) | – | – | – | (62) | (2) | (64) | |
| Effective portion of changes in fair value | ||||||||||
| of cash flow hedges, net of tax | 16. 2. | – | – | – | (44) | – | – | (44) | (1) | (45) |
| Change in fair value of cash flow hedges | ||||||||||
| transferred to profit and loss, net of tax | – | – | – | (21) | – | – | (21) | – | (21) | |
| Fair value losses on available-for-sale financial assets, net of tax |
– | – | – | – | (4) | – | (4) | – | (4) | |
| Re-measurement of post-employment | ||||||||||
| benefit obligations, net of tax | – | – | – | – | – | 3 | 3 | – | 3 | |
| – | – | (62) | (65) | (4) | 437 | 306 | 53 | 359 | ||
| Capital transactions with owners: | ||||||||||
| Dividends | 16. 3. | – | – | – | – | – | (614) | (614) | (70) | (684) |
| Equity-settled transactions, net of tax | – | – | – | – | – | 4 | 4 | 4 | 8 | |
| Disposal of treasury shares | 16. 1. | – | 1 | – | – | – | – | 1 | – | 1 |
| Transactions on non-controlling interests without a change in control |
17. | – | – | – | – | – | (126) | (126) | (2) | (128) |
| Transactions on non-controlling interests | ||||||||||
| with a change in control | 17. | – | – | – | – | – | (8) | (8) | – | (8) |
| Derivatives on equity instruments | – | – | – | – | – | (1) | (1) | (1) | (2) | |
| – | 1 | – | – | – | (745) | (744) | (69) | (813) | ||
| Balance at 30 September 2017 | 192 | (47) | (146) | (13) | 71 | 2,582 | 2,639 | 459 | 3,098 |
for the periods to 30 September
| Three months ended 30 September |
Nine months ended 30 September |
||||
|---|---|---|---|---|---|
| Notes | 2017 €m |
2016 €m |
2017 €m |
2016 €m |
|
| Cash flows from operating activities | |||||
| Profit before taxes | 198 | 165 | 726 | 738 | |
| Adjustments for: | |||||
| – Depreciation and amortisation | 64 | 52 | 165 | 154 | |
| – Value adjustments, impairment and provisions | 5 | (6) | 63 | 62 | |
| – Share-based payments expenses | 3 | 3 | 8 | 7 | |
| – Re-measurement of earn-out arrangements | (1) | – | – | – | |
| – Gain on disposal of assets | (25) | (3) | (40) | (20) | |
| – Financial results including net interest expense and share of results of investments accounted for using the equity method |
– | 16 | 14 | 23 | |
| Use of provisions | (34) | (21) | (76) | (57) | |
| Working capital changes | 3 | 48 | (169) | (60) | |
| Income taxes paid | (40) | (32) | (304) | (222) | |
| Net cash from operating activities | 173 | 222 | 387 | 625 | |
| Cash flows from investing activities | |||||
| Acquisitions of: | |||||
| – Programme and other rights 6. |
(26) | (25) | (73) | (95) | |
| – Subsidiaries, net of cash acquired 7. |
(16) | (9) | (44) | (57) | |
| – Other intangible and tangible assets | (59) | (40) | (121) | (94) | |
| – Other investments and financial assets 11. |
(14) | (4) | (35) | (35) | |
| (115) | (78) | (273) | (281) | ||
| Proceeds from the sale of intangible and tangible assets 12. |
15 | 5 | 62 | 47 | |
| Disposal of other subsidiaries, net of cash disposed of | 2 | – | 2 | – | |
| Proceeds from the sale of investments accounted for using the equity method, | |||||
| other investments and financial assets | 4 | 4 | 6 | 5 | |
| Interest received | 1 | 1 | 3 | 3 | |
| 22 | 10 | 73 | 55 | ||
| Net cash used in investing activities | (93) | (68) | (200) | (226) | |
| Cash flows from financing activities | |||||
| Interest paid | (1) | (1) | (16) | (16) | |
| Transactions on non-controlling interests | (6) | (7) | (6) | (8) | |
| Disposal of treasury shares | – | – | 1 | – | |
| Term loan facility due to shareholder 18. 1. |
106 | 53 | 408 | 215 | |
| Proceeds from loans 6. |
59 | 7 | 90 | 34 | |
| Repayment of loans 6. 18. 2. |
(15) | (6) | (75) | (14) | |
| Dividends paid | (163) | (165) | (683) | (686) | |
| Net cash used in financing activities | (20) | (119) | (281) | (475) | |
| Net increase/(decrease) in cash and cash equivalents | 60 | 35 | (94) | (76) | |
| Cash and cash equivalents and bank overdrafts at beginning of period | 272 | 329 | 431 | 444 | |
| Effect of exchange rate fluctuation on cash held | (2) | (2) | (7) | (6) | |
| Effect of cash in disposal group held for sale | – | (1) | – | (1) | |
| Cash and cash equivalents and bank overdrafts at end of period | 330 | 361 | 330 | 361 |
RTL Group SA (the "Company"), the parent company, is domiciled and incorporated in Luxembourg. This condensed consolidated interim financial information is presented in accordance with the requirements of IAS 34 Interim Financial Reporting as adopted by the European Union and should be read in conjunction with the consolidated annual financial statements for the year ended 31 December 2016.
RTL Group ("the Group") forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate within the level of its current facilities. Management have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore, RTL Group continues to adopt the going concern basis in preparing its condensed consolidated interim financial information.
This condensed consolidated interim financial information was approved on 8 November 2017 by the Audit Committee upon delegation granted by the Board of Directors.
The accounting policies applied in the interim consolidated financial statements as of and for the period ended 30 September 2017 are the same as for the consolidated financial statements as of and for the year ended 31 December 2016, which form the basis for this condensed consolidated interim financial information.
The new standards, amendments to existing standards and interpretations can be found in the consolidated financial statements for the financial year 2016.
The assessment of the impact of the following new standards and interpretation not yet effective and not been early adopted by the Group can be found in the condensed consolidated interim financial information for the six month period ended 30 June 2017.
Additionally, the following new standard, amendments to existing standards and interpretation, that are not yet effective, have not been early adopted by the Group:
1 Endorsed by the European Union (EU) for periods beginning on or after 1 January 2018
2 This standard and interpretation
have not yet been endorsed by the EU 3 Clarifications to IFRS 15
have not yet been endorsed by the EU
The preparation of condensed consolidated interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial information, the significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2016.
In the framework of its decision of 27 July 2017 to renew M6's TV broadcasting authorisation, the French Conseil Supérieur de l'Audiovisuel ("CSA") also decided to remove the rule that no shareholder could exercise more than 34 per cent of the voting rights in Groupe M6 (the "34 % Rule"). The new TV broadcasting authorisation, and therefore the removal of the 34% Rule, will enter into force on 1 January 2018. In the previous years, the 34% Rule only applied to RTL Group in practice, which in any case had de facto control over Groupe M6.
Ahead of the finalisation of the terms and conditions of a new long-term incentive plan ("LTIP") for senior management covering the period 2017-2019, RTL Group's management have accrued an amount of €13 million as at 30 September 2017 (September 2016: €15 million) based upon the same contractual terms as the previous plan (2014-2016). This management estimate will be revised once the new LTIP (2017-2019) has been approved in its entirety.
FremantleMedia distributes a catalogue of children's and family titles to broadcasters and exploits ancillary rights. Advances made to production companies increased to €26 million at 30 September 2017 (€18 million at 31 December 2016). Significant judgment is applied when assessing the recoverability of advances paid for titles related to the Kids and Entertainment division.
RTL Group reports different alternative performance measures not defined by IFRS that management believe are relevant for measuring the performance of the operations, the financial position and cash flows and in decision making. These key performance indicators (KPIs) also provide additional information for users of the financial statements regarding the management of the Group on a consistent basis over time and regularity of reporting.
RTL Group's KPIs may not be comparable to similarly titled measures reported by other groups due to differences in the way these measures are calculated.
EBIT, EBITA and EBITDA are indicators of the operating profitability of the Group. These alternative performance measures are presented on page 25 of the condensed consolidated interim financial information.
EBITA represents earnings before interest and taxes (EBIT) excluding some elements of the income statement:
EBITA is a component of the RTL Group Value Added (RVA, see below) and presents the advantage to consistently include the consumption, depreciation and impairment losses on programmes and other rights for all businesses that RTL Group operates regardless of their classification on the consolidated statement of financial position (current or non-current).
EBITDA represents earnings before interest and taxes (EBIT) excluding some elements of the income statement:
EBITDA is largely used by the financial community, especially by the rating agencies when calculating the "net debt to EBITDA ratio".
The net debt is the gross balance sheet financial debt adjusted for:
| September 2017 €m |
September 2016 4 €m |
|
|---|---|---|
| Current loans and bank overdrafts | (860) | (830) |
| Non-current loans | (577) | (527) |
| (1,437) | (1,357) | |
| Deduction of: | ||
| Cash and cash equivalents | 335 | 365 |
| Marketable securities and other short-term investments | 5 | 1 |
| Financial assets related to the sales and leasebacks | – | 2 |
Operating cash conversion ratio (OCC) means operating free cash flow divided by EBITA, operating free cash flow being net cash from operating activities adjusted as follows:
Net debt (1,097) (989)
| September | September | |
|---|---|---|
| 2017 €m |
2016 €m |
|
| Net cash from operating activities | 387 | 625 |
| Adjusted by: | ||
| – Income tax paid | 304 | 222 |
| Acquisitions of: | ||
| – Programme and other rights | (73) | (95) |
| – Other intangible and tangible assets | (121) | (94) |
| Proceeds from the sale of intangible and tangible assets | 62 | 47 |
| Operating free cash flow | 559 | 705 |
| EBITA | 732 | 756 |
| Operating cash conversion ratio | 76% | 93% |
The operating cash conversion ratio reflects the level of operating profits converted into cash available for investors after incorporation of the minimum investments required to sustain the current profitability of the business and before reimbursement of funded debts (interest included) and payment of income taxes. The operating cash conversion of RTL Group's operations is subject to seasonality and may decrease at the time the Group significantly increases its investments in operations with longer operating cycles. RTL Group historically had, and expects in the future to have, a strong OCC due to a high focus on working capital and capital expenditure throughout the operations.
4 September 2016 represented (the cash pooling accounts receivable are no more included in the net debt, €1 million at 30 September 2016)
The central performance indicator for assessing the profitability from operations and return on invested capital is RTL Group Value Added (RVA). RVA measures the profit realised above and beyond the expected return on invested capital. This form of value orientation is reflected in strategic investment and portfolio planning – including the management of Group operations – and is the basis for senior management variable compensation.
The RVA is the difference between net operating profit after tax (NOPAT), defined as EBITA adjusted for a uniform tax rate of 33 per cent, and cost of capital.
The NOPAT corresponds to the sum of (i) EBITA of fully consolidated entities and share of result of investments accounted for using the equity method not already taxed adjusted for a uniform tax rate of 33 per cent, and (ii) share of result of investments accounted for using the equity method already taxed.
The cost of capital is the product of the weighted average cost of capital (a uniform 8 per cent after tax) and the average invested capital (operating assets less non-interest bearing operating liabilities as reported in note 6). 66 per cent of the present value of operating leases and of satellite transponder service agreements are also taken into account when calculating the average invested capital.
| September 2017 |
September 2016 |
|
|---|---|---|
| €m | €m | |
| EBITA | 732 | 756 |
| Deduction of shares of results of investments accounted for using the equity method and already taxed | (17) | (20) |
| 715 | 736 | |
| Net basis after deduction of uniform tax rate | 479 | 493 |
| Shares of results of investments accounted for using the equity method and already taxed | 17 | 20 |
| NOPAT | 496 | 513 |
| Invested capital at beginning of year | 4,181 | 4,006 |
| Invested capital at end of the period | 4,354 | 4,161 |
| 66 per cent of the net present value of operating leases and satellite transponder service agreements at beginning of year |
320 | 327 |
| 66 per cent of the net present value of operating leases and satellite transponder service agreements at end of the period |
300 | 331 |
| Adjusted average invested capital | 4,578 | 4,413 |
| Cost of capital | 275 | 265 |
| RVA | 221 | 248 |
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.
This condensed consolidated interim financial information does not include all financial risk management information and disclosures required in the annual consolidated financial statements; they should be read in conjunction with the Group's consolidated financial statements as at 31 December 2016. There has been no change in the risk management policies and organisation since year end.
Except for the long-term loan arrangement with Bertelsmann SA & Co. KGaA, the fair value of each class of financial assets and liabilities are equivalent to their carrying amount.
The fair value of the 10-year-term facility − calculated as the present value of the payments associated with the debt and based on the applicable yield curve and RTL Group credit spread − amounts to €546 million (31 December 2016: €557 million).
The following table presents the Group's financial assets and liabilities measured at fair value.
The different levels have been defined as follows:
| Total €m |
Level 1 €m |
Level 2 €m |
Level 3 €m |
|---|---|---|---|
| 58 | 5 | – | 53 |
| 31 | – | 31 | – |
| 89 | 5 | 31 | 53 |
| 41 | – | 41 | – |
| 18 | – | – | 18 |
| 59 | – | 41 | 18 |
There were no transfers between Levels 1, 2 and 3 during the nine-month period ended 30 September 2017.
| Total | Level 1 | Level 2 | Level 3 |
|---|---|---|---|
| €m | |||
| 58 | 9 | – | 49 |
| 111 | – | 111 | – |
| 3 | – | – | 3 |
| 172 | 9 | 111 | 52 |
| 38 | – | 38 | – |
| 28 | – | – | 28 |
| 66 | – | 38 | 28 |
| €m | €m | €m |
There were no transfers between Levels 1, 2 and 3 during the year 2016.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. These instruments are included in Level 1. The quoted market price used for financial assets by the Group is the current bid price.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
If one or more significant inputs is not based on observable market data, the instrument is included in Level 3.
The Group's finance department, which includes Group Treasury and Controlling teams, perform the recurring and non-recurring valuations of items to be valued at fair value for financial purposes, including Level 3 fair values. These teams report directly to the Chief Financial Officer, who reports to the Audit Committee at least once every quarter, in line with the Group's quarterly reporting dates. The main Level 3 related inputs used by RTL Group relate to the determination of the expected discounted cash flows as well as the discount rates used in the different valuations.
Specific valuation techniques used to value financial instruments include:
The following tables present the change in Level 3 instruments for the period ended 30 September:
| Total losses for the period included in profit or loss | ||||
|---|---|---|---|---|
| Balance at 30 September 2016 | 5 | 47 | 52 | 28 |
| ("Financial results other than interest") | (1) | – | (1) | – |
| Gains and losses recognised in profit or loss | ||||
| Balance at 1 January 2016 | 6 | 47 | 53 | 28 |
| Financial assets at fair value through profit or loss €m |
Assets Available for-sale investments €m |
Total assets €m |
Liabilities Liabilities at fair value through profit or loss €m |
|
| Total gains/(losses) for the period included in profit or loss for assets and liabilities held at the end of the reporting period |
– | – | – | – |
| Balance at 30 September 2017 | – | 53 | 53 | 18 |
| Other changes | (3) | – | (3) | (15) |
| Gains and losses recognised in profit or loss ("Financial results other than interest") |
– | – | – | 5 |
| Acquisitions and additions | – | 4 | 4 | – |
| Balance at 1 January 2017 | 3 | 49 | 52 | 28 |
| through profit or loss €m |
for-sale investments €m |
Total assets €m |
through profit or loss €m |
|
| at fair value | Available | at fair value | ||
| Financial assets | Assets | Liabilities Liabilities |
| Mediengruppe RTL Deutschland |
Groupe M6 | FremantleMedia | RTL Nederland | RTL Belgium | RTL Radio (France) | Other segments | Eliminations | Total Group | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended 30 September | 2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
| Revenue from external customers | 497 | 462 | 273 | 262 | 299 | 313 | 104 | 111 | 38 | 37 | 33 | 35 | 128 | 132 | – | – | 1,372 | 1,352 |
| Inter-segment revenue | 1 | – | – | – | 36 | 31 | – | – | 1 | – | – | 1 | 11 | 9 | (49) | (41) | – | – |
| Total revenue | 498 | 462 | 273 | 262 | 335 | 344 | 104 | 111 | 39 | 37 | 33 | 36 | 139 | 141 | (49) | (41) | 1,372 | 1,352 |
| Profit/(loss) from operating activities | 128 | 101 | 41 | 33 | 21 | 16 | 23 | 26 | 3 | 4 | (1) | (3) | (15) | (13) | – | – | 200 | 164 |
| Share of results of investments accounted for using the equity method | 2 | 5 | – | – | (3) | 1 | – | – | – | – | – | – | 3 | 3 | – | – | 2 | 9 |
| EBIT | 130 | 106 | 41 | 33 | 18 | 17 | 23 | 26 | 3 | 4 | (1) | (3) | (12) | (10) | – | – | 202 | 173 |
| EBITDA | 135 | 109 | 86 | 63 | 20 | 22 | 26 | 30 | 4 | 4 | – | (1) | (8) | (3) | – | – | 263 | 224 |
| Depreciation and amortisation (amortisation and impairment of fair value adjustments on acquisitions of subsidiaries excluded) |
(5) | (3) | (44) | (29) | (2) | (5) | (3) | (4) | (1) | – | (1) | (2) | (8) | (5) | – | – | (64) | (48) |
| EBITA | 130 | 106 | 42 | 34 | 18 | 17 | 23 | 26 | 3 | 4 | (1) | (3) | (16) | (8) | – | – | 199 | 176 |
| Impairment of investments accounted for using the equity method | – | – | – | – | (2) | – | – | – | – | – | – | – | – | – | – | – | (2) | – |
| Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries |
– | – | (1) | (1) | 1 | – | – | – | – | – | – | – | (3) | (2) | – | – | (3) | (3) |
| Re-measurement of earn-out arrangements | – | – | – | – | 1 | – | – | – | – | – | – | – | – | – | – | – | 1 | – |
| Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree |
– | – | – | – | – | – | – | – | – | – | – | – | 7 | – | – | – | 7 | – |
| EBIT | 130 | 106 | 41 | 33 | 18 | 17 | 23 | 26 | 3 | 4 | (1) | (3) | (12) | (10) | – | – | 202 | 173 |
| Interest income | 1 | 1 | ||||||||||||||||
| Interest expense | (7) | (6) | ||||||||||||||||
| Financial results other than interest | 2 | (3) | ||||||||||||||||
| Income tax expense | (71) | (52) | ||||||||||||||||
| Profit for the period | 127 | 113 | ||||||||||||||||
| Mediengruppe RTL Deutschland |
Groupe M6 | FremantleMedia | RTL Nederland | RTL Belgium | RTL Radio (France) | Other segments | Eliminations | Total Group | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nine months ended 30 September | 2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
2017 €m |
2016 €m |
| Revenue from external customers | 1,572 1,500 | 930 | 905 | 870 | 862 | 330 | 347 | 134 | 140 | 111 | 118 | 403 | 358 | – | – | 4,350 4,230 | ||
| Inter-segment revenue | 1 | 1 | 7 | 5 | 113 | 100 | – | – | 1 | 1 | 1 | 2 | 32 | 29 | (155) | (138) | – | – |
| Total revenue | 1,573 1,501 | 937 | 910 | 983 | 962 | 330 | 347 | 135 | 141 | 112 | 120 | 435 | 387 | (155) | (138) | 4,350 4,230 | ||
| Profit/(loss) from operating activities | 467 | 445 | 158 | 168 | 48 | 47 | 37 | 52 | 20 | 26 | 2 | 8 | (26) | (42) | – | – | 706 | 704 |
| Share of results of investments accounted for using the equity method | 20 | 22 | 1 | 1 | (5) | – | (1) | – | – | – | – | – | 17 | 18 | – | – | 32 | 41 |
| EBIT | 487 | 467 | 159 | 169 | 43 | 47 | 36 | 52 | 20 | 26 | 2 | 8 | (9) | (24) | – | – | 738 | 745 |
| EBITDA | 500 | 477 | 258 | 270 | 60 | 61 | 46 | 60 | 23 | 29 | 6 | 13 | (4) | (7) | – | – | 889 | 903 |
| Depreciation and amortisation (amortisation and impairment of fair value adjustments on acquisitions of subsidiaries excluded) |
(12) | (9) | (95) | (97) | (13) | (14) | (10) | (8) | (3) | (3) | (4) | (5) | (20) | (11) | – | – | (157) | (147) |
| EBITA | 488 | 468 | 163 | 173 | 47 | 47 | 36 | 52 | 20 | 26 | 2 | 8 | (24) | (18) | – | – | 732 | 756 |
| Impairment of investments accounted for using the equity method | – | – | – | – | (4) | – | – | – | – | – | – | – | – | – | – | – | (4) | – |
| Amortisation and impairment of fair value adjustments on acquisitions of subsidiaries |
(1) | (1) | (4) | (4) | – | – | – | – | – | – | – | (6) | (6) | – | – | (11) | (11) | |
| Re-measurement of earn-out arrangements | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – |
| Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree |
– | – | – | – | – | – | – | – | – | – | – | 21 | – | – | – | 21 | – | |
| EBIT | 487 | 467 | 159 | 169 | 43 | 47 | 36 | 52 | 20 | 26 | 2 | 8 | (9) | (24) | – | – | 738 | 745 |
| Interest income | 3 | 4 | ||||||||||||||||
| Interest expense | (19) | (20) | ||||||||||||||||
| Financial results other than interest | 4 | 9 | ||||||||||||||||
| Income tax expense | (236) | (235) | ||||||||||||||||
| Profit for the period | 490 | 503 |
Interim report January – September 2017
| RTL Deutschland | Mediengruppe | Groupe M69 FremantleMedia10 |
RTL Nederland RTL Belgium11 |
RTL Radio (France)12 | Other segments13 | Eliminations | Total Group | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
September 2017 €m |
December 2016 €m |
|
| Segment assets (assets classified as held for sale and investments accounted for using the equity method excluded) |
1,695 | 1,620 | 1,613 | 1,564 | 1,997 | 1,930 | 405 | 405 | 162 | 171 | 142 | 144 | 698 | 748 | (148) | (158) | 6,564 | 6,424 |
| Investments accounted for using the equity method | 65 | 79 | 11 | 9 | 15 | 34 | 8 | 6 | – | – | – | – | 309 | 299 | – | – | 408 | 427 |
| Assets classified as held for sale | – | – | – | – | – | – | – | – | – | – | – | – | 16 | 83 | – | – | 16 | 83 |
| Segment assets | 1,760 | 1,699 | 1,624 | 1,573 | 2,012 | 1,964 | 413 | 411 | 162 | 171 | 142 | 144 | 1,023 | 1,130 | (148) | (158) | 6,988 | 6,934 |
| Segment liabilities (liabilities directly associated with non-current assets classified as held for sale excluded) |
1,035 | 1,074 | 577 | 581 | 537 | 540 | 137 | 148 | 85 | 96 | 61 | 57 | 346 | 411 | (144) | (154) | 2,634 | 2,753 |
| Liabilities directly associated with non-current assets classified as held for sale | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – |
| Segment liabilities | 1,035 | 1,074 | 577 | 581 | 537 | 540 | 137 | 148 | 85 | 96 | 61 | 57 | 346 | 411 | (144) | (154) | 2,634 | 2,753 |
| Invested capital | 725 | 625 | 1,047 | 992 | 1,475 | 1,424 | 276 | 263 | 77 | 75 | 81 | 87 | 678 | 719 | (4) | (4) | 4,354 | 4,181 |
| Segment assets | 6,988 | 6,934 | ||||||||||||||||
| Deferred tax assets | 283 | 317 | ||||||||||||||||
| Income tax receivable | 56 | 19 | ||||||||||||||||
| Other assets | 379 | 597 | ||||||||||||||||
| Cash and cash equivalents | 335 | 433 | ||||||||||||||||
| Total assets | 8,041 | 8,300 | ||||||||||||||||
| Segment liabilities | 2,634 | 2,753 | ||||||||||||||||
| Deferred tax liabilities | 36 | 45 | ||||||||||||||||
| Income tax payable | 34 | 52 | ||||||||||||||||
| Other liabilities | 2,239 | 1,898 | ||||||||||||||||
| Total liabilities | 4,943 | 4,748 | ||||||||||||||||
9 Groupe M6 was the main contributor to the acquisitions of programme and other rights reported at 30 September 2017 by the Group in the investing activities (€47 million; 30 September 2016: €87 million). Groupe M6 has secured during the third quarter of 2017 an external funding of €170 million, including a bond issue (EuroPP – 7 years) of €50 million and three bilateral credit facilities with a maturity of 5 years; at 30 September 2017, the bond had been issued
10 Wildside Srl benefited from new loans for €34 million and reimbursed an amount of €26 million during the nine months ended 30 September 2017 (nine months ended 30 September 2016: €20 million and €6 million, respectively)
11 RTL Belgium has announced on 14 September 2017 a transformation plan. No restructuring provision has been recognised at 30 September 2017 as there is a significant reasonable likelihood that staff representatives and management will discuss alternatives to the announced preliminary plan, making the outcome and timing of the latter unknown at the reporting date
12 Accounting misstatements over previous years in the Group reporting of the French radio segment had conducted the Group to recognise at 31 December 2016 the following adjustments through the income statement without impact on cash and on the net cash from operating activities: ■ EBITA ("Other operating expenses") €(11.2) million
■ Income tax €3.8 million
■ Profit of the year attributable to RTL Group shareholders €(7.4) million
For the first nine months of 2016, revenue overstatement amounted to €1.1 million, and understatement of EBITA, EBITDA and net result of the French radio segment amounted to €1.7 million, €1.7 million and €0.7 million, respectively, which have been corrected in the last quarter of 2016
13 The Hungarian Parliament passed the amendment of the Advertising Tax Act on 16 May 2017 increasing the rate from 5.3 per cent to 7.5 per cent of ad revenue from 1 July 2017. The act also entitles RTL Hungary to a tax exemption for revenue below HUF 100 million for previous years
in accordance with the requirements of the European Union. Accordingly, the Group has recognised an income of €8.5 million at 30 September 2017 reported in deduction of the "Other operating expenses"
Had the business combinations occurred at the beginning of the year, the revenue and the profit attributable to RTL Group would not have materially changed.
On 2 February 2017, UFA Film und Fernseh GmbH entered into an agreement with the controlling shareholders of Divimove GmbH ("Divimove") to modify the corporate governance of the company. This change provided the control to RTL Group and extended the exercise period of the call option over the remaining 24.5 per cent until 31 December 2019, at the latest. The strike price of the option is based on a variable component. The fair value of the derivative was €nil million at completion date and remains unchanged at 30 September 2017.
The transaction qualifies as a business combination since RTL Group gained the control of Divimove. Before the 2 February 2017, Divimove was accounted for using the equity method. The group has recognised a gain of €14 million as a result of re-measuring at fair value its 75.5 per cent interest previously held in Divimove. This fair value was measured by reference to the discounted cash flow model used by management. The related gain is reported in "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree".
The purchase consideration amounts to €(3) million, net of cash acquired. RTL Group has recognised identifiable intangible assets (customer contracts) for a fair value of €0.6 million and a corresponding deferred tax liability of €0.2 million. As a result, a provisional goodwill of €27 million has been recognised. The latter is attributable mainly to the skills and talent of Divimove's workforce. It is not tax deductible. Divimove operates as a separate cash generating unit within the FremantleMedia segment.
The transaction-related costs are insignificant.
| Fair value at date of gain of control €m |
|
|---|---|
| Cash and cash equivalents | 3 |
| Other intangible assets | 1 |
| Accounts receivable and other financial assets | 3 |
| Loans | (1) |
| Accounts payable | (4) |
| Net deferred tax liabilities | – |
| Non-controlling interests | (1) |
| Net assets acquired | 1 |
| Provisional goodwill | 27 |
| Fair value of previously held equity interests | (25) |
| Call option | (3) |
| Total purchase consideration | – |
| Cash and cash equivalents in operations acquired | (3) |
| Cash inflow on acquisition | (3) |
On 20 July 2017, Groupe M6 acquired 100 per cent of the share capital of Fidélité Films SAS ("Fidélité"). Fidélité holds a catalogue of 42 feature films, including Asterix et Obelix au service de sa Majesté, Le petit Nicolas, Les vacances du petit Nicolas and De l'autre côté du lit. With this targeted acquisition, Groupe M6 continues to consolidate its activities of distribution of audiovisual rights by extending its catalogue, which now contains almost 1,300 full-length feature films.
The transaction qualifies as a business combination since RTL Group gained the control of Fidélité.
The purchase consideration amounts to €7 million, net of cash acquired and is contingent on a cash-anddebt position. The fair value of identified assets has been allocated to the catalogue for €5 million and to other accounts receivable for €6 million. A corresponding deferred tax liability has been recognised for €4 million. As a result, a provisional goodwill of €2 million, attributable to expected synergy benefits, has been recognised. The goodwill is not tax deductible. Fidélité is allocated to the Groupe M6 cash generating unit.
The transaction-related costs are insignificant.
| Fair value at date of gain of control €m |
|
|---|---|
| Non-current programme and other rights | 5 |
| Accounts receivable and other financial assets | 13 |
| Loans | (1) |
| Accounts payable | (8) |
| Net deferred tax liabilities | (4) |
| Net assets acquired | 5 |
| Provisional goodwill | 2 |
| Total purchase consideration | 7 |
| Cash and cash equivalents in operations acquired | – |
| Deferred consideration | (2) |
| Cash outflow on acquisition | 5 |
On 18 September 2017, RTL Nederland BV ("RTL Nederland") acquired 60 per cent of the share capital of Adfactor BV ("Adfactor"), a Dutch company based in The Hague. Adfactor is specialised in digital content marketing (native advertising) and has an extensive network of influencers and content makers. By combining Adfactor's network with RTL Nederland's multi-platform network RTL MCN and others, advertisers will have even more options for deploying campaigns customised by both parties to reach the right target group.
The transaction qualifies as a business combination since RTL Group gained the control of Adfactor.
The purchase consideration amounts to €7 million, net of cash acquired. As a result, a provisional goodwill of €8 million has been recognised. The goodwill is not tax deductible. Adfactor is allocated to the RTL Nederland cash generating unit.
The remaining 40 per cent are subject to options exercisable in the period 2020–2021. The strike price of the put option is based on a variable component and capped at €22.5 million on a 100 per cent basis. The related amount has been initially recognised as a financial liability for €6 million through equity for the present value of the redemption amount. The financial liability is subsequently measured at amortised cost and remains unchanged at 30 September 2017.
The transaction-related costs are insignificant.
| Fair value at date of gain of control €m |
|
|---|---|
| Cash and cash equivalents | 1 |
| Accounts receivable and other financial assets | 3 |
| Accounts payable | (4) |
| Net assets acquired | – |
| Provisional goodwill | 8 |
| Total purchase consideration | 8 |
| Cash and cash equivalents in operations acquired | (1) |
| Cash outflow on acquisition | 7 |
On 18 September 2017, FremantleMedia Australia Pty Ltd ("FremantleMedia") acquired 75 per cent of the share capital of Easy Tiger Productions ("Easy Tiger"), an Australian television production company focused on prime-time scripted drama series. The acquisition is in line with the growth strategy of strengthening the creative pipeline.
The transaction qualifies as a business combination since RTL Group gained the control of Easy Tiger.
The purchase consideration amounts to €5 million net of cash acquired and includes a top-up adjustment based on the level of profitability. As a result, a provisional goodwill of €7 million has been recognised. The goodwill is not tax deductible. Easy Tiger is allocated to the FremantleMedia cash generating unit.
The remaining 25 per cent interest is subject of call and put options exercisable in 2023. The exercise of the put option is subject to a financial performance threshold. The put option has been recognised at the acquisition date for an amount of €2 million through equity as a liability representing the present value of the redemption amount. The financial liability is subsequently measured at amortised cost and remains unchanged at 30 September 2017.
Transaction-related costs of €0.3 million, mainly consisting of legal fees and due diligence costs, are reported in "Other operating expenses".
| Fair value at date of gain of control €m |
|
|---|---|
| Cash and cash equivalents | 1 |
| Current programme rights | 3 |
| Accounts receivable and other financial assets | 5 |
| Loans | (4) |
| Accounts payable | (6) |
| Net assets acquired | (1) |
| Provisional goodwill | 7 |
| Total purchase consideration | 6 |
| Cash and cash equivalents in operations acquired | (1) |
| Cash outflow on acquisition | 5 |
In addition, for a period of 2 years from 31 January 2017, the non-controlling shareholders are entitled to an exit mechanism whereby they can first offer their stake to RTL Group and, if RTL Group does not accept the offer, drag RTL Group's stake in a 100 per cent sale of the company at a price at least equal to the price offered to RTL Group. RTL Group, on the other hand, has a right to sell the company in a 100 per cent sale at any time by dragging the non-controlling shareholders' stake.
■ On 15 July 2017, RTL Group has disposed all the shares held in RTL CBS Asia Entertainment Network LLP ("RTL CBS") for USD 1 and has generated a capital gain of €4 million, reported in "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree".
2017
| €m | |
|---|---|
| Current programme rights | (5) |
| Accounts receivable and other financial assets | (2) |
| Accounts payable | 5 |
| Non-controlling interests | 1 |
| Net assets disposed | (1) |
| Waiver of financial liability | 5 |
| Gain on disposal | 4 |
| Waiver of financial liability | (5) |
| Cash inflow on disposal | – |
On 11 January 2016, FremantleMedia Netherlands BV ("FremantleMedia") acquired 51 per cent of Abot Hameiri Communications Ltd ("AH"), an Israeli content development and TV production company, which primarily focuses on the development and production of both established and original entertainment, scripted drama and factual programmes. The acquisition was in line with the growth strategy of strengthening the creative pipeline and entering new markets. The transaction qualified as a business combination since RTL Group gained the control of AH. The purchase consideration of €7 million, net of cash acquired, included a top-up adjustment based on the level of profitability realised in 2015, estimated at €1 million as at 31 March 2016 and paid during the second quarter 2016. The purchase accounting realised during the second quarter 2016 did not lead to the recognition of additional identifiable assets and liabilities. Goodwill of €8 million represented the value of creative talent and market competence of Abot Hameri workforce. The goodwill is not tax deductible. AH was allocated to the FremantleMedia cash generating unit.
FremantleMedia holds an option on the remaining 49 per cent of the share capital. The strike price of the option, exercisable in 2021, is based on a variable component. The consideration for 100 per cent of AH is capped at €46 million. If RTL Group does not exercise the option, the non-controlling shareholders have a drag-along right and a call option. The fair value of the related derivative was €nil million at completion date and remains unchanged at 30 September 2017 (€nil million at 31 December 2016).
Transaction-related costs of €0.2 million, mainly consisting of legal fees and due diligence costs, were reported in "Other operating expenses" in 2016.
| Fair value at date of gain of control €m |
|
|---|---|
| Cash and cash equivalents | 1 |
| Current programme rights | 7 |
| Accounts receivable and other financial assets | 1 |
| Accounts payable | (9) |
| Net assets acquired | – |
| Goodwill | 8 |
| Total purchase consideration | 8 |
| Cash and cash equivalents in operations acquired | (1) |
| Cash outflow on acquisition | 7 |
On 11 March 2016, RTL Group Vermögensverwaltung GmbH entered into an agreement to acquire 93.75 per cent of smartclip Holding AG and five of its subsidiaries operating in Germany, Italy, the Netherlands and Sweden ("Smartclip"). Smartclip bundles the online video advertising inventory of 700 publishers worldwide, and manages the integration and serving of video advertising to all internet-connected screens. As a strong sales house and technological innovator, Smartclip also creates solutions for Smart-TV and multiscreen advertising. Smartclip complements RTL Group's investments in digital advertising sales. The German cartel office approved the transaction on 22 April 2016. The transaction qualified as a business combination since RTL Group gained the control of Smartclip.
The purchase consideration amounted to €37 million, net of cash acquired. Intangible assets, recognised at the business combination date, included the trade name (€1 million) and customer contracts (€4 million). A corresponding deferred tax liability amounted to €1 million. Goodwill of €38 million was attributed to the skills and market competence of Smartclip's workforce and the synergies expected. The goodwill in connection with the acquisition is not tax deductible. Smartclip was allocated to the Mediengruppe RTL Deutschland cash-generating unit.
The remaining 6.25 per cent were subject to symmetrical put and call options exercisable in 2017. The strike price of the put option is based on a variable component and capped at €200 million on a 100 per cent basis. The related amount has been initially recognised as a financial liability for €4 million through equity for the present value of the redemption amount. The financial liability is subsequently measured at amortised cost and was re-measured to €6 million at 31 December 2016. The related expense of €2 million was reported in "Financial results other than interest".
Transaction-related costs of €0.2 million, mainly consisting of legal fees and due diligence costs, were reported in 2016 in "Other operating expenses".
Fair value
| at date of | |
|---|---|
| gain of control | |
| €m | |
| Cash and cash equivalents | 11 |
| Other intangible assets | 9 |
| Accounts receivable and other financial assets | 12 |
| Accounts payable | (20) |
| Net deferred tax liabilities | (1) |
| Non-controlling interests | (1) |
| Net assets acquired | 10 |
| Goodwill | 38 |
| Total purchase consideration | 48 |
| Cash and cash equivalents in operations acquired | (11) |
| Cash outflow on acquisition | 37 |
The initial purchase consideration of €48 million, contingent on cash-and-debt free position adjusted for normalised working capital, has been increased by €2 million and paid during the second quarter 2017. The goodwill has been adjusted accordingly at 30 June 2017.
Additionally, RTL Group has exercised its option in April 2017 for an amount of €6 million, which remains unpaid at 30 September 2017.
On 22 July 2016, Groupe M6 acquired 100 per cent of Mandarin Cinéma SAS ("Mandarin Cinéma"). Mandarin Cinéma, which is based in France, holds a catalogue of 32 feature films. With this targeted acquisition, Groupe M6 continued the consolidation of its activities of distribution of audiovisual rights by extending its catalogue, which contained almost 1,300 full-length feature films. The transaction qualified as a business acquisition since RTL Group gained the control of Mandarin Cinéma.
The purchase consideration amounted to €12 million, net of cash acquired. The purchase agreement included an earn-out mechanism based on a variable performance component; the contingent consideration was estimated and recognised for €1 million. The fair value of identified assets was allocated to the catalogue for €7 million and to other accounts receivable for €7 million. A corresponding deferred tax liability was recognised for €4 million. Goodwill of €2 million was attributed to expected synergy benefits. The goodwill arising from the transaction is not tax deductible. Mandarin Cinema was allocated to the Groupe M6 cash-generating unit.
Transaction-related costs were insignificant.
| Fair value at date of gain of control |
|
|---|---|
| €m | |
| Cash and cash equivalents | 3 |
| Non-current programme and other rights | 7 |
| Accounts receivable and other financial assets | 12 |
| Accounts payable | (4) |
| Loans | (1) |
| Net deferred tax liabilities | (4) |
| Net assets acquired | 13 |
| Goodwill | 2 |
| Total purchase consideration | 15 |
| Contingent consideration | (1) |
| Cash and cash equivalents in operations acquired | (3) |
| Cash outflow on acquisition | 11 |
Detail of the net assets acquired and goodwill are as follows:
| Purchase consideration | |
|---|---|
| – Cash paid | 49 |
| – Deferred consideration | 2 |
| – Payments on prior years' acquisitions | (30) |
| Total purchase consideration | 21 |
| Less: | |
| Fair value of previously held equity interests | 25 |
| Call option | 3 |
| Fair value of net assets acquired | (5) |
| Goodwill | 44 |
2017 €m
2017 Fair value
The net assets and liabilities acquired and goodwill are as follows:
| €m | |
|---|---|
| Cash and cash equivalents | 5 |
| Non-current programme and other rights | 5 |
| Other intangible assets | 1 |
| Current programme rights | 3 |
| Accounts receivable and other financial assets | 24 |
| Accounts payable | (22) |
| Loans | (6) |
| Net deferred tax liabilities | (4) |
| Non-controlling interests | (1) |
| Net assets acquired | 5 |
| Goodwill | 44 |
| Fair value of previously held equity interests | (25) |
| Call option | (3) |
| Total purchase consideration | 21 |
| Deferred consideration | (2) |
| Payments on prior years' acquisitions | 30 |
| Cash and cash equivalents in operations acquired | (5) |
| Cash outflow on acquisitions | 44 |
As announced on 27 May 2016, Groupe M6 and Orange jointly agreed to gradually transfer M6 Mobile customers to Orange services. M6 mobile by Orange customers keep their services as well as all the related benefits, such as the management of the customer community by Groupe M6, until their transfer. As such, Groupe M6 continues to manage and benefit from the account holder base and trademark licence until 30 June 2019. In addition, Groupe M6 recognised and cashed-in a contractual compensation of €50 million at 30 September 2016.
| September 2017 |
September 2016 |
||
|---|---|---|---|
| Note | €m | €m | |
| Cash flow hedges ineffectiveness | 12 | 9 | |
| Net gain on other financial instruments at fair value through profit or loss | 7. | (5) | (1) |
| Other financial results | (3) | 1 | |
| 4 | 9 |
During the first six months of 2017, RTL Group's management conducted impairment tests on some cash generating units ("CGU") and investments accounted for using the equity method where indications of a possible change in recoverable amount arose and on those that had the most limited headroom as at 31 December 2016.
RTL Group management consider that there was no indication during the third quarter to change the conclusions disclosed in the June 2017 interim report.
On 3 March 2017, Groupe M6, through its subsidiary M6 interactions SAS, announced the launch of 6&7 SAS, a new music production and publishing label. M6 interactions SAS holds 49 per cent of 6&7. An initial contribution of €1 million was made by Groupe M6 to the company on 28 March 2017. The related carrying amount is €1 million at 30 September 2017.
In April and June 2017, RTL Group, through its subsidiary UFA Film und Fernseh GmbH, participated in a Series B funding round of VideoAmp, Inc. for an aggregate amount of USD 5 million, increasing its share in the company from 21.5 per cent to 25 per cent on a non-diluted basis (24 per cent on a fully-diluted basis). The Group continues to have a significant influence over the company. As part of this Series B funding, VideoAmp, Inc. also issued a warrant in favor of UFA Film und Fernseh GmbH whereby UFA Film und Fernseh could receive, upon the execution by VideoAmp, Inc. and SpotX, Inc. of a hosting agreement, common stock equal to 2 per cent of all the issued and outstanding shares and options as of 19 July 2017 for an exercise price of USD 0.0001 per share. On 9 June 2017, SpotX and VideoAmp entered into the hosting agreement and, as a result, on 12 September 2017, UFA Film und Fernseh exercised its warrant and bought 648,429 shares of common stock for an aggregate price of USD 6,484 recognised at fair value below €1 million through the income statement.
On 21 April 2017, FremantleMedia Ltd ("FMM") entered with a 25 per cent stake for an amount of GBP 0.6 million, into the share capital of Duck Soup Films Limited ("DSF"), a Leeds-based production company. A loan agreement of GBP 1 million between FMM and DSF was executed on 21 April. The carrying amount of DSF is below €1 million at 30 June 2017. FMM holds call options on the remaining 75 per cent shares exercisable in 2022 and 2024. The strike price of the options is based on a variable component. If FMM does not exercise the call option in 2022 and 2024, the non-controlling shareholders will have the option to require FMM to purchase all the remaining shares, subject to certain conditions, or an option to acquire the shares held by the Group or drag FMM shares to a third party. The fair value of the derivatives is €nil million at 30 September 2017.
On 24 April 2017, IP Deutschland GmbH ("IPD") has acquired a 24.95 per cent stake for below €1 million in the company Goldbach Audience (Switzerland) AG ("GA"). GA is a subsidiary of the Goldbach Group and specialises in multi-screen advertising. The related carrying amount is €1 million at 30 September 2017.
On 27 April 2017, RTL Nederland ("RTL NL") acquired a 20 per cent stake for a cash investment of €2 million and €1 million media investment in the company Flinders BV ("FL"). FL is a Dutch-based company and operates mainly in the Netherlands, Belgium and Germany, offering design furniture and decoration. In case of a third party transaction RTL NL has the right to acquire the offered shares at the same terms. RTL NL can block a 100 per cent sale in case of a valuation below €20 million and as from 2021 RTL NL can force a sale in case of a valuation higher than €40 million. RTL NL always has the right to sell its shareholding in case of a sale. The related carrying amount is €3 million at 30 September 2017.
On 28 April 2017, FremantleMedia Ltd ("FMM") acquired a 25 per cent stake in Bend It TV ("Bend It"), a start-up production company, for an amount of GBP 0.5 million and an additional GBP 0.25 million if some specific conditions are met within 24 months of the completion date. A loan agreement for a total of GBP 1.25 million between FMM and Bend It was executed on 28 April 2017. The carrying amount of Bend It is below €1 million at 30 September 2017. FMM holds call options on the remaining 75 per cent of the shares exercisable in 2022 and 2024. The strike price of the options is based on a variable component. If FMM does not exercise the call option in 2022 and 2024, the non-controlling shareholders will have the option to require FMM to purchase all the remaining shares, subject to certain conditions, or an option to acquire the shares held by the Group or to drag FMM shares to a third party. The fair value of the derivatives is €nil million at 30 September 2017.
On 11 July 2017, RTL Group has disposed of all shares held in RTL 9 SA and RTL 9 SA & Cie SECS ("RTL 9") to AB Entertainment SA for €4 million and has generated a capital gain of €2 million, reported in "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree".
On 31 July 2017, RTL Group has acquired a 17.7 per cent (15.6 per cent on a fully diluted basis) stake in Inception VR, Inc. ("Inception"), a US entity with Israeli and UK subsidiaries, producing and distributing virtual reality content. The purchase consideration of €5 million has been contributed to the company. Although the Group holds less than 20 per cent of the equity shares of Inception, management consider that the Group exercises a significant influence in Inception in view of the representation of RTL Group on the Board of Directors and the participation in policy-making processes. The related carrying amount is €5 million at 30 September 2017.
On 18 September 2017, RTL Nederland BV acquired a 25 per cent stake for a non-significant amount in HelloSparkle BV ('"HelloSparkle") a Dutch company. HelloSparkle offers services in the area of online management of influencers and online consultancy and marketing.
On 14 April 2016, RTL Group exercised the option to acquire an additional 24.5 per cent interest, for €7 million, in Divimove GmbH bringing the Group's shareholding to 75.5 per cent; RTL Group continued to have a significant influence in Divimove GmbH at 30 June 2016. On 15 June 2016, the shareholders decided to amend the option agreement related to the last 24.5 per cent. The fair value of the derivative related to the call option remained unchanged at 30 June 2016 (€3 million) (30 September 2017: see note 7).
On 25 April 2016, FremantleMedia Ltd ("FremantleMedia") entered with a 25 per cent stake into the share capital of Dr Pluto Films Ltd ("Dr Pluto"), a newly created production company that will develop concepts across all genres and platforms. The carrying amount of Dr Pluto is below €1 million at 30 September 2017 (31 December 2016: below €1 million). In addition, FremantleMedia granted a loan facility of GBP 0.5 million to Dr Pluto. FremantleMedia holds call options on the remaining 75 per cent shares exercisable in 2021 and 2023. The strike price of the options is based on a variable component. If FremantleMedia exercises its 2021 call option but not the 2023 one, the other shareholders will have the option to require FremantleMedia to purchase all the remaining shares, subject to certain conditions. In the event that FremantleMedia does not exercise the call options, the holders of the 75 per cent interest have the option to acquire the shares held by the Group or drag FremantleMedia shares to a sale with a third party. The fair value of the derivatives is €nil million at 30 September 2017 (31 December 2016: €nil million).
Atresmedia implemented a share buy-back programme in the second quarter of 2016 to acquire shares for the remuneration plan for directors and senior management. The programme was approved at the Ordinary General Meeting of Shareholders held on 20 April 2016. Consequently, a total of 791,880 shares were acquired by Atresmedia. In June 2016, Atresmedia met its commitment to deliver shares to Gala Desarrollos Comerciales, S.L. linked to the merger with La Sexta's shareholders; Atresmedia transferred 789,738 treasury shares. This was the final delivery of shares under this agreement.
On 30 November 2015, FremantleMedia Ltd and Squawka Ltd ("Squawka") entered in a contractual arrangement and a loan agreement for a total of €2 million, of which less than €1 million was paid at 31 December 2015. Once the full amount of the loan was paid, FremantleMedia had the option to convert it and to acquire a minority shareholding in Squawka and an additional option to acquire a further minority shareholding through a capital injection. At 31 December 2015, FremantleMedia was not a shareholder but jointly controlled Squawka on the basis of the contractual arrangement.
The initial contractual arrangement was modified in 2016 and as a result FremantleMedia no longer has the joint control but can exercise significant influence. The conversion of the loan (GBP 1.5 million) and a capital injection of GBP 3.5 million on 26 April 2016 provided a 35 per cent stake to FremantleMedia. FremantleMedia holds call options on the remaining 65 per cent shares exercisable in 2017 and 2020. The strike price of the options is based on a variable component. If FremantleMedia exercises its 2017 call option but not the 2020 one, the other shareholders will have the option to require FremantleMedia to purchase all the remaining shares, subject to certain conditions.
An impairment loss of €4 million related to Squawka Ltd ("Squawka") has been recognised at 30 September 2017, of which €2 million at 30 June 2017. The carrying amount of Squawka is €nil million at 30 September 2017 (December 2016: €5 million).
On 13 May 2016, FremantleMedia Ltd entered with a 25 per cent stake into the share capital of Wild Blue Productions Ltd (subsequently renamed Wild Blue Media Ltd, "Wild Blue"), a newly created production company that develops, produces and sells international non-scripted formats across factual, factual entertainment and live events genre. The carrying amount of Wild Blue is below €1 million at 30 September 2017 (31 December 2016: below €1 million). In addition, FremantleMedia granted Wild Blue a loan facility of GBP 0.5 million. FremantleMedia holds call options on the remaining 75 per cent shares exercisable in 2020 and 2022. The strike price of the options is based on a variable component. If FremantleMedia exercises its 2020 call option but not the 2022 one, the other shareholders will have the option to require FremantleMedia to purchase all the remaining shares, subject to certain conditions. In the event that FremantleMedia does not exercise the call options, the holders of the 75 per cent interest have the option to acquire the shares held by the Group or drag FremantleMedia shares to a sale with a third party. The fair value of the derivatives is €nil million at 30 September 2017 (€nil million at 31 December 2016).
On 25 May 2016, Fremantle Productions North America Inc ("FPNA") acquired for €2 million, 25 per cent stake in Eureka Productions LLC, a production company, incorporated on 16 December 2015, and its 100 per cent held subsidiary Eureka Productions Pty Ltd ("Eureka"). Eureka develops, sells and produces unscripted travelling formats (for instance reality competitions) and docu-series for leading broadcasters and cable networks in the US and Australia. The purchase accounting did not lead to the recognition of additional identifiable assets and liabilities. In addition, FPNA granted Eureka a loan facility of USD 6 million; the loan receivable amounts to USD 4 million at 30 June 2016. The carrying amount of Eureka is €2 million at 30 September 2017 (31 December 2016: €2.5 million). FPNA holds call options on the remaining 75 per cent shares exercisable in 2020 and 2022. The strike price of the options is based on a variable component. If FPNA exercises its 2020 call option but not the 2022 one, the other shareholders will have the option to require FPNA to purchase all the remaining shares, subject to certain conditions. In the event that FPNA does not exercise the call options, the holders of the 75 per cent interests have the option to acquire the shares held by the Group or drag FPNA shares to a sale with a third party. The fair value of the derivatives is €nil million at 30 September 2017 (€nil million at 31 December 2016).
On 7 June 2016, FremantleMedia Ltd entered with a 25 per cent stake into the share capital of Dancing Ledge Productions Ltd ("Dancing Ledge"), a newly created production company that will develop, produce and sell international scripted formats across the US and UK markets. The carrying amount of Dancing Ledge is below €1 million at 30 September 2017 (31 December 2016: below €1 million). In addition, FremantleMedia granted a loan facility of GBP 0.5 million. FremantleMedia holds call options on the remaining 75 per cent shares exercisable in 2021 and 2023. The strike price of the options is based on a variable component. If FremantleMedia exercises its 2021 call option but not the 2023 one, the other shareholders will have the option to require FremantleMedia to purchase all the remaining shares, subject to certain conditions. In the event that FremantleMedia does not exercise the call options, the holders of the 75 per cent interests have the option to acquire the shares held by the Group or drag FremantleMedia shares to a sale with a third party. The fair value of the derivatives is €nil million at 30 September 2017 (€nil million at 31 December 2016).
On 29 July 2016, Groupe M6 acquired a 34 per cent non-controlling stake in Elephorm SAS ("Elephorm"). Elephorm based in France, is a leader in the production of e-learning video content. The deal allows Groupe M6 to enter the online learning market. The related carrying amount is €3 million at 30 September 2017 (December 2016: €3 million). In addition, Groupe M6 holds call options on the remaining 66 per cent exercisable from 2018. The fair value of the related derivative is €nil million at 30 September 2017 (€nil million at 31 December 2016).
On 11 January 2017, IP Deutschland GmbH ("IPD") acquired 30.0 per cent of Q division GmbH ("Q division") through a capital increase of €0.4 million. Q division is a data dealer for automated media purchase and programmatic advertising. The transaction qualifies as a joint arrangement as IPD jointly controls the company. The related carrying amount is €0.4 million at 30 September 2017.
On 2 March 2017, RTL Nederland Ventures BV ("RTL Nederland") has increased its ownership from 32.6 per cent to 43.8 per cent of Heilzaam BV, renamed Solvo BV ("Solvo"). A contribution of €0.9 million was made by RTL Nederland to the company. As the corporate governance was not changed, Solvo continues to be jointly controlled. The related carrying amount is €2 million at 30 September 2017 (€1 million at 31 December 2016).
On 5 July 2017, RTL Nederland BV has disposed of all the shares held in Buurtfacts for €nil million and has generated a capital loss of €nil million.
On 1 September 2017, RTL Nederland Ventures BV has disposed of all the shares held in Reclamefolder BV for €2 million and has generated a capital gain of €1 million, reported in "Gain/(loss) from sale of subsidiaries, other investments and re-measurement to fair value of pre-existing interest in acquiree".
On 15 January 2016, RTL Nederland Ventures BV ("RTL Nederland") acquired 32.6 per cent of Heilzaam BV, operating eHealth information websites. The purchase consideration of €1 million was mainly contributed to the company. The transaction qualified as a joint arrangement as RTL Nederland jointly controls the company.
On 26 October 2016, RTL Group entered into an agreement with a third party to sell Media Properties Sàrl ("Media Properties"). Media Properties owns RTL Group's new buildings ("RTL City") in Luxembourg. These buildings, which RTL Group aimed to leaseback, host the Corporate Centre and the other operations of the Group in Luxembourg. The disposal was expected to be completed during the second quarter of 2017. On 12 May 2017, the parties decided to renounce the transaction by common agreement. RTL Group management has decided not to pursue the sale process over the coming year. Accordingly, the buildings have been reclassified for an amount of €83 million in property, plant and equipment and the related amortisation catch-up charge retrospectively recognised over the second quarter for an insignificant amount.
During the first quarter of 2017, RTL Group has received €42 million related to disposals, realised over the previous years, of companies owning properties in Luxembourg (30 September 2016: €32 million).
Following the decision of RTL Group's Board of Directors on 21 July 2017, a sale agreement was concluded on 3 August 2017 for the disposal of the properties located on rue Bayard ("Golden triangle") in Paris and held by Bayard d'Antin SA. The sale proceeds amount to €113.9 million (VAT excluded); the capital gain is estimated at €86 million before income tax (€56 million net of income tax). The closing date is expected to be in December 2017; the criteria for classifying the properties in assets held for sale were met at 30 September 2017.
The Group's broadcast business is subject to strong seasonal fluctuations and hence the results for the first nine months of 2017 do not necessarily permit predictions as to its future performance. Advertising revenue is impacted by underlying economic conditions and the cyclical demand for advertising – which during the important fourth quarter normally offset the traditionally weaker summer months. Considerable uncertainty concerning the allocation of budgets between sales houses, notably in the Group's largest market of Germany, provides additional complications in terms of the full-year outcome.
The Group's content arm, FremantleMedia, usually generates a higher proportion of both revenue and EBITA in the second half of the year partly due to the seasonality of programme sales but also to the revenue generated by the distribution, licensing and merchandising business. This seasonality is not expected to be substantially different for 2017 but the timing of the delivery and/or exploitation of certain high value drama productions, combined with exchange rate volatility, is expected to impact revenue growth in the last quarter of 2017.
Digital revenue growth is also subject to strong seasonality but in 2017 is also being impacted by brand safety concerns around online video. These continued concerns may continue to impact the development of the Group's digital activities in the run-up to the end of the year.
The calculation of basic earnings per share is based on the profit attributable to RTL Group shareholders of €434 million (September 2016: €443 million) and a weighted average number of ordinary shares outstanding during the period of 153,549,707 (September 2016: 153,566,511) calculated as follows:
September 2017 September 2016
| Profit attributable to RTL Group shareholders (in €million) 434 Weighted average number of ordinary shares: Issued ordinary shares at 1 January 154,742,806 154,787,554 Capital decrease – |
443 |
|---|---|
| (21,067) | |
| (1,168,701) Effect of treasury shares held |
(1,168,701) |
| (24,398) Effect of liquidity programme |
(31,275) |
| Weighted average number of ordinary shares 153,549,707 153,566,511 |
|
| Basic earnings per share (in €) 2.83 |
2.88 |
| Diluted earnings per share (in €) 2.83 |
2.88 |
Provisions for litigation are described in the annual report 2016. No significant change occurred over the nine months period 2017. No further information is disclosed as it may harm the Group's position.
The Company's General Meeting held on 16 April 2014 had authorised the Board of Directors to acquire a total number of shares of the Company not exceeding 150,000 in addition to the own shares already held (i.e. 1,168,701 own shares) as of the date of the General Meeting. This authorisation is valid for five years and the purchase price per share is fixed at a minimum of 90 per cent and a maximum of 110 per cent of the average closing price of the RTL Group share over the last five trading days preceding the acquisition.
Following the shareholders' resolution and in order to foster the liquidity and regular trading of its shares that are listed on the stock market in Brussels and Luxembourg and the stability of the price of its shares, the Company has entered on 28 April 2014 into a liquidity agreement (the "Liquidity Agreement"). During the period ended 30 September 2017, under the Liquidity Agreement, the Liquidity Provider has:
At 30 September 2017, a total of 39,099 (31 December 2016: 47,488) RTL Group shares are held by the Company and €0.9 million (31 December 2016: €7.0 million) are in deposit with the Liquidity Provider under the terms of the Liquidity Agreement.
The hedging reserve (equity attributable to non-controlling interests included) comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.
Between 31 December 2016 and 30 September 2017, the hedging reserve decreased by €96 million, before tax effect. This consists of:
Between 31 December 2015 and 30 September 2016, the hedging reserve had decreased by €29 million before tax effect. This consisted of:
On 19 April 2017, the Annual General Meeting of Shareholders decided, after having taken into account the interim dividends of €1 per share paid on 8 September 2016, to distribute a final dividend of €3.00 per share. Accordingly, an amount of €460 million was paid out on 27 April 2017.
On 29 August 2017, RTL Group's Board of Directors authorised the distribution of an interim dividend of €1.00 per share. The payment on 7 September 2017 amounted to €154 million.
These transactions related to Divimove, Adfactor and Easy Tiger and (see note 7).
This related to Smartclip (see note 7).
Financing Deposits Bertelsmann SE & Co. KGaA
With the view to investing its cash surplus, RTL Group SA entered in 2006 with Bertelsmann SE & Co. KGaA (previously Bertelsmann AG) into a Deposit Agreement, the main terms of which are:
At 30 September 2017 and 31 December 2016, RTL Group SA did not hold any deposit with Bertelsmann SE & Co. KGaA. The interest income for the period is €nil million (September 2016: €nil million).
The interests in Gruner + Jahr GmbH & Co. KG and shares of Bertelsmann UK Ltd have also been granted as pledge by Bertelsmann SE & Co. KGaA to CLT-UFA SA, a subsidiary of RTL Group, in connection with the accounts receivable related to PLP and Compensation Agreements as defined below.
On 22 December 2011, RTL Group Deutschland GmbH, a Group company, and Bertelsmann SE & Co. KGaA entered into an agreement related to the deposit of surplus cash by RTL Group Deutschland GmbH with the shareholder. To secure the deposit, Bertelsmann pledged to RTL Group Deutschland GmbH its aggregate current partnership interest in Gruner + Jahr GmbH & Co. KG.
At 30 September 2017 and 31 December 2016, RTL Group Deutschland GmbH did not hold any deposit with Bertelsmann SE & Co. KGaA. The interest income for the period is €nil million (September 2016: €nil million).
RTL Group SA has additionally entered into a Treasury Agreement in North America with Bertelsmann Inc. Interest rates are based on US Libor plus 10 basis points. At 30 September 2017, the balance of the cash pooling receivable and payable amounts to €3 million (31 December 2016: €nil million). The interest income/ expense for the period is insignificant (September 2016: insignificant).
On 7 March 2013, RTL Group Deutschland GmbH, a Group company, and Bertelsmann SE & Co. KGaA entered into a shareholder loan agreement pursuant to which Bertelsmann makes available a term loan facility in the amount of €500 million and a revolving and swingline facility in the amount of up to €1 billion. The main terms of these facilities are:
The interest expense for the period amounts to €11 million (September 2016: €12 million). The commitment fee charge for the period amounts to €0.4 million (September 2016: €0.4 million).
On 26 June 2008, the Board of Directors of RTL Group agreed to proceed with the tax pooling of its indirect subsidiary RTL Group Deutschland GmbH ("RGD") into BCH, a direct subsidiary of Bertelsmann SE & Co. KGaA.
To that effect, RGD entered into a Profit and Loss Pooling Agreement ("PLP Agreement") with BCH for a six-year period starting 1 January 2008. Simultaneously, Bertelsmann SE & Co. KGaA entered into a Compensation Agreement with CLT-UFA SA, a direct subsidiary of RTL Group, providing for the payment to CLT-UFA SA of an amount compensating the above profit transfer and an additional commission ("Commission") amounting to 50 per cent of the tax saving based upon the taxable profit of RGD.
Through these agreements, as from 1 January 2008, Bertelsmann SE & Co. KGaA and the RGD sub-group of RTL Group are treated as a single entity for German income tax purposes.
As the PLP Agreement does not give any authority to BCH to instruct or control RGD, it affects neither RTL Group nor RGD's ability to manage their business, including their responsibility to optimise their tax structures as they deem fit. After six years, both PLP and Compensation Agreements are renewable on a yearly basis. RGD and CLT-UFA SA have the right to request the early termination of the PLP and Compensation Agreements under certain conditions.
On 15 May 2013, the Board of Directors of RTL Group agreed to the amendment of the Compensation Agreement in light of the consumption of the trade tax and corporate tax losses at the level of Bertelsmann SE and Co. KGaA and of the expected level of indebtness of RTL Group in the future. The PLP Agreement was slightly amended in 2015.
In the absence of specific guidance in IFRS, RTL Group has elected to recognise current income taxes related to the RGD sub-group based on the amounts payable to Bertelsmann SE & Co. KGaA and BCH as a result of the PLP and Compensation Agreements described above. Deferred income taxes continue to be recognised, based upon the enacted tax rate, in the consolidated financial statements based on the amounts expected to be settled by the Group in the future. The Commission, being economically and contractually closely related to the Compensation, is accounted for as a reduction of the tax due under the Agreements.
For the interim periods, the Commission is determined on management's reasonable estimate on both expected annual taxable results of the tax group RGD and the tax group Bertelsmann SE & Co. KGaA. This estimate is reviewed on a quarterly basis to take into account actual year-to-date results and material known developments affecting the two entities for the remaining part of the year.
At 30 September 2017, the balance payable to BCH amounts to €383 million (31 December 2016: €578 million) and the balance receivable from Bertelsmann SE & Co. KGaA amounts to €297 million (31 December 2016: €423 million).
For the period ended 30 September 2017, the German income tax in relation to the tax pooling with Bertelsmann SE & Co. KGaA amounts to €86 million (September 2016: €94 million). The Commission amounts to €nil million (September 2016: €11 million).
The UK Group relief of FremantleMedia Group to Bertelsmann Group resulted in a tax income of €2 million (September 2016: €2 million).
All Danish entities under common control by an ultimate parent are subject to Danish tax consolidation, which is mandatory under Danish tax law. Blu A/S, a 100 per cent held subsidiary of RTL Group, was elected as the management company of the Bertelsmann Denmark Group.
At 30 September 2017, RTL Group owed a cash pooling payable to RTL Disney Fernsehen GmbH & Co. KG for an amount of €10 million (31 December 2016: €44 million).
On 31 March 2017, the State of the Grand Duchy of Luxembourg, RTL Group SA and CLT-UFA SA signed the renewal of the concessions. With these agreements, the mission covering the provision of public service broadcasting for Luxembourg has been extended for a period of three years, from 2021 to 2023, and the permissions concerning the frequencies of RTL Radio Luxembourg and Television have been extended to 2030. Bertelsmann SE & Co. KGaA, RTL Group SA and CLT-UFA SA committed to maintain the headquarters of the Corporate Centre of RTL Group and the operations of CLT-UFA SA and its technical service provider, Broadcasting Center Europe SA, in Luxembourg.
On 1 August 2017, MairDumont and Mediengruppe RTL Deutschland announced their intent to combine the activities of MairDumont Media and Netletix with the view to become experts in digital special-interest content advertising sales. The new entities Mairdumont Netletix also takes on all MairDumont Media and Netletix advertising mandates, giving Mairdumont Netletix, with over 200 publishers and 400 digital offerings, a combined audience of more than 20 million unique users per month. On 25 August 2017, the competition authorities approved the transaction, which was completed on 1 October 2017. RTL Group has significant influence in Mairdumont Netletix entities, which will be accounted for using the equity method.
The acquisition of RTL Radio (France) by Groupe M6 was completed on 1 October 2017. RTL Group management do not expect the proposed acquisition to have a material impact, except for the envisaged synergies. The dilution of RTL Group's ownership of RTL Radio (France) from 100 per cent to 48 per cent would not be significant in terms of profit and equity attributable to RTL Group shareholders. The transaction would also imply that the RTL Radio (France) segment (see in Note 6) would no longer be shown separately as from the closing of the transaction. RTL Radio (France) performance would be embedded into the Groupe M6 segment, which would not affect the latter significantly. Comparative segment information would be adjusted to reflect the transaction.
On 2 October 2017, FremantleMedia Limited ("FMM") acquired 25 per cent of Label1 Television Limited ("Label1") for below €1 million contributed to the company. Label1 is a non-scripted production company based in the UK. FMM has granted a loan facility of GBP 0.8 million and holds call options on the remaining 75 per cent of the shares exercisable in 2022 and 2024. The strike price of the options is based on a variable component. If FMM does not exercise the call option 2024, the non-controlling shareholders will have the option to require FMM to purchase all the remaining shares, subject to certain conditions, or an option to acquire the shares held by the Group or to drag FMM shares to a third party. FMM has significant influence in Label1, which will be accounted for using the equity method.
| 7 March 2018 | Full-year results 2017 |
|---|---|
| 17 May 2018 | Interim results January to March 2018 |
| 29 August 2018 | Half-year results 2018 |
| 8 November 2018 | Interim results January to September 2018 |
| Cover | VOX/ Bernd-Michael Maurer, Mediengruppe RTL Deutschland/Stefan Gregorow |
|---|---|
| Page 2 | Frank W. Hempel |
| Page 3 | RTL Group |
RTL Group RTLGroup.com 43, Bd Pierre Frieden Follow us on L – 1543 Luxembourg facebook.com/rtlgroup
| Media | Oliver Fahlbusch |
|---|---|
| Corporate Communications | |
| Phone: +352 2486 5200 | |
| [email protected] | |
Further information
Investor relations Andrew Buckhurst Investor Relations Phone: +352 2486 5074 [email protected]
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