www.bvb.de/aktie/eng/ ANNUAL REPORT 2012/2013 June 2013 – © BORUSSIA DORTMUND 2013 Real Love. Annual Report Borussia Dortmund July 2012 Real Love. BORUSSIA DORTMUND GmbH & Co. PUBLICATION DETAILS / FINANCIAL CALENDAR Kommanditgesellschaft auf Aktien, Dortmund PUBLICATION DETAILS PUBLISHED BY ART DIRECTION Borussia Dortmund GmbH & Co. KGaA Uwe Landskron, K-werk Rheinlanddamm 207-209 Agentur für Kommunikationsdesign 44137 Dortmund www.K-werk.de INTERNET PHOTOGRAPHY www.bvb.de/aktie/eng/ Firo Sportphoto, Uwe Landskron (P.24), BVB-Marketing (P.54/76) E-MAIL PRINTED BY [email protected] Hitzegrad Print | Medien & Service CONTACT Marcus Knipping KEY FIGURES AT A GLANCE FINANCIAL CALENDAR BORUSSIA DORTMUND Kommanditgesellschaft auf Aktien, Dortmund (HGB) EUR '000 2012/2013 2011/2012 14 NOVEMBER 2013 30/06/2013 30/06/2012 Publication of Q1 2013/2014 Financial Report Equity 182,406 132,827 Capital expenditure 26,668 27,343 25 NOVEMBER 2013 Gross revenue 274,738 198,865 Annual General Meeting Operating profit (EBIT) 58,708 37,299 Financial result (investment income and net interest expense) 2,756 1,988 For more information, go to: www.bvb.de/aktie/eng/ Net income for the year 53,258 34,284 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 73,225 48,237 Cash flows from operating activities 22,410 21,639 Number of shares (in thousands) 61,425 61,425 Earnings per share (in EUR) 0.87 0,56 BORUSSIA DORTMUND Group (IFRS) EUR '000 2012/2013 2011/2012 30/06/2013 30/06/2012 Equity 140,618 93,455 Capital expenditure 27,511 28,276 Gross revenue 307,817 222,869 Operating profit (EBIT) 65,117 41,392 Financial result (investment income and net interest expense) -5,081 -4,801 Consolidated net profit for the year 51,193 27,530 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 87,531 59,979 Cash flows from operating activities 28,595 28,037 Number of shares (in thousands) 61,425 61,425 Earnings per share (in EUR) 0.83 0.45 BORUSSIA DORTMUND 2 KEY FIGURES AT A GLANCE 6 LETTER TO SHAREHOLDERS 8 REPORT OF THE SUPERVISORY BOARD 11 GOVERNING BODIES AND CORPORATE STRUCTURE 12 BVB SHARES 12 SHARE PRICE PERFORMANCE 16 SHARE CAPITAL AND SHAREHOLDER STRUCTURE 16 SHAREHOLDINGS BY MEMBERS OF GOVERNING BODIES 16 INVESTOR RELATIONS 17 CORPORATE GOVERNANCE DECLARATION 18 CORPORATE GOVERNANCE REPORT 26 MANAGEMENT REPORT 26 BUSINESS TREND AND FRAMEWORK CONDITIONS 26 LOOKING BACK ON FINANCIAL YEAR 2012/2013 26 KEY FINANCIAL FIGURES 27 DEVELOPMENT OF THE MARKET AND COMPETITIVE ENVIRONMENT 30 GROUP STRUCTURE AND BUSINESS OPERATIONS 31 ORGANISATION OF MANAGEMENT AND CONTROL 34 INTERNAL MANAGEMENT SYSTEM 34 CORPORATE STRATEGY 36 POSITION OF BORUSSIA DORTMUND GMBH & CO. KOMMANDITGESELLSCHAFT AUF AKTIEN 36 RESULTS OF OPERATIONS 37 SALES TREND 40 DEVELOPMENT OF SIGNIFICANT OPERATING EXPENSES 40 FINANCIAL POSITION 41 NET ASSETS 41 OVERALL ASSESSMENT OF FINANCIAL POSITION AND PERFORMANCE 41 REMUNERATION REPORT 42 THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM AS IT RELATE TO THE ACCOUNTING PROCESS 43 OPPORTUNITY AND RISK REPORT 43 RISK MANAGEMENT 43 SPECIFIC RISKS 45 FINANCIAL RISKS 45 OVERALL ASSESSMENT OF RISK POSITION 46 REPORT ON EXPECTED DEVELOPMENTS 46 EXPECTED DEVELOPMENT OF THE COMPANY 46 EXPECTED GENERAL ECONOMIC ENVIRONMENT 47 EXPECTED RESULTS OF OPERATIONS 47 EXPECTED DIVIDENDS 48 EXPECTED FINANCIAL POSITION 48 OPPORTUNITIES 48 OVERALL ASSESSMENT OF ANTICIPATED PERFORMANCE 49 REPORT ON POST-BALANCE SHEET DATE EVENTS 50 OTHER DISCLOSURES 53 DISCLAIMER 56 ANNUAL FINANCIAL STATEMENTS 56 BALANCE SHEET 58 INCOME STATEMENT 59 NOTES 59 GENERAL DISCLOSURES TO THE ANNUAL FINANCIAL STATEMENTS 59 ACCOUNTING POLICIES 61 NOTES TO THE BALANCE SHEET 62 CHANGES IN FIXED ASSETS 69 NOTES TO THE INCOME STATEMENT 71 OTHER DISCLOSURES 71 EXECUTIVE BODIES 75 AUDITOR'S REPORT 4 CONTENT 78 GROUP MANAGEMENT REPORT 78 BUSINESS TREND AND FRAMEWORK CONDITIONS 78 LOOKING BACK ON FINANCIAL YEAR 2012/2013 79 KEY FINANCIAL INDICATORS 79 DEVELOPMENT OF THE MARKET AND COMPETITIVE ENVIRONMENT 83 GROUP STRUCTURE AND BUSINESS OPERATIONS 84 ORGANISATION OF MANAGEMENT AND CONTROL 87 INTERNAL MANAGEMENT SYSTEM 88 CORPORATE STRATEGY 90 POSITION OF THE GROUP 90 RESULTS OF OPERATIONS 91 REVENUE TREND 94 DEVELOPMENT OF SIGNIFICANT OPERATING EXPENSES 95 FINANCIAL POSITION 96 NET ASSETS 96 OVERALL ASSESSMENT OF FINANCIAL POSITION AND PERFORMANCE 97 REMUNERATION REPORT 98 THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM AS IT RELATE TO THE ACCOUNTING PROCESS 99 OPPORTUNITY AND RISK REPORT 99 RISK MANAGEMENT 99 SPECIFIC RISKS 101 FINANCIAL RISKS 102 OVERALL ASSESSMENT OF RISK POSITION 102 REPORT ON EXPECTED DEVELOPMENTS 102 EXPECTED PERFORMANCE OF THE GROUP 102 EXPECTED GENERAL ECONOMIC ENVIRONMENT 103 EXPECTED RESULTS OF OPERATIONS 104 EXPECTED DIVIDENDS 104 EXPECTED FINANCIAL POSITION 104 OPPORTUNITIES 104 OVERALL ASSESSMENT OF ANTICIPATED PERFORMANCE 105 EVENTS AFTER THE END OFOF THE REPORTING PERIOD 106 OTHER DISCLOSURES 109 DISCLAIMER 112 CONSOLIDATED FINANCIAL STATEMENTS 112 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 113 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 114 CONSOLIDATED STATEMENT OF CASH FLOWS 115 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 116 BASIC PRINCIPLES 134 NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 144 NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 148 OTHER DISCLOSURES 158 AUDITOR'S REPORT 159 PUBLICATION DETAILS / FINANCIAL CALENDAR 5 BORUSSIA DORTMUND Hans-Joachim Watzke Thomas Treß Managing Director (Chairman) Managing Director 6 LETTER TO SHAREHOLDERS Dear Shareholders, This 2012/2013 Annual Report again highlights mance and its direct qualification for this sea- the Company's major successes, both in terms of son's UEFA Champions League led to more in- athletic performance and business growth. vestments being made in the first and youth teams as well as the stadium and training ground In sport, Borussia Dortmund once again shone infrastructure. Furthermore, together with the brightly on both the German and international Supervisory Board, we will recommend to the football scene. Much has been said about Borussia Annual General Meeting that the Company dis- Dortmund over the past 12 months, and for good tribute a dividend of 10 cents per share. Long- reason. As runner-up in the Bundesliga and finalist term contracts were entered into with players in the UEFA Champions League, the team created and sponsors in order to maintain stability in a stir in the sports world at home, but it also con- budgeting. Merchandising and sponsoring alli- tinued to strengthen its foundation for a strong ances were chosen strategically to allow us to brand internationally. focus on our core business. Looking back on the past year, the team's suc- Dear shareholders, we look forward to continue cess on the pitch was only one factor which ge- working with you to build the foundation for long- nerated income. The team's excellent perfor- term success. Hans-Joachim Watzke Thomas Treß Managing Director (Chairman) Managing Director Real Love. 7 BORUSSIA DORTMUND REPORT OF THE SUPERVISORY BOARD Borussia Dortmund GmbH & Co. KGaA can look During the reporting period, the Supervisory Board back on a successful 2012/2013 financial year, received regular, timely and comprehensive oral both from an athletic and a financial perspective. and written reports from the management within By qualifying for the UEFA Champions League fi- the meaning of § 90 of the German Stock Corpora- nal at Wembley Stadium, Borussia Dortmund tion Act (Aktiengesetz, "AktG"). These reports focu- made a lasting mark on European club football sed on the development of the business, the Com- in the 2012/2013 season. Even though the team pany's and the Group's liquidity, earnings and lost the final by a razor-thin margin in the se- financial position, corporate planning (specifically, cond-to-last minute of regulation play, the match financial, investment and personnel planning), the permanently boosted the club's international re- risk position and risk management, as well as stra- putation. On the business side, the Company again tegic issues. Moreover, the Supervisory Board re- posted record sales for the full 2012/2013 finan- ceived written reports in the intervals between its cial year. The Supervisory Board is therefore ex- meetings. These reports and the subsequent dis- tremely pleased that the Company's earnings po- cussion and verification thereof also dealt with the sition once again provides justification for the interim financial reports (i.e., the half-yearly finan- Supervisory Board and the general partner to cial report and quarterly financial reports). Moreo- propose to the limited liability shareholders at ver, the Chairman of the Supervisory Board was in the Annual General Meeting in November 2013 regular contact with the management outside of the distribution of a dividend in the context of ap- meetings; he was kept regularly apprised of current propriating net profit. developments in the business and major business transactions and advised on strategic and budge- Supervisory Board activity, tary issues as well as the Company's business de- meetings velopment, risk position, risk management and In the 2012/2013 financial year, the Supervisory compliance issues. The management fulfilled its Board closely monitored the status and deve- duty to keep the Supervisory Board informed in a lopment of the Company and the Group. It exer- complete, continuous and timely manner. cised all of the rights