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2009 at a glance

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Figures 2009 preliminary and unaudited. 2008 excl. CMore. Deconsolidation of CMore in November 2008. Recurring costs: Total costs excl. D&A and non-recurring (exceptional) items.

Recurring EBITDA

EUR 696.5m

Revenues 2009

EUR 2,760.8m

EUR 880.5m

Good ratings in

German core market

30.1%

Good results in a tough environment

All earnings figures

above the prior

year: net income of

EUR 144.5m

+6.0%

Good Q4

revenue performance

Recurring costs

reduced by

EUR 221.3m

+221.3%

+1.8%

-5.5%

-9.6%

+0.7%pt

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4

Improved audience

market shares

Ad shares in core

market increased

Financial goals

achieved

Ratings in core market Germany clearly improved

Denmark, Netherlands, Austria, Romania and

Finland above previous year’s level

Ad share in German market increased

Good acceptance of ad sales model

New sales subsidiary SevenOne AdFactory founded

Profitability strengthened

Efficiency goal exceeded

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9

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Setup of the new organization in

Munich in July 2009

New growth

initiatives defined

Launch of new and

leaner German TV

organization

Revenue

diversification

SevenOne AdFactory for innovative

cross-linked advertising campaigns

Successful launch of media for revenue share deals

Content and distribution subsidiary RedArrow launched

Further expansion of music business

Revenue increase of gaming and

online video advertising, but

9Live/Teletext declining

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9

2009: Major objectives achieved

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New Member of the Executive Board:

Dan Marks

Executive Board Member and Chief New Media Officer

Starts May 1st, 2010

Dan is a high profile international media expert

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Financials 2009

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8 Figures 2009 preliminary and unaudited. Deconsolidation of CMore in November 2008. *Total costs excl. D&A and non-recurring items. **EBITDA before non-recurring (exceptional) items.

Q4 2009 – Group:

profitability improved in a tough market

environment / Group revenues up

Revenues In EURm Recurring costs* In EURm Recurring EBITDA** In EURm

adj. CMore adj. CMore adj. CMore

34.9 32.7 876.8 864.6 880.5 620.1 604.4 576.2 279.3 282.8 307.2 0 200 400 600 800 1000 Q4 2008 Q4 2008 Q4 2009 0 200 400 600 800 1000 Q4 2008 Q4 2008 Q4 2009 0 50 100 150 200 250 300 350 400 Q4 2008 Q4 2008 Q4 2009 -4.7% +8.6% +1.8%

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Figures 2009 preliminary and unaudited. Deconsolidation of CMore in November 2008. *Recurring EBITDA: EBITDA before non-recurring (exceptional) items.

Revenues In EURm

Recurring EBITDA* In EURm

adj. CMore adj. CMore

22.5 25.2 3,054.2 2,922.2 2,760.8 674.5 656.8 696.5 0 500 1000 1500 2000 2500 3000 3500 2008 2008 2009 0 200 400 600 800 2008 2008 2009 -5.5% +6.0%

2009 – Group’s earnings situation:

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10 Figures 2009 preliminary and unaudited. *Total costs excl. D&A and non-recurring expenses.

2009 – Recurring costs:

EUR 221.3m cost reduction,

target of EUR 200m exceeded

Recurring costs* In EURm Non-recurring expenses In EURm 2,413.1 2,077.5 adj. CMore adj. CMore adj. CMore 85.7 85.0

Consumption of programming assets down by EUR 112.9m to EUR 1,068.6m (2008 adjusted for CMore).

Depreciation and amortization In EURm

**Incl. impairment on SBS goodwill of EUR 180m and write-down of EUR 29.8m on property in Berlin

0 500 1000 1500 2000 2500 3000 2008 2008 2009 2,298.8 -9.6% 0 20 40 60 80 100 2008 2009 0 100 200 300 400 2008 2009 147.5 351.2**

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Figures 2009 preliminary and unaudited.

2009 – Net income reconciliation:

net income significantly up

In EURm 2009 2008

adjusted for CMore

Net result (after minority interests) 144.5 -119.1

Purchase price allocation (after tax) 50.2 47.7

Currency valuation/Other -9.9 40.5

Goodwill impairment -/- 180.0

Underlying net income 184.8 149.1

2009: Net income and underlying net income improved,

early response on costs with significant positive results

2008: Net income 2008 reflects a non-cash SBS goodwill impairment charge of EUR 180.0m

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12 1,698.0 1,735.7 0 500 1000 1500 2000 2008 2009 705.2 797.3 0 250 500 750 1000 2008 2009 357.6 389.2 0 200 400 600 2008 2009 457.9 406.6 0 100 200 300 400 500 2008 2009 80.4 56.2 0 25 50 75 100 2008 2009 158.2 193.5 0 50 100 150 200 2008 2009

2009 – Segments:

our German stations outperformed the TV

ad market, lower advertising revenues due to macroeconomic conditions

Recurring EBITDA, in EURm Recurring EBITDA, in EURm Recurring EBITDA, in EURm

Figures 2009 preliminary and unaudited. Recurring EBITDA: EBITDA before non-recurring (exceptional) items. *Deconsolidation of CMore in November 2008. Diversification figures for 2008 excl. CMore. Revenue contribution of CMore in 2008: EUR 132.0m, recurring EBITDA contribution: EUR 17.7m.

External revenues, in EURm

International Free TV Diversification* German-speaking Free TV

External revenues, in EURm External revenues, in EURm

+12.6%

-2.2% -11.6%

-18.2%

-8.1%

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Figures 2009 preliminary and unaudited. Deconsolidation of CMore in November 2008. *2008 incl. CMore Debt facilities In EURm 0 500 1000 1500 2000

July 2014 July 2015 July 2014

600 RCF 1,771 Term Loans B 1,800 Term Loans C

2009 – Debt and liquidity:

good liquidity, reduction of net debt

Net debt down by EUR 112m to EUR 3.295bn

• Leverage (net debt/LTM recurring EBITDA) improved to 4.7x (2008: 5.05x)*

EUR 737m of cash on balance sheet

• EUR 67m of additional undrawn liquidity under the RCF

• Operating cash flow of EUR 1.478bn (2008: EUR 1.359bn)*

• EUR 1.227bn invested in programming assets

(2008: EUR 1.397bn, 2008 excl. CMore: EUR 1.298bn)

Dividend proposal of EUR 2.1m for 2009

• Management will propose the payment of the minimum dividend of EUR 0.02 to the preference shareholders. No dividend to the common shareholders. Respective shareholder resolution to be taken at the AGM held on June 29, 2010. Dividend payment date is June 30, 2010.

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Summary 2009:

good results in a difficult environment

Revenues Cost base Recurring EBITDA /net income Net debt/ liquidity

Generally difficult year but with improving trend in Q4 2009

Good performance across the group

Cost savings target (EUR 200m) exceeded

Good result given challenging market environment

Net debt reduced, leverage down to 4.7x

Dividend

Dividend proposal for fiscal 2009 of EUR 0.02 per

preference share

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Viewer markets 2009

Andreas Bartl, German Free TV Thomas Ebeling, CEO

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16 Basis: All German TV households (Germany + EU), 24 hours (Mon-Sun) 14-49 years. Source: AGF/GfK Fernsehforschung / TV Scope / SevenOne Media Audience Research.

1.3 5.5 11.8 10.8 29.4 1.3 6.1 11.9 10.8 30.1 ProSiebenSat.1 Group

SAT.1 ProSieben kabel eins N24

2008 2009

German Free TV business:

ratings improved 2009

TV audience shares in Germany

In percent, 2009 vs 2008

+0.7pts

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Good business and program performance in the challenging year 2009

Central scheduling co-ordination leading to optimized channel complimentarity and ratings success over 30%

Enhanced efficiency and lower costs by centralizing processes

Create synergies through

comprehensive use of functions

Full centralization of programming

departments for optimized use of creative forces

Commitment to public function of

information on TV, need to optimize news

German Free TV business:

successful launch of new free TV organization in July 2009

German TV stations SAT.1, ProSieben and kabel eins under one roof in a new structure in Munich

N24 and SAT.1 editorial departments stay in Berlin

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Programming outlook 2010

SAT.1 – The major brand for modern family TV

New, successful US series like „Vampire Diaries“, „Flash Forward“ and „The Good Wife“

Strong events with the new season of „Germany‘s next Topmodel by Heidi Klum“ and Stefan Raab events

Top-Blockbuster line up

ProSieben – The entertainment brand No.1 for the young media generation

Concentrates on its core values as a popular family channel

First schedule optimizations in effect, e.g. weekend

Top line up of SAT.1 original movies, US feature films and US series („Die Grenze“, „Crime Sunday“)

First formats of the new program strategy to be launched beginning in April, e.g. German series, „Perfect 10“
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kabel eins - Exciting, authentic, reliable and informative

N24 – Germany‘s leading news channel

Programming outlook 2010

Continues its dynamic success story

Powerful feature film line up

Successful sitcoms to be extended in daytime

Solid and successful in the very competitive news and documentary segment

Discussion on economic viability of news channel in group structure to be closed in H1
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Our programs shape public opinion and social values.

Journalistic diligence is a matter of course for us.

Our documentary programs, reports and fictional programs create awareness about critical topics and actively promote social integration.

Television is a key element of public culture.

German Free TV business:

We are fully aware of our social responsibility

Full Service Program Status is significant for us • News in ProSieben, SAT.1 and kabel eins are indispensable

• Information content covers 25 to 36 % of the program schedules

• Channel obligations (Regional Windows, Third Party Programs) are accepted but tie up 6% of program costs

ProSiebenSat.1 programs have public value – also besides “classic“ news output

• Some Examples: „Kerner“, „Galileo“, „Abenteuer Leben – täglich Wissen“

• Seven productions from German Free TV stations are actual nominated for Adolf Grimme Prize, thus „Galileo Spezial: Karawane der Hoffnung“ within the categorie „information and culture“

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Outlook 2010

– new station launches

FEM3 launched on January 1, 2010 in Hungary

sixx – Germany‘s only female channel will start in May 2010

Available for reception in about 14m German households

First run of US series, servicetainment, feature films and movies

Special sales model for attracting non TV advertisers

New special interest channel for women

Targets attractive audience for advertisers
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Netherlands

27.3%

Belgium

16.2%

Norway

12.9%

Sweden

15.1%

Denmark

15.3%

Finland

2.3%

Hungary

22.1%

Romania

7.3%

Switzerland

16.2%

Austria

17.3%

0.2%pt 1.8%pt 0.3%pt 0.0%pt 0.8%pt 1.1%pt 2.5%pt 0.4%pt 1.4%pt 1.6%pt

International viewer markets 2009

– generally satisfactory performance

CEE

NL/

Belgium

Nordic

Austria/

Switzerland

Figures refer to extended prime time audience shares / A+CH: 24 hours. The Netherlands: SBS 6, NET 5, Veronica; target demographic 20-49 years / Belgium: VT4, vijfTV; target demographic 15-44 years; Belgian figures refer to the region of Flanders / Hungary: TV2; target demographic 18-49 years / Romania: Prima TV, Kiss TV; target demographic 15-44 years; Romanian figures are based on the urban population. Figures refer to extended prime time audience shares. Sweden: Kanal 5, Kanal 9; target demographic 15-44 years / Denmark: Kanal 4, Kanal 5, 6‘eren,

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ProSiebenSat.1 has long term contracts with nearly every major studio. Business relations with programming suppliers further expanded in 2009.

Studio deals 2009/2010

Twentieth Century Fox (D, A, CH)

Sony Pictures International (D, BE)

The Walt Disney Company (D, RO)

Monarchy/New Regency (D, A, CH, BE, NL)

Tele München Gruppe (D)

CBS International (NL, BE, RO, HU)

NBC Universal (HU)

New sport deals 2009

UEFA Champions League 2009 - 2012 (A, HU)

UEFA Europa League 2009 – 2012 (A, CH)

Rich content pipeline

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Major trends for programming

Lean back / TV as a camp fire experience

Parallel and complementary usage of TV and online increases

Social communities becoming key reference point for consumers

Non-linear usage will increase

Interactivity increasingly important

Lighthouses supply viewer orientation and structure

Viewers’ visual experience needs to be enhanced

/3D3D
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Sales 2009

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26 0 1.000 2.000 3.000 4.000 5.000

Total TV ad market SevenOne Media

German sales performance 2009:

ProSiebenSat.1 outperforms

market, good performance in Q4

0 2.500 5.000 7.500 10.000

Total TV ad market SevenOne Media

FY 2009 - gross advertising market

2009 vs. 2008, in EURm

Q4 2009 - gross advertising market

Q4 2009 vs. Q4 2008, in EURm 9,389.5 9,124.4 +2.9% 4,031.7 3,751.0 +9.8% 3,154.6 2,872.6 1,203.5 1,344.1 +11.7% +7.5%

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10.3 5.5 6.5 36.6 41.1 11.1 5.1 6.5 34.3 42.9

SevenOne Media IP Germany El Cartel Media Public stations Others 2008 2009

German ad share performance 2009:

market share gains in 2009,

ProSiebenSat.1 strengthened leading competitive position

TV gross ad market share

In percent, 2009 vs 2008

Source: Nielsen Media Research. SevenOne Media incl. 9Live.

+1.8pts -2.3pts

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28 Source: Hungary TNS MI, rate card prices/ Sweden: SIFO Reklammätningar / The Netherlands: Nielsen Media Research.

1,032.9 3,080.1 1,064.0 3,060.6 0 1000 2000 3000 4000 Market P7S1

Gross TV Advertising 2009, in EURm vs 2008

322.6 964.9 339.2 1,004.8 0 400 800 1200 Market P7S1

Gross TV Advertising Q4 2009, in EURm vs Q4 2008

356.4 1,396.6 322.4 1,473.0 0 500 1000 1500 2000 Market P7S1 1,468.5 474.6 1,515.3 469.4 0 500 1000 1500 2000 Market P7S1 146.4 420.6 144.1 440.0 0 200 400 600 Market P7S1 94.8 398.0 85.3 414.4 0 100 200 300 400 500 Market P7S1

Sales performance in three biggest international markets 2009

-0.6%

The Netherlands Sweden Hungary

The Netherlands Sweden Hungary

2008 2009 +3.0% +5.2% +4.1% +5.5% -9.5% +4.1% -10.0% +3.2% -1.1% +4.6% -1.6%

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Share of Advertising in Netherlands, Belgium, Sweden, Norway, Denmark, Hungary and Romania refers to net share of advertising. *Start of TV Viisi in Q4 2008.

International ad share performance 2009

NL / Belgium

Nordic

CEE

Netherlands increased ad share

Modest decrease in Belgium

Small decrease in Sweden

Norway slightly improved ad market share

Denmark clearly up

Finland increased ad shares*

Slightly decreasing ad share in Hungary
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30 Source: Nielsen Media Research. Trend: Jan. 1 - Feb. 21, 2010.

Germany 2009/2010:

development of major advertising categories

Gross TV advertising of top 10 TV categories

2009 vs 2008, In EURm 472 476 513 576 638 645 648 861 1,229 1,761 200 400 600 800 1.000 1.200 1.400 1.600 1.800 Business Services Pharmacy Finance Telecommunication Trade and Shipment Beverages Motor Vehicles Media and Publishing Cosmetics and Toiletries Food Gross TV Advertising +2.9% +12.9% +11.9% +10.0% -6.5% -5.0% +22.9% -30.5% -10.4% +15.7% +11.9% 7,2779,390 Trend 2010 Sector weight 18.8% 13.1% 9.2% 6.9% 6.9% 6.8% 6.1% 5.5% 5.1% 5.0% 2009 vs 2008

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1.6 -5.6 3.3 -3.5 2.3 -0.2 -2.3 -1.6 1.8 -1.4 3.0 10.0 2.5 -5.3 4.3 2.0 5.5 -0.5 -2.0 1.4 1.6 -1.6 -15 -5 5 15

Germany Austria CH NL Belgium Sweden Norway Denmark Finland Hungary Romania Bulgaria

Outlook – Net TV ad market 2010:

research institutes expect

stabilization, but visibility remains low

WARC

ZenithOptimedia

TV ad investments (net)

Change 10 vs 09 in percent, at current prices

Source: WARC: European Advertising & Media Forecast December 2009, SevenOne Media, as at 12/22/2009. Source: ZenithOptimedia: Advertising Expenditure December 2009, SevenOne Media, as at 12/15/2009.

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Diversification 2009

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Online and video strategy pay off

maxdome is the leading video-on-demand portal in Germany with 25,000 titles

and approx. 200,000 active users

As of February 2010, maxdome offers new service to download and buy videos

19.27m unique users on ProSiebenSat.1’s networld

ProSiebenSat.1’ s core online portfolio is among Top 5 online marketers in Germany

Extraordinary growth of online video views from 103.4m (2008) up to 149.3m in 2009
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Games

– ProSiebenSat.1 plays on all platforms

Games business with double digit revenue growth in 2009

B2C revenues with box products (Nintendo DS, Nintendo Wii,

PlayStation and PC) and international online platforms (item selling, in-game-advertising)

With SevenGames.de ProSiebenSat.1 has started the first social gaming platform of a media company in Germany. Belgium, the Netherlands, Norway and Sweden followed step-by-step.

Initiatives 2010

International rollout will be expanded in 2010 with French and

English version to become leading social gaming platform in Europe

Relaunch of SAT1Spiele.de starting in Q3 2010
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Mobile services

ProSiebenSat.1 has become a leading

mobile player for audiovisual content in Germany

15 brands

available as mobile websites and apps

100.000 videos delivered to

14 mobile providers

in the past 12 months

500.000 video views

per month across all mobile properties

1.000.000 apps

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36 36

Music business with double digit revenue growth in 2009

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starwatch Music 2010

– besides extending key business,

starwatch enters two new markets

New gold artists already signed for 2010

Scorpions, Kim Wilde, Katherine Jenkins (already very successful in the UK with five Nr.1 albums) and Gregor Glanz (promising newcomer),

future winner of “Unser Star für Oslo”

Live entertain-ment

starwatch enters two adjactent markets

Build network with live entertainment companies

Three pillars:

starwatch artists live (e.g. Peter Maffay, Westernhagen, Scorpions), spin-off/new TV event concepts (e.g. GNT Casting Tour, Popstars Final), stand alone events (e.g. Starlight Express, Lindenberg Musical)

Start of TMA (a talent management platform) with Peter Olsson, PerformancePlus, to support and market external artists (actors, singers, talkmasters) as well as ProSiebenSat.1 faces

Artist manage-ment „classic“ music business 1. 2. 3.

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Strategic initiatives 2010

Thomas Ebeling, CEO
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Our market has great fundamentals

Human beings need and look for entertainment

and campfire experiences

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TV advertising can have an attractive future

Price pressure will continue but „quality“ considerations will re-emerge

Market will correlate with recovery of GDP development

TV + online is the winning future media mix, but TV remains key medium;

print loses ground

Sooner or later stronger need for TV advertising to support new products

will emerge again, like the internet, financial services or

the mobile phone industry

“Individualized” targeting, also on TV, could become a game changer and justify

higher prices (mid-term)

(41)

Opportunities in the market

Rebound of TV advertising market

Consumers are willing to pay for audiovisual entertainment

Huge need for (concierge) services

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What does it take to win tomorrow in TV?

Strong Free TV core business

Substantially more diversified revenue sources

High-efficiency, best-practice organization

3

2

1

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Strategic initiatives 2010

Complementary stations with content attractive for advertisers

Sales excellence with new sales & marketing tactics

and innovations

TV brands and content anywhere on all platforms

New income from hybrid-pay and paid content

Achieve financial targets

Create high-performance organization

Attractive, cost efficient content suited for linear consumption

Diversified entertainment portfolio

in adjacent markets Cost leadership

Strong Core TV Business Substantial, Diversified Revenue Sources

High-Efficiency,

Best-Practice Organization

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New sources for growth (1/2)

Advertising

Pay TV on all platforms

New business (non-TV customers); new ad formats; increase ad break reach; explore product placement; push online sales; test personal / regional targeting

Major contribution in Germany not before 2013/14; international continues to grow distribution income

Enhance quality of service, e.g. downloads on maxdome possible since February; HD programs

AdVoD; membership fees; transaction income, paid content

Red Arrow Entertainment Group

Develop M4RS deals; implement more projects and special initiatives

sixx (Germany); FEM 3 (Hungary)

1. 2. VoD 3. Online 4. Content production 5.

Media for revenue / equity 6.

New channels 7.

360-degree communication; cross-media advertising services; new clients for new channels

AdFactory 8.

SAT.1 web stick, SevenGames web stick; new apps (Lost, GNTM)

Mobile / Apps 9.

(45)

Establish online platform; line-up new artists

Expand portfolio, launch SevenGames.de in France / England, white label solutions

GNTM-licensing with new product line (C&A, Procter & Gamble, Ferrero);

Playboy: collect intern. top brands; new cooperation with Desperate Housewives

Start TMA, a talent management platform; sign new artists

Games 10. Merchandising 11. Music 12. Events 13. Artist management 14. Trademark fees 15.

TV event concepts (GNTM casting tour, POPSTARS final etc)

Continue to close gaps & identify new sources (“Leerträgervergütung”)

Idle library

16. Unlock value of unused program stock

Expand intern. distribution

17. Intensify program sales

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Key take aways

2009 goals (over) achieved

Challenging markets - opportunities exist

Competitive strategy - concrete actions for 2010

2010 will be another transition year with continuous focus

on cost management and a renewed emphasis on efficiency,

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48

This presentation contains “forward looking statements” regarding ProSiebenSat.1 Media AG (“ProSiebenSat.1”) or ProSiebenSat.1 Group, including opinions, estimates and projections regarding ProSiebenSat.1’s or ProSiebenSat.1 Group’s financial position, business strategy, plans and objectives of management and future operations. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of ProSiebenSat.1 or ProSiebenSat.1 Group to be materially different from future results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements speak only as of the date of this presentation and are based on numerous assumptions which may or may not prove to be correct.

No representation or warranty, express or implied, is made by ProSiebenSat.1 with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. The information in this presentation is subject to change without notice, it may be incomplete or condensed, and it may not contain all material information concerning ProSiebenSat.1 or ProSiebenSat.1 Group. ProSiebenSat.1 undertakes no obligation to publicly update or revise any forward looking statements or other information stated herein, whether as a result of new information, future events or otherwise.

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