FINANCIAL INFORMATION CONSOLIDATED FINANCIAL STATEMENTS OF PREMIERE AG (FORMERLY BLITZ GMBH) AND OF PREMIERE FERNSEHEN GMBH & CO KG

Transcription

1 FINANCIAL INFORMATION CONSOLIDATED FINANCIAL STATEMENTS OF PREMIERE AG (FORMERLY BLITZ GMBH) AND OF PREMIERE FERNSEHEN GMBH & CO KG Note: Premiere AG (former Blitz GmbH) acquired Premiere Fernsehen GmbH & Co. KG effective February 20, Therefore, the audited consolidated financial statements of Premiere Fernsehen for 2003 exist only as of and for the period from January 1, 2003 until February 19, While audited consolidated financial statements for Premiere AG exist as of and for the full year ended December 31, 2003, such audited consolidated financial statements reflect the acquired operating business acquired with Premiere Fernsehen as of February 20, 2003.

2 FINANCIAL INFORMATION CONSOLIDATED FINANCIAL STATEMENTS OF PREMIERE AG (FORMERLY BLITZ GMBH) AND OF PREMIERE FERNSEHEN GMBH & CO KG Overview pages: Consolidated financial statements (IFRS) of Premiere Fernsehen as of and for the years ended December 31, 2001, 2002, and as of February 19, 2003 and for the period January 1 to February 19, 2003 and consolidated financial statements (IFRS) of Premiere AG as of and for the years ended December 31, 2003 and F-3 Consolidated balance sheet... F-4 Consolidated statement of operations... F-5 Statement of changes in equity... F-6 Consolidated statement of cash flows... F-8 Consolidated financial statements (IFRS) of Premiere AG as of and for the year ended December 31, F-9 Consolidated balance sheet... F-10 Consolidated statement of operations... F-11 Statement of changes in equity... F-12 Consolidated statement of cash flows... F-13 Notes to the consolidated financial statements... F-14 Group management report for the financial year F-55 Auditors report on the Issuer s consolidated financial statements (IFRS) as of and for the year ended December 31, F-73 Consolidated financial statements (IFRS) of Blitz GmbH (now Premiere AG) as of and for the year ended December 31, F-75 Consolidated balance sheet... F-76 Consolidated statement of operations... F-77 Statement of changes in equity... F-78 Consolidated statement of cash flows... F-79 Notes to the consolidated financial statements... F-80 Auditors report on the Issuer s consolidated financial statements (IFRS) as of and for the year ended December 31, F-118 Consolidated financial statements (IFRS) of Premiere Fernsehen GmbH & Co KG as of and for the period ended February 19, 2003 and as of and for the years ended December 31, 2001 and F-119 Consolidated balance sheet... F-120 Consolidated statement of operations... F-121 Statement of changes in equity... F-122 Consolidated statement of cash flows... F-123 Notes to the consolidated financial statements... F-124 Auditors report on the Issuer s consolidated financial statements (IFRS) as of and for the period ended February 19, F-163 F-1

3 UNCONSOLIDATED FINANCIAL STATEMENTS OF PREMIERE AG (FORMERLY BLITZ GMBH) Overview pages: Unconsolidated financial statements of Premiere AG as of and for the years ended December 31, 2002, 2003 and F-164 Balance sheet... F-165 Statement of operations... F-166 Statement of cash flows (unaudited)... F-167 Unconsolidated financial statements (German Commercial Code) of Premiere AG (formerly Blitz GmbH) as of and for the year ended December 31, F-168 Balance sheet... F-169 Statement of operations... F-171 Notes to the unconsolidated financial statements... F-172 Management report for the financial year F-178 Auditors report on the Issuer s unconsolidated financial statements (German Commercial Code) as of and for the year ended December 31, F-187 Unconsolidated financial statements (German Commercial Code) of Blitz GmbH (now Premiere AG) as of and for the year ended December 31, F-188 Balance sheet... F-189 Statement of operations... F-191 Notes to the unconsolidated financial statements... F-192 Auditors report on the Issuer s unconsolidated financial statements (German Commercial Code) as of and for the year ended December 31, F-197 F-2

4 CONSOLIDATED FINANCIAL STATEMENTS OF PREMIERE AG (FORMERLY BLITZ GMBH) AND OF PREMIERE FERNSEHEN GMBH & CO KG Overview pages: Consolidated financial statements (IFRS) of Premiere Fernsehen as of and for the years ended December 31, 2001, 2002, and as of February 19, 2003 and for the period January 1 to February 19, 2003 and consolidated financial statements (IFRS) of Premiere AG as of and for the years ended December 31, 2003 and 2004 Consolidated balance sheet Consolidated statement of operations Statement of changes in equity Consolidated statement of cash flow F-3

5 Premiere Fernsehen GmbH & Co. KG Group / Premiere AG Group Consolidated balance sheet EUR Assets Current assets Premiere Fernsehen GmbH & Co. KG Group Premiere Fernsehen GmbH & Co. KG Group Premiere Fernsehen GmbH & Co. KG Group Premiere AG Group Premiere AG Group 12/31/01 12/31/02 2/19/03 12/31/03 12/31/04 Cash and cash equivalents... 24,108, ,731, ,542, ,377, ,994, Trade receivables... 24,296, ,810, ,421, ,719, ,429, Receivables due from related parties / associates... 1,272, ,189, , , Film assets and advance payments for sport and film rights... 68,420, ,742, ,499, ,890, ,937, Inventories... 3,028, ,706, ,308, ,250, ,404, Other assets and prepaid expenses... 68,176, ,485, ,258, ,526, ,715, Total current assets ,303, ,666, ,760, ,764, ,493, Non-current assets Deferred taxes ,590, ,722, Film assets and advance payments for sport and film rights... 20,496, ,506, ,192, ,284, ,891, Investments and long-term financial assets... 11,397, , , , , Investments in associates , Receivers ,562, ,054, ,674, ,152, ,244, Property, plant and equipment... 20,765, ,122, ,889, ,316, ,890, Intangible assets... 6,941, ,891, ,540, ,058,893, ,029,143, Other assets and prepaid expenses... 31,499, ,970, ,986, ,000, ,518, Total non-current assets ,662, ,668, ,408, ,151,381, ,097,316, Total assets ,965, ,334, ,169, ,364,145, ,298,809, Liabilities and stockholders equity Current liabilities Borrowings... 87,592, ,341, ,531, ,819, ,022, Trade payables ,339, ,224, ,466, ,207, ,056, Liabilities to related parties ,853, ,480, ,043, Other provisions... 10,358, ,723, ,360, ,303, ,000, Deferred income... 18,481, ,161, ,989, ,046, ,265, Other liabilities... 24,407, ,377, ,383, ,646, ,956, Total current liabilities ,032, ,308, ,775, ,023, ,301, Non-current liabilities Borrowings ,777, ,189, ,031, ,034,819, ,142, Trade payables ,285, ,600, ,008, ,425, ,375, Provisions for pensions and similar obligations... 3,849, ,237, ,316, ,917, ,070, Deferred income... 8,877, , , ,470, ,972, Deferred taxes ,170, ,140, Other liabilities , ,119, ,120, ,078, ,906, Total non-current liabilities ,446, ,940, ,109, ,153,881, ,608, Total liabilities... 1,235,478, ,228,248, ,233,885, ,525,904, ,910, Equity / Stockholders equity Limited partner s capital / Capital stock.. 12,782, ,738, ,738, , ,000, Additional paid-in capital... 1,882,193, ,782,378, ,782,378, ,776, ,076, Retained earnings... (2,231,930.00) (1,195.10) (1,903.60) (2,997,164.00) Accumulated losses carried forward... (1,215,344,029.32) (2,495,256,269.41) (2,662,030,767.52) (1,103.19) (203,558,892.48) Net loss for the year... (1,279,912,240.09) (166,774,498.11) (1,803,992.26) (203,557,789.29) (80,620,731.82) Total Equity / stockholders equity... (602,512,821.95) (876,914,224.74) (878,716,299.00) (161,759,343.08) 418,899, Total liabilities and Equity / stockholders equity ,965, ,334, ,169, ,364,145, ,298,809, F-4

6 Premiere Fernsehen GmbH & Co. KG Group / Premiere AG Group Consolidated statement of operations EUR Premiere Fernsehen GmbH & Co. KG Group Premiere Fernsehen GmbH & Co. KG Group Premiere Fernsehen GmbH & Co. KG Group Premiere AG Group Premiere AG Group 1/1/ - 12/31/01 1/1/ - 12/31/02 1/1/ - 2/19/03 1/1/ - 12/31/03 1/1/ - 12/31/04 Revenues ,891, ,777, ,095, ,462, ,787, Cost of sales... (1,706,298,772.25) (1,151,068,754.02) (100,800,560.13) (714,723,325.33) (764,195,644.70) Film and programming costs... (925,102,030.09) (656,811,317.24) (54,467,067.90) (421,516,652.45) (500,332,387.67) Transmission costs... (118,355,496.77) (116,569,472.66) (16,537,715.71) (81,884,153.66) (101,218,102.03) Subscriber and other direct costs... (133,311,281.21) (91,046,940.64) (12,726,509.28) (87,430,831.10) (81,069,207.74) Receiver costs... (529,529,964.18) (286,641,023.48) (17,069,267.24) (123,891,688.12) (81,575,947.26) Gross profit... (906,407,452.34) (346,291,505.56) 21,294, ,739, ,591, Selling expenses... (240,125,052.80) (112,623,543.68) (14,113,761.68) (110,825,111.79) (138,880,941.35) General and administrative expenses... (66,115,308.71) (57,909,132.59) (7,598,481.42) (50,900,514.98) (72,006,454.05) Other operating income... 38,172, ,017, ,041, ,409, ,767, Other operating expenses... (29,475,989.16) (6,546,178.32) (878,492.98) (32,594,957.99) (20,251,391.85) Amortization of subscriber base (41,421,124.39) (48,257,621.64) Result of restructuring ,798, , (6,674,811.81) (3,654,657.29) Result from operations... (1,203,950,864.26) (135,554,430.99) 2,641, (128,267,371.20) (2,691,811.49) Result of associates , Interest and similar income... 2,765, ,190, , ,766, ,643, Other financial income , , , Interest and similar expenses... (79,063,724.98) (33,537,729.38) (4,700,423.44) (66,475,439.68) (76,009,557.25) Loss before taxes... (1,279,912,240.09) (166,774,498.11) (1,803,992.26) (191,976,469.34) (75,008,565.08) Income tax (11,581,319.95) (5,612,166.74) Net loss for the year... (1,279,912,240.09) (166,774,498.11) (1,803,992.26) (203,557,789.29) (80,620,731.82) Allocable to: Partners / Stockholders... (1,279,912,240.09) (166,774,498.11) (1,803,992.26) (203,557,789.29) (80,620,731.82) Earnings per share basic and diluted... (4.61) (1.53) F-5

7 Premiere Fernsehen GmbH & Co. KG Group / Premiere AG Group Statement of changes in equity EUR Premiere Fernsehen GmbH & Co. KG Group Limited Partners capital Additional paid-in capital Retained Earnings Market valuation of financial assets Net loss for the year Accumulated losses c/fwd Balance as of 1/1/ ,782, ,988, (685,078.27) 0.00 (1,215,344,029.32) (337,258,587.35) Contribution of capital by partner , , Loss set-off partners ,016,152, ,016,152, Changes in fair value of available for sale financial assets (1,546,851.73) (1,546,851.73) Total losses recognized directly in equity (1,546,851.73) (1,546,851.73) Net loss for the year (1,279,912,240.09) 0.00 (1,279,912,240.09) Total losses (1,546,851.73) (1,279,912,240.09) 0.00 (1,281,459,091.82) Balance as of 12/31/ ,782, ,882,193, (2,231,930.00) (1,279,912,240.09) (1,215,344,029.32) (602,512,821.95) Reclassification of prior year earnings ,279,912, (1,279,912,240.09) 0.00 Right of retiring partner to compensation (296,224,639.58) (296,224,639.58) Obligation of partner to compensate losses ,367, ,367, Reduction in limited partners capital and assumption of interest in the company s net assets of the retiring partner, Rechtehandel KG, by the remaining partners... (10,043,306.42) 10,043, Changes in fair value of available for sale financial assets ,230, ,230, Total losses recognized directly in equity ,230, ,230, Net loss for the year (166,774,498.11) 0.00 (166,774,498.11) Total losses ,230, (166,774,498.11) 0.00 (164,543,763.21) Balance as of 12/31/ ,738, ,782,378, (1,195.10) (166,774,498.11) (2,495,256,269.41) (876,914,224.74) Reclassification of prior year earnings ,774, (166,774,498.11) 0.00 Changes in fair value of available for sale financial assets , , Total losses recognized directly in equity , , Net loss for the year (1,803,992.26) 0.00 (1,803,992.26) Total losses , (1,803,992.26) 0.00 (1,802,074.26) Balance as of 2/19/ ,738, ,782,378, (1,803,992.26) (2,662,030,767.52) (878,716,299.00) Total F-6

8 Premiere AG Group Capital stock Additional paid-in capital Retained Earnings Market valuation of financial assets / interest swap Net loss for the year Accumulated losses c/fwd Balance as of 01/01/ , (1,103.19) , Reclassification of prior year earnings , (1,103.19) 0.00 Contribution of capital by stockholders ,776, ,776, Total transactions with stockholders ,776, ,776, Changes in fair value of available for sale financial assets (1,903.60) (1,903.60) Total transaction recognized directly in equity (1,903.60) (1,903.60) Net loss for the year (203,557,789.29) 0.00 (203,557,789.29) Total losses (1,903.60) (203,557,789.29) 0.00 (203,559,692.89) Balance as of 12/31/ , ,776, (1,903.60) (203,557,789.29) (1,103.19) (161,759,343.08) Reclassification of prior year earnings ,557, (203,557,789.29) 0.00 Contribution of capital by stockholders... 69,975, ,299, ,274, Total transactions with stockholders... 69,975, ,299, ,274, Changes in fair value of available for sale financial assets Market valuation of interest swap (2,995,795.51) (2,995,795.51) Total transaction recognized directly in equity (2,995,260.40) (2,995,260.40) Net loss for the year (80,620,731.82) 0.00 (80,620,731.82) Total losses (2,995,260.40) (80,620,731.82) 0.00 (83,615,992.22) Balance as of 12/31/ ,000, ,076, (2,997,164.00) (80,620,731.82) (203,558,892.48) 418,899, Total F-7

9 Premiere Fernsehen GmbH & Co. KG Group / Premiere AG Group Consolidated statement of cash flows EUR Premiere Fernsehen GmbH & Co. KG Group Premiere Fernsehen GmbH & Co. KG Group Premiere Fernsehen GmbH & Co. KG Group Premiere AG Group Premiere AG Group 1/1/ - 12/31/01 1/1/ - 12/31/02 1/1/ - 2/19/03 1/1/ - 12/31/03 1/1/ - 12/31/04 Net loss for the year before taxes... (1,279,912,240.09) (166,774,498.11) (1,803,992.26) (191,976,469.34) (75,008,565.08) Net interest expense... 76,298, ,347, ,445, ,709, ,366, Depreciation and amortization, net of reversal of impairment losses ,945, ,269, ,995, ,262, ,702, Amortization of subscriber base ,421, ,257, Non-cash restructuring income and expenses (423,076,671.27) Non-cash sale of d-boxes to subscribers in return for offset of deposits (4,730,784.00) (27,838,412.01) (7,467,746.95) Gain on deconsolidation of DPC (41,883,911.40) Other non-cash income and expenses... (1,546,851.73) 388, , , ,711, Change in other provisions... (2,153,752.13) (2,954,754.38) 636, (1,057,059.33) (8,040,997.68) Losses on sale of non-current assets , ,159, , , Changes in inventories, trade receivables and other assets ,266, (42,056,046.87) (57,150,493.12) 52,750, ,490, Changes in trade payables and other liabilities... (242,444,169.01) 126,960, ,471, (25,536,354.71) (13,466,908.34) Net cash provided / (used) in ordinary activities.. (843,814,076.55) (215,736,919.66) (43,290,367.66) (37,605,070.36) 13,776, Proceeds from sale of intangible assets, property, plant and equipment and financial assets... 5,956, ,855, ,385, ,034, ,078, Proceeds from Premiere acquisition ,231, Proceeds from selling DPC ,890, Investments in property, plant and equipment and intangible assets... (88,632,320.16) (48,611,256.17) (2,572,604.00) (14,590,456.30) (15,487,218.01) Investments in financial assets (48,684.29) (850,000.00) Net cash provided / (used) by investing activities... (82,676,009.96) (17,755,908.06) (1,186,672.99) 4,626, ,631, Proceeds from capital increase by stockholders... 1,016,204, ,367, ,776, Proceeds from loans from affiliated companies ,500, Proceed from financial loan ,499, ,000, ,250, Interest received... 2,765, ,190, , ,766, ,643, Payments of finance leasing liabilities... (88,262,483.85) (56,155,765.50) (223,397.48) (7,964,263.40) (15,570,161.30) Repayment of borrowings... (44,106.66) (10,000,000.00) (10,500,000.00) Interest paid... (28,830,672.89) (9,785,762.35) (1,743,197.98) (11,796,870.46) (31,614,301.14) Net cash (used) / provided by financing activities ,832, ,115, ,288, ,281, (46,791,076.12) Net (decrease) / increase in cash and cash equivalents... (24,657,264.36) 44,622, (41,188,842.60) 69,303, (8,382,795.62) Cash and cash equivalents at beginning of period... 48,765, ,108, ,731, , ,377, Cash and cash equivalents at end of period... 24,108, ,731, ,542, ,377, ,994, F-8

10 Consolidated financial statements (IFRS) of Premiere AG as of and for the year ended December 31, 2004 Consolidated balance sheet Consolidated statement of operations Statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Group management report for the financial year 2004 Auditors report on the Issuer s consolidated financial statements (IFRS) as of and for the year ended December 31, 2004 F-9

11 Premiere AG Group Consolidated balance sheet as of 12/31/04 and 12/31/03 EUR Assets Current assets Notes 12/31/04 12/31/03 Cash and cash equivalents... (2.1) 60,994, ,377, Trade receivables... (2.2) 60,429, ,719, Receivables due from associates... 11, Film assets and advance payments for sport and film rights... (2.3) 47,937, ,890, Inventories... (2.4) 20,404, ,250, Other assets and prepaid expenses... (2.5) + (2.6) 11,715, ,526, Total current assets ,493, ,764, Non-current assets Deferred taxes... (3.8) 46,722, ,590, Film assets and advance payments for sport and film rights... (2.3) 2,891, ,284, Investments and long-term financial assets... (2.7.1) 117, , Investments in associates... (2.7.3) 788, Receivers... (2.8) 7,244, ,152, Property, plant and equipment... (2.8) 7,890, ,316, Intangible assets... (2.9) 1,029,143, ,058,893, Other assets and prepaid expenses... (2.5) + (2.6) 2,518, ,000, Total non-current assets... 1,097,316, ,151,381, Total assets... 1,298,809, ,364,145, Liabilities and stockholders equity Current liabilities Borrowings... (2.12.1) 16,022, ,819, Trade payables... (2.12.2) 210,056, ,207, Other provisions... (2.10) 25,000, ,303, Deferred income... (2.13) 37,265, ,046, Other liabilities... (2.12.3) 50,956, ,646, Total current liabilities ,301, ,023, Non-current liabilities Borrowings... (2.12.1) 415,142, ,034,819, Trade payables... (2.12.2) 20,375, ,425, Provisions for pensions and similar obligations... (2.11) 6,070, ,917, Other provisions... (2.10) Deferred income... (2.13) 5,972, ,470, Deferred taxes... (3.8) 62,140, ,170, Other liabilities... (2.12.3) 30,906, ,078, Total non-current liabilities ,608, ,153,881, Total liabilities ,910, ,525,904, Stockholders equity Capital stock... (2.14) 70,000, , Additional paid-in capital... (2.14) 636,076, ,776, Retained earnings... (2.14) (2,997,164.00) (1,903.60) Accumulated losses carried forward... (2.14) (203,558,892.48) (1,103.19) Net loss for the year... (2.14) (80,620,731.82) (203,557,789.29) Total stockholders equity ,899, (161,759,343.08) Total liabilities and stockholders equity... 1,298,809, ,364,145, F-10

12 Premiere AG Group Consolidated statement of operations for the periods from 1/1 to 12/31/04 and 1/1 to 12/31/03 EUR Notes 1/1/ - 12/31/04 1/1/ - 12/31/03 Revenues... (3.1) 984,787, ,462, Cost of sales... (764,195,644.70) (714,723,325.33) Film and programming costs... (500,332,387.67) (421,516,652.45) Transmission costs... (101,218,102.03) (81,884,153.66) Subscriber and other direct costs... (81,069,207.74) (87,430,831.10) Receiver costs... (81,575,947.26) (123,891,688.12) Gross profit ,591, ,739, Selling expenses... (3.2) (138,880,941.35) (110,825,111.79) General and administrative expenses... (3.2) (72,006,454.05) (50,900,514.98) Other operating income... (3.3) 59,767, ,409, Other operating expenses... (3.4) (20,251,391.85) (32,594,957.99) Amortization of subscriber base... (3.6) (48,257,621.64) (41,421,124.39) Restructuring expenses... (3.5) (3,654,657.29) (6,674,811.81) Loss from operations... (2,691,811.49) (128,267,371.20) Result of associates... (3.7) 44, Interest and similar income... (3.7) 3,643, ,766, Other financial income... (3.7) 4, Interest and similar expenses... (3.7) (76,009,557.25) (66,475,439.68) Loss before taxes... (75,008,565.08) (191,976,469.34) Income tax... (3.8) (5,612,166.74) (11,581,319.95) Net loss for the year... (80,620,731.82) (203,557,789.29) Allocable to: Stockholders... (80,620,731.82) (203,557,789.29) Earnings per share basic and diluted... (1.53) (4.61) F-11

13 Premiere AG Group Statement of changes in equity for the periods from 1/1 to 12/31/04 and 1/1 to 12/31/03 EUR Notes Capital stock Additional paid-in capital Retained earnings Market valuation of financial assets / interest swap Net loss for the year Accumulated losses c/fwd Balance as of 12/31/ , (1,103.19) , Reclassification of prior year earnings... (2.14) , (1,103.19) 0.00 Contribution of capital by stockholders... (2.14) ,776, ,776, Total transactions with stockholders ,776, ,776, Changes in fair value of available for sale financial assets... (2.14) (1,903.60) (1,903.60) Total losses recognized directly in equity (1,903.60) (1,903.60) Net loss for the year... (2.14) (203,557,789.29) 0.00 (203,557,789.29) Total losses (1,903.60) (203,557,789.29) 0.00 (203,559,692.89) Balance as of 12/31/ , ,776, (1,903.60) (203,557,789.29) (1,103.19) (161,759,343.08) Reclassification of prior year earnings... (2.14) ,557, (203,557,789.29) 0.00 Contribution of capital by stockholders... (2.14) 69,975, ,299, ,274, Total transactions with stockholders... 69,975, ,299, ,274, Changes in fair value of available for sale financial assets... (2.14) Market valuation of interest swap... (2.14) (2,995,795.51) (2,995,795.51) Total losses recognized directly in equity (2,995,260.40) (2,995,260.40) Net loss for the year... (2.14) (80,620,731.82) 0.00 (80,620,731.82) Total losses (2,995,260.40) (80,620,731.82) 0.00 (83,615,992.22) Balance as of 12/31/ ,000, ,076, (2,997,164.00) (80,620,731.82) (203,558,892.48) 418,899, Total F-12

14 Premiere AG Group Consolidated statement of cash flows from 1/1/ to 12/31/04 and from 1/1/ to 12/31/03 EUR Notes 1/1/ - 12/31/04 1/1/ - 12/31/03 Net loss for the year before taxes... (75,008,565.08) (191,976,469.34) Net interest expense... 72,366, ,709, Depreciation and amortization, net of reversal of impairment losses... 33,702, ,262, Amortization of subscriber base... (3.6) 48,257, ,421, Non-cash sale of d-boxes to subscribers in return for offset of deposits... (4.2) (7,467,746.95) (27,838,412.01) Gain on deconsolidation of DPC... (1.5) (41,883,911.40) 0.00 Other non-cash income and expenses... 1,711, , Change in other provisions... (8,040,997.68) (1,057,059.33) Losses on sale of noncurrent assets... (3.4) 116, , Changes in inventories, trade receivables and other assets... 3,490, ,750, Changes in trade payables and other liabilities... (13,466,908.34) (25,536,354.71) Net cash provided / used in ordinary activities... 13,776, (37,605,070.36) Proceeds from sale of intangible assets, property, plant and equipment and financial assets... 2,078, ,034, Proceeds from Premiere acquisition ,231, Proceeds from selling DPC... 38,890, Investments in property, plant and equipment and intangible assets.. (4.2) (15,487,218.01) (14,590,456.30) Investments in financial assets... (850,000.00) (48,684.29) Net cash provided by investing activities... 24,631, ,626, Proceeds from capital increase by stockholders... (2.14) ,776, Proceeds from loans from affiliated companies ,500, Proceed from financial loan... 7,250, Interest received... 3,643, ,766, Payments of finance leasing liabilities... (15,570,161.30) (7,964,263.40) Repayment of borrowings... (10,500,000.00) (10,000,000.00) Interest paid... (31,614,301.14) (11,796,870.46) Net cash used / provided by financing activities... (46,791,076.12) 102,281, Net decrease / increase in cash and cash equivalents... (8,382,795.62) 69,303, Cash and cash equivalents at beginning of period... 69,377, , Cash and cash equivalents at end of period... 60,994, ,377, F-13

15 Premiere AG Notes for the Financial Year 2004 F-14

16 CONTENTS 1 GENERAL INFORMATION AND BASIS OF PREPARATION... F General information about the Group... F Basis of preparation of the consolidated financial statements... F Exemption from preparing consolidated financial statements under the German Commercial Code... F Consolidation... F Disposal and discontinuation of businesses... F Translation of foreign currencies... F Recognition and measurement policies... F Cash and cash equivalents... F Inventories... F Property, plant and equipment... F Intangible assets... F Acquired intangible assets... F Goodwill... F Film assets and advance payments on sport and film rights... F Other intangible assets... F Internally generated intangible assets... F Impairment losses and reversals of impairment losses... F Financial instruments... F Receivables... F Available-for-sale financial assets... F Liabilities... F Derivatives... F Other assets and prepaid expenses... F Leasing... F Provisions for liabilities and charges... F Provisions for pensions and similar obligations... F Other provisions for liabilities and charges... F Deferred taxes... F Revenue recognition... F Interest expense and income... F Estimates and judgments... F-28 2 NOTES TO THE BALANCE SHEET... F Cash and cash equivalents... F Trade receivables... F Film assets and advance payments for sport and film rights... F Inventories... F Other assets... F Prepaid expenses... F Long-term financial assets and investments... F Summary... F Affiliated companies... F Associates... F Other investments and long-term financial assets... F Property, plant and equipment... F Intangible assets... F Other provisions... F Provisions for pensions... F Liabilities... F Borrowings... F Trade payables... F Other liabilities... F Deferred income... F Stockholders equity... F-41 F-15

17 3 NOTES TO THE STATEMENT OF OPERATIONS... F Revenues... F Selling and general and administrative expenses... F Other operating income... F Other operating expenses... F Restructuring income and expenses... F Expenses by nature... F Financial result... F Income taxes... F Earnings per share... F-46 4 OTHER EXPLANATORY COMMENTS... F Financial risk management... F Financial risks factors... F Currency risk... F Interest risk... F Price risk... F Liquidity risk... F Credit risk... F Disclosures on derivatives... F Cash flow statement... F Related party transactions... F Receivables... F Liabilities... F Contingent liabilities and assets pledged as collateral... F Litigation... F Other financial commitments... F Compensation of the executive board and the supervisory board... F Number of employees... F List of investments... F-54 F-16

18 1 GENERAL INFORMATION AND BASIS OF PREPARATION 1.1 General information about the Group Premiere AG (formerly Blitz GmbH) and its subsidiaries (referred to as the Company or the Group ) operate the leading pay-tv program in Germany and Austria under the Premiere trademark. The Group is also engaged in the purchase, sale and distribution of rights to film, series and TV productions, the acquisition, sale and distribution of transmission rights for public events, arrangements of magazine subscriptions, and carrying out other activities associated with the operation of the pay-tv program. The Company s registered office is at Medienallee 4, Unterföhring, and it is entered in the Commercial Register at the Munich Municipal Court under the number HRB The change in the Company s corporate form to an AG (stock corporation) under the name Premiere AG was resolved and the articles of incorporation of Premiere AG were adopted by means of a resolution of the stockholders meeting of Blitz GmbH (which is in the meantime called Premiere AG, and was formerly also called Newco 1 GmbH) held on October 29, The change in the Company s name was entered in the Commercial Register on November 9, As the Group parent company, Premiere AG bundles all of the entrepreneurial activities of the Premiere Group (Premiere). As the holding company, Premiere AG is dependent on the development of the companies in which it holds investments, and in particular the development of Premiere Fernsehen GmbH & Co. KG (Premiere Fernsehen KG). 1.2 Basis of preparation of the consolidated financial statements These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) under the historical cost convention, except for financial derivatives carried at fair value. The International Accounting Standards Board (IASB) has issued a number of revised or new standards that will become mandatory for 2005 or later periods. The Group voluntarily early adopted the following new or revised standards in its financial statements for the year ended December 31, 2003: IAS 1 (revised 2003) Presentation of Financial Statements IAS 2 (revised 2003) Inventories IAS 8 (revised 2003) Accounting Policies, Changes in Accounting Estimates and Errors IAS 10 (revised 2003) Events after the Balance Sheet Date IAS 16 (revised 2003) Property, Plant and Equipment IAS 17 (revised 2003) Leases IAS 21 (revised 2003) The Effects of Changes in Foreign Exchange Rates IAS 24 (revised 2003) Related Party Disclosures IAS 27 (revised 2003) Consolidated and Separate Financial Statements IAS 36 (revised 2004) Impairment of Assets IAS 38 (revised 2004) Intangible Assets IAS 32 (revised 2003) Financial Instruments: Disclosure and Presentation IAS 39 (revised 2003) Financial Instruments: Recognition and Measurement IFRS 1 (issued 2003) First-time Adoption of International Financial Reporting Standards IFRS 3 (issued 2004) Business Combinations The following standards were adopted for the first time in 2004: IAS 28 (revised 2003) Investments in Associates IAS 33 (revised 2003) Earnings per Share IFRIC 4 Determining whether an Arrangement contains a Lease F-17

19 The Group has not early adopted the following newly issued standards and interpretations that will become effective for the Group from 2005 or later years: IFRS 2 IFRS 4 IFRS 5 IFRS 6 IFRIC 1 IFRIC 2 IFRIC 3 IFRIC 5 Share-based Payment Insurance Contracts Non-current Assets Held for Sale and Discontinued Operations Exploration for and Evaluation of Mineral Resources Changes in Existing Decommissioning, Restoration and Similar Liabilities Members Shares in Co-operative Entities and Similar Instruments Emission Rights Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds Early adoption of the above standards and interpretations, except for IFRS 5, would have no impact on these financial statements. IFRS 5 Non-current Assets Held for sale and Discontinued Operations replaces IAS 35 Discontinuing Operations for periods beginning on or after January 1, IFRS 5 will be adopted by the Group in 2005 and in addition to existing requirements for reporting discontinued operations, if any, it will require the Group to report as a separate caption in the balance sheet non-current assets (or disposal groups of non-current assets and related liabilities) that are held for sale or were abandoned. IFRS 5 will also require that non-current assets (or disposal groups) cease to be depreciated and be measured at the lower of their carrying amount and fair value less costs to sell. The Company is currently assessing impact of IFRS 5 on its future financial reporting. The consolidated financial statements have been prepared in euros (EUR), which is the functional and the presentation currency. Amounts in the consolidated financial statements are presented in thousands of euros (KEUR), unless indicated otherwise. All group companies prepare their financial statements for annual periods ending December 31. The financial year is the calendar year. The balance sheet presents assets and liabilities classified by their maturities ( classified balance sheet ). Assets and liabilities that are expected to be realized or settled in, or are intended for sale or consumption in the normal operating cycle or are due within twelve months after the balance sheet date are classified as current. Liabilities are classified as current if they have to be settled within twelve months after the balance sheet date. The statement of operations has been prepared classifying expenses by function. The financial statements were authorized for issue by management on January 24, Exemption from preparing consolidated financial statements under of the German Commercial Code The conditions defined in Section 292a of the German Commercial Code for exemption from the obligation to prepare consolidated financial statements in accordance with German commercial law have been fulfilled. The assessment of these conditions is based on German Accounting Standard No. 1 (GAS 1) issued by the German Accounting Standards Committee. In order to ensure equivalence with consolidated financial statements produced in accordance with German commercial law, all disclosures and explanatory notes required by German commercial law beyond the scope of those required by IFRS are published. These consolidated financial statements are prepared using the following recognition and measurement methods that differ from German law: Š Translation of foreign currency receivables and payables at the closing rate and recognition of the effects of changes in foreign exchange rates in profit or loss for the period. F-18

20 Š Recognition of internally-generated intangible assets. Š Recognition of long-term provisions at present value. Š Non-recognition of provisions for future expenses. Š Recognition of deferred taxes in accordance with the liability method; recognition of deferred tax assets resulting from tax loss carry-forwards. Š Recognition of assets acquired under finance leases and recognition of related liabilities at the present value of the lease payments in accordance with IAS 17. Š Measurement of pension provisions in accordance with the projected unit credit method, taking into account future salary trends. Š Measurement of derivatives and financial instruments at fair value, if it can be determined reliably. Dependent on their classification, the fair value adjustments are recognized either in profit or loss for the period or directly in equity. Š Under IFRS 3, the initial consolidation must be carried out as of the acquisition date. IFRS 3 furthermore contains detailed guidance on the recognition and measurement of intangible assets. Š The impairment only approach instead of a systematic amortization is applied for certain intangible assets. Š Liabilities are recognized under German commercial law at the redemption amount. Under IFRS, financial liabilities are initially recognized at fair value including transaction costs. 1.4 Consolidation a) Subsidiaries Premiere AG, eight domestic and one foreign subsidiary are consolidated in these financial statements. All significant subsidiaries, which are under the control of Premiere AG, are included in the consolidated financial statements. They are fully consolidated from the date on which control is transferred to the Group, and are de-consolidated from the date when possibility to control ceases. Control is presumed if the parent owns, directly or indirectly through a subsidiary, more than one half of the voting power of an entity. Control also exists if the parent company has the power to govern the financial and operating policies of the entity under a statute or an agreement. F-19

21 In addition to Premiere AG, the parent, the following subsidiaries are included in the consolidated financial statements: Name and registered office Investment holding on 12/31/04 Investment holding on 12/31/03 Consolidation method Premiere Fernsehen GmbH & Co. KG, Unterföhring (Premiere Fernsehen KG) % 100.0% Full consolidation AFV Abonnementfernsehen Verwaltungs- GmbH, Unterföhring (AFV) % 100.0% Full consolidation Premiere Fernsehen GmbH, Vienna, Austria (Premiere Austria) % 100.0% Full consolidation Premiere Service Center Schwerin GmbH, Schwerin (Service Center Schwerin) % 100.0% Full consolidation Premiere Service Center Lübeck GmbH, Lübeck (Service Center Lübeck) % 100.0% Full consolidation Premiere WIN GmbH, Unterföhring (Premiere WIN) % 0% Full consolidation Premiere Service Center Hamburg, Unterföhring (Service Center Hamburg) % 0% Full consolidation Creation Club (CC) GmbH, Unterföhring (Creation Club) % 0% Full consolidation SCAS Satellite CA Services GmbH, Unterföhring (SCAS) % 0% Full consolidation TESC Test Solution Center GmbH, Unterföhring (TESC) % 100% At equity Roombase Networks GmbH, Fürth (Roombase) % 0% At equity DPC Digital Playout Center GmbH, Unterföhring (DPC)... 0 % 100.0% Telemediendienst GmbH, Vienna, Austria (Telemediendienst GmbH... 0 % 100.0% Premiere Verlag GmbH, Unterföhring (Premiere Verlag)... 0 % 100.0% The assets and liabilities of the domestic and foreign entities included in the consolidated financial statements are accounted for in accordance with the uniform accounting policies applicable for the Group. The impact of intra-group transactions is eliminated. Receivables and liabilities and expenses and revenues between consolidated entities are netted. Unrealised intra-group gains and losses did not arise during the financial year. Acquisitions of businesses are accounted for exclusively by the purchase method. Under this method, the assets, liabilities and contingent liabilities of the acquired subsidiary are measured at their fair values as of the acquisition date. Acquisition costs, to the extent of the difference between fair value and the previous carrying amount of the net assets acquired, are allocated to the acquired identifiable assets, liabilities and contingent liabilities. Any remaining amount is recognized as goodwill. Fair value adjustments are rolled forward to subsequent periods as part of the carrying amount of the underlying assets and liabilities. b) Associates Associates are entities over whose financial and operating policies Premiere AG can exert a significant influence, but are neither subsidiaries nor joint ventures. Associates are recognized in the Group from F-20

22 the acquisition date onwards in accordance with the equity method and are recorded initially at cost. A difference at the acquisition date between cost and the fair values of the proportionate share of the identifiable assets, liabilities and contingent liabilities is recognized and reported as goodwill in the carrying amount of the investment. Premiere AG s share of after tax profits and losses of the associate subsequent to the acquisition is recognized as profit or loss for the period. Premiere AG s share of other post-acquisition changes in the associate s reserves is recognized directly in equity. TESC has been included in the consolidated financial statements as of December 31, 2004 for the first time at equity. The possibility to participate in the financial and business decision processes at TESC, without being able to control it (significant influence) is assumed on account of the common management of TESC and the co-stockholder, DPC, and the contractually agreed commitment to sell further 25% holding in the company. Please refer to our comments under Point 1.5. Premiere acquired a 25.1% interest in Roombase Networks GmbH, Frankfurt/Main, on May 6, The purchase price amounted to KEUR 350. The acquisition of this interest resulted in the acquisition of assets of KEUR 6,310 (including cash and cash equivalents of KEUR 445) and liabilities of KEUR 5,143. The goodwill (KEUR 57) resulting from the acquisition of the interest in Roombase was subjected to an impairment test, and was not written down during the reporting period. If the acquisition had taken place as of January 1, 2004, Roombase would have contributed KEUR 138 to the annual earnings. 1.5 Disposal and discontinuation of businesses Premiere Fernsehen KG initially sold 75.2% of its interests in DPC (DPC Digital Playout Center GmbH, Unterföhring) to SES Global Europe S.A., Luxembourg, with a notarial agreement dated June 24, 2004 for a price of KEUR 41,200. The purchase agreement was amended with a notarial amendment agreement dated November 23, 2004, so that Premiere Fernsehen KG now sold all of the interests in DPC to SES Global Europe S.A., Luxembourg. The purchase price was increased accordingly to KEUR 55,700. The effectiveness of both agreements was subject to various conditions precedent, which had either been complied with as of December 31, 2004 or compliance with which had been waived by the contractual partners. The carrying amount of the disposed assets less liabilities amounts to KEUR 12,777 (including cash and cash equivalents of KEUR 3,782). At the time of de-consolidation assets and liabilities were allocated to DPC as follows: KEUR Assets Cash and cash equivalents... 3,782 Receivables and other current assets... 1,106 Financial assets Property, plant and equipment... 9,795 Intangible assets... 1,689 16,503 Current liabilities... 3,726 Net assets... 12,777 With a company sale and transfer agreement dated September 20, 2004 and with effect from January 1, 2004, 25% of the interests in TESC were sold to Kudelski SA, Cheseaux, Switzerland, for KEUR 7. Furthermore, additional consideration of KEUR 250 was agreed, which is payable directly to TESC. The effectiveness of the agreement was subject to the condition precedent of the approval by the cartel authorities, which had not been received at the time of preparation of these financial statements. DPC holds 25% of the capital stock and voting rights of TESC. As a result of the sale of the interests in DPC, the voting rights in TESC held in the Group fell from 100% to 75%. F-21

23 The conclusion of the liquidation proceedings at DITV Geschäftsführungsgesellschaft für digitales Fernsehen mbh i.l., Hamburg, was entered in the Commercial Register (HRB 56460) on September 8, The company thereby ceased to exist. The conclusion of the liquidation proceedings at Premiere Collection GmbH i.l., Grünwald, was entered in the Commercial Register (HRB ) on November 24, The company thereby ceased to exist. 1.6 Translation of foreign currencies Transactions denominated in foreign currencies are translated at the exchange rate prevailing on the transaction date. Monetary assets and liabilities are translated at the selling or buying rate, respectively, applicable as of the balance sheet date. Unrealized translation gains or losses are recognized as income or expense for the period. 1.7 Recognition and measurement policies Cash and cash equivalents Cash and cash equivalents comprise cash in hand, cash at banks and time deposits with a total term of less than three months. Cash and cash equivalents are carried at amortized cost using the effective interest method. Foreign currency balances are measured at the closing rate Inventories Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. Borrowing costs are not capitalized. Rebates, bonuses and cash discounts are deducted from cost. Measurement is based on the moving average prices. Inventories also include items to be awarded to customers as a reward for a successful introduction of a new subscriber. The awarded items are expensed when the contract with a new subscriber is concluded Property, plant and equipment Property, plant and equipment are measured at acquisition cost, less depreciation and, to the extent necessary, impairment losses. The acquisition costs comprise the purchase price, including any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operation in a manner intended by management. Borrowing costs are not capitalized. Rebates, bonuses and cash discounts are deducted from the purchase price. Subsequent expenditure relating to an item of property, plant and equipment that has already been taken to use is added to the carrying amount of the asset or, where appropriate, recognized as a separate asset, if it is probable that additional future economic benefits will flow to the entity and the purchase costs of the asset can be reliably determined. All other subsequent expenditure is recognized as an expense in the period in which it is incurred. Subsequent expenditure that would otherwise be capitalized, which exceeds the recoverable amount of the respective asset, is recognized immediately as an expense. Expenditure on repairs and maintenance, which does not include any replacement or spare parts, is recognized immediately as an expense. Replacement or spare parts are capitalized, while the replaced parts are written off accordingly. Borrowing costs are not capitalized. Property, plant and equipment are depreciated using the straight-line pro rata temporis method over their expected useful lives. F-22