1 Semi-annual report 2013
2 Telegraaf Media Groep connects brands and people. Millions of Dutchmen start their day by reading De Telegraaf on paper or online. At home and on their way to work or university about the same amount of people listen to one of Sky Radio Group s radio stations. Those who do not commute by car, but with public transport read Metro or Sp!ts. By then the day has just begun... on a daily basis, the brands of Telegraaf Media Groep play a big role in the life of millions of Dutch people. The results of Metro Nederland and Zoomin.TV have been consolidated since September and November 2012, respectively, and are not included in the comparative figures for the first half of 2012 therefore. An accounting change was made in the first half of 2013 as a result of IAS 19R; the comparative figures from 2012 have been adjusted accordingly. This semi-annual report is a translation of the original text in Dutch, which is the official version. In case of any discrepancies the Dutch version will prevail. The semi-annual report is also available in the English language via: For more information: Telegraaf Media Groep N.V. Visiting address: Basisweg 30, Amsterdam Mail address: P.O. Box 376, 1000 EB Amsterdam Telephone:
3 Semi-annual report 2013
5 Telegraaf Media Groep semi-annual report to the shareholders and the holders of depositary receipts for shares of Telegraaf Media Groep NV compared to the first half of 2012: The recurring EBITDA result increased by 8.8 million to 25.3 million (+54%) The recurring EBITDA margin increased from 5.9% to 9.2% Revenues declined by 2.5% to million. Operating expenses excluding depreciation and amortisation decreased by 4.4% to million; the cost reduction programme aimed at saving 70 million is ahead of schedule Telegraaf Media Groep s share in the result of ProSieben- Sat.1 Media AG increased by 42% to 11.5 million interim dividend Telegraaf Media Groep will pay out an interim dividend of 0.50 per depositary receipt for shares, payable on 22 August economy, market and result The Dutch economy has been showing negative growth for some time. According to the most recent data on the first quarter of 2013, the economy contracted by 1.8% compared to the same period last year (source: Statistics Netherlands (CBS)). In the first half of 2013 key economic indicators such as producer and consumer confidence also performed well below their long-term average. This put a brake on both consumer and producer spending, which manifested in, among other things, a contracting market for advertising expenditure in the Netherlands. In relation to the latter point, it was recently announced that the net media expenditure in the Netherlands had declined by 4.7% in 2012 compared to the previous year, to 4.69 billion (source: Nielsen). All of this has had a clear impact on the revenues of Telegraaf Media Groep. The improvement achieved in the operating result is therefore the result of major cost savings, whereby the cost reductions more than compensated for the decline in revenues. changes to management and supervision As of 5 April 2013, Mr H.M.P. van Campenhout has resigned as CEO of Telegraaf Media Groep and Mr C.J.J. van Steijn has taken over his responsibilities, as CEO ad interim. The Supervisory Board has also named its chairman, Mr M.A.M. Boersma, as delegated supervisory board member until a permanent successor is appointed. strategy and organisation It is the ambition of Telegraaf Media Groep to be the Dutch media company of the future. A company that adequately responds to a rapidly changing market, while also taking the lead. An enterprising and dynamic company that plays a key role in the media revolution of today and tomorrow. Telegraaf Media Groep will mainly focus on strengthening its key brands and its exploitation of these brands. Dutch consumers are reached via print, online, video, mobile and radio. Which channels are used when is not relevant. The manner in which this is done is much more important. The brands and their journalistic relevance are the heart of the company. In the media company of the future, the key will be the combination of brand and content and the added value that this provides to consumers and advertisers. In order to be able to further strengthen the brands, Telegraaf Media Groep will this year drastically simplify the current corporate structure so as to give maximum latitude for entrepreneurship. The future organisation will be made up of the following units managed directly by the Executive Board, acting as the operational management: national brands (including De Telegraaf, Sp!ts (Spits), Metro, DFT.nl and Telegraaf Webshop), regional and local brands (regional daily newspapers, free local papers (distributed door-to-door) and Dichtbij), online activities unrelated to print brands (among others Hyves and Relatieplanet), Sky Radio Group (including Sky Radio 101 FM, Radio Veronica and Classic FM), Keesing Media Group, of which the strategic options are under investigation. The business units will be supported by facilitating services: the printing plants, distribution business and call centre. Change plans have recently been drawn up for the business units, which are submitted to the relevant works councils for assessment. It is important in this context that all the business units must be able to work quickly and decisively on the expansion of the already strong brands, the new initiatives focused on growth, the transformation of the company into a strong online organisation and on managing costs. At the national brands there will be more focus on expanding brands such as De Telegraaf, De Financiële Telegraaf, Vrouw, Privé and Telesport. The brands are directly connected with De Telegraaf and have a strong position in the market, which makes them ideally suited as the bases for new business.
6 Telegraaf Media Groep semi-annual report At the regional/local brands, titles will be consolidated and optimised, the online ambition will be implemented with the integration of Dichtbij and online news provision will be expanded further. In addition to the cost reduction programme announced earlier aimed at saving 70 million in the period, which includes a reduction of 350 FTEs, an additional cost reduction programme involving 50 million will be worked out in detail in the second half of 2013, which includes a further reduction of the number of jobs by at least 350 FTEs. Business Units a. print Revenues from the Print business unit declined by more than 5% to 184 million. All publishing segments realised lower revenues. The advertising revenues declined by more than 11% on average, whereby regional dailies, free local papers (distributed door-to-door) and magazines were harder hit. The national newspapers segment realised more favourable results, in contrast, also because of the consolidation of Metro. The revenues from distribution activities increased because Telegraaf Media Groep is organising and coordinating implementation of the joint daily newspaper distribution with De Persgroep in a number of areas in the provinces of Noord-Holland, Zuid-Holland and in Limburg. Consistent efforts have been made to reduce costs. Compared to the first half of last year, this resulted in lower personnel, sales, distribution and printing costs. On balance this has achieved a marginally higher normalised operating result than in the first six months of the previous year. 1. National In view of the decrease in the importance of advertising revenues for the print editions of national newspapers, De Telegraaf continued its policy of focusing on the returns from the print circulation during the first half of 2013 as well. As a result, the developments in the print circulation volume were more negative than that of other national dailies. As an important step towards realising paid digital content, an updated De Telegraaf app was made available to ipad users in the first half of the year. In addition to current and free content, the new so-called premium section now also includes reports, background and columns. The new components are only accessible for persons with a digital subscription or those who have paid for daily access and for newspaper subscribers who have purchased a combination subscription (print + digital). Printing and distribution costs at Sp!ts were cut by reducing the circulation. The same applies for Metro, which is also being printed by Telegraaf Media Groep since February of this year. The transport of the daily newspapers has taken place jointly since the acquisition of Metro. The distribution contract with the Nederlandse Spoorwegen (Dutch Railways) has also been renewed recently and now applies to both papers. Consequently Sp!ts is now also available in the stands at train stations, which has also resulted in a reduction in the number of persons distributing Sp!ts. Cooperation and merging has also realised substantial cost reductions at the editorial departments of Metro and Sp!ts. 2. Regional/local The regional dailies switched to tabloid format in April. Subscription acquisition in the context of the format change has been satisfactory. The technical problems in the ipad app that arose with the introduction of the tabloid newspapers have been resolved and an Android version of the newspaper app has recently been launched. The number of FTEs in the regional newspaper editorial departments will be cut by more than 30 in the near future. The Haarlems Dagblad has recently started an experiment with a so-called payment wall on its website. It is still too early to be able to assess the effects of this. A change to the number of editorial employees also took place at the local media. Since February, Alphen.cc is still published three days per week and the additional door-to-door distribution has been suspended. 3. Operational The joint daily newspaper delivery of the national dailies from Telegraaf Media Groep and from De Persgroep was fully effected in the first half of the year. With retention of delivery quality this will result in further cost reductions that will be fully realised starting from the second half of the year. The conversion of the newspaper presses in the Alkmaar printing plant has been completed. The changes to the Amsterdam presses must be realised before the end of The changes will result in greater flexibility and more colour options in the newspapers. b. online Online Media receives approximately 7.5 million unique visitors on a monthly basis. This reach is achieved via the portals Telegraaf. nl, Dichtbij.nl and Hyves.nl, the classified sites Relatieplanet.nl, Speurders.nl and a number of housing, boat and car sites and via the e-commerce sites Telegraafwebshop and GroupDeal.nl.
9 Telegraaf Media Groep semi-annual report FINANCIAL PERFORMANCE recurring EBITDA Period Period In thousands of euros 1/1-30/ /1-30/ (restated) Revenues 274, ,979 Other operating income Raw and auxiliary materials -22,056-23,814 Personnel costs -106, ,686 Other operating expenses -124, ,274 EBITDA 22,129 17,208 Normalisations Restructuring costs 2,945 - Other Total normalisations 3, Recurring EBITDA 25,346 16,500 Depreciation -6,364-5,456 Amorisation - 11,828-12,006 Operating result 3, Recurring EBITDA margin 9.2% 5.9% Employees (FTE) as at 2,734 2,925 Recurring EBITDA = Earnings before interest, tax, depreciation, amortisation (incl. impairments) and restructuring costs. For the first six months of 2013 Telegraaf Media Groep realised a recurring EBITDA result of 25.3 million, an increase of 54% compared to the recurring EBITDA result of 16.5 million achieved in the same period of The recurring EBITDA margin in the first half of 2013 was 9.2% (first half of 2012: 5.9%). The improvement in the result was realised despite a decline of 7.2 million in revenues. The revenues of the Sky Radio Group, the Keesing Media Group and Online Media (internet plus video productions) increased; Print revenues declined. The improvement in the result was realised following stringent cost control. In the comparison with 2012 it must be taken into account that these results exclude the daily paper Metro and Zoomin.TV. Both activities were acquired in the second half of last year. revenues Period Period ( x 1 million) 1/1-30/6/2013 1/1-30/6/2012 Circulation Advertising Print third parties Distribution Other revenues Total Circulation revenues for the first half of the year declined by 3.8 million to million. The daily newspaper De Telegraaf saw fewer trial subscriptions and lower single copy sales compared to the previous year, mainly because of the European Football Championships in The special editions marking the abdication of Queen Beatrix (in January) and the succession to the throne (in May) became collector s items. The regional daily newspapers of HDC Media switched to tabloid format in April The circulation revenues of the Keesing Media Group increased marginally. There was marginal growth in France, Germany and Spain. In contrast, the Dutch market is somewhat under pressure because of negative sentiment among buyers of single copies. Advertising revenues declined by 6.8 million (6.1%) in the first half of the year. The advertising revenues of Telegraaf Media Groep national dailies were mainly under pressure as the result of fewer advertisements from larger companies (the category of National Brands and Services). This was partly compensated by advertising revenues from Metro. The Sky Radio Group managed to cash in on its growing listener figures in the radio market. Revenues increased by 1.5 million (8.8%) in a declining market. Revenues from distribution activities for third parties increased by 2.3 million thanks to the partnering with the Persgroep Distributie on daily newspaper distribution in the provinces of Zuid-Holland, Noord-Holland and Limburg. Some of the joint distribution activities are performed by Telegraaf Media Groep. Other revenues increased by 1.3 million due to higher revenues from e-commerce activities, including the sale of tablets, travel packages and jewellery. The revenue of GroupDeal increased with more than 60%. The revenues of Online Media (including video productions) increased by a limited extent, mainly thanks to e-commerce activities. The advertising revenues from internet saw a marginal decline, while revenues from video increased by 1.0 million thanks to the acquisition of Zoomin.TV.
10 Telegraaf Media Groep semi-annual report expenses The cost reduction programme aimed at saving 70 million, which is to be realised in the period , is ahead of schedule and, on balance, more than compensated for the decline in revenues. In the first six months cost savings were primarily achieved in printing, distribution and personnel and totalled 26.8 million. Since the beginning of the program 40 million is realised on cost reduction. Despite the acquisition of free daily newspaper Metro, which has been printed by TMG since February 2013, the costs of raw and auxiliary materials declined by 1.8 million (7.4%) in the first half of This was partly due to a decrease in the price of newspaper paper, which yielded a cost advantage of 1.2 million. The personnel costs declined by 3.2 million (2.9%) to million, despite an allocation of 2.9 million to the restructuring provision because of the planned closing of the Keesing Media Group s Rotomega printing plant in France. Personnel costs include wages and salaries, social security contributions, pension premiums and the costs of temporary personnel. Over the past several years staff complement of Telegraaf Media Groep has decreased as the result of reductions in personnel and increased as the result of the acquisition of Hyves (4th quarter of 2010), Megastar (end of 2011), GroupDeal (beginning of 2012) and Metro and Zoomin.TV (2nd half of 2012). The development in the total staff complement and that of the autonomous activities is in FTE as follows: Other operating expenses decreased by 6.9 million (5.2%) in the first half of Last year, sales costs were higher because of marketing campaigns ( 4.0 million) and increased circulation activities in relation to the European Football Championships and the personalised online radio station My Radio that was developed and introduced by the Sky Radio Group. Further savings were achieved this year on distribution costs, editorial costs and automation costs; savings were also realised at the free local papers as the result of changes to the product portfolio (fewer titles). The e-commerce revenues, which increased by 3.5 million (mainly at GroupDeal and De Telegraaf online shop), caused an increase in the other operating expenses because of the related purchase value. The consolidation of Metro and Zoomin.TV also caused an increase of approximately 2.2 million in the other operating expenses. The depreciation and amortisation costs increased to a limited extent in the first half of 2013 because of a depreciation of the acquired servers of Hyves and a faster amortisation of the Sky Radio Group s brand names. financial income and expenses The result of associates includes the 6% share of Telegraaf Media Groep in the result of ProSiebenSat.1 Media AG (ProSiebenSat.1), which was 11.5 million for the first half of 2013 (first half of 2012: 8.1 million). The recurring EBITDA result from continued operations amounted to million in the first half of 2013 (first half of 2012: million). The revenue on the basis of continued operations was also 1,187.6 million (first half of 2012: 1,060.4 million). The net result of ProSiebenSat.1 increased from million for the first half of 2012 to million for the first half of As at 30 June, the carrying value of the interest by Telegraaf Media Groep (before payment of the 2012 dividend) amounted to million or per share Total Telegraaf Media Groep Autonomous activities taxes The variance between the effective tax burden (-9.3%) and the nominal tax burden (25%) is mainly due to the exempted results of the associate ProSiebenSat.1. As at 30 June 2013, the number of FTEs was 2,734. Including the expansion of personnel because of the acquisition of Metro and Zoomin.TV, the net reduction compared to the end of June 2012 was 191 FTEs. Autonomously the reduction was 251 FTEs. The decrease in the number of FTEs mainly took place at regional dailies, free local papers, online (Hyves) and the head office. FTE reductions were also realised by integrating the so-called back-office and the editorial departments of Sp!ts (Spits) and Metro. cash flow Due to a higher operating result, the net cash flow from operational activities in the first half of 2013 was 5.4 million higher than in the same period in Payment instalments were made in the first half of 2013 for the investments to create greater flexibility in printing options at the printing plants in Amsterdam and Alkmaar. Furthermore, the Hyves servers were purchased (previously under operational lease) for a
11 Telegraaf Media Groep semi-annual report sum of 4.3 million, and severance payments of 10.1 million were paid out as part of the FTE reduction programme. In the first half of 2012 a dividend of 1.15 per share with voting rights was received from ProSiebenSat.1 for the 2011 financial year. Taking into account a refund of income tax at source on the 2010 dividend of approximately 2.6 million, a total of 13.7 million in dividend income was received. The dividend received was deducted from the carrying value of ProSiebenSat.1. The dividend over the financial year 2012 has been received in the second half of Telegraaf Media Groep did not pay out any dividend to shareholders in the first half of 2013 (2012: 21.8 million). The decline in the cash flow from operational activities and investment activities, at 29.9 million, was financed with existing credit facilities. The net bank debt at 30 June 2013 was 93 million, which is 22 million more than it was at 31 December ISSUED SHARE CAPITAL In accordance with the resolution of the shareholders meeting of 23 April 2013, the 1.4 million shares repurchased in Telegraaf Media Groep were cancelled. The issued share capital now consists of 46,350,000 ordinary shares and 960 priority shares. OUTLOOK No improvement in the market is expected for the second half of this year: both advertising and circulation revenues will remain under pressure. Because of uncertainty about the level of pressure no pronouncement on projected profits is being issued for In the second half of the year extra efforts are put in to keep the position in the circulation market. The appreciation on the interest in ProSiebenSat.1 will have an impact on the net result in the second half of the year because of the impending change to the valuation method, from equity method to market value. The change is being made on account of the upcoming market listing of shares with voting rights, as held by Telegraaf Media Groep, whereby the preference shares will also acquire voting rights. After the market listing, voting rights of Telegraaf media Groep will be reduced by half; consequently it will no longer exercise significant influence. Based on the share price of the preference shares as at 30 June 2013,and compared to the carrying value, the value of the stake gained million.the final gain depends of course on the price at the moment of conversion. On the other hand there will be possible impairments of intangible assets as the result of the sale or termination of activities that have to be valued at market value at that point. The size of the impairments is estimated at 40 million to 50 million. Finally allocations to restructuring provisions will be required because of cost reduction measures which are additional to those of the programme of 70 million. The additional cost reduction programme of approximately 50 million will be concluded next year and includes a further reduction of the number of jobs by at least 350 FTEs. This involves an allocation to the restructuring provision in the order of 35 million. The cash flow will be positively impacted in the second half of the year by the 2012 dividend received from ProSiebenSat.1 in July in the amount of over 62 million, and negatively impacted by the expected payments from the restructuring provisions in the amount of 15 million, as well as by the payment of an interim dividend to holders of (depositary receipts for) shares of Telegraaf Media Groep. INTERIM DIVIDEND TELEGRAAF MEDIA GROEP Based on the dividend received from ProSiebenSat.1 after the balance sheet date, it was decided that an interim dividend of 0.50 will be paid out per share or depositary receipt for a share of Telegraaf Media Groep. The interim dividend will become payable on 22 August The ex-dividend date is 19 August STATEMENT OF RESPONSIBILITY In compliance with Section 5:25d subsection 2c of the Financial Supervision Act (Wft), the Executive Board declares that to the best of its knowledge: 1. the financial statements provide a true and fair view of the assets, liabilities, financial position and the profit or loss of the issuing company and the companies jointly included in the consolidation; and 2. the semi-annual report presents a true and fair view of the position on the balance sheet date of 30 June 2013, the performance during the first half of 2013 of the Telegraaf Media Groep NV and that of its affiliated companies, the figures of which are included in its financial statements, and that the semi-annual report describes the outlook for the second half of the financial year. Executive Board of Telegraaf Media Groep N.V. C.J.J. van Steijn, CEO ad interim F.Th.J. Arp, CFO Amsterdam, 14 August 2013
13 telegraaf media groep Semi-annual financial statements
14 Telegraaf Media Groep semi-annual financial statements consolidated statement of comprehensive income Periode Period In thousands of euros Note 1/1-30/ /1-30/ (restated) Revenues 6,7 274, ,979 Other operating income Total income 275, ,982 Raw and auxiliary materials 22,056 23,814 Personnel costs 106, ,686 Depreciation and amortisation 18,192 17,462 Other operating expenses 124, ,274 Total operating expenses 271, ,236 Operating result 6 3, Result from associates 8,12 11,542 8,195 Financial income Financial expenses 8-2,389-2,180 Financial income and expenses 9,166 6,107 Result before tax 13,103 5,853 Income tax 9-1,225-3,216 Net result for the period (realised) 14,328 9,069 Other comprehensive income for the year, net of tax Total comprehensive income for the period 14,328 9,054 Net result attributable to: Shareholders of Telegraaf Media Groep N.V. 14,166 9,649 Non-controlling interests Net result for the period (realised) 14,328 9,069 Comprehensive income attributable to: Shareholders of Telegraaf Media Groep N.V. 14,166 9,634 Non-controlling interests Total comprehensive income for the period 14,328 9,054 Earnings per share Net result attributable to shareholders of ordinary shares Telegraaf Media Groep N.V. 14,166 9,649 Weighted average number of ordinary shares 46,350,000 46,458,970 Basic and diluted earnings per share (EUR) Basic and diluted earnings continued operations per share (EUR) The figures shown in this report have not been audited
15 Telegraaf Media Groep semi-annual financial statements consolidated statement of financial position In thousands of euros Note 30/ / (restated) ASSETS Non-current assets Intangible assets 354, ,356 Property, plant and equipment 10 71,088 66,880 Investments in associates , ,371 Deferred tax assets 26,890 21,878 Other receivables 2,239 2,502 Total non-current assets 698, ,987 Current assets Inventories 9,927 13,736 Tax receivables 395 1,683 Trade and other receivables 81,401 81,208 Cash and cash equivalents 13,218 9,062 Assets classified as held for sale 11 7,532 7,532 Total current assets 112, ,221 Total assets 810, ,208 Equity and liabilities Shareholders equity Issued capital 11,938 11,938 Other reserves 426, ,822 Attributable to equity holders Telegraaf Media Groep N.V. 438, ,760 Non-controlling interests -2,255-2,417 Total shareholders equity , ,343 Liabilities Interest-bearing loans and borrowings 71,653 78,782 Post-employment benefit liabilities 14 12,688 14,389 Restructuring provisions 15 6,710 10,535 Deferred tax liabilities 26,075 24,791 Total non-current liabilities 117, ,497 Interest-bearing loans and borrowings 16 80,879 47,178 Accounts payables and other current liabilities 152, ,068 Restructuring provisions 15 18,602 21,919 Tax payables 4,304 4,203 Total current liabilities 256, ,368 Total liabilities 373, ,865 Total equity and liabilities 810, ,208 The figures shown in this report have not been audited
16 Telegraaf Media Groep semi-annual financial statements consolidated statement of cash flows Period Period In thousands of euros Note 1/1-30/ /1-30/ (restated) Cash flow from operating activities Net result for the period 14,328 9,069 Adjustments for: Depreciation of property, plant and equipment 6,364 5,456 Amortisation of intangible assets 11,828 12,006 Net financing costs 2,376 2,087 Share in result investments accounted for according to the equity method 8-11,532-7,631 Other result from associates Gain on sale of property, plant and equipment Gain on sale of non-current financial assets Income tax -1,225-3,216 21,810 17,204 Change in inventories 3,809 3,450 Change in trade and other receivables ,970 Change in prepayments -1,465-1,679 Change in accounts payable and other current liabilities -21,259-23,650 Change in provisions and post-employment benefit liabilities 15-8,843-14,251-6,442-10,956 Interest received Interest paid -1, Income taxes paid -1,168-3,015 Net cash from operating activities -9,142-14,514 Cash flows from investing activities Dividends received 12-13,686 Investments in intangible assets -2, Investments in property, plant and equipment 10-10,984-14,848 Acquisition of subsidiaries, net of cash acquired Acquisition of associated companies Divestment of associated companies - 5 Disposal of operation, net of cash disposed of Divestments of property, plant and equipment Net cash used in investing activities -12,484-1,660 Cash flows from financing activities Dividends paid ,830 Repurchase of own shares - -1,862 Withdrawal of borrowings 16 29,916 37,135 Redemption of borrowings -4, Net cash used in financing activities 25,782 12,789 Net increase (decrease) in cash and cash equivalents 4,156-3,385 Cash and cash equivalents at 1 January 9,062 14,972 Cash and cash equivalents at 30 June 13,218 11,587 The figures shown in this report have not been audited
17 Telegraaf Media Groep semi-annual financial statements consolidated statement of changes in equity Attributable to equity holders of Telegraaf Media Groep N.V. Non- Total Issued Treasury Retained controling sharehol- In thousands of euros Note capital shares earnings Total interests ders equity Balance at 1 January 2012 according to the Financial Statements 11,938-11, , ,828-2, ,013 Adaptation by amending IAS 19 R ,105-1, ,105 Balance at 1 January 2012 (restated) 11,938-11, , ,723-2, ,908 Net result for the period (restated) - - 9,649 9, ,069 Other comprehensive income Total comprehensive income for the period - - 9,634 9, ,054 Dividends paid to shareholders ,830-21, ,830 Repurchase of own shares - -1, , ,862 Change in non-controlling interest Balance as at 30 June 2012 (restated) 11,938-13, , ,665-3, ,585 Net result for the period (restated) ,251-20, ,272 Other comprehensive income ,015-5, ,015 Total comprehensive income for the period ,266-25, ,287 Repurchase of own shares Change in non-controlling interest Balance as at 31 December 2012 (restated) 11,938-13, , ,760-2, ,343 Net result for the period ,166 14, ,328 Other comprehensive income Total comprehensive income for the period ,166 14, ,328 Balance as at 30 June ,938-13, , ,926-2, ,671 The figures shown in this report have not been audited
19 Telegraaf Media Groep N.V. semi-annual financial statements notes to the consolidated semi-annual financial statements 1. corporate information Telegraaf Media Groep N.V. (the Company ), which is domiciled in Amsterdam, the Netherlands, is a media company with a leading market position and recognized brands in the Netherlands. The activities are primarily the publication of print media and the operation of, and participation in, digital media, radio and television. The Company s shares are listed on the NYSE EuroNext in Amsterdam. The Company s consolidated semi-annual report for the first six months of 2013 comprises the Company, its subsidiaries and entities over which the Company has joint control (together referred to as Telegraaf Media Groep) and its interests in associates. The consolidated financial statements for the financial year 2012 are available upon request at the Company s postal address, P.O. Box 376, 1000 EB Amsterdam, or digital via The interim report, unaudited, was approved by the Board of Directors and Supervisory Board for publication on August 14, statement of compliance The consolidated semi-annual financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The report does not contain all the information required for complete financial statements and should be read in combination with the consolidated financial statements of Telegraaf Media Groep for basis for preparation The principles by which the Telegraaf Media Groep applies for this consolidated interim financial statements are the same as the accounting policies applied in the consolidated statements for the year 2012 and are in accordance with the European Commission approved International Financial Reporting Standards (IFRS), except of the application of new standards and interpretations with effect from 1 January Telegraaf Media Groep applies, for the first time, certain standards and amendments that require restatement of previous financial statements. These include IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IAS 19 (Revised 2011) Employee Benefits, IFRS 13 Fair Value Measurement and amendments to IAS 1 Presentation of Financial Statements. As required by IAS 34, the nature and the effect of these changes are disclosed below. In addition, the application of IFRS 12 Disclosure of Interest in Other Entities result in additional disclosures in the annual consolidated financial statements. The nature and impact of each new standards /amendment is described below: IAS 19 Employee Benefits IAS 19R includes a number of amendments to the accounting for defined benefit plans, including actuarial gains and losses that are now recognised in other comprehensive income (OCI) and permanently excluded from profit and loss. Expected returns on plan assets that are no longer included in profit and loss. Instead, there is a requirement to recognise interest on the net defined benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined benefit obligation. Furthermore,unvested past service costs are now recognised in profit or loss at the earlier of when the amendment occurs or when the related restructuring or termination costs are recognised. Other amendments include new disclosures, such as, quantitative sensitivity disclosures. In case of Telegraaf Media Groep, the transition to IAS 19R had an impact on the net defined benefit plan obligations due to the difference in accounting for interest on plan assets and unvested past service costs (abolish corridor method ).
20 Telegraaf Media Groep semi-annual financial statements The change in the transition to IAS 19R a restatement of previous financial statements. These adjustments for the following items in the financial statements are as follows: Opening balance 2012 Deffered Post-employment tax asset Equity benefit liabilities Annual report , ,013 17,257 Abolish corridor method 368-1,105 1,473 Restated 13, ,908 18,730 Net result for the period 1 januari juni 2012 (realised) Personnel costs Financial expenses Income tax Semi-annual report ,632-1,777-3,352 Effect of abolition amortisation and reclassification interest expense 1) Restated 109,686-2,180-3,216 1) The impact on net income (realised) is 407 positive, or 0.01 per basic and diluted earnings per share Closing balance 2012 Deffered Post-employment tax asset Equity benefit liabilities Annual report , ,945 12,253 Abolish corridor method 534-1,602 2,136 Restated 21, ,343 14,389 IFRS 11 Joint Arrangements and IAS 28 Investments in associates and joint ventures IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 jointly controlled entities. IFRS 11 removes the option to account for jointly controlled entities using proportionate consolidation. Jointly controlled entities that meet the definition of a joint venture under IFRS 11 must be accounted for using the equity method. The application of this standard has an impact on the processing of TTG Sulake B.V. and Adventure Holding B.V. IFRS 11 applies from 1 January 2013, however processing, using the prescribed equity method on these entities, has no material effect on the financial position of Telegraaf Media Groep. IAS 34 Interim financial reporting and segment information The amendment clarifies the requirements in IAS 34 relating to segment information for total assets and liabilities for each reportable segment to enhance consistency with the requirements in IFRS 8 Operating Segments. Total assets and liabilities for a reportable segment need to be disclosed only when the amounts are regularly provided to the chief operating decision maker and there has been a material change in the total amount for that reportable segment disclosed in the annual consolidated financial statements of The impact of other adjustments at January 1, 2013 have no consequences on the accounting policies of Telegraaf Media Groep. If necessary additional disclosures and presentations are made for adjustments in accordance with the amendments to IFRS.
21 Telegraaf Media Groep semi-annual financial statements critical accounting estimates and judgements In the process of compiling interim reports, the management has made judgments, estimates and assumptions which affect the application of accounting principles, the reported value of assets and liabilities and the amounts of income and expenses. The resulting accounting estimates will, by definition, seldom equal the related actual results. Interim results are not necessarily indicative for full-year results. Unless stated otherwise, the estimates made by the management in applying the accounting principles of Telegraaf Media Groep and the principal estimate sources used are identical to the judgments and sources that were applied for the consolidated financial statements Change in accounting estimates As of year 2013, Telegraaf Media Groep has made a change over the amortisation period of the brand names Sky Radio and Radio Veronica. The estimated useful live of the brand names is 20 years (was 50 years). The shortened amortisation period is accounted for prospectively. Therefore, an additional depreciation of 963 was recorded during the first half of The full year impact is 1,925 and has a structural effect until financial risk management Risk categories and factors influencing the financial position of Telegraaf Media Groep have been reported in the financial statements In the first six months 2013, no significant changes in risk occurred, which in this report is merely a reference to the 2012 financial statements. European economic development has a particularly negative effect on the net media spending, which are cyclical. Furthermore, there is a structurally changing media use, where traditional media is under pressure and new media and new technologies have a growing consumer use. For further information on market conditions, see the notes to the semi-annual result 2013.
22 Telegraaf Media Groep semi-annual financial statements segment reporting Print Media Online Media In thousands of euros ) ) Revenue from third-party transactions 184, ,679 37,741 36,076 Revenue from transactions with other segments Total revenue 184, ,787 37,856 36,318 Segment result before depreciation and amortisation 19,216 18,677-3,739-8,084 Total depreciation and amorisation 5,025 5,834 4,755 3,441 Operating result 14,191 12,843-8,494-11,525 Result from associates Financial income Financial expenses Income tax -3,534-7,094 2,330-1,055 Net result for the period 10,654 5,053-6,143-12,463 Segment assets 199, ,293 80,589 77,215 Investments in associates Total assets at 30 June 2013 / 31 December , ,293 80,955 77,581 Segment liabilities 105, ,695 11,716 12,758 Total liabilities at 30 June 2013 / 31 December , ,695 11,716 12,758 Segment investments 6,244 9,328 5, Total investments 6,244 9,328 5, Restructering costs Other material non-cash items Average number of fte 1,729 1, as of January 1, 2013 changes have taken place in the organization and management of the various business units. Telegraaf Media Groep comprises of the following main business segments: - Print Media: The publishing of national and regional newspapers, magazines, door-to-door papers, printing and distribution of newspapers and organizing exhibitions. - Online Media: includes Internet and video activities, including the operation of a social media platform and e-commerce. - Radio: The operation of several radio stations in the Netherlands. - Keesing Media Group: The publishing of puzzle booklets and the operating of (digital) casual gaming activities. - Headoffice/Elimination: includes providing office space plus associated facilities and (internal) ICT services. 1) Comparative figures are proforma
23 Telegraaf Media Groep semi-annual financial statements Radio Keesing Media Group Headoffice / Eliminations Total (restated) ) ,088 17,573 33,505 33, , , ,050 17,512 33,568 33, , ,979 7,377 5,284 5,095 7,969-5,820-6,638 22,129 17,208 5,405 4,439 2,755 3, ,192 17,462 1, ,340 4,853-6,072-7,270 3, ,532 8,779 11,542 8, , , ,389-2, ,126 2,699 12,504 1,225 3,216 1, ,246 3,755 6,521 12,930 14,328 9, , , , ,680-11,845-2, , , , , , , , , , , , , , ,208 63,236 63,054 35,576 35, , , , ,865 63,236 63,054 35,576 35, , , , , ,395 1, ,422 11, ,395 1, ,422 11, , , , , ,783 2,936
24 Telegraaf Media Groep semi-annual financial statements seasonality of business operations A part of the business operations of Telegraaf Media Groep is subject to seasonal influences. During the first and third quarter of the year, advertising revenues are normally lower than during the remainder of the year. The single-copy sales of De Telegraaf and the Keesing Media Group s publications are significantly higher in the third quarter. The fourth quarter is normally the most important quarter for advertising revenues. Cash flow is the strongest in the fourth quarter because as well quarter subscriptions and annual subscriptions are received in advance 8. financial income and expenses Period Period In thousands of euros 1/1-30/ /1-30/ (restated) Result from associates Share in result associates 11,532 7,631 Other results associates ,542 8,195 Interest income Interest expenses -2,389-2,180 Total 9,166 6, income tax The income tax is based on the best estimate for the expected 2012 average tax rate attributable to result before tax for the first six months of The variance of the effective tax rate over the first six months 2013 and 2012 compared to the nominal tax rate (25%) is mainly caused by taxexempt result of associate ProSiebenSat.1 Media AG. In addition, there was a release from a tax provision in property, plant and equipment In 2011 and 2012 Telegraaf Media Groep entered investment commitments for a technical transformation of the printing presses in Amsterdam and Alkmaar, which will lead to more flexibility (full color and tabloid) in the newspapers for an amount of approximately 25 million. The technical conversion Is completed in stages. Until June 30, 2013, an amount of 21.3 million was invested. Final completion is expected in assets held for sale The assets held for sale concern property, plant and equipment. A bid on one of the premises was made, however this has not yet led to a transaction.
25 Telegraaf Media Groep semi-annual financial statements ProSiebenSat.1 Media AG Telegraaf Media Groep has a 12% interest in ProSiebenSat.1 Media AG, equals a 6% economic interest. The valuations of the interest after the first six months is as follows: In thousands of euros Carrying value associate ProSiebenSat.1 Media AG as at 31 December ,759 Share in result associate first six months ,532 Carrying value associate ProSiebenSat.1 Media AG as at 30 June , shareholders equity Telegraaf Media Groep has paid no dividend for 2012 in the first half of During the first half year of 2012, Telegraaf Media Groep paid out a dividend for 2011 of 0.47 per (depositary receipt of a) share, for a total amount of 21, post-employment benefit liabilities The provision for employee benefits at December 31, 2012 is adjusted by applying IAS 19 Revised at 1 January Because of this change, application of the so-called corridor method is not allowed, resulting in a 2,136 increase of the provision at 31 December restructuring provision In the autumn of 2011, as part of the new strategy, reorganisation plans concerning a reduction of 350 FTEs were developed by Telegraaf Media Groep. The reorganisation plans have the consent of the Central Works Council on main lines. In the first six months of 2013 an amount of 10,087 (first six months 2012: 7,212) has been used and a new provision was made of 2,945 due to the closure of the printing location Rotomega in Poitiers (Keesing France). 16. interest-bearing loans and borrowings In november 2012 a bank financing agreement with a maturity until 2016 is closed with a consortium of three banks. A term loan of 50 million is withdrawn. At balance sheet date the total of the term loan amounts to 46,250 (excluding amortised costs). The interest payable is six-month Euribor plus a margin of 1.90%. In addition, a revolving credit facility is available. On 30 June, ,000 (year-end 2012: 30,084) was used. The interest payable for the revolving credit facility is 3-month Euribor plus a margin of 1.75%. The bank financing agreement has market-based convenants limited on 2.25 times NEBITDA, which are met at balance sheet date. There are no real guarantees given. 17. related parties Transactions with related parties relate to associated companies (revenues 2013: nil; revenues 2012: nil). In the first six months of 2013 Telegraaf Media Groep paid 5,831 (first six months 2012:10,359) premium to Stichting-Telegraafpensioenfonds Including employees contributions the premium amounted to 8,749 (2012: 13,462). 18. subsequent events Apart from the cancellation of the repurchased shares Telegraaf Media Groep july 2013, the 2012 dividend of ProSiebenSat.1 and the announced conversion of shares with voting rights in listed shares of ProSiebenSat.1 in july 2013 there are no subsequent events.