Interim Statement Q3 2017
2
SELECTED KEY FIGURES
Sept. 30, 2017(1) | Sept. 30, 2016(1) | Change | |
NET INCOME (IN € MILLION) | |||
Sales | 3,008.2 | 2,828.1 | + 6.4% |
EBITDA(2) | 684.1 | 610.6 | + 12.0% |
EBIT(2) | 511.2 | 466.0 | + 9.7% |
EBT(3) | 479.1 | 446.3 | + 7.3% |
EPS (in €)(4) | 1.53 | 1.53 | +/- 0% |
BALANCE SHEET (IN € MILLION) Current assets | 792.6 | 631.4 | + 25.5% |
Non-current assets | 6,684.9 | 3,442.3 | + 94.2% |
Equity | 3,976.4 | 1,197.8 | + 232.0% |
Equity ratio | 52.8% | 29.4% | |
Total assets | 7,526.3 | 4,073.7 | + 84.8% |
CASH FLOW (IN € MILLION) Operative cash flow | 461.1 | 461.8 | - 0.2% |
Cash flow from operating activities(5) | 503.5 | 433.2 | + 16.2% |
Cash flow from investing activities | - 805.0 | - 370.7 | |
Free cash flow(5) | 352.1 | 320.1 | + 10.0% |
EMPLOYEES (HEADCOUNT) Total at the end of September | 9,426 | 7,846 | + 20.1% |
thereof in Germany | 7,879 | 6,260 | + 25.9% |
thereof abroad | 1,547 | 1,586 | - 2.5% |
SHARE (IN €) Share price at end of September (Xetra) | 52.67 | 39.39 | + 33.7% |
CUSTOMER CONTRACTS IN CURRENT PRODUCT LINES (IN MILLION)
Sept. 30, 2017 Sept. 30, 2016 Change
Access, total contracts 12.39 8.30 + 4.09
thereof Mobile Internet 8.06 4.10 + 3.96
thereof DSL complete (ULL) 4.33 4.20 + 0.13
Business Applications, total contracts 8.00 6.05 + 1.95
thereof in Germany 3.99 2.34 + 1.65
thereof abroad 4.01 3.71 + 0.30
Consumer Applications, total accounts 36.90 35.64 + 1.26
thereof with Premium Mail subscription (contracts) 1.69 1.73 - 0.04
thereof with Value-Added subscription (contracts) 0.54 0.47 + 0.07
thereof free accounts 34.67 33.44 + 1.23
Fee-based customer contracts, total 22.62 16.55 + 6.07
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-year figure adjusted
EBITDA and EBIT 9M 2017 without extraordinary result from M&A activities (€ +303.9 million)
EBT 9M 2017 without extraordinary result from M&A activities (€ +303.9 million) and without writedowns on financial assets, especially Rocket impairment charges (€ -19.8 million); EBT 9M 2016 without writedowns on financial assets, especially Rocket impairment charges (€ -254.9 million)
EPS 9M 2017 after strong increase in minority interests due to investment of Warburg Pincus in Business Applications division and stake held by Drillisch shareholders in Consumer Access business, and without net positive special items from Rocket impairment charges
(€ -0.10), one-off tax effects from Warburg Pincus investment and Drillisch takeover (€ -0.07), as well as extraordinary result from M&A activities (€ +1.52); EPS 9M 2016 without writedowns on financial assets, especially Rocket impairment charges (€ -1.25)
Cash flow from operating activities and free cash flow without tax effects (9M 2017 without capital gains tax refund originally planned for the fourth quarter of 2016 (€ +70.3 million); 9M 2016 without income tax payment (€ -100.0 million) originally planned for the fourth quarter of 2015
3
CONTENT
4 FOREWORD
6 INTERIM GROUP MANAGEMENT REPORT FOR THE FIRST NINE MONTHS OF 2017
6 Business development
14 Position of the Group
Subsequent events
Risk and opportunity report
Forecast report
EXPLANATIONS FOR THE INTERIM STATEMENT
INTERIM FINANCIAL STATEMENTS
FOR THE FIRST NINE MONTHS OF 2017
26 Group balance sheet
28 Group net income
30 Group cash flow
32 Changes in shareholders' equity
34 Segment reporting
35 FINANCIAL CALENDAR / IMPRINT
Dear shareholders, employees and business associates of United Internet,United Internet AG maintained its growth trajectory in the first nine months of 2017. Once again, we achieved significant improvements in customer contract figures, sales revenues, and key earnings ratios. Moreover, we successfully closed the investment of Warburg Pincus in the Business Applications division (as of February 14, 2017), the complete acquisitions of Strato (consolidated since April 2017) and ProfitBricks (consolidated since August 2017), and the merger with Drillisch (consolidated since September 2017) during the reporting period. In addition, we contributed our affiliate marketing business operated by affilinet GmbH to AWIN AG - controlled by Axel Springer - in exchange for 20% of Awin shares. As a result, affilinet is no longer included in the sales and earnings figures of United Internet AG but disclosed separately as a discontinued operation.
In the first nine months of 2017, we raised the number of our fee-based customer contracts in the current product lines organically by 0.61 million (prior year: 0.82 million). In addition, there were
a further 5.22 million customer contracts from the above mentioned transactions, of which
3.35 million from the initial consolidation of Drillisch and 1.87 million from the initial consolidation of Strato. As a result, there were a total of 22.62 million contracts as of September 30, 2017.
Apart from these customer contracts in the current product lines, the Access segment includes a further 0.49 million contracts without basic monthly fees and service provider contracts (volume- based tariffs / MSP tariffs) from the Drillisch acquisition as well as 0.13 million DSL contracts in the phased-out T-DSL / R-DSL product lines.
In the first nine months of 2017, consolidated sales grew by 6.4% to € 3.008 billion (comparable prior-year figure: € 2.828 billion). Revenue contributions from Strato and ProfitBricks
(€ + 64.5 million) as well as Drillisch (€ + 54.6 million) were offset in part by burdens on sales from regulatory effects (€ - 33.2 million) and negative currency effects (€ - 6.0 million).
Earnings before interest, taxes, depreciation and amortization (EBITDA) rose by 12.0% to
€ 684.1 million in the first nine months of 2017 (comparable prior-year figure: € 610.6 million). EBITDA was impacted by the earnings contribution from Strato and ProfitBricks (€ + 25.4 million) as well as from Drillisch (€ + 13.0 million), and - with an opposing effect - from regulation effects and costs for the Telefónica DSL migration (€ - 12.9 million), as well as negative currency effects
(€ - 2.7 million).
At the same time, earnings before interest and taxes (EBIT) rose by 9.7% to € 511.2 million in the first nine months of 2017 (comparable prior-year figure: € 466.0 million).
In addition, EBITDA and EBIT were dominated by a positive net extraordinary result of
€ 303.9 million. This resulted from one-off, non-cash-effective extraordinary income from the Drillisch acquisition (due to the revaluation of Drillisch shares acquired before the complete transaction was closed) and the complete takeover of ProfitBricks (due to the revaluation of previously held ProfitBricks shares) totaling € 319.1 million. There were opposing effects from M&A costs for the above mentioned transactions of € 15.2 million.
Including the aforementioned extraordinary result, EBITDA rose to € 988.0 million and EBIT to
€ 815.1 million.
foreword
interim management report
group interim financial statements financial calendar / imprint 5
Despite the strong increase in minority interests as a result of the investment made by Warburg Pincus in our Business Applications division and the stake held by Drillisch shareholders in our Consumer Access business held by Drillisch shareholders, operating EPS was unchanged from the prior-year figure at € 1.53. Moreover, there was a net positive impact on EPS from Rocket impairment charges in the first quarter (EPS effect: € - 0.10), from one-off tax effects relating to the Warburg Pincus investment and Drillisch takeover (EPS effect: € - 0.07), and from the above mentioned M&A activities (EPS effect: € + 1.52). In total, EPS therefore rose from € 1.53 to € 2.88 or
- before amortization of purchase price allocations (PPA), especially from the Versatel, Strato and Drillisch takeovers - to € 3.05.
Due to the merger of 1&1 Telecommunication SE and Drillisch AG under the umbrella of United Internet (United Internet stake: 73.29%), 1&1 / Drillisch have been operating with a coordinated procurement strategy for mobile telecommunications pre-services since November 2017. The next steps are to synchronize branding and customer targeting.
Following the consolidation of Drillisch, United Internet has updated its guidance. With regard to fee-based customer contracts, we now expect an increase of approx. 6.1 million contracts in the current product lines for the year as a whole (of which 1.87 million from the initial consolidation of Strato and 3.35 million from the initial consolidation of Drillisch). Consolidated sales will be approx.
€ 4.2 billion. EBITDA (including regulation effects, costs for the Telefónica DSL migration, and currency effects) is expected to be between € 970 million to € 1 billion. In addition, there will be the net extraordinary result.
We are very well prepared for the next steps in our company's development and upbeat about our prospects for the remaining months of the fiscal year. In view of the successful first nine months, we would like to express our particular gratitude to all employees for their dedicated efforts as well as to our shareholders, and customers for the trust they continue to place in United Internet AG.
Montabaur, November 14, 2017
Ralph Dommermuth
INTERIM STATEMENT ON THE THIRD QUARTER OF 2017
Business development
Development of the Access segmentFollowing the initial consolidation of Drillisch (since September 2017), United Internet's reporting of fee-based contracts is based on the current product lines with basic monthly fees. These include the Mobile Internet contracts of 1&1 and the MVNO budget contracts of Drillisch (grouped together under Mobile Internet), as well as the DSL / VDSL contracts (complete DSL contracts) of 1&1. Mobile tariffs without basic monthly fees and old mobile/DSL tariffs will only be reported for a transitional period. These include the volume-based and MSP tariffs of Drillisch and the phased-out T-DSL /
R-DSL product lines of 1&1.
The number of fee-based contracts for current product lines of the Access segment rose by
3.85 million contracts to 12.39 million in the first nine months of 2017 - due in part to the consolidation of Drillisch. A total of 3.75 million customer contracts were added in the company's Mobile Internet business (of which 3.35 million from the Drillisch acquisition), thus raising the total number of contracts to 8.06 million. There was growth in complete DSL contracts (ULL = Unbundled Local Loop) with the addition of 100,000 customer contracts, taking the total to
4.33 million.
Development of Access contracts in the first nine months of 2017 (in million)
Sept. 30, 2017 Dec. 31, 2016 Change
Access, total contracts 12.39 8.54 + 3.85
thereof Mobile Internet
8.06
4.31
+ 3.75
thereof DSL complete (ULL)
4.33
4.23
+ 0.10
Development of Access contracts in the third quarter of 2017 (in million)
Sept. 30, 2017 June 30, 2017 Change
Access, total contracts 12.39 8.88 + 3.51
thereof Mobile Internet
8.06
4.57
+ 3.49
thereof DSL complete (ULL)
4.33
4.31
+ 0.02
In addition to the above mentioned customer contracts in the current product lines, United Internet's Access segment includes a further 0.49 million contracts without basic monthly fees and service provider contracts (volume-based tariffs / MSP tariffs) from the Drillisch acquisition as well as 0.13 million DSL contracts in the phased-out T-DSL / R-DSL product lines.
Despite burdens from regulation effects, sales of the Access segment grew by 4.9% from
€ 2,167.2 million in the previous year to € 2,273.2 million in the first nine months of 2017. Revenue in the home-user business grew by 10.3%, from € 1,790.7 million to € 1,975.8 million (including the reclassification of 1&1 Versatel's mass market business as of May 1, 2017). This figure includes a revenue contribution from Drillisch of € 54.6 million as well as opposing burdens on sales from regulation effects (international roaming / termination charges) amounting to € 21.5 million. At
€ 325.8 million, sales to business users of 1&1 Versatel were down on the first nine months of the previous year (€ 383.8 million). As already reported in the half-yearly financial report 2017 - this was due to negative regulation effects (€ - 11.7 million), a decline in one-off revenue from project business (€ - 15.6 million), and the reclassification of mass market business (€ - 42.0 million).
Without these effects, sales rose by € 11.3 million.
In the reporting period, segment EBITDA increased by 10.3%, from € 384.5 million in the previous year to € 424.0 million. EBITDA in the home-user business grew by 25.5%, from € 288.3 million to
€ 361.9 million (including the reclassification of 1&1 Versatel's mass market business as of May 1, 2017). This figure includes an earnings contribution from Drillisch of € 13.0 million, as well as an opposing burden from regulation effects and costs for the Telefónica DSL migration of
€ 11.7 million. At € 62.1 million, EBITDA in 1&1 Versatel's business-user segment was down on the first nine months of the previous year (€ 89.8 million). This was due to negative regulation effects
(€ - 1.2 million), a decline in one-off revenue from project business (€ - 7.8 million), and the reclassification of mass market business (€ - 19.2 million). Without these effects, EBITDA rose by € 0.5 million. Segment EBIT rose by 9.8%, from € 282.5 million in the previous year to
€ 310.1 million.
In addition, segment EBITDA and segment EBIT were dominated by one-off, non-cash-effective, extraordinary income of € 303.0 million from the Drillisch acquisition (due to the revaluation of Drillisch shares acquired before the complete transaction was closed). Including this extraordinary income, segment EBITDA rose to € 727.0 million and segment EBIT to € 613.1 million.
All customer acquisition costs for Mobile Internet and DSL products, as well as costs for the migration of resale DSL connections to complete DSL packages (ULL = Unbundled Local Loop) and upgrades to VDSL connections, continue to be charged directly as expenses.
Key sales and earnings figures in the Access segment (in € million)
Sales
EBITDA
424.0(1)
384.5
2,273.2
2,167.2
+ 4.9%
+ 10.3%
9M 2017
9M 2016
EBIT
310.1(1)
282.5
+ 9.8%
(1) Without extraordinary income from Drillisch acquisition (€ +303.0 million)
Quarterly development (in € million); change over prior-year quarter
Q4 2016
Q1 2017
Q2 2017
Q3 2017
Q3 2016
Change
Sales
750.0
730.6
743.8
798.8
732.5
+ 9.1%
EBITDA
141.1
133.7
126.3
164.0(1)
135.5
+ 21.0%
EBIT
107.4
99.9
91.7
118.5(1)
101.4
+ 16.9%
(1) Without extraordinary income from Drillisch acquisition (€ +303.0 million)
Multi-period overview: Development of key sales and earnings figures (in € million)
9M 2013
9M 2014
9M 2015
9M 2016
9M 2017
Sales
1,321.9
1,481.7
2,035.2
2,167.2
2,273.2
EBITDA
175.9
213.9
344.6
384.5
424.0(1)
EBITDA margin
13.3%
14.4%
16.9%
17.7%
18.7%
EBIT
154.7
193.3
226.9
282.5
310.1 (1)
EBIT margin
11.7%
13.0%
11.1%
13.0%
13.6%
Without extraordinary income from Drillisch acquisition (€ +303.0 million)
Development of the Applications segmentWith regard to Business Applications, the main focus in fiscal year 2017 is still on the sale of additional features to existing customers (e.g. further domains, e-shops and business apps), as well as the acquisition of high-value customer relationships. Nevertheless, the number of fee-based Business Applications contracts was raised organically by 80,000 contracts in the first nine months of 2017. Moreover, the first-time consolidation of Strato as of April 1, 2017 resulted in the addition of 1.87 million contracts. The total number of Business Applications contracts as of September 30, 2017 therefore amounted to 8.00 million.
Development of Business Applications contracts in the first nine months of 2017 (in million)
Sept. 30, 2017
Dec. 31, 2016
Change
Business Applications, total contracts
8.00
6.05
+ 1.95
thereof in Germany
3.99
2.34
+ 1.65
thereof abroad
4.01
3.71
+ 0.30
Development of Business Applications contracts in the third quarter of 2017 (in million)
Sept. 30, 2017
June 30, 2017
Change
Business Applications, total contracts
8.00
7.98
+ 0.02
thereof in Germany
3.99
3.98
+ 0.01
thereof abroad
4.01
4.00
+ 0.01
In the case of Consumer Applications, United Internet raised the number of pay accounts by 30,000 contracts to 2.23 million in the first nine months of 2017. At the same time, the number of free accounts increased by 380,000 to 34.67 million in the reporting period. Consequently, the number of Consumer Accounts increased by 410,000 in total to 36.90 million accounts in the first nine months of 2017.
Development of Consumer Applications accounts in the first nine months of 2017 (in million)
Sept. 30, 2017
Dec. 31, 2016
Change
Consumer Applications, total accounts
36.90
36.49
+ 0.41
thereof with Premium Mail subscription
1.69
1.72
- 0.03
thereof with Value-Added subscription
0.54
0.48
+ 0.06
thereof free accounts
34.67
34.29
+ 0.38
Development of Consumer Applications accounts in the third quarter of 2017 (in million)
Sept. 30, 2017
June 30, 2017
Change
Consumer Applications, total accounts
36.90
36.53
+ 0.37
thereof with Premium Mail subscription
1.69
1.72
- 0.03
thereof with Value-Added subscription
0.54
0.52
+ 0.02
thereof free accounts
34.67
34.29
+ 0.38
Following the contribution of Group subsidiary affilinet GmbH to Awin AG completed on October 1, 2017, affilinet is carried in accordance with IFRS 5 in the consolidated financial statements as of September 30, 2017 and no longer included in the sales and earnings figures of the Applications segment but disclosed separately under discontinued operations. The sales and earnings figures of the previous year were adjusted accordingly.
Despite burdens from currency effects, sales of the Applications segment rose by 10.3% from
€ 685.0 million (comparable prior-year figure after carrying affilinet acc. to IFRS 5) to € 755.5 million in the first nine months of 2017. With regard to subscriptions for Business Applications, sales rose by 16.3% from € 479.2 million to € 557.2 million. This figure includes a total contribution to sales from Strato AG (consolidated since April 1, 2017) and ProfitBricks GmbH (consolidated since August 7, 2017) of € 64.5 million, as well as burdens from currency effects of € 6.0 million. Following weak portal advertising revenues in the first quarter, total sales of Consumer Applications fell slightly by 1.9%, from € 205.8 million to € 201.8 million - whereby the second quarter was on a par with the previous year and the third quarter above the prior-year figure. Due in particular to the year-on-year devaluation of the British pound, segment sales generated abroad increased only moderately by 2.5% in the first nine months of 2017, from € 278.0 million (comparable prior-year figure) to € 284.9 million. Adjusted for currency effects, sales generated abroad were up 4.6%
Despite the burdens from currency effects, segment EBITDA rose by 15.9%, from € 233.9 million (comparable prior-year figure) to € 271.2 million. EBITDA for Business Applications was up 28.2%, from € 145.4 million to € 186.4 million. This figure includes a total EBITDA contribution from Strato and ProfitBricks of € 25.4 million as well as an opposing burden from currency effects of
€ 2.7 million. Following weak portal advertising business in the first quarter, EBITDA for Consumer Applications as a whole fell by 4.3%, from € 88.5 million to € 84.7 million - whereby the second and the third quarter was above the prior-year figure once again. Segment EBIT improved by 10.4%, from € 192.3 million (comparable prior-year figure) to € 212.3 million.
In addition, segment EBITDA and segment EBIT were dominated by one-off, non-cash-effective, extraordinary income of € 16.1 million from the complete takeover of ProfitBricks (due to the revaluation of previously held ProfitBricks shares). There was an opposing effect of € 8.7 million for M&A costs from the previous year (Warburg Pincus transaction) which were reallocated within the Group from United Internet Holding to the Business Applications segment in the third quarter of 2017. Including the extraordinary income from the ProfitBricks acquisition and the allocation of M&A costs, segment EBITDA rose to € 278.6 million and segment EBIT to € 219.7 million.
Customer acquisition costs were once again charged directly as expenses, also in this segment.Key sales and earnings figures in the Applications segment (in € million)
9M 2017(1)
9M 2016(1)
Sales
EBITDA
EBIT
271.2(2)
233.9
212.3(2)
192.3
755.5
685.0
+ 10.3%
+ 15.9%
+ 10.4%
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-year figures adjusted
Without extraordinary income from ProfitBricks acquisition (€ +16.1 million) and without M&A costs (€- 8.7 million)
Quarterly development (in € million); change over prior-year quarter
Q4 2016(1)
Q1 2017(1)
Q2 2017(1)
Q3 2017(1)
Q3 2016(1)
Change
Sales
237.5
229.6
264.2
261.7
223.4
+ 17.2%
EBITDA
96.3
81.7
94.3
95.2(2)
80.8
+ 17.8%
EBIT
82.0
68.5
71.5
72.3(2)
67.3
+ 7.4%
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-quarter figures adjusted
Without extraordinary income from ProfitBricks acquisition (€ +16.1 million) and without M&A costs (€ -8.7 million)
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-year figures adjusted
Without extraordinary income from ProfitBricks acquisition (€ +16.1 million) and without M&A costs (€ -8.7 million)
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-year figure adjusted
Operating EBITDA increased by 12.0% to € 684.1 million in the first nine months of 2017 (comparable prior-year figure: € 610.6 million). EBITDA was impacted by the earnings contribution from Strato and ProfitBricks (€ + 25.4 million) as well as from Drillisch (€ + 13.0 million), and - with an opposing effect - from regulation effects and costs for the Telefónica DSL migration (€ - 12.9 million), as well as negative currency effects (€ - 2.7 million). Operating EBIT rose by 9.7% to € 511.2 million in the first nine months of 2017 (comparable prior-year figure: € 466.0 million). In addition, EBITDA and EBIT were dominated by a net positive extraordinary result from M&A activities of an additional € 303.9 million. This resulted from one-off, non-cash-effective, extraordinary income from the Drillisch acquisition (due to the revaluation of Drillisch shares acquired before the complete transaction was closed) and the complete takeover of ProfitBricks (due to the revaluation of previously held ProfitBricks shares) totaling € 319.1 million. There were opposing effects from M&A costs for the above mentioned transactions of € 15.2 million. Including the extraordinary result, EBITDA rose to € 988.0 million and EBIT to € 815.1 million. Operating EBT grew by 7.3% to € 479.1 million in the first nine months of 2017 (comparable prior- year figure without Rocket impairment charges: € 446.3 million). In addition, EBT in the reporting period was positively influenced in total by the non-cash-effective writedowns on Rocket shares in the first quarter of 2017 (€ - 19.8 million) and the above mentioned extraordinary result from M&A activities (€ + 303.9 million). Including these special items, EBT increased to € 763.2 million.Despite the strong increase in minority interests as a result of the investment made by Warburg Pincus in our Business Applications division and the stake held by Drillisch shareholders in the Consumer Access business, operating EPS was unchanged from the comparable prior-year figure at € 1.53. Moreover, there was a net positive impact on EPS from the aforementioned Rocket impairment charges (EPS effect: € - 0.10), from one-off tax effects relating to the Warburg Pincus investment and Drillisch takeover (EPS effect: € - 0.07), and from the above mentioned M&A activities (EPS effect: € + 1.52). In total, EPS therefore rose from € 1.53 to € 2.88 or - before amortization of purchase price allocations (PPA), especially from the Versatel, Strato and Drillisch takeovers - to € 3.05.
Key sales and earnings figures of the Group (in € million)
Sales
EBITDA
684.1(2)
610,6
3,008.2
2,828.1
+ 6.4%
+ 12.0%
9M 2017(1)
9M 2016(1)
EBIT
511.2(2)
466.0
+ 9.7%
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-year figure adjusted
9M 2017 without extraordinary result from Drillisch/ProfitBricks acquisitions (€ +319.1 million) and without M&A costs (€ -15.2 million)
Quarterly development (in € million); change over prior-year quarter
Q4 2016(1)
Q1 2017(1)
Q2 2017(1)
Q3 2017(1)
Q3 2016(1)
Change
Sales
980.0
952.7
1,001.4
1,054.1
947.5
+ 11.3%
EBITDA
225.2
213.0
216.9
254.2(2)
212.5
+ 19.6%
EBIT
177.0
165.9
159.4
185.9(2)
164.5
+ 13.0%
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-quarter figures adjusted
Q3 2017 without extraordinary result from Drillisch/ProfitBricks acquisitions (€ +319.1 million) and without M&A costs (€ -15.2 million)
After carrying affilinet as a discontinued operation acc. to IFRS 5; prior-year figure adjusted
9M 2014 without one-off income from the contribution of GFC investments to Rocket Internet (EBITDA and EBIT effect: € +71.5 million)
9M 2015 without one-off income from the sale of Goldbach shares and partial sale of virtual minds shares (EBITDA and EBIT effect: € +14.0 million)
9M 2017 without extraordinary result from Drillisch/ProfitBricks acquisitions (€ +319.1 million) and without M&A costs (€ -15.2 million)
Financial positionAt € 461.1 million, operative cash flow in the first nine months of 2017 was virtually unchanged compared to the previous year (€ 461.8 million).
Cash flow from operating activities in the first nine months of 2016 and the first nine months of 2017 were dominated by various tax effects. Whereas in the first nine months of 2016 (in Q1), an income tax payment of around € 100.0 million was made (originally planned for the fourth quarter of 2015), there was a capital gains tax refund of € 70.3 million in the first nine months of 2017 (in Q1; originally planned for the fourth quarter of 2016) in connection with an internal dividend payment in fiscal year 2015. Without consideration of these opposing tax effects, cash flow from operating activities rose from € 433.2 million (comparable prior-year figure) to € 503.5 million in the first nine months of 2017. Including the opposing tax effects, cash flow from operating activities increased from € 333.2 million to € 573.8 million. Cash flow from investing activities amounted to € 805.0 million in the reporting period (prior year: € 370.7 million). This resulted mainly from disbursements of € 154.3 million (prior year:€ 116.6 million) for capital expenditures, payments for the purchase of shares in affiliated companies (less cash received) of € 534.7 million (Strato, ProfitBricks and Drillisch takeovers), and payments for the purchase of shares in associated companies totaling € 118.5 million (mainly for the increased stakes in Tele Columbus and Drillisch (before the complete transaction was closed) and the investment in rankingCoach). In addition to the aforementioned capital expenditures, cash flow from investing activities in the previous year was also dominated by payments of
€ 264.2 million for the purchase of shares in associated companies (stake in Tele Columbus).
Without consideration of the above mentioned opposing tax effects, free cash flow (i.e. cash flow from operating activities, less capital expenditures, plus payments from disposals of intangible assets and property, plant and equipment) rose from € 320.1 million (comparable prior-year figure) to € 352.1 million in the first nine months of 2017.
Cash flow from financing activities in the first nine months of 2017 was dominated by the purchase of treasury shares amounting to € 77.2 million (prior year: € 112.2 million), the assumption of loans with a net total of € 132.8 million (prior year: € 311.6 million), the dividend payment of€ 159.7 million (prior year: € 142.9 million), and contributions from minority shareholders (investment of Warburg Pincus in the Business Applications division) amounting to
€ 386.3 million (prior year: € 0).
As of September 30, 2017, cash and cash equivalents amounted to € 134.7 million- compared to
€ 87.7 million on the same date last year.
Multi-period overview: Development of key cash flow figures (in € million)
9M 2013
9M 2014
9M 2015
9M 2016
9M 2017
Operative cash flow
185.2
285.2
394.2
461.8
461.1
Cash flow from operating activities
196.9
274.0
394.7(2)
433.2(3)
503.5(4)
Cash flow from investing activities
-192.4
-384.5
-535.2
- 370.7
- 805.0
Free cash flow(1)
155.3
239.8
305.2(2)
320.1(3)
352.1(4)
Cash flow from financing activities
6.8
235.6
-152.1
49.3
269.5
Cash and cash equivalents on September 30
53.8
169.5
85.2
87.7
134.7
Free cash flow is defined as cash flow from operating activities, less capital expenditures, plus payments from disposals of intangible assets and property, plant and equipment
Without capital gains tax refund of € 326.0 million
Without the income tax payment of around € 100.0 million originally planned for the fourth quarter of 2015
Without the capital gains tax refund of € 70.3 million originally planned for the fourth quarter of 2016
-
Asset position
The balance sheet total rose from € 4.074 billion as of December 31, 2016 to € 7.526 billion on September 30, 2017.
Current assets increased from € 631.4 million as of December 31, 2016 to € 792.6 million on September 30, 2017. Cash and cash equivalents disclosed under current assets rose from€ 101.7 million to € 131.1 million. Receivables from minority shareholders (resulting from a further planned purchase price payment of Warburg Pincus for its stake in the Business Applications division due in late 2017) amounted to € 41.0 million (prior year: € 0). As a result of closing-date effects and the expansion of business, trade accounts receivable increased from € 228.0 million to € 319.2 million. Inventories rose from € 39.5 million to € 49.7 million. Due also to closing-date effects and the expansion of business, current prepaid expenses rose from € 111.2 million to
€ 156.5 million. Other non-financial assets decreased from € 129.4 million to € 51.8 million as a result of the above mentioned capital gains tax refund.
Non-current assets increased from € 3,442.3 million as of December 31, 2016 to € 6,684.9 million on September 30, 2017. Despite the increased stake in Tele Columbus and the investment in rankingCoach, shares in associated companies decreased from € 755.5 million to € 359.4 million. This was due to the acquisition and consolidation of ProfitBricks and Drillisch. Mainly as a result of the subsequent valuation of listed shares in Rocket Internet as of September 30, 2017, other financial assets rose from € 287.7 million to € 341.1 million. Property, plant and equipment and intangible assets rose from € 655.0 million to € 732.0 million, and from € 369.5 million to€ 1,310.8 million, due to the Strato, ProfitBricks and Drillisch acquisitions. Goodwill also increased as a result of the Strato, ProfitBricks and Drillisch acquisitions from € 1,087.7 million to
€ 3,634.8 million.
Assets of discontinued operations (affilinet) amounted to € 48.9 million (prior year: € 0). Current liabilities rose from € 1,269.4 million as of December 31, 2016 to € 1,592.9 million on September 30, 2017. Due to closing-date effects and the expansion of business, current trade accounts payable increased from € 373.7 million to € 412.0 million. Short-term bank liabilities rose from € 422.2 million to € 516.6 million. Income tax liabilities increased from € 64.1 million to€ 177.2 million and other financial liabilities from € 114.7 million to € 170.5 million.
Non-current liabilities increased from € 1,606.5 million as of December 31, 2016 to€ 1,932.6 million on September 30, 2017. In addition to the rise in long-term bank liabilities from
€ 1,338.4 million to € 1,429.9 million, this was mainly due to the increase in deferred tax liabilities
from € 94.2 million to € 311.6 million - mainly as a result of the initial consolidation of Drillisch AG.
The Group's equity capital rose from € 1,197.8 million as of December 31, 2016 to € 3,976.4 million on September 30, 2017. The increase was due mainly to consolidation effects in connection with the investment of Warburg Pincus in the Business Applications division, as well as consolidation effects from the acquisition of Drillisch AG by means of contribution of 1&1 Telecommunication to Drillisch. There was a corresponding rise in the equity ratio from 29.4% to 52.8%. At the end of the reporting period on September 30, 2017, United Internet held 5,223,467 treasury shares (December 31, 2016: 3,370,943).
Net bank liabilities (i.e. the balance of bank liabilities and cash and cash equivalents) increased from € 1,658.9 million as of December 31, 2016 to € 1,815.4 million on September 30, 2017.Multi-period overview: Development of key balance sheet items (in € million)
Dec. 31,
2013
Dec. 31,
2014
Dec. 31,
2015
Dec. 31,
2016
Sept. 30,
2017
Total assets
1,270.3
3,673.4
3,885.4
4,073.7
7,526.3
Cash and cash equivalents
42.8
50.8
84.3
101.7
131.1
Shares in associated companies
115.3
34.9(1)
468.4(1)
755.5(1)
359.4
Other financial assets
47.6
695.3(2)
449.0(2)
287.7(2)
341.4(2)
Property, plant and equipment
116.2
689.3(3)
665.2
655.0
732.0(3)
Intangible assets
165.1
385.5(3)
389.5
369.5
1,310.8(3)
Goodwill
452.8
977.0(4)
1,100.1(4)
1,087.7
3,634.8(4)
Liabilities due to banks
340.0
1,374.0(5)
1,536.5(5)
1,760.7(5)
1,946.5(5)
Capital stock
194.0
205.0(6)
205.0
205.0
205.0
Treasury stock
5.2
35.3
26.3
122.5
194.2
Equity
307.9
1,204.7(6)
1,149.8
1,197.8
3,976.4(6
Equity ratio
24.2%
32.8%
29.6%
29.4%
52.8%
Decrease due to contribution of the GFC and EFF funds to Rocket and complete takeover of Versatel (2014); increase due to investment in Drillisch (2015); increase due to investment in Tele Columbus (2016); decrease due to takeover and consolidation of Profitbricks and Drillisch (2017)
Increase due to investment in Rocket (2014), decrease due to sale of Goldbach shares and subsequent valuation of shares in listed companies (2015); decrease due to subsequent valuation of shares in listed companies (2016); increase due to subsequent valuation of shares in listed companies (2017)
Increase due to complete takeover of Versatel (2014); increase due to Strato, ProfitBricks and Drillisch takeovers (2017)
Increase due to complete takeover of Versatel (2014); increase due to acquisition of home.pl (2015); increase due to to Strato, ProfitBricks and Drillisch takeovers (2017)
Increase due to Rocket investment and takeover of Versatel (2014); increase due to increased stake in Rocket, Drillisch investment, and acquisition of home.pl (2015); increase due to Tele Columbus investment (2016); increase due to Strato takeover and increased stake in Drillisch and Tele Columbus (2017)
Increase due to capital increase (2014); increase due to consolidation effects in connection with the investment of Warburg Pincus in the Business Applications division and Strato takeover (2017)
Subsequent events
There were no significant events subsequent to the reporting date of September 30, 2017 which had a material effect on the financial position and performance of the Group or affected its accounting and reporting.
Changes in the Management Board and Supervisory BoardThe overall transaction with Drillisch completed on September 8, 2017 has since resulted in changes to the Management Board and Supervisory Board of Drillisch. United Internet and Drillisch agreed these changes in their Business Combination Agreement of May 12, 2017.
In a meeting of the Supervisory Board of Drillisch AG held on September 29, 2017, Mr. Martin Witt was appointed to the Management Board of Drillisch AG with effect from October 1, 2017. At the same time, Mr. Witt stepped down from his position as a member of the Management Board of United Internet AG, as agreed. Mr. Witt will continue to hold his office as CEO of 1&1 Telecommunication SE. At the same Supervisory Board meeting, Mr. Ralph Dommermuth was appointed as the new CEO of Drillisch AG. Mr. Dommermuth will hold this position until January 1, 2018. His position as CEO of United Internet AG is not affected by this appointment.
The former Speaker of the Management Board of Drillisch AG, Mr. Vlasios Choulidis, will step down from his position as planned on December 31, 2017 and stand as a candidate for one of the six Supervisory Board seats of Drillisch AG at the next Annual Shareholders' Meeting. The Supervisory Board members of United Internet AG, Mr. Kurt Dobitsch, Mr. Michael Scheeren and Mr. Kai-Uwe Ricke were also appointed by the District Court of Hanau to the Supervisory Board of Drillisch AG on October 16, 2017. At the Supervisory Board meeting of November 13, 2017, Mr. Michael Scheeren was elected as Chairman of the Supervisory Board of Drillisch AG.
Risk and opportunity report
The risk and opportunity policy of United Internet AG is based on the objective of maintaining and sustainably enhancing the company's value by utilizing opportunities while at the same time recognizing and managing risks from an early stage in their development. The risk and opportunity management system regulates the responsible handling of those uncertainties which are always involved with economic activity.
Management Board's overall assessment of the Group's risk and opportunity positionThe assessment of the overall level of risk is based on a consolidated view of all significant risk fields and individual risks, also taking account of their interdependencies.
As a result of organic growth and the acquisitions made in the first nine months of 2017, there has been a corresponding increase in the overall risk and opportunity position compared with reporting on risks and opportunities in the Annual Financial Statements 2016. There were no recognizable risks which directly jeopardized the continued existence of the United Internet Group during the reporting period nor at the time of preparing this Interim Statement, neither from individual risk positions nor from the overall risk situation.
From the current perspective, the main challenges focus on the areas of "potential threats via the internet", as well as risks from the fields of "market", "political and legal", and "fraud".
The further expansion of its risk management system enables United Internet to limit such risks to a minimum, where sensible, by implementing specific measures.
In United Internet's non-operating business, non-cash burdens from impairment may arise - as in the first half of 2016 and the first quarter of 2017 - depending on the further performance of the company's listed investments.
Forecast report
Forecast for fiscal year 2017After the completed takeover of 1&1 Telecommunication SE by Drillisch AG under the umbrella of United Internet (United Internet stake: 73.29%), 1&1 / Drillisch have been operating with a coordinated procurement strategy for mobile telecommunications pre-services since November 2017. The next steps are to synchronize branding and customer targeting.
Following the consolidation of Drillisch, United Internet has updated its guidance. With regard to fee-based customer contracts, an increase of approx. 6.1 million contracts in the current product lines is now expected for the year as a whole (of which 1.87 million from the initial consolidation of Strato and 3.35 million from the initial consolidation of Drillisch). Consolidated sales will be approx.
€ 4.2 billion. EBITDA (including regulation effects, costs for the Telefónica DSL migration, and currency effects) is expected to be between € 970 million and € 1 billion. In addition, there will be the net extraordinary result.
At the time of preparing this Interim Statement, the Management Board of United Internet AG believes that the company is still well on track to reach its updated guidance for the full year 2017 - as summarized in the table below.
FY 2017 guidance of United Internet AG
Forecast FY 2017 Actual FY 2016(3)
Fee-based customer contracts + approx. 6.1 million(1) 16.79 million
Sales + approx. € 4.20 billion € 3.81 billion
EBITDA € 970 million - € 1 billion(2) € 836 million
In current product lines; of which € 1.87 million from the initial consolidation of Strato and € 3.35 million from the initial consolidation of Drillisch
Including regulation effects, costs for the Telefónica DSL migration, and currency effects; without extraordinary results
Customer contracts 2016 acc. to current product lines; sales / EBITDA 2016 acc. to IFRS 5 after sale of affilinet
-
Forward-looking statements
This Interim Statement contains forward-looking statements based on current expectations, assumptions, and projections of the Management Board of United Internet AG and currently available information. These forward-looking statements are subject to various risks and uncertainties and are based upon expectations, assumptions, and projections that may not prove to be accurate. United Internet AG does not guarantee that these forward-looking statements will prove to be accurate and does not accept any obligation, nor have the intention, to adjust or update the forward-looking statements contained in this interim report.
EXPLANATIONS FOR THE INTERIM STATEMENT
Information on the company
United Internet AG ("United Internet") is a service company operating in the telecommunication and information technology sector with registered offices at Elgendorfer Strasse 57, 56410 Montabaur, Germany. The company is registered at the district court of Montabaur under HR B 5762.
Significant accounting, valuation and consolidation principles
As was the case with the Consolidated Financial Statements as of December 31, 2016, the Interim Statement of United Internet AG as of September 30, 2017 was prepared in compliance with the International Financial Reporting Standards (IFRS) as applicable in the European Union (EU).
The Interim Statement does not constitute an interim report as defined by IAS 34. With the exception of the mandatory new standards, the accounting and valuation principles applied in the Interim Statement comply with the methods applied in the previous year and should be read in conjunction with the Consolidated Financial Statements as of December 31, 2016.
Mandatory adoption of new accounting standardsThe following standards were mandatory in the EU for the first time in the fiscal year beginning January 1, 2017:
Standard Mandatory for fiscal years beginning
on or after
Endorsed by EU Commission
IAS 12 Recognition of Deferred Tax Assets for Unrealized Losses
Jan. 1, 2017 No
IAS 7 Disclosure Initiative Jan. 1, 2017 No
As the amendments have not yet been endorsed by the EU Commission, they were not taken into account in this Interim Statement.
Use of estimates and assumptionsThe preparation of condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period. However, the uncertainty associated with these assumptions and estimates could lead to results which require material adjustments to the carrying amount of the asset or liability affected in future periods.
Use of business-relevant key financial performance indicatorsIn order to ensure the clear and transparent presentation of United Internet's business trend, the company's annual and interim financial statements include key performance indicators (KPIs) - in addition to the disclosures required by International Financial Reporting Standards (IFRS) - such as EBITDA, the EBITDA margin, EBIT, the EBIT margin and free cash flow. Information on the use, definition and calculation of these KPIs is provided in the Annual Report 2016 of United Internet AG starting on page 46.
Insofar as required for clear and transparent presentation, the KPIs used by United Internet are adjusted for special items. Such special items usually refer solely to those effects capable of restricting the validity of the key financial performance indicators with regard to the company's financial and earnings performance - due to their nature, frequency and/or magnitude. All special items are presented and explained for the purpose of reconciliation with the unadjusted financial figures in the relevant section of the financial statements.
MiscellaneousThe Consolidated Interim Financial Statements include all subsidiaries and associated companies. The following companies were acquired in the reporting period 2017:
• ProfitBricks GmbH, Berlin
• Strato AG, Berlin
• Cronon AG, Berlin
In the reporting period 2017, the following company was acquired by means of a capital increase:
• 1&1 Internet TopCo SE, Montabaur (formerly: Blitz 16-612 SE, Montabaur)
• Drillisch AG, Maintal
• Drillisch Logistik GmbH, Münster
• Drillisch Netz AG, Maintal
• Drillisch Online AG, Düsseldorf
• Mobile Ventures GmbH, Maintal
• yourfone Retail AG, Düsseldorf
• yourfone Shop GmbH, Düsseldorf
• IQ-optimize Software AG, Maintal
The following company was renamed in the reporting period 2017:
• United Internet Investments Holding GmbH, Montabaur (formerly: United Internet Ventures AG, Montabaur)
In the reporting period 2017, shares were acquired in the following associated company:
• rankingCoach GmbH, Cologne
Otherwise, the consolidated group remained largely unchanged from that stated in the Consolidated Financial Statements as at December 31, 2016.
This Interim Statement was not audited according to Sec. 317 HGB nor reviewed by an auditor.
foreword group interim financial statements financial calendar / imprint25
interim management report
INTERIM FINANCIAL STATEMENTS
Group balance sheet
28 Group net income
30 Group cash flow
32 Group changes in shareholders' equity
26
GROUP BALANCE SHEET
as of September 30, 2017 in €kSeptember 30, 2017
December 31, 2016
ASSETS
Current assets
Cash and cash equivalents
131,134
101,743
Accounts receivable from minority shareholders
41,044
0
Trade accounts receivable
319,178
228,025
Inventories
49,729
39,490
Prepaid expenses
156,509
111,172
Other financial assets
43,209
21,536
Other non-financial assets
51,800
129,427
792,604
631,393
Non-current assets
Shares in associated companies
359,359
755,546
Other financial assets
341,359
287,688
Property, plant and equipment
731,963
655,006
Intangible assets
1,310,795
369,470
Goodwill
3,634,787
1,087,685
Trade accounts receivable
53,235
55,841
Prepaid expenses
127,042
127,974
Deferred tax assets
126,314
103,131
6,684,854
3,442,341
Assets associated with discontinued operations
48,887
0
Total assets
7,526,345
4,073,734
27
September 30, 2017
December 31, 2016
LIABILITIES AND EQUITY
Liabilities Current liabilities
Trade accounts payable
412,021
373,710
Liabilities due to banks
516,629
422,236
Advance payments received
10,363
12,326
Income taxes liabilities
177,239
64,145
Deferred revenue
256,706
235,503
Other accrued liabilities
22,147
13,237
Other financial liabilities
170,533
114,748
Other non-financial liabilities
27,304
33,528
1,592,941
1,269,433
Non-current liabilities
Liabilities due to banks
1,429,918
1,338,417
Deferred tax liabilities
311,644
94,211
Trade accounts payable
8,950
9,479
Deferred revenue
32,683
33,820
Other accrued liabilities
41,505
39,671
Other financial liabilities
107,902
90,891
1,932,603
1,606,489
Total liabilities
3,525,544
2,875,922
Equity
Capital stock
205,000
205,000
Capital reserves
2,717,551
377,550
Accumulated profit
1,142,707
724,213
Treasury stock
-194,210
-122,493
Revaluation reserves
84,109
30,988
Currency translation adjustment
-14,843
-17,794
Equity attributable to shareholders of the parent company
3,940,314
1,197,464
Non-controlling interests
36,068
348
Total equity
3,976,382
1,197,812
Liabilities directly associated with discontinued operations
24,419
0
Total liabilities and equity
7,526,345
4,073,734
28
GROUP NET INCOME
from January 1 to September 30, 2017 in €kSales
2017
2016
Jan. - Sept.
Jan. - Sept.
3,008,224
2,828,119
Cost of sales
-1,924,473
-1,846,969
Gross profit
1,083,752
981,150
Selling expenses
-433,826
-392,497
General and administrative expenses
-131,829
-135,812
Other operating expenses / income
296,978
13,168
Operating result
815,074
466,008
Financial result
-27,638
-20,778
Amortization of financial assets
-19,768
-254,905
Result from associated companies
-4,433
1,081
Pre-tax result
763,235
191,406
Income taxes
-165,435
-134,611
Net income from continuing operations
597,800
56,795
Net income from discountinued operations
2,308
1,774
Net income before non-controlling Interests
600,108
58,569
Attributable to
non-controlling interests
21,911
148
shareholders of United Internet AG
578,197
58,421
29
2017
Jan. - Sept.
2016
Jan. - Sept.
Result per share of shareholders of United Internet AG (in €)
- basic
2.89
0.29
- diluted
2.88
0.29
Thereof result per share for continuing operations
- basic
2.88
0.28
- diluted
2.87
0.28
Thereof result per share for discontinued operations
- basic
0.01
0.01
- diluted
0.01
0.01
Weighted average shares (in million units)
- basic
199.97
203.82
- diluted
200.43
204.59
Statement of comprehensive income
Net income
600,108
58,569
Items that may be reclassified subsequently to profit or loss
Currency translation adjustment - unrealized
-3,687
-14,253
Market value changes of available-for-sale financial instruments before taxes - unrealized
55,605
20,319
Tax effect
0
34
Market value changes of available-for-sale financial instruments before taxes - realized
0
106,873
Tax effect
0
0
Categories that are not reclassified subsequently to profit or loss
Share in other comprehensive income of associated companies
267
0
Other comprehensive income
52,185
112,973
Total comprehensive income
652,293
171,542
Attributable to
non-controlling interests
20,695
148
shareholders of United Internet AG
631,599
171,394
30
GROUP CASH FLOW
from January 1 to September 30, 2017 in €kCash flow from operating activities
2017
2016
Jan. - Sept.
Jan. - Sept.
Net income
600,108
58,569
Net income (from discountinued operations)
2,308
1,774
Net income (from continuing operations)
597,800
56,795
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization of intangible assets and property, plant and
equipment
121,373
110,458
Amortization of intangible assets resulting from company acquisitions
51,560
34,135
Amortization of financial assets
19,768
254,905
Share-based payment expense
2,819
3,303
Result from equity accounted investments
4,433
-1,081
Share of profit of associated companies
19,823
19,272
Change in deferred taxes
-37,324
-8,417
Other non-cash positions
-319,149
-7,589
Operative cash flow
461,103
461,781
Change in assets and liabilities
Change in receivables and other assets
-8,378
-15,124
Change in inventories
-3,812
1,271
Change in deferred expenses
-37,435
-60,057
Change in trade accounts payable
-25,117
15,760
Change in advance payments received
-706
-2,465
Change in other accrued liabilities
-4,987
-1,683
Change in liabilities income taxes
93,577
-82,662
Change in other liabilities
26,664
11,711
Change in deferred income
2,605
4,651
Change in assets and liabilities, total
42,411
-128,598
Cash flow from operating activities (before capital gains tax refund)
503,514
333,183
Capital gains tax refund
70,293
0
Cash flow from operating activities for continuing operations
573,807
333,183
Cash flow from operating activities for discontinued operations
-1,393
-3,575
Cash flow from operating activities
572,414
329,608
31
Cash flow from investing activities
2017
Jan. - Sept.
2016
Jan. - Sept.
Capital expenditure for intangible assets and property, plant and equipment -154,314 -116,607 Payments from disposals of intangible assets and property,
plant and equipment 2,948 3,480
Payments for company acquisitions less cash received -526,794 -238
Purchase of shares in associated companies -126,432 -264,226
Payments for loans granted -525 -472
Payments from loans granted 0 2,874
Proceeds from sale of financial assets 0 4,464
Refunding from other financial assets 137 0
Cash flow from investing activities for continuing operations -804,980 -370,725
Cash flow from investing activities for discontinued operations -501 -532 Cash flow from investing activities -805,481 -371,257
Cash flow from financing activities
Purchase of treasury shares -77,214 -112,167
Sales of treasury shares in connection with an employee stock ownership
program 0 6,983
Taking out of loans 132,779 311,597
Redemption of finance lease liabilities -12,621 -13,980
Dividend payments -159,703 -142,857
Profit distributions to non-controlling interests 0 -329
Payments from minority shareholders 386,293 0
Cash flow from financial activities for continuing operations 269,534 49,247
Cash flow from financial activities for discontinued operations 51 35
Cash flow from financing activities 269,585 49,282
Net increase in cash and cash equivalents 36,517 7,633
Cash and cash equivalents at beginning of fiscal year 101,743 84,261
Currency translation adjustments of cash and cash equivalents -3,532 -4,189
Cash and cash equivalents at end of reporting period 134,728 87,705
Cash and cash equivalents at end of reporting period associated with
discontinued operations -3,593 0
Cash and cash equivalents at end of reporting period 131,135 87,705
32
GROUP CHANGES IN SHAREHOLDERS' EQUITY
from January 1 to September 30, 2017 in €kCapital stock
Capital reserves
Accumulated
profit
Treasury stock
Share
€k
€k
€k
Share
€k
Balance as of January 1, 2016
205,000,000
205,000
372,203
695,799
917,859
-26,318
Net income
58,421
Other comprehensive income
Total comprehensive income
58,421
Issue of treasury stock
914
-8,409
-504,941
14,478
Employee stock ownership program
3,303
Dividend payments
-142,857
Profit distributions
Balance as of September 30, 2016
205,000,000
205,000
376,420
602,954
3,412,918
-124,007
Balance as of January 1, 2017
205,000,000
205,000
377,550
724,213
3,370,943
-122,493
Net income
578,197
Other comprehensive income
Total comprehensive income
578,197
Purchase of treasury shares
2,000,000
-77,214
Issue of treasury stock
-5,497
-147,476
5,497
Employee stock ownership program
2,819
Dividend payments
-159,703
Transactions with minority shareholders
2,342,679
Balance as of September 30, 2017
205,000,000
205,000
2,717,551
1,142,707
5,223,467
-194,210
33
Revaluation reserves
Currency translation adjustments
Equity attributable to shareholders of United Internet AG
Non- controlling interests
Total equity
€k
€k
€k
€k
€k
-96,021
-1,443
1,149,220
538
1,149,758
58,421
148
58,569
127,226
-14,253
112,973
112,973
127,226
-14,253
171,394
148
171,542
6,982
6,982
3,303
3,303
-142,857
-142,857
0
-356
-356
31,205
-15,696
1,075,875
330
1,076,205
30,988
-17,794
1,197,464
348
1,197,812
578,197
21,911
600,108
55,871
-2,470
53,401
-1,217
52,185
55,871
-2,470
631,598
20,695
652,293
-77,214
-77,214
0
0
2,819
2,819
-159,703
-159,703
-2,750
5,421
2,345,350
15,025
2,360,375
84,109
-14,843
3,940,314
36,068
3,976,382
34
SEGMENT REPORTING
from January 1 to September 30, 2017 in €kJanuary - September 2017 Access
segment
€k
Applications
segment
€k
Corporate
€k
Recon- ciliation
€k
United Internet
Group
€k
Segment revenues 2,273,167 755,503 157 -20,603 3,008,224
- thereof domestic 2,273,167 470,619 157 -20,603 2,723,340
- thereof non-domestic 0 284,884 0 0 284,884
EBITDA 727,022 278,574 -17,589 0 988,007
EBIT 613,118 219,669 -17,713 0 815,074
Financial result -27,638 -27,638
Writedowns on investments -19,768 -19,768
Result from at-equity companies -4,433 -4,433
EBT 763,235 763,235
Tax expense -165,435 -165,435
Net income (from continued operations 597,800
Net income from discountinued operations 2,308 2,308
Net income before non-controlling Interests 600,108
Investments in intangible assets, property, plant and
equipment (without goodwill) 128,275 38,164 202 - 166,641
Amortization/depreciation from continuing operations 113,904 58,905 124 - 172,933
thereof intangible assets and property, plant
and equipment 82,989 39,260 124 - 121,373
thereof assets capitalized during
company acquisitions
30,915
20,645
0
- 51,560
Number of employees from continuing operations
4,527
4,561
338
- 9,426
- thereof domestic
4,527
3,014
338
- 7,879
- thereof non-domestic
0
1,547
0
- 1,547
January - September 2016
Segment revenues 2,167,230 684,965 136 -24,212 2,828,119
2,167,230
406,927
136
-24,212
2,550,081
0
278,038
0
0
278,038
384,517
233,843
-7,789
0
610,601
282,498
192,213
-8,703
0
466,008
-20,778
-20,778
-254,905
-254,905
1,081
1,081
191,406
191,406
thereof domestic
thereof non-domestic EBITDA EBIT
Financial result Writedowns on investments Result from at-equity companies EBT
Tax expense -134,611 -134,611
Net income (from continued operations 56,795
Net income from discountinued operations 1,7741,774
Net income before non-controlling Interests
Investments in intangible assets, property, plant and
58,569
equipment (without goodwill) 95,833 29,150 569 - 125,552
Amortization/depreciation from continuing operations 102,019 41,660 914 - 144,593
thereof intangible assets and property, plant
and equipment 72,302 37,242 914 - 110,458
thereof assets capitalized during
company acquisitions 29,717 4,418 0 - 34,135
Number of employees from continuing operations
3,420
4,230
196
- 7,846
- thereof domestic
3,420
2,644
196
- 6,260
- thereof non-domestic
0
1,586
0
- 1,586
foreword
interim management report
group interim financial statements
35
financial calendar / imprint
FINANCIAL CALENDAR
March 3, 2017 Annual financial statements for fiscal year 2016press and analyst conference
May 15, 2017 Interim Statement for the first quarter 2017 May 18, 2017 Annual Shareholders' Meeting, Alte Oper, Frankfurt/Main August 10, 2017 6-Month Report 2017press and analyst conference
November 14, 2017 Interim Statement for the first 9 months 2017IMPRINT
Publisher and copyright © 2017United Internet AG Elgendorfer Straße 57 D-56410 Montabaur Germany
www.united-internet.com
ContactInvestor Relations
Phone: +49(0) 2602 96-1100
Fax: +49(0) 2602 96-1013
E-mail: investor-relations@united-internet.com
November 2017
Registry court: Montabaur HRB 5762
Due to calculation processes, tables and references may produce rounding differences from the mathematically exact values (monetary units, percentage statements, etc.).
This Interim Report is available in German and English. Both versions can also be downloaded from www.united-internet.de. In all cases of doubt, the German version shall prevail.
Disclaimer
This Interim Report contains certain forward-looking statements which reflect the current views of United Internet AG's management with regard to future events. These forward looking statements are based on our currently valid plans, estimates and expectations. The
forward-looking statements made in this 6-Month Report are only based on those facts valid at the time when the statements were made. Such statements are subject to certain risks and uncertainties, as well as other factors which United Internet often cannot influence but which might cause our actual results to be materially different from any future results expressed or implied by these statements. Such risks, uncertainties and other factors are described in detail in the Risk Report section of the Annual Reports of United Internet AG. United Internet does not intend to revise or update any forward-looking statements set out in this Interim Report.
United Internet AG
Elgendorfer Straße 57
56410 Montabaur Deutschland
www.united-internet.com
Multi-period overview: Development of key sales and earnings figures (in € million)
9M 2013 | 9M 2014 | 9M 2015 | 9M 2016(1) | 9M 2017(1) | |
Sales | 633.0 | 688.7 | 741.7 | 685.0 | 755.5 |
EBITDA | 111.8 | 171.6 | 208.6 | 233.9 | 271.2(2) |
EBITDA margin | 17.7% | 24.9% | 28.1% | 34.1% | 35.9% |
EBIT | 63.2 | 126.1 | 163.6 | 192.3 | 212.3(2) |
EBIT margin | 10.0% | 18.3% | 22.1% | 28.1% | 28.1% |
On December 15, 2016, United Internet announced its intention to acquire Strato AG. The takeover was initially subject to approval by the German Federal Cartel Office ("Bundeskartellamt"). This approval was granted on February 10, 2017 and United Internet closed the transaction as planned in the first quarter of 2017. Strato has been included in the consolidated financial statements since April 1, 2017.
Investment of Warburg Pincus closedThe acquisition of a 33.33% stake in the Business Applications division by Warburg Pincus, announced on November 8, 2016, was successfully closed on February 15, 2017 with effect from January 1, 2017.
United Internet acquires stake in rankingCoachOn March 28, 2017, United Internet AG announced that it had acquired - via United Internet Investments Holding GmbH (formerly: United Internet Ventures AG) - a stake of 29.93% in rankingCoach GmbH in the course of a capital increase. Based in Cologne, rankingCoach was founded in 2014 by the company's managers Daniel Wette, Marius Gerdan and Thomas Meierkord as a spin-off of a major online marketing agency. Today, an international team of over 60 specialists supports small and mid-size enterprises (SMEs) in 11 languages and 24 countries. rankingCoach markets its products both directly to end-users and agencies, as well as indirectly via international partners, such as hosting providers, telecommunications companies and publishers. Online visibility and online reputation have a major impact on the business success of SMEs. rankingCoach offers affordable, web-based solutions in the field of search engine marketing (SEM), search engine optimization (SEO) and social media which are tailored to the needs of its various target groups.
The capital increase is aimed in particular at driving technical product development, the expansion of services, and the company's further internationalization. In addition to the equity stake, rankingCoach and the United Internet subsidiary 1&1 Internet SE have signed a long-term cooperation agreement for 1&1 to use the online marketing solutions of rankingCoach as part of its hosting and cloud products marketed in Europe and North America. At the time of its announcement, the transaction was still subject to approval by the relevant anti-trust authorities. This approval was granted on April 13, 2017.
Investment in Tele Columbus increasedIn the first quarter of 2017, United Internet increased its stake in Tele Columbus AG from 25.11% as of December 31, 2016 and held around 28.52% of shares as of September 30, 2017. A total of
€ 34.9 million was paid for the purchase of additional shares.
United Internet and Drillisch create a strong fourth player in the German telecommunications marketOn May 12, 2017, the Management Boards of United Internet AG and Drillisch AG (each with the approval of their respective Supervisory Boards) entered into a business combination agreement governing the step-by-step acquisition of 1&1 Telecommunication SE by Drillisch under the umbrella of United Internet.
The aim of the overall transaction (now completed) was to contribute 1&1 Telecommunication to Drillisch and thus create a more powerful full-service telecommunications provider under the umbrella of United Internet with considerable potential for synergies and growth. The combination of the two companies has now created a strong fourth player in the German telecommunications market alongside the three major full-service providers (Deutsche Telekom, Vodafone and Telefónica).
The merger of 1&1 Telecommunication and Drillisch was completed in two steps:
• In the first step, United Internet contributed 9,372 shares of 1&1 Telecommunication SE (corresponding to around 7.75% of the share capital of 1&1 Telecommunication) to Drillisch in the course of a capital increase for non-cash contribution from approved capital under the exclusion of subscription rights conducted by Drillisch. In return, United Internet received 9,062,169 new Drillisch shares.
• In a second step, the remaining 111,628 1&1 Telecommunication SE shares held by United Internet (corresponding to around 92.25% of the share capital of 1&1 Telecommunication) were contributed to Drillisch in return for the issue of 107,937,831 new Drillisch shares in total. This step required the approval of an Extraordinary General Meeting of Drillisch AG, which was held on July 25, 2017. At this general meeting, 97.85% of share capital represented voted in favor of the proposed capital increase for non-cash contribution. The majority of 75% required for approval was thus reached.
The transaction was accompanied by a voluntary public tender offer submitted by United Internet AG for all outstanding shares of Drillisch AG. United Internet offered to purchase the no-par value bearer shares, each representing a proportionate amount of Drillisch AG share capital of €1.10, from the current Drillisch shareholders. As compensation, United Internet offered to pay € 50 per no-par share - which is 8.2% more than the volume-weighted average domestic share price of Drillisch shares over the past three months as of May 11, 2017 (€ 46.20). The cash offer was made in accordance with the condition specified in the offer document published on May 26, 2017 regarding anti-trust approval. This condition was met with the approval of the German Federal Cartel Office ("Bundeskartellamt"). There was no minimum acceptance threshold for the tender offer. United Internet used bank loans to finance the Drillisch shares tendered as part of the tender offer. The financing banks confirmed that they would grant a maximum of € 2.5 billion (if all outstanding Drillisch shares were tendered). As at the expiry of the additional acceptance period on July 12, 2017, the tender offer had been accepted for a total of 1,224,157 Drillisch shares. After the acceptance period for the voluntary tender offer had expired, the related loan was canceled by United Internet as the acquired Drillisch shares were purchased from liquid funds.
With the registration of the capital increase for non-cash contribution in the Commercial Register on September 8, 2017, Drillisch acquired the remaining stake of approx. 92.25% in
1&1 Telecommunication. The capital increase had been approved by the Extraordinary General Meeting of Drillisch on July 25, 2017. 1&1 Telecommunication is thus a wholly-owned subsidiary of Drillisch. In return, United Internet received 107,937,831 new Drillisch shares, increasing United Internet's stake in Drillisch to more than 73%. As a result, Drillisch has been consolidated in the financial statements of United Internet since September 8, 2017.
The contribution of 1&1 Telecommunication to Drillisch under the United Internet umbrella offers extensive synergies and growth opportunities for both United Internet and Drillisch. These jointly- identified synergies are expected to arise at the level of their combined business starting in 2018. An annual volume of € 150 million is anticipated as early as 2020, rising to approx. € 250 million annually by 2025. Synergies will result in particular from joint purchasing of hardware and services, more efficient use of network capacity available to Drillisch, the expansion of the 1&1 product portfolio to include future technologies, and the availability of a larger product portfolio in Drillisch's stores. To achieve these synergies, the companies expect one-off implementation costs of around € 50 million at the combined business level.
Complete takeover of ProfitBricksIn late July 2017, United Internet reached an agreement with the other shareholders of ProfitBricks GmbH, a technologically leading cloud hosting specialist, regarding the complete acquisition of the company. United Internet has held a stake in ProfitBricks since 2010 (previous shareholding 44.42%) and acquired the remaining 55.58% of shares from the other shareholders. The complete takeover has strengthened United Internet's activities with Business Applications, which are pooled with its subsidiary 1&1 Internet SE - in which Warburg Pincus holds a stake.
1&1 has thus expanded its leading position in Europe for cloud hosting and added an innovative enterprise cloud platform to its product range.
Based in Berlin, ProfitBricks was founded in 2010 and employs over 100 people from more than 20 nations. The company is the first and only specialized cloud computing provider of Infrastructure-as-a-Service (IaaS) in Germany and offers professional public and hybrid cloud solutions which comply with the strict German and European data privacy guidelines. ProfitBricks operates four data centers in Frankfurt am Main, Karlsruhe, Las Vegas and New Jersey.
The share purchase was approved by the German Federal Cartel Office ("Bundeskartellamt") on August 7, 2017. As a result, ProfitBricks has been included in the consolidated financial statements of United Internet since August 7, 2017.
Merger of affilinet and AwinUnited Internet and Axel Springer plan to create a joint affiliate network by merging their companies affilinet and Awin. A corresponding agreement was signed on August 1, 2017.
As part of the transaction, United Internet contributed its affiliate marketing business operated by its subsidiary affilinet GmbH to AWIN AG in return for 20% of Awin shares. 80% of AWIN shares are held by Axel Springer.
The merger enables United Internet and Axel Springer to significantly strengthen their competitive standing in affiliate marketing and thus lay the foundation for accelerated growth in Germany and abroad. By pooling the expertise, skills and respective reach of Awin and affilinet, the companies also plan to drive new revenue models. In addition, the business combination will lay the foundation for the targeted IPO of AWIN AG.
The merger was approved by the relevant anti-trust authorities in Austria and Germany on September 12 and 15, 2017 and closed as of October 1, 2017.
Share buybacks and funding Share buyback program fully exhaustedUnited Internet purchased treasury shares once again in the first half of 2017. The share buyback was based on a resolution of the Management Board of June 30, 2016 to launch a new share buyback program. In the course of this new share buyback program, up to 5,000,000 shares in the company (corresponding to approx. 2.44% of capital stock) could be bought back via the stock exchange. The buyback followed the authorization of the Annual Shareholders' Meeting of May 22, 2014 to purchase treasury shares representing up to 10% of capital stock. The authorization was issued for the period up to September 22, 2017. In the period January 1 to February 3, 2017, a total of 2,000,000 treasury shares were purchased at an average price of € 38.58 and with a total volume of € 77.2 million. Together with the 3,000,000 treasury shares already purchased in fiscal year 2016, the share buyback program of June 30, 2016 has thus been fully exhausted. Following the issue of treasury shares as part of employee stock ownership plans, United Internet held 5,223,467 treasury shares as of September 30, 2017 (December 31, 2016: 3,370,943). This
corresponds to 2.55% of the current capital stock of € 205,000,000 (December 31, 2016: 1.64%).
New promissory note loanIn an agreement dated March 13, 2017, United Internet placed a new promissory note loan with a total amount of € 500 million for general company funding. The tranches of the new promissory note loan have terms of 5 to 8 years and are repayable at the issuance amount on the respective due dates. The average interest rate is 1.14% p.a. The new promissory note loan is not tied to any covenants.
Harmonization of bank borrowingOn May 5, 2017, United Internet signed an agreement with its core banks regarding a consolidation and adjustment of its existing bank borrowing. The syndicated loan of € 750 million arranged in August 2014 and syndicated loan of € 810 million arranged in July 2015 were consolidated into a single loan arrangement. At the same time, the Company renegotiated significant components of the loan agreements and in particular achieved a relaxation of certain covenants, optimized borrowing costs, and prolonged some of the terms in order to harmonize the current maturity profile.
Position of the Group
Following the disposal of affilinet GmbH on October 1, 2017, affilinet must be carried in the consolidated financial statements as of September 30, 2017 in accordance with IFRS 5 and the statement of comprehensive income (income statement) for the first nine months of 2017 and preceding periods must be adjusted accordingly. The revenues and expenses of affilinet are thus no longer included in the respective income statement items nor the sales and earnings figures stated below. The net income of affilinet after taxes is disclosed separately as a discontinued operation. However, the balance sheet of the previous year is to be disclosed unchanged.
Earnings positionIn the first nine months of 2017, the number of fee-based customer contracts in current product lines rose organically and via the Strato and Drillisch takeovers by 5.83 million to a total of
22.62 million contracts. In addition to these customer contracts in the current product lines, the company holds a further 0.49 million contracts without basic monthly fees and service provider contracts (volume-based tariffs / MSP tariffs) from the Drillisch acquisition, as well as 0.13 million DSL contracts in the phased-out T-DSL / R-DSL product lines.
Consolidated sales grew by 6.4% to € 3.008 billion in the first nine months of 2017 (comparable prior-year figure: € 2.828 billion). Revenue contributions from Strato and ProfitBricks(€ 64.5 million) as well as Drillisch (€ 54.6 million) were offset in part by burdens on sales from regulatory effects (€ - 33.2 million) and negative currency effects (€ - 6.0 million). Due in particular to the year-on-year decline in the value of the British pound, there was only a modest 2.5% increase in sales outside Germany, from € 278.0 million in the previous year to € 284.9 million in the first nine months of 2017. Adjusted for currency effects, foreign sales rose by 4.6%.
All customer acquisition costs for Access and Applications products, as well as costs for the migration of resale DSL connections to complete DSL packages and upgrades to VDSL connections, continue to be charged directly as expenses.
Due to economies of scale and improved conditions for the purchase of pre-services, the cost of sales increased more slowly than revenues in the first nine months of 2017, from € 1,847.0 million (65.3% of sales) in the previous year to € 1,924.5 million (64.0% of sales). Consequently, the gross margin rose from 34.7% in the previous year to 36.0%. As a result, the 10.5% increase in gross profit from € 981.2 million in the previous year to € 1,083.8 million easily surpassed sales growth (6.4%).
Sales and marketing expenses rose from € 392.5 million (13.9% of sales) in the previous year to€ 433.8 million (14.4% of sales). Administrative expenses fell from € 135.8 million (4.8% of sales) in the previous year to € 131.8 million (4.4% of sales).
Other operating income relates primarily to the extraordinary result from M&A activities totaling
€ 303.9 million, as described below.
Multi-period overview: Development of key cost items (in € million)
9M 2013 | 9M 2014 | 9M 2015 | 9M 2016(1) | 9M 2017(1) | |
Cost of sales | 1,292.7 | 1,424.9 | 1,834.6 | 1,847.0 | 1,924.5 |
Cost of sales ratio | 66.1% | 65.6% | 66.6% | 65.3% | 64.0% |
Gross margin | 33.9% | 34.4% | 33.4% | 34.7% | 36.0% |
Selling expenses | 351.6 | 340.6 | 423.0 | 392.5 | 433.8 |
Selling expenses ratio | 18.0% | 15.7% | 15.4% | 13.9% | 14.4% |
Administrative expenses | 87.2 | 98.2 | 129.5 | 135.8 | 131.8 |
Administrative expenses ratio | 4.5% | 4.5% | 4.7% | 4.8% | 4.4% |
Multi-period overview: Development of key sales and earnings figures (in € million)
9M 2013 | 9M 2014 | 9M 2015 | 9M 2016(1) | 9M 2017(1) | |
Sales | 1,955.1 | 2,170.9 | 2,754.8 | 2,828.1 | 3,008.2 |
EBITDA | 237.7 | 280.5(2) | 541.0(3) | 610.6 | 684.1(4) |
EBITDA margin | 13.5% | 14.3% | 19.6% | 21.6% | 22.7% |
EBIT | 169.2 | 210.6(2) | 378.0(3) | 466.0 | 511.2(4) |
EBIT margin | 9.6% | 10.8% | 13.7% | 16.5% | 17.0% |
United Internet AG published this content on 13 November 2017 and is solely responsible for the information contained herein.
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