Kabel Deutschland Holding AG Unterfoehring
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1 Kabel Deutschland Holding AG Unterfoehring Quarterly Financial Report Pursuant to Section 37w para. 3 WpHG for the Quarter and the Nine Months Ended December 31, 2014
2 TABLEOFCONTENTS Group Interim Management Report for the Quarter and the Nine Months Ended December 31, Interim Condensed Consolidated Financial Statements of Kabel Deutschland Holding AG Consolidated Statement of Financial Position as of December 31, 2014 and as of March 31, Consolidated Statement of Income for the Period from October 1, 2014 to December 31, 2014 and from October 1, 2013 to December 31, Consolidated Statement of Income for the Period from April 1, 2014 to December 31, 2014 and from April 1, 2013 to December 31, Consolidated Statement of Comprehensive Income for the Period from October 1, 2014 to December 31, 2014 and from October 1, 2013 to December 31, Consolidated Statement of Comprehensive Income for the Period from April 1, 2014 to December 31, 2014 and from April 1, 2013 to December 31, Consolidated Statement of Cash Flows for the Period from April 1, 2014 to December 31, 2014 and from April 1, 2013 to December 31, Consolidated Statement of Changes in Equity for the Period from April 1, 2014 to December 31, Consolidated Statement of Changes in Equity for the Period from April 1, 2013 to December 31, Selected Explanatory Notes to the Interim Condensed Consolidated Financial Statements as of December 31, This is a translation of the German Quartalsfinanzbericht gemäß 37x Abs. 3 WpHG der Kabel Deutschland Holding AG für das Quartal und die neun Monate zum 31. Dezember Sole authoritative and universally valid version is the German language document. 1
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4 KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING GROUP INTERIM MANAGEMENT REPORT FOR THE QUARTER AND THE NINE MONTHS ENDED DECEMBER 31, Overview General Vodafone BusinessSegments TVBusiness Internet and Phone Business KeyOperatingMeasures DevelopmentofSubscribersandRGUs ARPU Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, Revenues CostsandExpenses CostofServicesRendered Selling Expenses General and Administrative Expenses ProfitfromOrdinaryActivities InterestIncome InterestExpense IncomefromAssociates ProfitbeforeTaxes TaxesonIncome NetProfit/LossforthePeriod Adjusted EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) Financial Position and Net Assets for the Nine Months ended December 31, 2014 compared to the Nine Months ended December 31, CashFlowsfromOperatingActivities CashFlowsfromInvestingActivities CashFlowsfromFinancingActivities Other Comments on Net Assets Group Interim Management Report 3
5 6 ParticularEventsaftertheBalanceSheetDate OpportunityandRiskReport Outlook Group Interim Management Report
6 1 OVERVIEW 1.1 GENERAL 1.2 VODAFONE Kabel Deutschland Holding AG ( KDH AG or the Company, together with its consolidated subsidiaries KDH or the Group ) is the ultimate management and holding company of our Group as of December 31, 2014 and has its registered office in Unterfoehring, Betastraße 6-8, Germany (commercial register of Munich HRB ). KDH AG is listed in the regulated market (Prime Standard) of the Frankfurt Stock Exchange under ISIN DE000KD The share capital totals 88,522,939 and is divided into 88,522,939 shares. On October 14, 2013, Vodafone Vierte Verwaltungs AG ( Vodafone ) acquired the majority of shares of KDH AG and since then has held more than 75% of the share capital and voting rights. Thus Vodafone assumed control of the Group. On October 14, 2013, the Group became part of the Vodafone Group Plc ( Vodafone Group ). The Group s business activities are in particular conducted by the respective operating subsidiaries, primarily Kabel Deutschland Vertrieb und Service GmbH ( KDVS GmbH ) and Kabel Deutschland Kundenbetreuung GmbH ( KDK ). KDH AG performs or performed the typical tasks of a holding company, such as the strategic development of the Group and the provision of services and, until June 30, 2014, the provision of financing for its affiliated companies. On December 20, 2013, Vodafone and KDH AG entered into a domination and profit and loss transfer agreement ( DPLTA ), which became effective on April 1, 2014 subsequent to its entry in the commercial register responsible for KDH AG on March 13, From this date on, KDH AG has been controlled by Vodafone (see also our comments in the Combined Management Report of KDH AG as of March 31, 2014, section 1.2). Vodafone Group issued a comfort letter to Vodafone with respect to the DPLTA in December Furthermore, income tax consolidation has existed since April 1, 2014 and, on this basis, a tax sharing agreement between Vodafone and KDH AG. As the DPLTA became effective following the takeover by Vodafone, the integration process started with the objective of creating an integrated communications group in order to offer mobile phone, fixed-line, broadband Internet and TV services from a single source. With the acquisition of the majority shareholding by Vodafone on October 14, 2013, the Senior Credit Facility became due and was repaid prematurely. In addition, the 2018 Senior Secured Notes and the 2017 Senior Notes were fully repaid on June 30, The corresponding refinancing was effected by loans from Vodafone Investments Luxembourg S.à r.l. ( Vodafone Investments ). Since the redemption of the Notes on June 30, 2014, the financing of the Group is fully effected by Vodafone Investments (see also our comments in section 4.5). Group Interim Management Report 5
7 2 BUSINESS SEGMENTS The Group reports two business segments: TV Business, and Internet and Phone Business. 2.1 TV BUSINESS The segment TV Business offers our subscribers Basic Cable and Premium-TV products and services. Our Basic Cable products consist of analog as well as digital TV and radio services. Our analog cable services currently offer up to 32 free-to-air television and up to 35 radio channels, respectively. Our digital cable services offer more than 100 digital TV (Free-TV) channels and up to 70 digital radio channels. We provide these Basic Cable services primarily via individual contracts with end customers or collective contracts with landlords or housing associations and via contracts with Level 4 network operators. Revenues are primarily generated from subscription fees. Premium-TV products are additionally offered to our direct Basic Cable subscribers. With our Premium-TV products, revenues are primarily generated from monthly subscription fees for Pay-TV and for digital video recorders ( DVR ) as well as from technical access fees for HD-Senderwelt. HD-Senderwelt offers access to up to 21 free-to-air channels with basic encryption and up to 16 free-to-air unencrypted channels, both in high definition ( HD ), as well as a range of programs with basic encryption in standard definition ( SD ). 18 channels, of which six are in HD. For our subscribers speaking foreign languages we offer Kabel International, which includes 32 channels grouped into eight different foreign languages. Our DVR product Kabel Komfort HD allows several convenient viewing functions including the ability to pause real-time programs and to record up to four programs simultaneously to be watched at a later time. Additionally, our VoD offering SELECT VIDEO is available in numerous cities and regions, including Berlin, Dresden, Hamburg, Mainz and Munich, to approximately 5.0 million households. Services for feed-in and signal transport are rendered for public and private broadcasters as well as third party Pay-TV providers. For information on the current status of the legal dispute with public broadcasters over carriage fees, see section 5.2 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, In the nine months ended December 31, 2014, our TV Business generated revenues of T 880,706 or 58.6% of total revenues (prior year period: T 873,786 or 61.6%). Our Pay-TV product branded Kabel Premium HD includes 19 HD channels. The additional optional package Premium Extra includes further 6 Group Interim Management Report
8 Business Segments INTERNET AND PHONE BUSINESS Our Internet and Phone Business consists of broadband Internet access, fixed-line and mobile phone services, mobile data services as well as additional options. Broadband Internet access and fixed-line phone services are offered to those homes which can be connected to our network upgraded for bi-directional services. In the quarter ended December 31, 2014, 93.4% of our new Internet and Phone subscribers subscribed for a bundled product incorporating both broadband Internet and Phone services. The bundle share in our subscriber base of the Internet and Phone Business increased to 91.6% in the quarter ended December 31, 2014, compared with 89.8% in the quarter ended December 31, Our regular offering for broadband Internet access includes download speeds between 10 Mbit/s and up to 200 Mbit/s. Since November 2014 we have been offering speeds of up to 200 Mbit/s in more than ten cities where the network is fully DOCSIS 3.0 capable. As of December 31, 2014 we had capacity to serve approximately 98.3% of the upgraded homes passed with DOCSIS 3.0 products. In addition to our fixed-line services, we offer mobile phone and mobile data services via a service provider agreement with a mobile network provider and in cooperation with Vodafone. The service provider agreement with the mobile network provider has been given notice in due time. In the nine months ended December 31, 2014, our Internet and Phone Business generated revenues of T 623,345 or 41.4% of our total revenues (prior year period: T 543,800 or 38.4%). Since December 2013 we have been offering our subscribers bundled packages consisting of HDTV, Internet and Phone. Thus high-definition TV, fast Internet, and Phone are combined in a new product line. The integration process began when the DPLTA became effective in the context of the takeover by Vodafone. Since May 2014, we have been offering our customers the common brand Zuhause Plus and have been marketing this brand for each other in our various distribution channels. Since the end of November 2014, our customers have been able to purchase Vodafone All-in-One, the first special offer that combines products from both companies, so that Internet, Phone, TV and mobile phone can be purchased in one package. Group Interim Management Report 7
9 3 KEY OPERATING MEASURES 3.1 DEVELOPMENT OF SUBSCRIBERS AND RGUs In recent fiscal years we have significantly expanded the capacity of our network and our product offering in the Premium-TV, broadband Internet and Phone segments. Our results reflect in total successive year-on-year RGU and revenue growth. in thousands, except as noted December 31, 2014 December 31, 2013 Operational data Network Homes passed 15,269 15,189 Homes passed upgraded for two-way communication 14,530 14,033 Upgraded homes as % of homes passed 95.2% 92.4% DOCSIS 3.0 availability as % of homes passed upgraded for two-way communication 98.3% 94.5% Homes upgraded for two-way communication being marketed 1) 11,987 11,659 Subscribers Direct Basic Cable subscribers 7,114 7,149 Internet and Phone Solo subscribers 2) Total direct subscribers 7,655 7,590 Indirect Basic Cable subscribers Total unique subscribers (homes connected) 8,345 8,389 Thereof Internet and Phone subscribers 2,579 2,185 RGUs Base Business Basic Cable 3) 8,176 8,392 Premium-TV 4) 2,480 2,235 Internet 2,505 2,088 Phone 2,428 2,050 Total Growth Business 7,412 6,373 Total RGUs 15,589 14,765 RGUs per subscriber (in units) Penetration Premium-TV RGUs as % of Basic Cable subscribers 31.8% 28.1% Internet RGUs as % of total subscribers 30.0% 24.9% PhoneRGUsas%oftotalsubscribers 29.1% 24.4% 8 Group Interim Management Report
10 Key Operating Measures 3 1) Homes being marketed are those homes to which we currently sell our Internet and / or Phone products. 2) Internet and Phone Solo subscribers are non-basic Cable service customers subscribing to Internet and / or Phone services only. 3) The difference between the number of Basic Cable subscribers and Basic Cable RGUs is due to one additional digital product component, Kabel Digital. Until the end of fiscal year 2012/13 it has been sold directly to the end customer in addition to the analog Basic Cable service, which is provided and billed via a housing association. A customer subscribing to the Kabel Digital product is counted as one Basic Cable subscriber (analog service via a housing association) and two Basic Cable RGUs (analog service via a housing association and digital service via a direct contract with the end customer). 4) RGU (revenue generating unit) relates to sources of revenue, which may not always be the same as subscriber numbers. For example, one person may subscribe to two different services, in which case two RGUs would be assigned to that one subscriber. Premium-TV RGUs consist of RGUs for our Pay-TV product (Kabel Premium HD and Kabel International) as well as our DVR products Kabel Komfort HD and Kabel Komfort Premium HD. The number of homes upgraded for two-way communication being marketed increased as of December 31, 2014 by 328 thousand or 2.8% to 11,987 thousand compared to the prior year number of 11,659 thousand. The number of direct subscribers increased by 65 thousand to 7,655 thousand as of December 31, 2014 compared to the prior year. Our total unique subscribers decreased by 44 thousand or 0.5% to 8,345 thousand as of December 31, 2014 compared with 8,389 thousand as of December 31, This decline was primarily due to the net loss of 108 thousand indirect subscribers (households supplied by Level 4 network operators), who only generate a very low ARPU. Each service that a Basic Cable subscriber receives counts as one RGU. As of December 31, 2014 we had 8,176 thousand Basic Cable RGUs, compared to 8,392 thousand as of December 31, The decrease is among others related to the above-mentioned net loss of 108 thousand indirect subscribers. The number of households receiving Basic Cable services via landlords or housing associations and digital access (Kabel Digital) directly from us also decreased. These households count as two RGUs in our statistics. As of December 31, 2014 we had 1,574 thousand Premium-TV subscribers and accordingly 2,480 thousand Premium-TV RGUs. Compared to the 2,235 thousand Premium-TV RGUs as of December 31, 2013, this represents an increase of 245 thousand or 11.0%. In order to receive Premium-TV services, a household must be a Basic Cable subscriber. A Premium-TV RGU refers to the source of revenue and each Premium-TV service for which a subscriber pays counts as one RGU. For example, a Basic Cable subscriber using Pay-TV and DVR services counts as two Premium-TV RGUs. However, Privat HD is not counted as RGU. Internet RGUs grew by 417 thousand or 20.0% to 2,505 thousand as of December 31, 2014 from 2,088 thousand as of December 31, The number of Phone RGUs increased by 378 thousand or 18.4% to 2,428 thousand as of December 31, 2014 from 2,050 thousand as of December 31, A growing number of our subscribers purchases more than one of our service offerings, such as Basic Cable, Premium-TV as well as Internet and Phone products. As of December 31, 2014, we recorded 1.87 RGUs per subscriber, compared to 1.76 RGUs per subscriber as of December 31, ARPU The ARPU indicates how far we are realizing potential revenues from subscribers. We calculate ARPU per subscriber on an annual, quarterly or monthly basis by dividing total subscription fees including usage dependent fees (excluding installation fees and other non-recurring revenues) generated from the provision of services during the period by the sum of the monthly average number of total subscribers in that period. Quarter ended Nine months ended in /month December 31, 2014 December 31, 2013 December 31, 2014 December 31, 2013 Total blended TV ARPU per subscriber 1) Total blended Internet and Phone ARPU per subscriber 2) Total blended ARPU per subscriber 3) ) Total blended TV ARPU per subscriber is calculated by dividing the subscription revenues (excluding installation fees and other non-recurring revenues) generated for a specified period from our TV Business products by the sum of the monthly average number of total Basic Cable subscribers in that period. 2) Total blended Internet and Phone ARPU per subscriber is calculated by dividing the Internet and Phone subscription revenues including usage dependent fees (excluding installation fees and other non-recurring revenues) generated in the relevant period by the sum of the monthly average number of Internet and Phone subscribers of these products in that period. 3) Total blended ARPU per subscriber is calculated by dividing recurring TV and Internet and Phone subscription revenues including usage dependent fees (excluding installation fees and other non-recurring revenues) generated in the relevant period in the TV Business and Internet and Phone Business segments by the sum of the monthly average number of total unique subscribers in that period. Group Interim Management Report 9
11 3 Key Operating Measures The increase in total blended ARPU per subscriber for the nine months ended December 31, 2014 resulted primarily from a higher number of Internet and Phone subscribers, a growing number of subscribers who purchase more than one product, and a decrease in indirect subscribers, who only generate averylowarpu. The total blended ARPU per subscriber in the TV Business segment also improved in the nine months ended December 31, This was primarily driven by a higher number of subscribers subscribing to more than one TV Business product, and a decrease in indirect subscribers, who only generate a very low ARPU. In contrast, the total blended ARPU per subscriber in the Internet and Phone Business segment decreased in the nine months ended December 31, The decline is due to lower variable phone usage as well as lower termination fees for incoming phone traffic. The larger number of customer premise equipment ( CPE ) rentals and an improved product mix towards higher download speeds helped to partially offset this decline. We continue to focus on increasing ARPU per subscriber, particularly by increasing RGUs per subscriber. In the nine months ended December 31, 2014, the total blended ARPU per subscriber improved by 1.19 or 7.0% to compared to in the nine months ended December 31, Group Interim Management Report
12 4 COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2014 AND DECEMBER 31, REVENUES Our business is divided into two operating segments: (i) the TV Business segment, which accounted for 58.6%, and (ii) the Internet and Phone Business segment, which accounted for 41.4% of our total revenues in the nine months ended December 31, The following table gives an overview of our revenues in the nine months ended December 31, 2014 compared to the nine months ended December 31, Nine months ended in T, except as noted December 31, 2014 December 31, 2013 TV Business revenues 880, ,786 Internet and Phone Business revenues 623, ,800 Total revenues 1,504,051 1,417,586 Blended ARPU per subscriber (in / month) 1) ) Total blended ARPU per subscriber is calculated by dividing recurring TV and Internet and Phone subscription revenues including usage dependent fees (excluding installation fees and other non-recurring revenues) generated in the relevant period in the TV Business and Internet and Phone Business segments by the sum of the monthly average number of total unique subscribers in that period. Total revenues for the nine months ended December 31, 2014 increased by 6.1% compared to the prior year period. This is the result of the continued strong growth in the Internet and Phone Business, where particularly products based on the technology standard DOCSIS 3.0 with very high transmission rates contributed significantly to the growth. Revenues from Premium-TV also increased. TV Business Revenues TV Business revenues are generated primarily from subscription fees for Basic Cable and Premium-TV services. In addition, TV Business revenues primarily include revenues from carriage fees for the distribution of the respective broadcasters programming, fees and reimbursements relating to initial installation of our subscribers and other digital non-recurring revenues. Nine months ended in T, except as noted December 31, 2014 December 31, 2013 Subscription fees 779, ,372 Carriage fees and other revenues 101, ,414 TV Business revenues 880, ,786 Blended ARPU per subscriber (in / month) 1) ) Total blended TV ARPU per subscriber is calculated by dividing the subscription revenues (excluding installation fees and other non-recurring revenues) generated for a specified period from our TV Business products by the sum of the monthly average number of total Basic Cable subscribers in that period. Group Interim Management Report 11
13 4 Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, 2013 In the nine months ended December 31, 2014, the increase of revenues in the TV Business was primarily the result of higher Premium-TV subscription fees due to an increase in RGUs, particularly in connection with our HD-DVR and the HD subscription packages, such as Kabel Premium HD. Internet and Phone Business Revenues Our Internet and Phone Business offers broadband Internet access, fixed-line and mobile phone services, mobile data services as well as additional options. Revenues primarily include recurring revenues from monthly usage dependent and fixed subscription fees as well as non-recurring revenues from installation fees of our customers. Revenues additionally include termination fees and other revenues. Nine months ended in T, except as noted December 31, 2014 December 31, 2013 Subscription fees (recurring) 586, ,567 Installation fees and other non-recurring revenues 37,203 30,233 Internet and Phone Business revenues 623, ,800 Blended ARPU per subscriber (in / month) 1) ) Total blended Internet and Phone ARPU per subscriber is calculated by dividing the Internet and Phone subscription revenues including usage dependent fees (excluding installation fees and other non-recurring revenues) generated in the relevant period by the sum of the monthly average number of Internet and Phone subscribers of these products in that period. In the nine months ended December 31, 2014, revenues for the Internet and Phone Business increased, primarily as a result of the increase in recurring fees. This continuous strong growth is primarily due to the growth in the number of our Internet and Phone subscribers. 4.2 COSTS AND EXPENSES Costs and expenses are divided into the three functional areas of (1) cost of services rendered, (2) selling expenses and (3) general and administrative expenses and were as follows: Nine months ended in T, except as noted December 31, 2014 December 31, 2013 Cost of services rendered 691, ,328 Selling expenses 345, ,808 General and administrative expenses 97, ,155 Costs and expenses 1,133,277 1,134,291 Thereof: Depreciation and amortization 323, ,392 Expenses related to share-based payment programs 1) 6,266 56,648 Expenses related to takeover and changes in norms 30 32,337 Expenses related to restructuring Expenses / (income) related to restructuring of the network infrastructure (2,666) 0 Total expenses from non-cash depreciation and amortization and non-operating costs 327, ,758 Operating costs and expenses 2) 806, ,533 Monthly operating costs and expenses per average RGU in 2) ) Under the Long-Term Incentive Plan ( LTIP ), virtual performance shares fully vested up to and including March 31, 2014 as well as virtual stock options exercisable on and after April 1, 2014 were cash settled in April 2014 (see Notes to the consolidated financial statements of KDH AG as of March 31, 2014 (section 5.5)). Effective November 14, 2014, KDH introduced a new long-term, performance-based variable compensation component based on the Global Long-Term RetentionPlan( GLTR ) ofthe Vodafone Group. Beginning with calendar year 2014, it replaces grants under the previous LTIP (see section 5.3 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, 2014). 2) Operating costs and expenses comprise costs and expenses before non-cash depreciation and amortization, expenses related to share-based payment programs, expenses related to takeover and changes in norms, expenses related to restructuring and expenses / income related to restructuring of the network infrastructure. The non-operating expenses indicated are influenced by factors that are not directly related to business operations (primarily share-based payment programs), or are accordingly characterized by special factors. 12 Group Interim Management Report
14 Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, In the nine months ended December 31, 2014, costs and expenses decreased slightly by T 1,014 or 0.1% to T 1,133,277 (prior year period: T 1,134,291), with operating costs and expenses contained therein increasing by T 60,631 or 8.1%, while the remaining costs and expenses fell by T 61,645 or 15.9%. limitation based on the acquisition price for the remaining LTIP components as a result of the takeover by Vodafone. In addition, the reduction of the remaining costs and expenses resulted from significantly lower consulting fees related to the takeover by Vodafone. The decrease in remaining costs and expenses primarily resulted from lower expenses for the Long-Term Incentive Plan ( LTIP ), due to the settlement of virtual performance shares granted in 2010 as well as the complete settlement of virtual stock options in April 2014, and the value-equivalent The rise in operating costs and expenses is largely related to higher adjusted personnel expenses, higher content costs and increased marketing and selling expenses Cost of Services Rendered The cost of services rendered for the nine months ended December 31, 2014 and 2013 was as follows: Nine months ended in T December 31, 2014 December 31, 2013 Cost of materials and services 355, ,333 Thereof: Service Level Agreements ( SLAs ) renting and leasing DTAG 125, ,094 Thereof cable ducts 77,749 77,590 Content costs 75,608 67,519 Connectivity and other network costs 41,318 36,471 Maintenance and repair 30,124 29,534 Interconnection expenses 22,487 28,884 Other expenses 63,258 52,831 Expenses / (income) related to restructuring of the network infrastructure (2,666) 0 Personnel expenses 31,788 37,167 Thereof: Expenses related to share-based payment programs 1) 565 7,006 Depreciation and amortization 245, ,874 Other costs and expenses 58,160 54,954 Cost of services rendered 691, ,328 1) Under the LTIP, virtual performance shares fully vested up to and including March 31, 2014 as well as virtual stock options exercisable on and after April 1, 2014 were cash settled in April 2014 (see Notes to the consolidated financial statements of KDH AG as of March 31, 2014 (section 5.5)). Effective November 14, 2014, KDH introduced a new long-term, performance-based variable compensation component based on the GLTR of the Vodafone Group. Beginning with calendar year 2014, it replaces grants under the previous LTIP (see section 5.3 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, 2014). In the nine months ended December 31, 2014, the cost of services rendered increased by T 36,697 or 5.6% to T 691,025 compared to T 654,328 in the nine months ended December 31, The increase resulted mainly from higher depreciation and amortization. These increased depreciation and amortization expenses result to a significant extent from investments in network upgrades. The higher depreciation and amortization expenses also relate to an enlarged portfolio of higher-quality CPE, in particular a larger number of capitalized modems and our HD CPE in the Premium-TV business, associated with an increase in the corresponding RGUs. In addition, content costs also rose due to subscriber growth in the Premium-TV business. Furthermore, connectivity expenses included a one-time payment based on the premature termination of certain backbones of Deutsche Telekom AG ( DTAG ) in December In contrast, expenses related to LTIP included within personnel expenses decreased as a result of the factors explained in section 4.2 Costs and Expenses. In addition, interconnection expenses decreased, primarily due to a regulatory order by the German Federal Network Agency in November 2013, which also adversely affected interconnection revenues. In addition, Group Interim Management Report 13
15 4 Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, 2013 the technical restructuring provision of T 2,666 recorded in the fiscal year ended March 31, 2014 was reversed through profit or loss, as implementation of the project is not being pursued due to changed conditions. The cost of services rendered decreased slightly as a percentage of our total revenues to 45.9% in the nine months ended December 31, 2014 (prior year period: 46.2%) Selling Expenses For the nine months ended December 31, 2014 and 2013 selling expenses were as follows: Nine months ended in T December 31, 2014 December 31, 2013 Cost of materials and services 20,076 20,302 Personnel expenses 97, ,876 Thereof: Expenses related to share-based payment programs 1) 1,468 15,241 Expenses related to restructuring Depreciation and amortization 62,561 58,966 Other costs and expenses 165, ,664 Selling expenses 345, ,808 1) Under the LTIP, virtual performance shares fully vested up to and including March 31, 2014 as well as virtual stock options exercisable on and after April 1, 2014 were cash settled in April 2014 (see Notes to the consolidated financial statements of KDH AG as of March 31, 2014 (section 5.5)). Effective November 14, 2014, KDH introduced a new long-term, performance-based variable compensation component based on the GLTR of the Vodafone Group. Beginning with calendar year 2014, it replaces grants under the previous LTIP (see section 5.3 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, 2014). Selling expenses increased by T 21,307 or 6.6% to T 345,115 in the nine months ended December 31, 2014 (prior year period: T 323,808). The increase is mainly due to an increase in sales commissions and higher amortization based on increased capitalized subscriber acquisition costs accompanied by subscriber growth. In addition, intensified marketing measures are reflected in higher marketing expenses. Personnel expenses declined significantly due to a reduction in expenses related to LTIP, while adjusted personnel expenses rose due to additional recruitments in the areas of sales, marketing and product management related to organic growth. As a percentage of our total revenues, selling expenses remained nearly stable at 22.9% in the nine months ended December 31, 2014 (prior year period: 22.8%). 14 Group Interim Management Report
16 Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, General and Administrative Expenses General and administrative expenses are divided into three categories. For the nine months ended December 31, 2014 and 2013 general and administrative expenses were as follows: Nine months ended in T December 31, 2014 December 31, 2013 Personnel expenses 48,396 75,497 Thereof: Expenses related to share-based payment programs 1) 4,234 34,401 Expenses related to changes in norms 0 1,797 Depreciation and amortization 14,994 19,552 Other costs and expenses 33,746 61,105 Thereof: Expenses related to takeover and changes in norms 30 30,540 General and administrative expenses 97, ,155 1) Under the LTIP, virtual performance shares fully vested up to and including March 31, 2014 as well as virtual stock options exercisable on and after April 1, 2014 were cash settled in April 2014 (see Notes to the consolidated financial statements of KDH AG as of March 31, 2014 (section 5.5)). Effective November 14, 2014, KDH introduced a new long-term, performance-based variable compensation component based on the GLTR of the Vodafone Group. Beginning with calendar year 2014, it replaces grants under the previous LTIP (see section 5.3 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, 2014). The decrease of T 59,018 in general and administrative expenses in the nine months ended December 31, 2014 to T 97,137 is primarily attributable to lower expenses related to LTIP included in personnel expenses. Other costs and expenses in the nine months ended December 31, 2013 also included non-operating expenses of T 30,540 in connection with consulting related to the takeover by Vodafone and, to a lesser extent, related to the implementation of the EU Directive on the Introduction of a Single Euro Payments Area ( SEPA ). Depreciation and amortization also decreased, in spite of continuous investment in our IT systems and software, due to extension of the useful life of certain software components in November 2014 (see section 3.4 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, 2014). revenue growth, inter alia, the decrease in LTIP expenses and the absence of non-recurring consulting fees in connection with the takeover by Vodafone contributed to the increase. The decrease in LTIP expenses is primarily due to settlement of the one-time grant of virtual stock options issued following the IPO in April 2010 and the virtual performance shares that were also granted in April 2010 ( VPS 2010 ) (also see section 5.3 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, 2014). These major components of the Group s LTIP therefore generated no further personnel expenses in the nine months ended December 31, In addition, the remaining LTIP components are valued based on the fixed acquisition price of plus accumulated paid dividends as a result of the takeover by Vodafone. While personnel expenses adjusted for non-operating expenses rose due to additional recruitments in headquarter functions, total general and administrative expenses fell due to the large reduction in remaining expenses mentioned above. As a percentage of our total revenues, general and administrative expenses decreased considerably to 6.5% in the nine months ended December 31, 2014 compared with 11.0% in the prior year period. 4.3 PROFIT FROM ORDINARY ACTIVITIES 4.4 INTEREST INCOME In the nine months ended December 31, 2014 interest income declined from T 17,965 by T 17,279 to T 686. The decrease is due to the premature settlement of the stand-alone derivatives (interest rate floors) in connection with the required refinancing due to the takeover by Vodafone in October While income of T 17,115 from changes in the fair value of the interest rate floors was recorded in the nine months ended December 31, 2013, this income was omitted in the reporting period. Profit from ordinary activities for the nine months ended December 31, 2014 increased from T 291,304 by 30.0% to T 378,618. In addition to significant Group Interim Management Report 15
17 4 Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, INTEREST EXPENSE In the nine months ended December 31, 2014 and 2013, interest expense amounted to, respectively: Nine months ended in T December 31, 2014 December 31, 2013 Vodafone Investments loan Thereof: Interest 57,910 14,294 Interest hedging 2,481 4,166 Reversal of cash flow hedge reserve 11, Senior Secured Notes Thereof: Interest 11,375 34,125 Reversal of agio (recurring) (703) (1,500) Amortization of capitalized financing and transaction costs Thereof: Recurring Senior Notes Thereof: Interest 6,500 19,500 Amortization of capitalized financing and transaction costs Thereof: Recurring Senior Credit Facility Thereof: Interest - 36,022 Interest hedging - 10,601 Stand-alone derivatives - 23,125 Amortization of capitalized financing and transaction costs - 44,213 Thereof: Non-recurring - 41,610 Recurring - 2,602 Pensions 2,011 1,924 Finance lease 1,349 1,377 Asset retirement and CPE obligations 736 1,009 Other 5,127 3,017 Total interest expense 98, ,196 In the nine months ended December 31, 2014, interest expenses decreased by T 94,275 to T 98,921. Major effects of the decrease are described below. Since October 14, 2013, Vodafone Investments has been granting to KDVS GmbH a term loan in the amount of T 2,150,000 and a revolving loan in the amount of T 300,000. The revolving loan has not yet been drawn. On June 23, 2014, the Group concluded two more term loans for T 722,750 and T 419,500 with Vodafone Investments, which were drawn on June 30, They were used to refinance settlement of the 2018 Senior Secured Notes and 2017 Senior Notes. From the Group s point of view this results in variable Euro denominated interest payments based on the one month EURIBOR plus the respective margin agreed with Vodafone Investments. Interest expenses of T 57,910 were recorded for these loans in the nine months ended December 31, In addition to interest and commitment fees, interest expenses related to the loans also included expenses of T 2,481 for interest hedges with third parties that were incurred until their settlement on May 19 and 20, Group Interim Management Report
18 Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, Premature termination on May 19 and 20, 2014 of the hedging instruments, lastly designated to T 900,000 of the Vodafone Investments loans, resulted in an expense in the amount of T 11,520 in the nine months ended December 31, 2014 due to pro rata amortization of the changes in fair value of the interest rate swaps which were recognized in the cash flow hedge reserve until settlement. The 2018 Senior Secured Notes and 2017 Senior Notes in the amounts of T 700,000 and T 400,000, respectively, were fully settled on the earliest possible contractual redemption date, June 30, The interest expense totaled T 17,172 in the nine months ended December 31, 2014 and took into account reversal of the agio of the 2018 Senior Secured Notes as a reduction in expense in the amount of T 703. The premiums totaling T 42,250 paid at each redemption were already recognized in March 2014 through profit or loss. With the premature and full repayment of the Senior Credit Facility in October 2013 the interest expenses for the Senior Credit Facility were omitted in the current reporting period in comparison with the prior year period. In the nine months ended December 31, 2013, an expense in the amount of T 23,125 was recognized for the stand-alone derivatives. For further details on the termination of the hedging relationship of the currency swaps and the premature settlement of all stand-alone derivatives related to the Senior Credit Facility in October 2013, see section 3.5 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, While an interest expense related to the reversal of transaction costs in the amount of T 45,534 was incurred in the nine months ended December 31, 2013, we only recognized T 613 in the nine months ended December 31, The reversal of transaction costs ended with the early repayment of the Senior Credit Facility in October 2013 and the complete settlement of the 2018 Senior Secured Notes and the 2017 Senior Notes in June 2014 as described above. Adjusted for non-recurring effects and the effects from the change in fair values in connection with our interest and currency hedging in the prior year period, recurring interest expenses in the nine months ended December 31, 2014 decreased by T 29,540 or 23.0% to T 98,921 compared to T 128,461 in the prior year period. Outstanding interest bearing debt at nominal values (excluding derivatives) as of December 31, 2014 increased slightly by 42 million or 1.3% to 3,292 million (prior year: 3,250 million). Our net debt (total debt nominal amounts (excluding derivatives) net of cash) increased as of December 31, 2014 to 3,187 million (prior year: 3,059 million). 4.6 INCOME FROM ASSOCIATES 4.7 PROFIT BEFORE TAXES Profit before taxes in the nine months ended December 31, 2014 was T 282,794 compared to T 118,808 in the prior year period. The marked increase is primarily due to considerable revenue growth, the decline in expenses in connection with LTIP that will be cash settled under certain conditions and the absence of non-recurring expenses in connection with the takeover by Vodafone. 4.8 TAXES ON INCOME Tax expenses of T 95,943 were recorded in the nine months ended December 31, 2014, compared to T 185,931 in the nine months ended December 31, Taxes recorded for the nine months ended December 31, 2014 comprised current tax expenses of T 87,598 and deferred tax expenses of T 8,345. Taxes recorded for the nine months ended December 31, 2013 comprised current tax expenses of T 54,428 and deferred tax expenses of T 131,503. In the context of the income tax consolidation existing between Vodafone and KDH AG since April 1, 2014, we continue to report current tax expenses based on the tax sharing agreement. The increase in current taxes for the nine months ended December 31, 2014 was primarily due to the significant increase in profit before taxes compared to the prior year period. The decrease in deferred tax expenses for the nine months ended December 31, 2014 is primarily due to the complete write-off of capitalized deferred tax assets on loss carryforwards in the nine months ended December 31, 2013 as a result of the takeover by Vodafone. 4.9 NETPROFIT/LOSSFORTHEPERIOD For the nine months ended December 31, 2014 a net profit was recorded in the amount of T 186,851. In the prior year period, on the other hand, a net loss of T 67,123 was incurred. The significant increase in the net result in the nine months ended December 31, 2014 was primarily due to revenue growth, the decrease in deferred tax expenses and the absence of the non-recurring expenses in connection with the takeover by Vodafone, and reduced expenses related to LTIP. Earnings per share rose to 2.11 in the nine months ended December 31, 2014 compared to in theprior year period. Based on the financial statements of the associates provided for the 2013 calendar year, income decreased by T 323 to T 2,411 for the nine months ended December 31, 2014 (prior year period: T 2,734). Group Interim Management Report 17
19 4 Comparison of Operating Results for the Nine Months ended December 31, 2014 and December 31, ADJUSTED EBITDA (EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION) 1) Nine months ended in T, except as noted December 31, 2014 December 31, 2013 Profit from ordinary activities 378, ,304 Depreciation and amortization 323, ,392 Expenses related to share-based payment programs 2) 6,266 56,648 Expenses related to takeover and changes in norms 30 32,337 Expenses related to restructuring Expenses / (income) related to restructuring of the network infrastructure (2,666) 0 Adjusted EBITDA 705, ,063 Adjusted EBITDA margin in % 46.9% 48.0% 1) EBITDA consists of profit from ordinary activities before depreciation and amortization. We calculate Adjusted EBITDA as profit from ordinary activities before depreciation and amortization, expenses related to share-based payment programs, expenses related to takeover and changes in norms, expenses related to restructuring and expenses / income related to restructuring of the network infrastructure. 2) Under the LTIP, virtual performance shares fully vested up to and including March 31, 2014 as well as virtual stock options exercisable on and after April 1, 2014 were cash settled in April 2014 (see Notes to the consolidated financial statements of KDH AG as of March 31, 2014 (section 5.5)). Effective November 14, 2014, KDH introduced a new long-term, performance-based variable compensation component based on the GLTR of the Vodafone Group. Beginning with calendar year 2014, it replaces grants under the previous LTIP (see section 5.3 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, 2014). Adjusted EBITDA in the nine months ended December 31, 2014 increased by T 25,668 or 3.8% to T 705,731 compared with T 680,063 in the prior year period. The increase can be attributed to continued growth, especially in the areas of Internet, Phone and Premium-TV. Due to the marginally disproportionate increase in operating costs compared to revenues, our adjusted EBITDA margin fell slightly to 46.9% in the nine months ended December 31, 2014 (prior year period: 48.0%). 18 Group Interim Management Report
20 5 FINANCIAL POSITION AND NET ASSETS FOR THE NINE MONTHS ENDED DECEMBER 31, 2014 COMPARED TO THE NINE MONTHS ENDED DECEMBER 31, 2013 As of December 31, 2014, our cash and cash equivalents amounted to T 105,090. Under the revolving loan granted to us by Vodafone Investments, we also had T 300,000 in unused credit line available. The following table shows a condensed version of our cash flows for the nine months ended December 31, 2014 and 2013: Nine months ended in T December 31, 2014 December 31, 2013 Cash flows from operating activities 422, ,946 Cash flows from investing activities (500,703) (384,340) Cash flows from financing activities (151,142) (445,291) Changes in cash and cash equivalents (228,978) (418,685) Cash and cash equivalents at the beginning of the period 334, ,547 Cash and cash equivalents at the end of the period 105, , CASH FLOWS FROM OPERATING ACTIVITIES 5.2 CASH FLOWS FROM INVESTING ACTIVITIES Our net cash flow from operating activities in the nine months ended December 31, 2014 rose by T 11,922 to T 422,867 (prior year period: T 410,946). While income tax refunds, compared to income tax payments in the prior year period significantly contributed to the increase, payout of the cash settled components of share-based payments related to the LTIP program had the opposite effect. Our operating performance improved significantly and is reflected in the positive performance of the gross operating cash flows (cash flows from operating activities before changes in assets and liabilities as well as income taxes), which increased in the nine months ended December 31, 2014 by T 112,473 to T 707,907 (prior year period: T 595,434). Investment payments (CapEx without acquisitions and other) included in cash flows from investing activities increased by T 114,348 to T 500,842 in the nine months ended December 31, 2014 (prior year period: T 386,494). This corresponds to 33.3% of our total revenues for the nine months ended December 31, 2014 (prior year period: 27.3%). These payments comprise investments in property and equipment of T 394,145 and in intangible assets of T 106,697. These operational investments comprised success based investments of T 278,056 composed, inter alia, of investments directly attributable to the acquisition of new subscribers and thus the connection of new homes to our network as well as the CPE and their installation, and non success based investments of T 222,785, thereof T 100,891 related to the investment program Alpha started in April The objective of this program is to make it possible to achieve additional growth and efficiency improvements in network infrastructure. The non success based investments were related, besides the upgrade and extension of our network, in particular to the expansion of our IT systems. Group Interim Management Report 19
21 5 Financial Position and Net Assets for the Nine Months ended December 31, 2014 compared to the Nine Months ended December 31, CASH FLOWS FROM FINANCING ACTIVITIES The net cash flow used in our financing activities amounted to T 151,142 in the nine months ended December 31, 2014 compared to T 445,291 in the nine months ended December 31, In the nine months ended December 31, 2014, we received cash related to non-current financial liabilities of T 1,142,250 from two further term loans from Vodafone Investments. Repayments of current and non-current financial liabilities of T 1,154,646 were made particularly by the cash received from the term loans, and included the repayment of the 2018 Senior Secured Notes (T 700,000), the 2017 Senior Notes (T 400,000) and the settlement of interest hedges (T 54,646). Payments of interest and transaction costs totaled T 134,402, and included the premium of in total T 42,250 for the 2018 Senior Secured Notes and the 2017 Senior Notes. Cash payments to reduce finance lease liabilities amounted to T 2,886. In the nine months ended December 31, 2013, we received cash related to non-current financial liabilities of T 2,150,000 from the term loan from Vodafone Investments. Cash repayments of current and non-current financial liabilities of T 2,253,308 consisted of the repayment of all tranches of the Senior Credit Facility (T 2,252,440) and the present value of the purchased interest floors (T 868). Payments of interest and transaction costs totaled T 119,709, and included T 14,447 in non-recurring financing and transaction costs primarily due to the refinancing measures conducted relating to the Senior Credit Facility (see also section , subsection Senior Credit Facility of the Notes to the consolidated financial statements of KDH AG as of March 31, 2014). As per resolution by the General Shareholders Meeting on October 10, 2013, a dividend of T 221,307 was paid out. Cash repayments to reduce finance lease liabilities amounted to T OTHER COMMENTS ON NET ASSETS As of December 31, 2014, total assets of T 2,630,556 (March 31, 2014: T 2,715,336), consisted mainly of property and equipment of T 1,623,675 (March 31, 2014: T 1,456,340), intangible assets amounting to T 696,827 (March 31, 2014: T 665,674), as well as cash and cash equivalents of T 105,090 (March 31, 2014: T 334,068). The liabilities side of the balance sheet primarily consisted of non-current and current financial liabilities of T 3,292,250 (March 31, 2014: T 2,184,526) and T 12,454 (March 31, 2014: T 1,183,426). The decrease in total assets of T 84,780 primarily reflected the reduction in cash and cash equivalents due to the payout of cash settled liabilities related to the LTIP program and the one-time payment as a result of settlement of the interest rate swaps. In contrast, property and equipment increased by T 167,334, primarily due to investments into our cable networks. Further details and comments regarding changes in net assets can be found in sections 3.1 to 3.7 of the Notes to the interim condensed consolidated financial statements of KDH AG as of December 31, Group Interim Management Report
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