RTL Group, Europe’s leading broadcaster and content provider, announces its audited preliminary results for the year ended 31 December 2001

Business Headlines

Core business outperforming peers

• Audience and advertising share up in Germany, France, UK and Hungary
• Continued investment in content brings ratings and FremantleMedia sales success e.g. – Pop Idol (under discussion for sales to several new territories),Veto, and La Gym des Neurones   
• French radio business bounces back, gaining audience share and consolidating market leading position

Portfolio enhanced 

• Creation of Sportfive, Europe’s leading sports rights and marketing business, through merger with Groupe Jean Claude Darmon and Sports +
• Portfolio review leads to disposal of non core and underperforming assets: RTL 7 Poland, Swedish and UK radio  
• Restructuring of North American production and syndication businesses completed

Improved efficiency 

• Significant cost saving measures implemented
• New management structure created

Robust financials

• Proposed dividend EUR 0.5 per share (2000 : EUR 0.85 per share) represents pay out ratio of 42%, sustainable dividend policy to pay out 35-50% of earnings   
• Ratio of EBITA to operating cash flow conversion over 100%, working capital management improved
• 2001 year end net debt EUR 645 million, down  from EUR 681 million year end 2000 

Didier Bellens, Chief Executive Officer (CEO) of RTL Group, said: “RTL Group has continued to outperform. By investing in quality programming and format development we have won both audience and advertising market share in our main markets.

This growth is being achieved within our overall cost control policy. We have implemented a series of cost control measures and are actively exploring further saving opportunities.  The operating portfolio review undertaken by the Group in 2001 will be continued in 2002.

Whilst the outlook for advertising markets remains tough, we believe our strategy of investment will bring enhanced revenues and margins when markets stabilise.

The payment of a 2001 dividend of EUR 0.5 per share demonstrates the confidence of the Board in the Group’s future prospects.”

A meeting will be held for analysts and investors at 09:30h London time on Monday, March 04, 2002, at FremantleMedia (formerly Pearson Television), Stephen Street, London W1. This meeting will be webcast live and can be accessed through RTL Group’s website, www.rtlgroup.com, and Finsbury’s website, www.finsbury.com. 

Financial review 

RTL Group’s revenues held up well in a market that has recorded the steepest declines in advertising revenue for ten years. The group’s biggest division, television, reported revenue of EUR 2,866 million compared to EUR 2,862 million in 2000, reflecting RTL Group’s success in winning advertising share from rivals in its key markets.

RTL Group’s content and new media divisions increased revenues over the full year period by 5.3% and 139% respectively. This helped offset a decline in revenue from the radio businesses of 12.7%.    

Underlying revenue growth for RTL Group, stripping out the effects of portfolio changes (mainly M6 and Talkback), was minus 2.3%.

Adjusted EBITA decreased to EUR 361 million from EUR 555 million resulting in a fall in the EBITA margin to 8.9% from 13.7% in 2000. Reported EBITA was EUR 276 million compared to EUR 555 million in 2000.

RTL Group’s operating costs, excluding goodwill amortisation and impairment, increased 7.0% to EUR 3,878 million from EUR 3,623 million in 2000. This was due to scope changes, increased investment in New Media and RTL Shop and restructuring costs.  Stripping out these effects, costs increased by less than 1%.

RTL Group’s television revenue remained relatively flat year on year at EUR 2,866 million in 2001 compared to EUR 2,862 million in 2000. This reflects the strength of RTL Group’s television stations, brands, and leading market positions which enabled RTL Group’s channels to gain audience and advertising share across its key markets.

 
Television EBITA declined to EUR 297 million, from EUR 408 million in 2000 reflecting increased spending on programming at Channel 5 and M6, non-recurring costs, and investment in RTL Shop. 

Content revenues were up 5.3% over the year to EUR 1,148 million from EUR 1,090 million in 2000. Underlying revenue grew by 6.8%.  EBITA in the content division fell to EUR 48 million, down from EUR 126 million in 2000, primarily due to restructuring at FremantleMedia and the impact of the withdrawal and cancellation of American TV movies and drama series.

Within the radio division RTL Radio remains France’s number one station with an audience share of 13.3%. This continued improvement in performance is thanks to the new management team and the return to the station of popular formats and presenters.

RTL Group’s radio revenue declined by 12.7% to EUR 213 million in the course of the year, down from EUR 244 million in 2000, and EBITA fell to EUR 26 from EUR 75 million. This fall was due primarily to a weaker advertising market in our core market of France and lower audience shares at RTL Radio.

RTL Group continued to build on its strong position in European new media over the year, establishing itself as one of the most successful online players in European broadcasting.

Thanks to successful e-commerce driven merchandising, revenue increased to EUR 91 million up from EUR 38 million in 2000. The division reported limited start-up losses of EUR 55 million, up from EUR 37 million the previous year.

The gain or loss from sale of subsidiaries, joint ventures and other investments was EUR 228 million. This related primarily to the contribution from UFA Sports to Sportfive, the sale of Premiere and the disposal of RTL 7. 

RTL Group’s tax expense decreased to EUR 67 million from EUR 218 million in 2000, due principally to lower corporate taxes in Germany. The effective tax rate was 35% against 42% in 2000.   

Net interest expense in 2001 was EUR 33 million.  The consolidated net debt position at 31 December 2001 was EUR 645 million down from EUR 681 million at the year-end 2000.

Net profit for the full year before goodwill impairment was EUR 63 million compared to EUR 67 million in 2000. Net loss, after the goodwill impairment of EUR 2,562 million relating to FremantleMedia and Antena 3, was EUR 2,499 million.

Earnings per share were EUR –16.3 (2000: EUR 0.43) and adjusted earnings per share were EUR 0.90 (2000: EUR 1.91). The proposed final dividend is EUR 0.50 per share compared to EUR 0.85 in 2000.

RTL Group’s review of its asset portfolio resulted in the disposal or closure of several non-core or underperforming businesses. In January 2001 RTL Group completed its exit from German Pay-TV platform Premiere with the sale of its remaining 5% stake and in December RTL Group announced the disposal of its Polish television operation RTL 7.

Another important portfolio changes during 2001 was the creation of Europe’s leading sports rights and marketing group, Sportfive. The deal brings together the RTL Group’s sports interests UFA Sports, Sports +, the sports rights trading subsidiary of Canal+ Group, and Groupe Jean-Claude Darmon, in which RTL Group already owned a 28% stake.    

RTL Group announced at its interim results in September a one-off goodwill impairment adjustment of EUR 2,276 million relating to the assets of FremantleMedia.  Total goodwill impairment charges for the full year are EUR 2,562 million reflecting a review of the carrying value of RTL Group’s stake in Antena 3.

​Television

RTL Group’s television revenue remained relatively flat year on year at EUR 2,866 million in 2001 compared to EUR 2,862 million in 2000. This reflects the strength of RTL Group’s television stations, brands, and formats which enabled RTL Group’s channels to gain audience and advertising share across its key markets.

Television EBITA declined to EUR 297 million, from EUR 408 million in 2000 reflecting increased spending on programming at Channel 5 and M6, non-recurring costs, and investment in RTL Shop.

RTL Television, the flagship channel in Germany, was market leader for the ninth consecutive year in the important 14-49 age category and increased its audience share to 17.9% from 17.3% in 2000. RTL Television also dominated the top 100 list of the most widely viewed broadcasts of the year, with no fewer than 83 entries. In total, RTL Television crossed the 10 million-viewer threshold 80 times during the year – more than all the other channels put together. Formula One attracted a peak audience of 14.6 million viewers for the Canadian GP in June.

It is especially pleasing that RTL Television has recorded notable audience successes with series produced by RTL Group companies. RTL Group produced “Gute Zeiten, Schlechte Zeiten” is Germany’s most successful soap with average audiences over 4 million and a 26% share of the 14-49 age category. Other RTL Group produced successes include “Alarm fur Cobra 11” which increased its audience share to 26.5%, and “Hinter Gittern – Der Frauenknast” which increased audience share to 22.3%.

As a result of these audience gains RTL Television increased its share of the German advertising market to 28.5%, from 27.3% in 2000.

VOX had a successful year airing a number of winning formats such as “Ally McBeal” and “C.S.I”. and establishing a strong prime time presence with an attractive demographic and audience profile. Vox’s share of the 14-49 audience increased to 4.3% from 3.9%, and advertising share increased to 4.1%.

RTL Television/VOX revenue decreased by only 3.5% to EUR 1,592 million (2000: EUR 1,650 million) compared to an 8.3% decline in German television advertising. EBITA fell to EUR 230 million (2000: EUR 251 million), down 8.4% from 2000.

M6 in France strengthened its position as the second most popular channel for the 15-34 age category. M6’s audience share increased to 21.3% from 20.0% in 2000, and advertising market share to 22.9% from 21.4% in 2000. Highlights of the year included France’s first reality TV show “Loft Story” and the highly successful “Popstars”.  “Loft Story” was an incredible ratings success achieving audience share of up to 70% in the target group of 15-34.

M6’s revenue was up 18.1% over the year to EUR 378 million (2000: EUR 320 million). RTL Group’s share of M6 EBITA fell slightly to EUR 78 million (2000 : EUR 81 million), reflecting the continued investment in programming.

Channel 5 continued its strategy of investing in programming and new formats to build the channel’s position in the UK market. As a result Channel 5 was the only advertising funded UK channel to show growth in 2001. Audience share increased to 5.8% from 5.7% in 2000, and advertising market share increased to 6.4% from 6.3%. The launch of “Home & Away” in July 2001 was a major success for the channel with ratings exceeding expectations. The ratings for the 6-7 pm time slot have increased by 145% as a result of the new schedule.

Channel 5 revenue fell to EUR 213 million (2000: EUR 234 million) and the EBITA loss was EUR 49 million (2000: loss EUR 6 million) as a result of declining television advertising markets in the UK and higher investment in programming.

HMG channels in the Netherlands lost 2.1% audience share and 2.9% share of advertising spend. Since relaunch in August the Yorin channel has successfully slowed the rate of decline in audience and advertising market share.

RTL-TVI maintained its position as the leading channel for French speaking Belgians and alongside Club RTL offers a wide range of programming covering news & information, entertainment, fiction and football.  The slight downturn in results is explained by the increased investment in programming and the arrival at the end of 2001 of a new competitor in the form of AB3.

RTL Klub in Hungary has continued to show impressive results and maintained its position as market leader in Hungary. In prime time RTL Klub achieved a yearly average of 40.8% partly as a result of in-house format development with particular emphasis on the 18-49 audience.

Other markets including Luxembourg activities broadly maintained revenue and EBITA performance compared to the same period last year.

Content

The underlying core content business achieved a stable performance in 2001.  Investment in new programming formats reached our stated target of EUR 15 million, a EUR 8 million increase on 2000, and had a notable successes with Pop Idol.

Content revenues were up 5.3% over the year to EUR 1,148 million from EUR 1,090 million in 2000 with underlying revenue up by 6.8%.  EBITA in the content division fell to EUR 48 million, down from EUR 126 million in 2000, primarily due to restructuring at FremantleMedia and the impact of the withdrawal and cancellation of American TV movies and drama series.

The restructuring of the US business, now substantially complete, has resulted in a greater focus on the core production business of gameshows and entertainment. RTL’s concentration on these areas began to deliver success in 2001 with the launch of new formats such as “Pop Idol”, the highest-rated live entertainment show in the UK with 13.1 million viewers.

RTL Group’s largest content company, FremantleMedia, saw continued success over the year, producing more than 230 different shows over the year and licensing over 10,000 hours of programming to broadcasters, including more than 8,000 hours of original production in 35 different countries.

The merger of UFA Sports with Sport +, the sports rights trading subsidiary of Groupe Canal+, and Groupe Jean-Claude Darmon, in which RTL Group already holds a 28 % interest was completed in December creating a leading European TV and marketing sports rights group under the brand “Sportfive”. The new Group combines annual revenues of over EUR 572 million and operating profit of EUR 40 million (based on pro forma figures for 2000) and will manage TV and marketing contracts for over 320 football clubs worldwide. On a standalone basis, UFA Sports had a very successful year in 2001, marketing 540 matches and secured a market share of over 70%.

 Radio

RTL Group’s radio revenue declined by 12.7% to EUR 213 million in the course of the year, down from EUR 244 million in 2000, and EBITA fell to EUR 26 million from EUR 75 million. This fall was due primarily to a weaker advertising market in our core market of France, a lower audience share at RTL Radio and restructuring costs of EUR 8 million.

RTL Radio remains France’s number one station with an audience share of 13.3%. This performance is thanks in part to the new management team and the return to the station of Philippe Bouvard and his team of “Les Grosses Tetes” who have worked together to build strong audience shares over the year. The recovery was also helped by the launch of a major marketing campaign under the title “RTL Vivre Ensemble”. RTL Group’s other French radio stations, RTL2 and Fun Radio, both showed improvements in audience in the year with RTL2 building its share of its key target group of 25-34 year olds to 6% off the back of the success of “Pop Rock Sound”. Fun Radio, meanwhile, benefited from greater synergies with “Loft Story” and “Popstars” on M6 to drive up its share of younger listeners (15+) to 4.5%.  The station enjoyed a 4.4% share of the radio advertising market (up 52% compared to last year) and reported an EBITA of EUR 5 million up from only a small positive EBITA in 2000.

New Media

RTL continued to build on its strong position in European new media over the year, establishing itself as one of the most successful online players in European broadcasting.

Thanks to successful merchandising, revenue increased to EUR 91 million up from EUR 38 million in 2000. The division reported start-up losses of EUR 55 million, up from EUR 37 million the previous year.  The EBITA loss on an adjusted basis was EUR 45 million.

RTL World (rtl.de) operated by RTL NEWMEDIA, a subsidiary of RTL Television in Germany, was the most successful destination in the portfolio, contributing 70% of all page impressions for the Group.

Outlook

RTL Group has continued to outperform in its main markets, in respect of both audience share and advertising market share.  This outperformance is largely due to our continued investment in quality programming while carefully controlling costs.   RTL Group will continue this approach in the belief that this brings future success and long term benefits to the Group. 

The review of the operating portfolio will continue into 2002 with the sale or closure of non-core or under-performing assets. RTL Group has implemented a series of cost saving measures and is actively exploring further cost saving opportunities that will help to offset what will be another difficult year for advertising markets.  Visibility remains poor and it continues to be difficult to predict the outlook with any certainty.   Based on our forward bookings to date, we are seeing continued weakness in advertising markets which we expect will continue for at least the first half of 2002.

Through the measures already taken, management is confident that the core business is well positioned and will bring enhanced revenue and earnings.

CONSOLIDATED INCOME STATEMENT

* EBITA represents earnings before interest and taxes excluding amortisation and impairment of goodwill and gain from

sale of subsidiaries, joint ventures and other investments.

For the purpose of the 2000 pro forma, the number of issued and fully paid ordinary shares is 154,787,554.

The adjusted earnings per share represent net earnings adjusted for amortisation and impairment of goodwill and gain or loss for sale of subsidiaries, joint ventures and other investments, net of tax.

CONSOLIDATED BALANCE SHEET

CONSOLIDATED CASH FLOW STATEMENT 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 

Notes to the Preliminary Results 

1. Basis of preparation

RTL Group S.A., the parent company, is domiciled and incorporated in Luxembourg. The results for the year ended 31 December 2001 have been prepared in accordance with the accounting policies set out in the annual financial statements for the year ended 31 December 2000, except that IAS 39 “Financial Instruments: Recognition and Measurement” has been adopted with effect from 1 January 2001 (see below). The accounting policies of the group comply with the International Accounting Standards (IAS) issued by the International Accounting Standards Board (“IASB”).

The preliminary results include pro forma financial information (income statement and cash flow statement) for the year ended 31 December 2000, as in the opinion of management the pro forma financial information provides a more representative picture of the financial performance of the Group during that period and as such a more appropriate benchmark for comparison against the 2001 performance. The pro forma financial information for the year ended 31 December 2000 was previously reported within the 2000 consolidated financial statements.

Application of IAS 39

With effect from 1 January 2001, the Group applied IAS 39 “Financial Instruments: Recognition and Measurement”. The application of IAS 39 has resulted in the Group recognising available-for-sale assets at fair value, changing its method of accounting for hedging transactions and recognising all derivative financial instruments and assets or liabilities (including derivative assets and liabilities that were previously held off-balance sheet) at fair value.

The first time application of IAS 39 has been accounted for by adjusting the opening retained earnings. Comparatives have not been restated.

The effect of adopting IAS 39 is summarised below:

The table above shows the impact on the opening balance sheet of EUR 125 million relating to the fair value of cash flow hedges, largely in respect of off-balance sheet commitments, and the revaluation of available-for-sale securities.

Pro forma financial information

In July 2000, CLT-UFA and Pearson Television combined into Audiofina (re-named RTL Group). Following the combination, RTL Group holds, inter alia, 100% of CLT-UFA Holding (which in turn holds 99.3% of CLT-UFA), 100% of Pearson Television companies and 28% of Groupe Jean-Claude Darmon.

As the combination was completed part way through the financial year ended 31 December 2000, the statutory consolidated results for the year ended 31 December 2000 only provide a partial picture of the financial performance of the Group during that period. Accordingly the pro forma financial information for the year ended 31 December 2000 has been prepared to illustrate the effects of the combination as if it had occurred on 1 January 2000.

The pro forma financial information has been prepared using consistent accounting policies to those of the group, to illustrate the effects on the income statement and cash flow statement of RTL Group, of combining CLT-UFA and Pearson Television into RTL Group. For the purpose of the pro forma financial information the combination is assumed to have occurred on 1 January 2000.

The pro forma results for the year ended 31 December 2000 are based on a full years trading for all those companies that became part of the RTL Group as at the flotation in July 2000.

Due to its nature, pro forma financial information may not give a true presentation of the profits and shareholders’ equity that would have been reported if the combination had occurred on 1 January 2000.

2.  Segmental information

2.   Segmental information (continued)

3.   Loss before taxes

The following items of unusual nature have been incurred during the year.

• Goodwill impairment of 2,562 million in respect of the FremantleMedia acquisition in 2000 (EUR 2,276 million) and Antena 3 (EUR 286 million). See also note 4.
•  Restructuring charges of EUR 36 million in respect of rationalising FremantleMedia North America, the French Radio operations and the Luxembourg corporate centre.  The costs for restructuring were recorded within operating expenses.
• Gain from the sale of subsidiaries, joint-ventures and other investments of EUR 228 million mainly comprises the disposal of UFA Sport as part of Sportfive merger (EUR 144 million) and disposal of the Group’s remaining 5% share in Premiere (EUR 59 million).
• EUR 55 million of impairment of financial assets, mainly in respect of the portfolio of investments in dotcom companies acquired by RTL Group. These costs were recorded under financial results other than interest.

4. Goodwill

Goodwill amortisation and impairment expense for the year ended 31 December 2001 amounts to EUR 2,840 million (31 December 2000 – pro forma EUR 317 million). This includes a goodwill impairment for FremantleMedia of EUR 2,276 million and Antena 3 of EUR 286 million.

FremantleMedia

The goodwill impairment in respect of FremantleMedia of EUR 2,276 million is primarily due to a deterioration of the equity market valuations and the restructuring of the US drama business, used as a basis for determining the 2000 purchase price, in the period post acquisition.

In addition, as permitted by IAS 22 (“Business Combinations”), a hindsight adjustment amounting to EUR 31 million has been added to the goodwill arising on the acquisition of FremantleMedia. This largely relates to the write down of programme rights and advances amounting to EUR 46 million offset by liabilities that have been waived following the acquisition amounting to EUR 11 million.

Antena 3

The Antena 3 goodwill impairment of EUR 286 million has resulted from the first time equity consolidation of the Group’s 17.2% share in Antena 3 with effect from 31 December 2001 (prior to this time Antena 3 was treated as an available-for- sale asset under IAS 39). Following the change in treatment a goodwill impairment has been recorded reflecting the general deterioration of the equity market valuations of broadcasting operations since the acquisition of Antena 3 in 2000.