01_U1-U4_GB2015-TITEL_ENGLISH 01rz.qxp_K-werk 24.09.15 15:48 Seite 1 http://aktie.bvb.de ANNUAL REPORT 2014/2015 June 2015 – © BORUSSIA DORTMUND 2015 AnnualReport Borussia Dortmund July2014 BORUSSIA DORTMUND KEY FINANCIAL INDICATORS Borussia Dortmund KGaA (HGB) 2014/2015 2013/2014 EUR ´000 30/06/2015 30/06/2014 Equity 323,823 186,830 Capital expenditure 75,797 57,857 Gross revenue 249,496 228,820 Operating profit (EBIT) 2,787 11,062 Financial result (investment income and net interest expense) 504 1,364 Net profit/loss 2,426 10,558 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 43,501 40,845 Cash flows from operating activities 10,161 19,329 Number of shares (in thousands) 92,000 61,425 Earnings per share (in EUR) 0.03 0.17 Borussia Dortmund Group (IFRS) 2014/2015 2013/2014 EUR ´000 30/06/2015 30/06/2014 Equity 286,078 145,249 Capital expenditure 79,153 62,374 Gross revenue 293,029 265,962 Operating profit (EBIT) 13,160 18,453 Financial result (investment income and net interest expense) -7,159 -3,862 Consolidated net profit for the year 5,532 11,970 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 55,594 49,132 Cash flows from operating activities 16,947 26,426 Number of shares (in thousands) 92,000 61,425 Earnings per share (in EUR) 0.06 0.19 BORUSSIA DORTMUND 2 KEY FINANCIAL INDICATORS 6 LETTER TO SHAREHOLDERS 8 REPORT OF THE SUPERVISORY BOARD 12 EXECUTIVE BODIES AND CORPORATE STRUCTURE 14 THE SHARES 14 SHARE PRICE PERFORMANCE 18 SHARE CAPITAL AND SHAREHOLDER STRUCTURE 18 SHAREHOLDINGS BY MEMBERS OF GOVERNING BODIES 18 INVESTOR RELATIONS 19 CORPORATE GOVERNANCE DECLARATION 20 CORPORATE GOVERNANCE REPORT 26 MANAGEMENT REPORT 28 BUSINESS TREND 28 LOOKING BACK ON FINANCIAL YEAR 2014/2014 28 FINANCIAL PERFORMANCE 28 FINANCIAL INDICATORS 29 PERFORMANCE INDICATORS 31 DEVELOPMENT OF THE MARKET AND COMPETITIVE ENVIRONMENT 33 GENERAL INFORMATION ABOUT THE COMPANY 33 GROUP STRUCTURE AND BUSINESS OPERATIONS 34 ORGANISATION OF MANAGEMENT AND CONTROL 37 INTERNAL MANAGEMENT/CONTROL SYSTEM 38 CORPORATE STRATEGY 40 POSITION OF THE COMPANY 40 DEVELOPMENT OF PERFORMANCE INDICATORS 42 RESULTS OF OPERATIONS 44 SALES TREND 47 DEVELOPMENT OF SIGNIFICANT OPERATING EXPENSES 48 FINANCIAL POSITION 49 NET ASSETS 49 OVERALL ASSESSMENT OF FINANCIAL POSITION AND PERFORMANCE AND BUSINESS DEVELOPMENT 50 REMUNERATION REPORT 51 THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM AS IT RELATES TO THE ACCOUNTING PROCESS 52 OPPORTUNITY AND RISK REPORT 52 RISK MANAGEMENT 56 OPPORTUNITIES 56 OVERALL ASSESSMENT OF THE RISKS AND OPPORTUNITIES 57 REPORT ON EXPECTED DEVELOPMENTS 57 EXPECTED DEVELOPMENT OF THE COMPANY 57 EXPECTED GENERAL ECONOMIC ENVIRONMENT 58 EXPECTED RESULTS OF OPERATIONS 59 EXPECTED DIVIDENDS 59 EXPECTED FINANCIAL POSITION 59 OVERALL ASSESSMENT OF EXPECTED PERFORMANCE 60 REPORT ON POST-BALANCE SHEET DATE EVENTS 61 OTHER DISCLOSURES 65 DISCLAIMER 66 ANNUAL FINANCIAL STATEMENTS 68 BALANCE SHEET 70 INCOME STATEMENT 71 NOTES 71 GENERAL DISCLOSURES TO THE ANNUAL FINANCIAL STATEMENTS 71 ACCOUNTING POLICIES 73 NOTES TO THE BALANCE SHEET 74 FIXED ASSETS 82 NOTES TO THE INCOME STATEMENT 84 OTHER DISCLOSURES 84 EXECUTIVE BODIES 89 AUDITOR'S REPORT 4 CONTENT 90 GROUP MANAGEMENT REPORT 92 BUSINESS TREND AND FRAMEWORK CONDITIONS 92 LOOKING BACK ON FINANCIAL YEAR 2014/2015 93 FINANCIAL INDICATORS 93 OVERVIEW OF THE KEY FINANCIAL FIGURES 94 PERFORMANCE INDICATORS 96 DEVELOPMENT OF THE MARKET AND COMPETITIVE ENVIRONMENT 98 GENERAL INFORMATION ABOUT THE COMPANY 98 GROUP STRUCTURE AND BUSINESS OPERATIONS 99 ORGANISATION OF MANAGEMENT AND CONTROL 102 INTERNAL MANAGEMENT/CONTROL SYSTEM 102 CORPORATE STRATEGY 104 POSITION OF THE COMPANY 104 DEVELOPMENT OF PERFORMANCE INDICATORS 106 RESULTS OF OPERATIONS 108 REVENUE TREND 112 DEVELOPMENT OF SIGNIFICANT OPERATING EXPENSES 113 FINANCIAL POSITION 114 NET ASSETS 114 OVERALL ASSESSMENT OF FINANCIAL POSITION AND PERFORMANCE AND BUSINESS DEVELOPMENT 115 REMUNERATION REPORT 116 THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM AS IT RELATES TO THE GROUP ACCOUNTING PROCESS 117 OPPORTUNITY AND RISK REPORT 117 RISK MANAGEMENT 121 OVERALL ASSESSMENT OF THE RISKS AND OPPORTUNITIES 122 REPORT ON EXPECTED DEVELOPMENTS 122 EXPECTED DEVELOPMENT OF THE COMPANY 122 EXPECTED GENERAL ECONOMIC ENVIRONMENT 123 EXPECTED RESULTS OF OPERATIONS 124 EXPECTED DIVIDENDS 124 EXPECTED FINANCIAL POSITION 124 OVERALL ASSESSMENT OF EXPECTED PERFORMANCE 125 EVENTS AFTER THE END OF THE REPORTING PERIOD 126 OTHER DISCLOSURES 129 DISCLAIMER 130 CONSOLIDATED FINANCIAL STATEMENTS 132 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 133 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 134 CONSOLIDATED STATEMENT OF CASH FLOWS 135 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 136 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 136 BASIC PRINCIPLES 151 NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 160 NOTES TO THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 164 OTHER DISCLOSURES 175 AUDITORS’ REPORT 176 PUBLICATION DETAILS / FINANCIAL CALENDAR 5 BORUSSIA DORTMUND Hans-Joachim Watzke Thomas Treß Managing Director (Chairman) Managing Director 6 LETTER TO THE SHAREHOLDERS – 2014/2015 SEASON Dear Shareholders, The 2014/2015 financial year had much to offer in All of this helps us pursue our long-term foot- the way of excitement and ultimately set the course balling, financial and brand objectives. for a promising 2015/2016 season. These positive developments were not lost on In the past twelve months, Borussia Dortmund tur- our partners either and we are proud to say that ned in a repeat performance of the previous year we gained new partners while also strengthening to win the DFL Super Cup. The squad competed in existing partnerships for the long term. the UEFA Champions League and showed real cha- As this positive financial year draws to a close, racter in the Bundesliga to once again clinch a we, together with the Supervisory Board, will qualifying berth for an international competition. propose to the Annual General Meeting that it Not only did the squad display character, but the again resolve to distribute a dividend of 5 cents. support staff behind the team did as well. Despite In light of the club's success on the pitch, its a bumpy first half of the season, nobody lost sight successful efforts to clear itself of debt and the of the task at hand. Instead, a well-planned and broad support it enjoys among its fan base and precisely executed capital increase cleared the its partners, we are eagerly awaiting the new club of its debt. season. Hans-Joachim Watzke Thomas Treß Managing Director (Chairman) Managing Director BORUSSIA DORTMUND GmbH & Co. Kommanditgesellschaft auf Aktien, Dortmund REPORT OF THE SUPERVISORY BOARD Borussia Dortmund GmbH & Co. KGaA looks back The Supervisory Board met four times during the on a chequered 2014/2015 financial year, both 2014/2015 financial year (on 9 September 2014, from an athletic and a financial perspective. One 24 November 2014, 26 March 2015 and 26 May of the most impressive comebacks in recent Bun- 2015). Furthermore, two resolutions were also desliga history culminated in Borussia Dortmund circulated and adopted in writing. The resolution again advancing to the DFB Cup final – which the on 21 August 2014 concerned the implementation team unfortunately lost to VfL Wolfsburg – and of the second capital increase in 2014, while the the qualifying round of the 2015/2016 season of resolution on 7 October 2014 related to the nomi- the UEFA Europa League, while rounding out the nations for the Supervisory Board by-elections at season with a seventh place finish. And all of this the 2014 Annual General Meeting. All resolutions despite the fact that Borussia Dortmund was stuck were adopted in accordance with the provisions in the relegation zone during the winter break of of the Articles of Association and the relevant law. the 2014/2015 season. Nevertheless, given our All issues are deliberated and all resolutions are expectations at the beginning of the season, it has passed by the full Supervisory Board; the Super- to be said that we failed to meet our goal of again visory Board has not formed any committees. qualifying for the UEFA Champions League. From a financial perspective, the club's inconsistent During the reporting period, the Supervisory Board Bundesliga season also had some impact on the received regular, timely and comprehensive oral 2014/2015 financial year. While the Company an- and written reports from the management within nounced the implementation of a capital increase, the meaning of § 90 of the German Stock Corpo- bringing its share capital to EUR 92,000,000, as ration Act (Aktiengesetz, "AktG"). These reports well as the repayment of all financial liabilities to focused on the development of the business, the banks in addition to revenue increases in certain Company's and the Group's liquidity, earnings and areas during the first half of the year, a full-year financial position, corporate planning (specifically, comparison revealed that the Company was ulti- financial, investment and personnel planning), the mately unable to match its earnings figures from risk position and risk management within the previous years. Nonetheless, the Supervisory Bo- Company and the Group, the implementation of ard is extremely pleased that, despite an at times the second capital increase in 2014, this time disappointing football season, the management granting existing shareholders pre-emptive sub- succeeded in generating positive net income for scription rights by