Professional Documents
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or contact:
Investor Relations
Jetix Europe Limited
3 Queen Caroline Street
Hammersmith
London W6 9PE
www.jetixeurope.com
group at a
glance
Our Business Lines
Channels & Online
>> Owns and operates fully localised children’s channels
1
our
highlights Continued
growth
40.3(1)
01 02 03 04 05 01 02 03 04 05
13.5(3) 21.9(2)
12.3(1)
01 02 03 04 05 01 02 03 04 05
41.8
32.3(4) 38.3
30.9 30.9
34.8
20.2(4) 24.9(3) 31.4(2)
24.7(1)
8.9(2) 10.4
(4.4)(3)
(9.9)(1)
01 02 03 04 05 01 02 03 04 05
17.1(3)
19.8
16.2(1) 13.6 (11)
3.8
5.8 (10)
(28.9)(2)
(29.8)(4)
01 02(9) 03 04 05
Net income
[$ million]
(1)
Unaudited results for the year ended May 31, 2001.
(2)
Unaudited results for the year ended June 30, 2002.
(3)
Results for the 13-months ended June 30, 2001.
(4)
Results for the 15-months ended September 30, 2002.
(5)
Consistent with prior years, EBITDA is stated before programme amortisation,
impairment and depreciation. EBITDA less depreciation, amortisation and impairment
is equivalent to operating income.
(6)
Excluding our share of non-consolidated joint ventures.
(7)
Including other small non-advertising channel revenues.
(8)
Including online advertising revenues.
(9)
Before cumulative effect of change in accounting principle.
(10)
Results for the year ended September 30, 2004, as reported (i.e. including non-recurring
charge discussed below).
(11)
To enhance comparability, the Company has also provided operating results on a pro forma
basis for the year ending September 30, 2004, which exclude the impact of non-recurring
relocation charges recognised during the year. These charges relate to the relocation of
the Company’s UK and French based operations to Disney’s premises within these markets.
The Company believes that pro forma results provide additional information useful in
analysing the underlying business results.
3
our
content
check it out
A.T.O.M.
ALPHA TEENS ON MACHINES
Set in the bustling
metropolis of Landmark
City, A.T.O.M. ALPHA TEENS
ON MACHINES follows five
extreme sport-loving teens
whose rebellious spirit and
physical skills are called upon
to push the limits of high-tech
new inventions. But this ‘dream
job’ often crosses paths with
fiendish crimelords, resulting in
high-octane and high-spirited
adventures as the Alpha Teens
become unlikely saviours of the city.
4
Great quality content
is at the heart of
the company
5
our
future
6
Future success
is built on great
new content The latest incarnation of Power Rangers
launched in the Autumn 2005. The 13th
season is set in the Space Patrol Delta
Academy, where humans and
aliens train to become the
newest generation of
Power Rangers. The
series chronicles the
adventures of the young
cadets as they hone
their extraordinary
genetic powers and
train to become the
best of the best.
1
Statistics refer to the Jetix alliance around the world, Jetix Europe only
owns the operations in Europe and the Middle East.
8
show
cool Monk
ey
R o b ot ce Go!
r r
Supe Hyperf-sotyle action
Team ristic anime forces of
tu e f
is a fu that pits th t a band o
, ns
series e evil agai t Monkey
a t bo
ultim loured Ro iro –
co h iro
multi s, led by C t e en. Ch r
r n g i
warrio rceful you defend the
u e
a reso team of fiv ity against
i s C
and h huggazoom g and his
,S in
home Skeleton K
i l
the ev minions.
er
monst
26%
Public shareholders
74%
ABC Family Worldwide
(A subsidiary of Disney)
Jetix Europe
ownership
structure
9
our
history
e rty
pro p
hot s
nger ue
wer Ra ed as a tr
Po estab
ly
lish
perty
.
pro
is firm en kids’ a
TV
nese t
g r e J a p
ever 0’s
a 197 estern de
bu
e d b y W s,
Inspir t made its 13th serie
,i s
series . Now in it episodes, s
3 0 tion
in 199 re over 45 G enera est,
a e r s
there wer Rang t of the b
o s
and P iles the be diences to rs
comp g new au wer Range
in o
allow r classic P
v e
disco first time.
e
for th
’99
Initial Public Offering
10
’00 ’05
Channels launched in Italy, Germany, Hungary, All operations renamed as Jetix
Turkey and Middle East
First year of new management team
Fox Kids is now the only children’s entertainment
New channel launched in Italy – GXT
company with a channel in every major
European market New programming delivered included W.I.T.C.H.,
A.T.O.M. Alpha Teens on Machines and Super Robot
Fox Kids Europe reaches profitability
Monkey Team Hyperforce Go!
Channels now reach 20 million households in
Programme distribution division began its recovery
38 countries
with a return to profits growth
Consumer products restructuring led to major
development in Home Entertainment business
Jetix Europe reaches 41.8 million households in
’02
58 countries in 17 languages via 14 channel feeds
11
chief executive
officer’s review
“I am delighted to be announcing
another strong set of results from
Jetix Europe. This has been a year
of change for the Company and I am
pleased that through this period of
transition we have succeeded in
delivering on our financial targets as
well as laying the foundations for
continued growth into the future.”
12
Last year we announced that we were creating a new The improved quality of our programming can also be seen
programming brand with our parent, The Walt Disney Company in the first signs of recovery in our programme distribution
(Disney), centred on our new name and brand – Jetix. This year division, where we work with Disney’s Buena Vista International
has seen the completion in Europe and the Middle East of the Television, Europe’s leading kids programme distribution
first phase of this alliance, with the transition to our new name company. Despite receiving fewer new episodes this year we
across all of our operations: television, on-line, new digital managed to grow our profits, and I am confident that as our
media and our ancillary activities. We are excited to see that programme pipeline continues to improve we will see further
Disney has also launched the Jetix brand in the U.S., Latin growth in this division.
America and Asia, making us a key player in the development
of a truly global kids’ phenomenon. Our consumer products division built on last year’s success
with another excellent year. Power Rangers continues to exceed
It is also good to see that our strategy of introducing the new our expectations, supported by the strength of Disney Consumer
brand gradually, through Jetix branded blocks which preceded Products, and our home entertainment business has delivered
the full channel renaming, has worked well. The new brand has outstanding results following the internal reorganisation which
become firmly established across Europe and the Middle East focused resources on this area.
with our audiences, commercial partners, advertisers and
distributors. During the year we have also pushed through changes in our
corporate management structure. I believe that all of this
As I highlighted when I became CEO, content is at the heart year’s changes, and the new focused management team, has
of our company. This year we have significantly improved given the company a new momentum. We are well positioned
our production pipeline, with a focus on developing fewer, for the next stage in our development and I remain confident
higher quality properties. Our content strategy is centred that we will continue to rise to the many challenges and
on ownership, either in partnership with our parent company opportunities of the fast changing media world in which
or the best independent producers around the world, thus we operate.
enabling our team to be heavily involved in the creative direction
of each property early on in its development. This also more I would also like to take this opportunity to publicly thank
effectively sets us up to participate in the financial rewards of each and every member of the team. You have all risen to the
hit franchises. challenge this year, and without you, these results would not
be possible – Thank You.
This has been the first full year of our programme alliance with
Disney, and during the period we have taken delivery of the first
shows which were developed specifically for the Jetix brand.
The uniquely named Super Robot Monkey Team Hyperforce Go!,
and the soon to be aired Get Ed were produced by Disney’s
Television Animation division. It is also important to note that
the content alliance with Disney is a two way process. The Jetix
Europe led co-production of W.I.T.C.H. with SIP Animation (SIP) Paul Taylor
in France has aired across our channels in Europe as well as the Chief Executive Officer
Disney owned Jetix networks and programme blocks in North December 2005
America, Latin America and Asia. In addition, since the end of
the fiscal year, we have sold two of our flagship co-productions
to Jetix in the U.S., A.T.O.M. (Alpha Teens On Machines) and
Oban Star-Racers (co-production with Sav! the World). The
success of these shows has already allowed us to commission
second seasons of Super Robot Monkey Team Hyperforce Go!,
W.I.T.C.H. and A.T.O.M. (Alpha Teens On Machines).
13
operating and
financial review
Dene Stratton
Chief Financial Officer
December 2005
14
Revenues Costs and Expenses
Revenues increased by 14% to $187.8 million against the Costs and expenses increased by 7% to $122.4 million. Excluding
prior year. Channels and online grew revenues by 14% to the non-recurring relocation expenses in the prior year, costs
$144.5 million, with subscription revenues increasing by 13% rose by 14% from $107.3 million. The primary reasons for the
to $94.0 million and advertising revenues increasing by 14% increase in costs included a provision for indirect taxes, the
to $47.1 million. Other channel and online revenues, mainly weakening of the dollar against the euro and the pound, and
live events, research and interactive, were up 13% at $3.4 million. increased costs in our consumer products division. Consumer
The primary drivers of growth in channel and online revenues products cost increases were driven by an increased agency fee
were increased distribution of our channels, strong advertising on one of our properties and an accrual of third party costs
growth, notably in Italy, CEE and Poland, and the weakening of primarily attributable to prior periods, which we announced
the dollar against the euro and the pound. in our interim statement.
Programme distribution revenues, serviced by Buena Vista Other cost increases were attributable to the upgrading of our
International Television, increased by 1% to $24.9 million. broadcasting facilities, a provision for settlement of pending
As reported in our half-year results, revenues were weighted legal claims and marketing spend associated with the renaming
towards the second half of the year, with 65% of revenues in of our channel and online businesses, partly offset by reduced
this period. This is due to the timing of programme deliveries programme distribution costs due to the lower volume of new
during the period rather than any seasonal factor. Programme episodes delivered.
distribution revenues have increased slightly despite a
substantial fall in the volume of programming being delivered.
EBITDA1
This has been driven by the strong performance of our new
EBITDA increased by 28% to $65.5 million. This represents
programming, notably Power Rangers and W.I.T.C.H., as well as
an increase of 13% on prior year adjusted for non-recurring
strong sales of older titles, particularly Spiderman.
relocation costs. Channel and online EBITDA increased by 37%
Our consumer products revenues grew strongly, increasing by (21% after adjusting for non-recurring costs) to $57.6 million.
38% to $18.4 million. This was driven by a strong performance This was driven by subscription and advertising revenue growth
from Power Rangers, represented by Disney Consumer Products, being only partially offset by cost increases primarily due to
as well as significant growth in our home entertainment foreign exchange movements, increased technical and
division, both in-house and the properties distributed by Buena increased marketing costs. Programme distribution increased
Vista Home Entertainment. EBITDA by 10% (9% after adjusting for non-recurring costs) to
$17.1 million as costs were reduced due to the lower volume
of new programming delivered, and consumer products
increased EBITDA by 23% (15% after adjusting for non-recurring
costs) to $6.3 million, with strong revenue growth partially
offset by increased costs from the increased agency fees and
the accrual described above. The change in shared costs not
allocated to segments was primarily the result of a provision
for indirect taxes.
1
Consistent with prior years, EBITDA is stated before programme amortisation, impairment and depreciation.
EBITDA less programme amortisation, impairment and depreciation is equal to Operating Income.
15
operating and
financial review continued
Consumer
Programme
Products
Distribution Other
9.8%
13.2% 13.4%
UK
29.6% Spain
5.1%
Channels:
Advertising
25.1% Germany
8.2%
CEE
8.3%
Italy
Channels: 12.9%
Subscription & Other France
51.9% 11.2%
Benelux
11.3%
16
Taxation REPORTING CURRENCY
The effective tax rate was 23% compared with 26% in the prior Due to the growing usage of euros since their introduction,
fiscal year. The income tax charge for the year comprised and the growth in our channel and online business, we expect
income, withholding and capital taxes payable amounting the euro to be the most significant currency in which our
to $3.0 million, and a deferred tax charge of $3.0 million. revenues and costs will be originated for the foreseeable
future. Therefore for the fiscal year ending September 30, 2006
we will be changing our reporting currency to the euro from
Minority Interest
the dollar.
Minority interest fell by $0.6 million to an expense of $0.4 million
as our Polish channel operation moved into profitability.
CHANGE TO IFRS
The company’s primary financial reporting is currently on a
Earnings per Share
U.S. GAAP basis. Companies listed on an E.U. Stock Exchange
Basic earnings per share increased by 234% to 23.7 cents
are required to prepare consolidated financial statements in
per share from 7.1 cents per share. Diluted earnings per share
accordance with International Financial Reporting Standards
increased by 241% to 23.5 cents per share from 6.9 cents per
(IFRS) for accounting periods commencing on or after
share. These gains were due to the increase in income referred
January 1, 2005. Jetix Europe will therefore be preparing
to above, with no significant change in the weighted average
financial statements under IFRS for our fiscal year ending
number of shares outstanding.
September 30, 2006.
Cash Flow Preparing for the transition, we have drawn up plans for
implementation, made a survey of differences between U.S. GAAP
Operating cash flow remained at $30.9 million. Strong
and IFRS, prepared a preliminary October 1, 2004 opening
growth in operating income was offset by the combination
balance sheet and started the process of implementing
of increased investment in content and the non-recurrence
necessary changes in systems and routines.
of a working capital benefit associated with the office
relocation in the prior year. Significant differences between current U.S. GAAP and IFRS
reporting may include, but are not limited to, programme
Cash and cash equivalents increased by $38.3 million. This
amortisation and impairment, proportional consolidation
resulted primarily from operating cash flow and the exercise
of non-consolidated joint ventures, expensing of stock based
of employee stock options.
employee compensation (also required under U.S. GAAP
for fiscal 2006) and deferred tax.
17
Channels
and online
18
15 channel
feeds reaching
58 countries
broadcasting in
18 languages
41.8 million
households
reached
17 localised
websites plus
digital and
interactive
services
19
Channels
and online continued
144.5 57.6
47.7(5)
101.6(4) 127.3
35.6(4) 42.1(6)
104.1 41.2
58.6(2) 79.9(3)
28.4(3)
52.6(1)
7.0(2)
5.6(1)
2001 2002 2003 2004 2005 2001 2002 2003 2004 2005
“During the year the key focus for the channels and online division
has been the renaming to Jetix.”
The renaming began in the prior financial year with our French The channels have continued to expand their distribution
channel in August, and since then the rest of our feeds have during the year and at the year end we reached 41.8 million
changed to Jetix. The majority transitioned in January, with households, up 3.5 million households. This has maintained our
our German channel being the last to change in June 2005. position as one of the leading kids’ television channels across
We supported the renaming with a wide range of marketing Europe and as at September 30, 2005, we reached 58 countries,
activities, from special launches to Jetix branded touring through 15 channel feeds broadcasting in 18 languages.
events, all supported by major on-air and online campaigns.
During the year we have renewed key deals with pay-tv
The new brand has become firmly established with platforms, securing distribution of our channels into the
our audiences, and has also built a strong presence with future. Key deals renewed were with Sky Italia in Italy, NTL
our commercial partners. The transition highlighted the and Telewest in the U.K., Sogecable in Spain and a number
successful overall strategy we pursued, with the initial launch of deals in Eastern Europe.
of branded blocks to introduce our audiences to the new
name, followed by the rolling out of the change across
our whole channel network.
(1) (6)
Unaudited results for the year ended May 31, 2001. Results for the year ended September 30, 2004, as reported.
(2) (7)
Results for the 13-months ended June 30, 2001. Excluding our share of non-consolidated joint ventures.
(3) (8)
Unaudited results for the year ended June 30, 2002. Consistent with prior years, EBITDA is stated before programme amortisation,
(4)
Results for the 15-months ended September 30, 2002. impairment and depreciation. EBITDA less depreciation, amortisation and impairment
is equivalent to operating income.
(5)
Pro forma stated after excluding non-recurring relocation charges of $5.6 million.
20
highlights
>>> All of the channels have been >>> Strong advertising growth in
renamed as Jetix most markets
Advertising revenue has grown at more than 15% in all of our During the period the market for digital media has continued
markets except the U.K. and the Netherlands. On two of our to develop rapidly. We are working with a number of partners
channels, Central and Eastern Europe and Poland, advertising to trial new services and to ensure we are present wherever
more than doubled, whilst in the U.K. and the Netherlands new opportunities are emerging. In France we have two deals
advertising was broadly in line with last year. In the in place to distribute our channel over mobile phones. Trials
Netherlands we have defended our market leading position with Orange and SFR began in June and early performance has
against a strong new market entrant, and in the U.K., our been positive. In Germany we secured carriage within T-Online’s
most competitive market, we maintained our position. video on demand ADSL service which distributes some of our
most popular library shows, and in the UK our channel is being
In May 2005 we launched a new channel brand in Italy, GXT. carried on the Homechoice ADSL service.
GXT targets an older “teen” audience with a mix of irreverent
humour and edgy programming. To date, the channel has
performed strongly and has significantly improved our
demographic reach, opening up the opportunity to develop
new advertising clients. We are hopeful that this format
will have significant potential in the future.
21
programme
distribution
22
Serviced by
Disney’s
Buena Vista
Television
International
Over90
clients in
44 markets
Library
of over
6,600
episodes 1
1
Half hour equivalents, as at September 30, 2005.
23
programme
distribution continued
61.4(2) 51.2(2)
59.0(1) 49.2(1)
(4)
43.2
28.8 (3),(4)
40.1(3)
31.4
15.7(5)
24.7 24.9 20.4
15.5(6) 17.1
2001 2002 2003 2004 2005 2001 2002 2003 2004 2005
We achieved this despite a significant reduction in the number major European markets and was the most popular programme
of episodes delivered compared with the prior year. There has with boys in all markets for its timeslot. Our new shows also sold
been a concerted focus on the quality of programmes that we well with W.I.T.C.H. selling in 17 countries and Sonic X selling in
have been producing, and we have begun implementing our 19 countries. In the four major markets where W.I.T.C.H. aired it
long-term strategy of moving from acquired programming to was number one or two in its timeslot amongst kids and Sonic X
co-productions, in which we have significant ownership and was number one for boys in its timeslot in the three major
creative influence. The improvement is also due to the global markets in which it aired.
scale and industry relationships which Buena Vista International
Television brings to servicing our distribution operation. During the period we have sold a new branded block and a
number of notable volume and package deals 9. A new branded
The quality of our programming is highlighted by the on-air block deal has been signed with Polsat in Poland, which
performance of a number of our key franchises during the year, complements the blocks we already have in Germany, Russia,
both old and new. Power Rangers maintained its market Czech Republic and a number of other emerging markets. New
leadership position, airing in all five of the major European volume deals have been signed in the U.K., Ireland and Belgium;
markets and leading its timeslot with the highest kids ratings in and major package deals have been signed in Italy, Greece,
four of them8. On the back of the most recent movie, Spiderman Turkey and Finland amongst others.
returned as one of our best selling properties, airing in all five
(1) (5)
Unaudited results for the year ended May 31, 2001. Pro forma stated after excluding non-recurring relocation charges of $0.2 million.
(2) (6)
Results for the 13-month period ended June 30, 2001. Results for the year ended September 30, 2004, as reported.
(3) (7)
Unaudited results for the year ended June 30, 2002. Consistent with prior years, EBITDA is stated before programme amortisation,
(4)
Results for the 15 months ended September 30, 2002. impairment and depreciation. EBITDA less depreciation, amortisation and impairment
is equivalent to operating income.
24
highlights
>>> Revenue marginally up, reversing >>> 137 episodes of new programming
recent trend delivered
We have taken delivery of 137 new episodes during the period. crimes whilst toiling at a futuristic messenger service. Pucca has
This included the initial season of our first co-production with developed from our strong consumer products franchise, and
Disney’s Television Animation unit in the U.S., Super Robot is a kiss-chase meets kung-fu comedy following the exploits of
Monkey Team Hyperforce Go!, as well as co-productions with Pucca, the daughter of a Chinese restaurant owner, and Garu,
other studios. This year we have received the first seasons of a loyal ninja student. Our new “mystery” live action series will
W.I.T.C.H. and A.T.O.M. (Alpha Teens on Machines) from SIP in launch next year at MIP TV and is a hybrid between live action
France, and acquired new series of programming such as Sonic X. and CGI production techniques.
We have also received the latest season of our flagship property,
Power Rangers. Also in production at the period end was Oban Star-Racers, our
26 episode epic co-production with Sav! the World, Super RTL
The number of episodes we have in production has significantly and France 3. This was recently launched at the MIPCOM TV
increased to 244, up 102 episodes from September 30, 2004. buying market and has generated significant early interest.
New productions entered into during the period include both
new seasons of our successful properties, Power Rangers, Super
Robot Monkey Team Hyperforce Go!, W.I.T.C.H. and A.T.O.M.
(Alpha Teens on Machines), as well as new original properties
such as Get Ed, Pucca and a new “mystery” live action
production. Get Ed is a new coproduction with Disney’s TVA in
the U.S., and follows the adventures of Ed, a boy genetically
created from an ancient artefact, who works as a surreptitious
cybersleuth, foiling identity thefts and other information based
8
Source: B.A.R.B. in UK; Mediametrie in France, Spain and Germany; AGB Italia – Italy;
all sources cover the key kid demographic in all television households; time period
covers when the programmes aired between October 1, 2004 and September 30, 2005.
9
A volume deal is when a broadcaster agrees to buy a defined volume of programming
over a number of years with some programmes undefined, versus a package deal
when one or more specific titles are acquired.
25
consumer
products
pan-
European
licensing
agency
Local
offices in
7 markets
represented
in37
countries
26
27
consumer
products continued
2001 2002 2003 2004 2005 2001 2002 2003 2004 2005
We exploit our consumer products properties through a dual on developing new products outside of the core areas, and this
strategy. We have an in-house division, Jetix Consumer Products has led to strong growth in a number of smaller categories,
(JCP) which represents almost all of our properties, and we including youth electronics and communications, sports toys
have leveraged the global reach of Disney through Disney and ride-ons. Power Rangers has also become firmly established
Consumer Products (DCP) to distribute our global hit property, as a core franchise within the Disney stores.
Power Rangers, and through Buena Vista Home Entertainment
(BVHE) to distribute some of our biggest selling home Within the properties represented by JCP, Pucca and Sonic X
entertainment titles. have been particularly strong. Pucca has developed into a
uniquely distinctive brand with strong categories including
Power Rangers has again grown strongly with our royalty fashion and apparel, as well as stationery and accessories.
revenue from DCP up more than 40%. Retail sales have Following its success as a consumer products property, Jetix is
increased in all of the major European markets, and more developing Pucca into a TV series. Together with securing the
than doubled in Germany and Italy 8. Action figures remain Pucca TV rights from Vooz, we have extended our consumer
the largest category, and despite strong competition from products licence period for a further 20 years, ensuring that
Star Wars, Power Rangers ranked in the top five properties we benefit from the value created by the TV exposure. The
in four of the five major markets. There has also been a focus terms of our agency representation were also improved.
(1) (6)
Unaudited results for the year ended May 31, 2001. Results for the year ended September 30, 2004, as reported.
(2) (7)
Results for the 13-month period ended June 30, 2001. Consistent with prior years, EBITDA is stated before programme amortisation,
(3)
Unaudited results for the year ended June 30, 2002. impairment and depreciation. EBITDA less depreciation, amortisation and impairment
is equivalent to operating income.
(4)
Results for the 15-month period ended September 30, 2002. (8)
Source: NPD Group / Eurotoys / EPoS Tracking Service
(5)
Pro forma stated after excluding non-recurring relocation charges of $0.3 million.
28
highlights
>>> Strong revenue and profit growth >>> Sonic X developing well across
the region
>>> Power Rangers, represented by
Disney Consumer Products, >>> Home entertainment significantly
performing well increased sales as new management
structure has improved focus
>>> Pucca licensing agency agreement
improved and extended on the back
of strong performance
Sonic X, our recent major acquisition, has been licensed across Within JCP, a dedicated unit has been set up to focus on
a wide range of territories. The master toy license is developing building our home entertainment activities. This new division
well with product launched across the region, and the has had an excellent start, more than doubling revenues year
character has been signed for a broad range of merchandise. on year. This success has been driven by both new and library
On the back of this success we have increased the range of titles, Sonic X has been licensed in 24 countries, including four
rights we are representing. of the five major European markets, and there has been a
significant increase in multi-property deals where a number
The Jetix brand has also demonstrated its potential and strong of our library titles are licensed together as packages.
early recognition by establishing itself as one of our leading
licensing properties. Jetix branded items include magazine We have continued to expand the range of properties we
publishing, CD compilations, supermarket promotions and the represent and during the period have taken on the rights for
use of the Jetix logo on a range of items from cycle helmets our new “mystery” live action series, and we also control the
and bean bags through to ice cream. consumer product rights within our region for our major
co-production Oban Star-Racers.
The performance of our home entertainment business has been
a notable highlight, with a strong performance from both our
in-house operation and the titles distributed by BVHE (Power
Rangers and a number of our Marvel titles). Power Rangers has
maintained its perennial popularity, and the Marvel titles have
increased sales, leveraging the interest generated by the
release of the Spiderman and Fantastic Four theatrical movies.
29
Management
board
30
Olivier Spiner OLIVER FRYER
Executive Vice President of International Affairs General Counsel
Olivier Spiner was appointed as a member of the Oliver Fryer was appointed as a member of the
Management Board and Executive Vice President of Management Board in September 2003. In his role,
International Affairs in November 1999, and is he is responsible for all of Jetix Europe’s contractual,
responsible for Jetix Europe’s corporate activities. legal and business affairs issues. He previously served
Prior to joining Jetix Europe he served as Deputy as Director of Legal and Business Affairs for Jetix
General Manager of Saban International Paris from Europe. Before joining the company in June 2001,
1996 and before this, from 1982, he held the Mr. Fryer worked for The Simkins Partnership and
positions of Deputy General Manager and Chief for Zenith Entertainment plc, where for several years
Financial Officer at Créativité and Développement. he was Director of Legal and Business Affairs.
31
supervisory
board
Thomas Staggs Etienne de Villiers
Chairman of the Supervisory Board Etienne de Villiers was appointed as a member of the Supervisory
Tom Staggs was appointed as Chairman of the Supervisory Board in Board in January 2005. Mr. de Villiers is founder and senior partner
November 2001. He is currently Senior Executive Vice President and of Englefield Capital LLP, a UK based private equity fund focused on
Chief Financial Officer of the The Walt Disney Company and a member mid-market development capital deals. He is a non-executive Director
of Disney’s executive management committee, with responsibility for for Pi Capital and Video Networks, as well as non-executive Chairman
the company’s worldwide finance organisation, controller functions, of BBC Commercial Holdings Limited. He is also the newly appointed
acquisitions, investor relations, treasury activities, information systems, Executive Chairman and President of the ATP, the governing body of
real estate and taxes. Mr. Staggs joined Disney in 1990 as Manager of men’s professional tennis. Until May 2000, Mr. de Villiers served as
Strategic Planning. In 1995, he became Vice President of Planning and President and MD of Walt Disney International Europe, Middle East
Development and in 1998, Mr. Staggs became Executive Vice President and Africa and President of Walt Disney International where he was
and Chief Financial Officer. responsible for Disney’s production, broadcasting and distribution
activities outside the USA.
Andy Bird
Andy Bird was appointed as a member of the Supervisory Board in Peter Seymour
January 2005. As president of Walt Disney International, Mr. Bird works Peter Seymour was appointed as a member of the Supervisory Board in
with all of Disney’s business unit leaders around the world, coordinating September 2005. He is currently Senior Vice President of Strategy for
and overseeing growth opportunities for Disney outside the United Disney Media Networks where he oversees strategy development for all
States. He is responsible for targeting new businesses, growing and of Disney broadcasting and cable programming activities. Mr. Seymour
increasing penetration of existing businesses, and leading the joined Disney in 1996 as Manager of Strategic Planning. In 2001 he
development of business and operations in emerging markets. Prior became Senior Vice President of Strategic Planning responsible for
to joining Disney, Mr. Bird spent nearly a decade with Time Warner. Disney’s overall corporate development activities as well as strategy
and business development for the company’s technology and
broadcasting initiatives.
Wolf-Dieter Gramatke has been a freelance media consultant since 2001 and acts as a supervisory board member for a number of German media
companies including Deutsche Entertainment and Pixelpark. Previously, he was Chairman and CEO of Universal in Germany, Austria and Switzerland
and President and CEO of Polygram in Germany and worked in senior management positions in a number of German and international companies
including BMW and Columbia Pictures.
Brian Spaulding is Senior Vice President and Chief Financial Officer for Walt Disney International. In this capacity, Brian oversees the finance, business
development and information technology activities for many of Disney’s international operations. Mr. Spaulding joined Disney in 1988 as a Senior
Auditor in the company’s Management Audit department. Since that time he has held a series of domestic and international positions in Disney’s
television, filmed entertainment and corporate groups.
32
Corporate
governance
This is the first year in which the Company has been subject to • For best practice provisions I I.2.1 and I I.2.2 of principle I I.2
the Tabakslat Code relating to Dutch Corporate Governance (Remuneration – Management Board) the Company partly
(the “Code”). The Company agrees with the aims of the Code deviates from the Code, as the current option and restricted
and seeks to achieve general compliance with it. During the stock schemes for the members of the Management Board
course of the year a number of changes to the rules and (as for employees as a whole) do not include any formal
regulations of the Company were developed with, and approved conditional criteria following a grant of options or restricted
by the Supervisory Board and shareholders, and have been stock. Additionally, options can be vested and exercised over
implemented. These changes were made in order to comply a period of four years (while the restricted stock vests in two
more fully with the provisions of the Code. equal tranches, two and four years after grant). There is no
formal requirement to retain stock following vesting or
At the AGM, changes to the Articles of the Company were exercise. It is not proposed to amend this scheme, as it
approved by the shareholders. The shareholders also approved broadly reflects that of the majority shareholder, Disney, and
a Corporate Governance Compliance Policy and Remuneration it is considered desirable by the Supervisory Board to have
Policy. Subsequently, new rules for the Supervisory Board and generally consistent incentive arrangements for senior
Management Board were approved by the Supervisory Board, management throughout both companies. To this end, the
together with rules for Audit, Remuneration and Appointment Supervisory Board approved new Option and Restricted
Committees. A number of corporate policies relating to business, Stock Scheme rules and these were approved by shareholders
financial conduct and whistle-blowing have also been approved in an EGM on September 13, 2005.
by the Supervisory Board and implemented and can be found on
the Company’s corporate website. • Although the Company complies with principle I I I.2
(Independence – Supervisory Board) the Board notes that
For the avoidance of doubt this report relating to corporate at present three of the four members of the Supervisory
governance is supplied by way of information only and not Board are employees of Disney. It is intended that a further
in purported satisfaction of Dutch law or regulation. As is Supervisory Board director, not employed by Disney, will
appropriate, full reports and information required pursuant to be appointed as soon as possible.
Dutch law and regulation will be incorporated into the Company’s
Dutch report which will be published later in the Spring. • Although the principles of the Supervisory Board sub-
However, as the following issues have been the subject of recent committees and their rules have been approved, these
discussion with the shareholders and were issues highlighted in committees have not yet been implemented. This is primarily
the Company’s Remuneration and Compliance Policies, we due to recent changes in personnel on the Supervisory Board
specifically draw your attention to the following; and it is intended that once a fifth Board member is
appointed, these committees will be staffed and will begin
their work. In the meantime, the Supervisory Board as a
whole will continue to perform the broad function of these
separate committees.
33
Corporate
governance continued
34
accounts
Accounts contents
36 Report of Independent Auditors
37 Consolidated Balance Sheets
38 Consolidated Statements of Operations
39 Consolidated Statements of Cash Flows
40 Consolidated Statements of Shareholders’ Equity
41 Notes to Consolidated Financial Statements
35
Report of Independent Auditors
We conducted our audit in accordance with auditing standards generally accepted in the United States of America.
These standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Jetix Europe N.V. and its subsidiaries at September 30, 2005 and September 30, 2004 and the
results of their operations and their cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
This report, including the opinion, has been prepared for and only for the Company’s members as a body in order
to meet the provisions of the listing agreement with the Euronext Stock Exchange in Amsterdam and for no other
purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior
consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London, United Kingdom
January 16, 2006
36
Consolidated Balance Sheets
as of September 30, 2005 and September 30, 2004
ASSETS
2005 2004
Notes $’000 $’000
The accompanying notes are an integral part of these consolidated financial statements.
37
Consolidated Statements of Operations
Year ended September 30, 2005 and September 30, 2004
2005 2004
Notes $’000 $’000
Other income/(expense):
13 Interest income 4,501 2,814
14 Interest expense (2,064) (1,809)
Gain on foreign exchange 593 648
Equity in income of affiliates 787 810
The accompanying notes are an integral part of these consolidated financial statements.
38
Consolidated Statements of Cash Flows
Year ended September 30, 2005 and September 30, 2004
2005 2004
$’000 $’000
OPERATING ACTIVITIES
Net income 19,759 5,828
Adjustments to reconcile net income to net cash generated by operating activities:
Amortisation and impairment of programme rights 41,748 43,008
Depreciation of property and equipment 1,443 1,884
Impairment of property and equipment – 912
Provision for doubtful debts (341) (472)
Equity in income of affiliates (787) (810)
Dividends from equity affiliates 1,500 –
Minority interest expense/(income) 374 (190)
Deferred tax 3,009 (1,331)
Changes in operating assets and liabilities(1):
Accounts receivable (10,318) (5,474)
Amounts due from related parties 5,701 (4,082)
Programme rights (37,907) (33,990)
Prepaids and other assets (593) 865
Accounts payable 1,014 (2,445)
Accrued liabilities and deferred income (4,720) 12,291
Amounts due to related parties 13,956 (1,331)
Other liabilities (2,953) 16,200
INVESTING ACTIVITIES
Purchases of property and equipment (669) (1,169)
FINANCING ACTIVITIES
Exercise of Stock Options 7,666 4,295
(1)
Changes in operating assets and liabilities include the impact of foreign currency translation movements.
The accompanying notes are an integral part of these consolidated financial statements.
39
Consolidated Statements of
Shareholders’ Equity
Accumulated(2)
Ordinary other
and compre- Compre-
priority Additional hensive hensive
shares paid-in Other(1) Accumulated income income
(Note 18) capital reserves deficit (loss) (loss)
$’000 $’000 $’000 $’000 $’000 $’000
BALANCE AT
SEPTEMBER 30, 2003 21,426 445,659 (204,114) (57,956) (1,012)
Net income – – – 5,828 – 5,828
Foreign currency
translation adjustments – – – – 7,487 7,487
Share options exercised 203 4,092 – – – –
Comprehensive income – – – – – 13,315
BALANCE AT
SEPTEMBER 30, 2004 21,629 449,751 (204,114) (52,128) 6,475
BALANCE AT
SEPTEMBER 30, 2005 21,876 457,170 (204,114) (32,369) 6,752
The accompanying notes are an integral part of these consolidated financial statements.
(1)
Deemed distribution of cash and note payable at IPO to all shareholders.
(2)
This consists solely of cumulative translation adjustments.
40
Notes to Consolidated Financial Statements
Channel and online operations began in October 1996 with the launch of the first channel in the United
Kingdom. In the last 9 years, the Company has established operations in most European countries and
together with its affiliates is currently broadcasting 15 children’s television channel feeds in 18 different
languages in 58 countries via cable and direct to home (DTH) satellite transmission. Main channel markets
currently include France, Germany, Italy, the Netherlands, Poland, Scandinavia, Spain, the United Kingdom and
various countries in the Middle East and Central and Eastern Europe. The Company also operates 17 fully
localised websites.
The Company’s programme distribution business is based on rights to children’s programming from the Jetix
Library. The Jetix Library comprises the following rights;
• The rights contributed by, acquired from or co-produced with ABC Family Worldwide, Inc. (ABCW) or
its affiliates.
The Jetix Library is one of the largest and most recognised libraries of children’s programming in the world.
The Company’s consumer products business covers many European countries and includes operations in
France, Germany, Italy, Spain, the Netherlands, the United Kingdom and Israel.
Organisation
Jetix Europe N.V. (Jetix Europe) was incorporated in the Netherlands in November 1999. At the initial public
offering of the ordinary shares of Jetix Europe (IPO) in November 1999, in consideration for 62.5 million
shares in Jetix Europe, Fox Family Worldwide, Inc. (FFWW) contributed to Jetix Europe, at book value, its
interests in the subsidiaries and businesses specifically noted on page 42.
On October 24, 2001, The Walt Disney Company (Disney) concluded the acquisition of the Company’s
majority shareholder, FFWW, and thereby assumed 75.7% ownership of Jetix Europe. As of that date, FFWW
changed its name to ABCW. ABCW indirectly holds 74.4% of the shares in Jetix Europe at September 30, 2005
(75.1% at September 30, 2004).
41
Notes to Consolidated Financial Statements
The consolidated financial statements of Jetix Europe reflect the financial statements of:
Equity Interest
Country of (100% unless
Company Name Incorporation otherwise stated)
The Company also has the following affiliates accounted for under the equity method:
Country of
Company Name Incorporation Equity Interest
(1)
Jetix España SL (formerly Fox Kids España SL) Spain 50%
TV10 Holdings LLC(1) The United States
of America 50%
TV10 B.V.(1) The Netherlands 50%
(1)
These entities were contributed to Jetix Europe by ABCW (formerly FFWW) at the IPO.
(2)
The Company sold 50% of its shares in Fox Kids Play B.V. to Visiware S.A. in December 2002. Accordingly,
Fox Kids Play B.V. was equity accounted for in the year ended September 30, 2003. On October 1, 2003,
the Company reacquired 50% of the shares in Fox Kids Play B.V. and merged it into Jetix Europe
Channels B.V.
42
Notes to Consolidated Financial Statements
The Company uses the equity method of accounting for investments in affiliates where it does not have the
majority of equity, but where it does exercise significant influence.
General Presentation
In circumstances where the classification of certain balances has changed from the previous year, the prior
year comparatives have been reclassified accordingly.
43
Notes to Consolidated Financial Statements
Programme rights
The Company adopted SOP 00-2 “Accounting by Producers or Distributors of Films” and SFAS No. 139
“Rescission of FASB Statement No. 53 and amendments to SFAS Nos. 63, 89 and 121” as of July 1, 2001.
Programme rights that are produced or acquired are stated at the lower of cost less accumulated
amortisation or fair value. Amortisation charge is based on the ratio of the current period’s gross revenues
to estimated remaining total gross revenues from such programmes. Each year management revises
estimates, based on historical and anticipated trends, of future revenue for each programme property.
Where television programme rights are licensed from third parties for a defined period for broadcasting on
the Company’s channels, usually for periods of between 2 and 5 years, these are amortised in accordance
with their expected usage over that defined period. Acquired television programme rights and related
liabilities are recorded when the licence period begins and the programme is available for use.
Leasehold improvements are amortised over the shorter of the term of the lease or the estimated life of
the improvements. Repair and maintenance costs are expensed as incurred.
The Company periodically reviews the carrying amount of property and equipment to determine whether
current events or circumstances warrant impairment to the carrying value and/or the estimates of useful
lives. When these events or circumstances arise that indicate that assets may be impaired, the assets are
written down to their recoverable amount, in accordance with SFAS No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”.
Trade receivables
Accounts receivable are reported at their net realisable or expected cash value.
Goodwill
In accordance with SFAS No. 142 “Goodwill and Other Intangible Assets”, goodwill recognised on an
acquisition is calculated as the excess of the fair value of the consideration over the fair value of the assets
and liabilities acquired.
Goodwill is not amortised but tested for impairment on an annual basis and whenever indicators of impairment
arise. The Company has determined that each business segment comprises its own reporting unit. There was
no impairment charge for the year ended September 30, 2005 (year ended September 30, 2004 – $nil).
44
Notes to Consolidated Financial Statements
Accordingly, assets and liabilities recorded in foreign currencies in the balance sheets of Jetix Europe’s
subsidiaries are translated at the exchange rate between such functional currency and the US dollar at the
balance sheet date except for the share capital and reserves of those subsidiaries, which are translated at
historic rates. Revenues and expenses are translated at the average rate of exchange prevailing during the
period. Translation adjustments resulting from this process are charged or credited to accumulated other
comprehensive income.
Gains and losses arising from transactions denominated in currencies other than the functional currency are
included in determining net income for the period.
Income taxes
In accordance with SFAS 109, “Accounting for Income Taxes”, deferred income taxes are recognised using
the asset and liability method. Deferred tax balances are established for the difference between the financial
reporting and income tax bases of assets and liabilities as well as operating loss and tax credit carry-forwards.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realised. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
45
Notes to Consolidated Financial Statements
The Company has adopted the disclosure provision of SFAS No. 123 and pursuant to its provision elected
to continue using the intrinsic value method of accounting for stock-based awards granted to employees in
accordance with APB 25. Accordingly, the Company has not recognised compensation expense for its stock-
based awards to employees. The following table reflects pro forma net income and earnings per share had
the Company elected to adopt the fair value approach of SFAS No. 123:
2005 2004
$’000 $’000
These pro forma amounts may not be representative of future disclosures since the estimated fair value of
stock options is amortised to expense over the vesting period and additional options may be granted in
future years.
46
Notes to Consolidated Financial Statements
a) Notional expense under SFAS No. 123 increased from $1,853,000 to $3,548,000;
b) Proforma net income decreased from $3,975,000 to $2,280,000;
c) Pro forma basic earnings per share reduced from 4.8 cents to 2.8 cents; and
d) Pro forma diluted earnings per share reduced from 4.7 cents to 2.7 cents.
No options were granted during the current year or during the prior year.
The estimated fair value of each option granted is calculated using the Black-Scholes option pricing model.
The weighted average assumptions used in the model were as follows:
2005
3. REORGANISATION
Effective October 1, 2003, Fox Kids Play B.V. and Fox Kids Israel Enterprises B.V. were merged with Jetix
Europe Channels B.V. (formerly Fox Kids Europe Channels B.V.).
Effective October 1, 2003, Active Licensing GmbH was merged with Jetix Germany GmbH (formerly Fox Kids
Germany GmbH).
47
Notes to Consolidated Financial Statements
4. RELOCATION EXPENSES
The Company relocated its operations in the UK and France to Disney’s premises in these markets during
the prior year. The Company incurred a charge of $8.0 million resulting from this relocation, which is
included in costs and expenses in the year ended September 30, 2004. The charge recognised included
a provision in respect of the anticipated costs of fulfilling the Company’s existing lease commitments
of $4.4 million (comprised of $3.2 million of lease exit costs and $1.2 million of refitting costs), information
technology reconfiguration of $1.2 million, move costs of $0.6 million, impairment of certain fixed assets
of $0.9 million and redundancy costs resulting from the contracting out of certain functions (see note 15)
to Disney of $0.9 million.
In order to induce the Company to relocate its operations in the UK and France, Disney provided the
Company with a $3.1 million operating lease incentive as at the year ended September 30, 2004 which,
in accordance with US GAAP, is deferred and recognised through the income statement over the term of
the operating lease to which it relates. During the year ended September 30, 2005, the provision relating to
the lease exit and refit costs was revised, resulting in an additional expense of $1.4 million in the current
year. Correspondingly, an additional operating lease incentive of $0.7 million was provided by Disney. The
amount of operating lease incentive recognised in the income statement for the year ended September 30,
2005 was $1.5 million. The operating lease incentive outstanding as at the year ended September 30, 2005
was $2.3 million.
5. ACCOUNTS RECEIVABLE
Accounts receivable consists of the following:
2005 2004
$’000 $’000
59,816 49,051
14,460 13,682
Less accumulated depreciation and amortisation (12,286) (10,628)
2,174 3,054
48
Notes to Consolidated Financial Statements
7. GOODWILL
At September 30, 2005 goodwill which totals $28.0 million (September 30, 2004 – $28.0 million), was
comprised of the goodwill of $18.3 million arising from the acquisition of the minority interest in Fox Kids
Israel Enterprises B.V. on December 19, 2002 and the goodwill of $9.7 million arising from the acquisition of
the Fox Kids Netherlands Channel on December 1, 2000.
The Company purchased the 49.5% of shares in Fox Kids Israel Enterprises B.V. not owned by the Company
from the Middle East Communications Holdings BV as well as rights to the Israel Jetix library. Goodwill
arose from the difference between the purchase consideration and the fair value of the net assets acquired.
Goodwill has been fully allocated to the Channels & Online business segment (see note 17). The goodwill is
not tax deductible.
The Company adopted SFAS No. 142 as of July 1, 2001. Accordingly there has been no amortisation charge
since that date. As a result of the annual impairment review carried out on September 30, there was no
impairment charge for the year ended September 30, 2005 (September 30, 2004 – $nil).
8. PROGRAMME RIGHTS
Programme rights consist of the following:
2005 2004
$’000 $’000
112,366 116,207
In accordance with SOP 00-2, the Company periodically performs a review of the fair value of the Jetix
library to determine whether any of the titles are impaired. This review compares the estimated remaining
ultimate profits to be earned to the net book value by title for all properties in the Jetix library. Where the
estimated remaining ultimate profits were lower than the net book value of a title, an impairment was
identified and the title was written down to fair value. During the year ended September 30, 2005 the
Company recorded an impairment charge of $1.6 million (year ended September 30, 2004 – $5.0 million).
49
Notes to Consolidated Financial Statements
Of the net book value of programme rights at September 30, 2005, $83.5 million (year ended September 30,
2004 – $89.8 million) represents the rights of the Jetix library in the Company’s territories, with the
remainder being programming licensed from third parties for broadcasting by the channels operated by the
Company. At September 30, 2005 the net book value of programme rights included programmes in
production of $4.9 million (2004 – $2.2 million).
The Company expects to amortise the net book value of its programme rights on the following timescale:
9. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
2005 2004
$’000 $’000
49,645 49,035
13,247 16,200
The operating lease incentive and provision for lease exit costs are discussed in notes 4 and 15. The other
provision is discussed in note 16.
50
Notes to Consolidated Financial Statements
11. TAX
The (provision)/benefit for income tax consists of the following:
2005 2004
$’000 $’000
(5,960) (1,972)
(5,960) (1,972)
The components of the (provision)/benefit for income taxes for the year ended September 30, 2005 and
the year ended September 30, 2004 were based upon the following sources of pre-tax income.
2005 2004
$’000 $’000
26,093 7,610
51
Notes to Consolidated Financial Statements
Income before tax and minority interests multiplied by statutory rate of corporation tax 8,219 2,626
Effects of:
Permanent differences (4,757) (1,499)
Equity in income of affiliates (283) (279)
Timing differences subject to valuation allowance 2,382 3,321
Statutory income tax difference (720) (3,206)
Adjustments to tax charge in respect of previous periods (105) (245)
Other taxes 1,224 1,254
Where the Company has provided for income taxes, the provisions have been calculated at the statutory
rates in the relevant jurisdictions.
Deferred taxes
Principal components of the deferred tax assets and liabilities are as follows:
2005 2004
$’000 $’000
The estimated portion of the Deferred Income Tax Asset to be utilised during the year ended September 30,
2006 is $2.6 million.
Management has determined that as of September 30, 2005 approximately $61.9 million (year ended
September 30, 2004 – $65.1 million) of deferred income tax assets do not satisfy the recognition criteria
set forth in SFAS No 109 “Accounting for Income Taxes”. Accordingly a valuation allowance has been
recorded for that amount.
The above amount relating to net operating losses results from approximately $438.3 million of tax net
operating loss carryforwards as at September 30, 2005, of which approximately $118.9 million have no
expiry date and approximately $319.4 million expire between 2006 and 2012. Realisation of these net
operating losses is dependent on generating sufficient taxable income prior to the expiration of the loss
carryforwards, subject to any limitations on their use.
52
Notes to Consolidated Financial Statements
4,501 2,814
2,064 1,809
53
Notes to Consolidated Financial Statements
The Company leases rights to the Jetix Library to Jetix España SL. The lease fee for the year ended
September 30, 2005 was $5.0 million (September 30, 2004 – $4.1 million). The amount receivable at
September 30, 2005 was $2.2 million (September 30, 2004 – $nil).
Trademark arrangements
Disney has granted the Company a trademark licence without a fixed term to use the “Jetix” name and
related logos without material charge.
54
Notes to Consolidated Financial Statements
Super RTL
On September 30, 2003, the Company entered into a co-production agreement with Super RTL, a Disney
affiliate. Under the terms of the deal the Company will co-produce two series, namely W.I.T.C.H. and Oban Star
Racers, with Super RTL and a third party. W.I.T.C.H. was fully delivered in the year ended September 30, 2005
and earned revenues of $2.1 million (September 30, 2004 – $nil). The Company has also entered into a further
agreement to produce a second season of W.I.T.C.H.
55
Notes to Consolidated Financial Statements
The relocation costs incurred and the amount recharged to Disney are disclosed in note 4.
As part of these arrangements, the Company will also receive an incentive of $5.2 million from Disney over
the next three years (September 30, 2004 – $9.9 million over four years). This together with the amount
recharged to Disney of $2.3 million (September 30, 2004 – $3.1 million) as disclosed in note 4 has been
accounted for as an operating lease incentive, which, in accordance with US GAAP, is deferred and
recognised in the income statement over the period of the leases.
Of the total receivable of $7.5 million, $3.4 million will be received after one year.
Receivables
ABCW collects certain receivables on behalf of the Company. The amount owed to the Company at
September 30, 2005 was $1.2 million (September 30, 2004 – $2.0 million).
TV10 B.V.
Through a shareholder agreement with Fox TV10 Holdings, Inc. (Fox), up to December 1, 2000, the
revenues and direct costs of the daytime programming of TV10 B.V. were attributed to the Company, with
those of the evening programming being attributed to Fox. Subject to certain limits, indirect costs were
allocated between the Company and Fox in proportion to revenue. Since December 1, 2000 any material
costs as well as revenues of TV10 B.V. in which the Company has an interest, are recharged to the Company.
The revenues recharged from TV10 B.V. for the year to September 30, 2005 was $nil (September 30, 2004 –
$nil). The costs recharged from TV10 B.V. for the year to September 30, 2005 was $1.5 million (September
30, 2004 – $1.1 million). The amount payable to TV10 B.V. at September 30, 2005 was $1.1 million
(September 30, 2004 – $0.8 million).
Programme Rights
The Company acquires certain programme rights relating to its territories from ABCW. The amount payable
to ABCW at September 30, 2005 was $9.4 million (September 30, 2004 – $1.8 million). The current year has
seen the co-production with ABCW of Super Robot Monkey Hyper Force Go! and Get Ed.
56
Notes to Consolidated Financial Statements
The Company also has various contractual commitments for the purchase of programme rights.
Contractual commitments for programme rights and non-cancellable future minimum payments for the
remainder of the non-cancellable operating lease periods are as follows:
Operating Programming
leases rights Total
Year Ending September 30, $’000 $’000 $’000
The non-cancellable future minimum payments included in the numbers above relating to operating leases
from Disney and its subsidiaries was as follows: for the year ending September 30, 2006 – $10.5m, for the
year ending September 30, 2007 – $10.8m, for the year ending September 30, 2008 – $8.5m, for the year
ending September 30, 2009 – $8.6m, for the year ending September 30, 2010 – $nil, and thereafter – $nil.
Total operating lease expenses were approximately $14.7 million and $11.0 million for the years ended
September 30, 2005 and September 30, 2004, respectively.
Litigation
As at September 30, 2005, the Company and a subsidiary of its major shareholder are in settlement discussions
with a third party over claims relating to the exploitation of the third party’s programming. The Company
has estimated that a reserve of $2.4 million is necessary to cover the amounts of such settlement.
The accounting policies of the segments are the same as those described in Note 2. In addition, for
segment reporting, the Company measures profitability based on Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA). EBITDA is stated before interest, taxation, depreciation, programme amortisation
and impairment. EBITDA less depreciation, amortisation and impairment is equal to operating income.
57
Notes to Consolidated Financial Statements
(1)
Revenues exclude our share of non-consolidated joint ventures. In order to facilitate comparison with
our prior financial statements; revenues including our share of the revenues of the non-consolidated
joint ventures was $193.1 million, compared to $170.7 million in the year ending September 30, 2004.
Our share of non-consolidated joint ventures relates entirely to Channels & Online operations.
(2)
EBITDA excludes costs related to the Company’s non-consolidated joint ventures.
(43,191) (45,804)
Programming and impairment charges are as follows: the Channels & Online segment had impairment
charges of $1.6 million (year ended September 30, 2004 – $3.4 million). The distribution segment had
impairment charges of $nil (year ended September 30, 2004 – $1.6 million).
358,330 322,795
58
Notes to Consolidated Financial Statements
(1)
Excludes the Company’s share of revenues of non-consolidated joint ventures.
(2)
EBITDA excludes costs related to the Company’s non-consolidated joint ventures.
59
Notes to Consolidated Financial Statements
358,330 322,795
Revenues are attributed to geographic segments based on the destination of the sale. Assets are attributed
to geographic segments based on the location of individual assets. The programme rights and goodwill are
located in the Benelux segment.
The only customer which has had revenues greater than 10% of the revenues for at least one of the periods
presented is as follows:
Revenue % Revenue %
2005 2005 2004 2004
$’000 $’000
Priority(1) Ordinary(2)
shares shares Total
Priority Ordinary Nominal Nominal Nominal
shares shares Total value value value
Number Number number $’000 $’000 $’000
(1)
The nominal value of priority shares at September 30, 2005 is $26 (September 30, 2004 – $26).
(2)
The shares issued during the year are translated using the rate at the date of issuance.
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Notes to Consolidated Financial Statements
The members of the board of directors of BVEI are Griffith Foxley, Marsha Reed and Joseph Santaniello.
The members of the board of directors of ABCW are Marsha Reed and David Thompson. The directors of
BVEI and ABCW are responsible for the management of their respective companies. None of the priority
shares are held by a member of the Board of Management of Jetix Europe.
The following table sets forth the computation of basic and diluted earnings per share.
2005 2004
Numerator ($’000)
Net income 19,759 5,828
Denominator (’000)
Basic – weighted average ordinary shares outstanding 83,502 82,618
Dilutive effect of employee stock options 563 1,538
84,065 84,156
For the year ended September 30, 2005, options to acquire shares totalling 30,332 (September 30, 2004 –
739,236) were excluded from diluted earnings per share, as their impact was anti-dilutive.
61
Notes to Consolidated Financial Statements
The following table summarises information about stock options outstanding at September 30, 2005:
Outstanding Exercisable
weighted
average Weighted Weighted
remaining average average
years of exercise exercise
Exercise Number contractual price Number price
prices – Euro of options life (Euro) of options (Euro)
62
Jetix Europe N.V.
or contact:
Investor Relations
Jetix Europe Limited
3 Queen Caroline Street
Hammersmith
London W6 9PE
www.jetixeurope.com
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or contact:
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London W6 9PE
www.jetixeurope.com