ProSiebenSat.1 Media SE (ETR:PSM)
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Apr 27, 2026, 5:35 PM CET
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Earnings Call: Q4 2022

Apr 28, 2023

Operator

Good day, ladies and gentlemen. Welcome to the Full-year 2022 Result Call of ProSiebenSat.1 Media SE. This conference is being recorded. Today's call is hosted by Mr. Dirk Voigtländer. Please go ahead, sir.

Dirk Voigtländer
SVP and Head of Investor Relations, ProSiebenSat.1 Media SE

Good morning, ladies and gentlemen, welcome to ProSiebenSat.1's analyst and Investor Conference Call on the occasion of the full-year 2022 results published yesterday evening. Today's call will be hosted by Bert Habets, Group CEO, of ProSiebenSat.1. Bert will first comment on the situation at our subsidiary, Jochen Schweizer mydays, and the financial results for 2022. He will present our dividend proposal for the financial year 2022, our future general dividend policy, as well as the new outlook for 2023. As always, the presentation will be followed by a Q&A session. With this, I would now like to hand over to Bert.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Thank you, Dirk, and good morning also from my side, and thank you for joining our call on the full-year's results 2022. As you might have read in the press release yesterday, the supervisory board of ProSiebenSat.1 Media SE has decided on a change in the position of the Chief Financial Officer. Our former Group CFO, Ralf Peter Gierig, resigned from his position yesterday by mutual consent with the supervisory board. During my time at ProSiebenSat.1, I got to know him as a real capital market expert. Thanks to his profound corporate finance knowledge, the group is financially set in a stable and long-term manner. I would like to thank Ralf for the very good cooperation over the last six months and wish him all the best. At the same time, we welcome Martin Mildner to ProSiebenSat.1.

Due to his extensive experience in the areas of e-commerce and digitization, he will be able to provide valuable impetus in the transformation journey of our group. I will now start the presentation. As you all know, we had to postpone the publication of our results due to open regulatory questions related to the business of our portfolio company, Jochen Schweizer mydays. I will give you more details on where we stand on this matter in a minute. Let me first start with a quick summary of our development in the financial year 2022. We closed 2022 in line with the expectations published in our updated outlook last October. Without a doubt, last year was marked by macroeconomic challenges, largely due to the war in Ukraine. The related economic knock-off effects influenced the development of our business significantly.

Especially towards the end of the year, this environment impacted both our advertising business and commerce business and led to a decline in revenues and earnings in the full-year 2022. Our group revenues were at EUR 4.0 billion, EUR 4.1 billion, while our adjusted EBITDA decreased to EUR 678 million. Despite this challenging macro market development, we continued our digital push. We acquired the full stake in Joyn, which underlines the direction in which we drive our group. Our streaming platform becomes the center of the digital entertainment presence and the entertainment and lifestyle brand for the whole family in the German-speaking region. This way, we will intensify the transformation of our entertainment business going forward and further improve our growth profile. At the same time, we will maintain strict financial discipline and cost efficiency.

At the end of the presentation, I will present our outlook for the financial year 2023. We expect our revenues to grow slightly organically while taking into account the demanding economic environment in the first half of the year. For the second half of the year, we expect the macroeconomic environment to lighten up and recover in line with the current macroeconomic forecasts. Before going into details on our financials, I want to give you an overview on the regulatory matters regarding Jochen Schweizer mydays. As you may recall, ProSiebenSat.1 had to postpone the presentation of the financial results 2022 due to an information received at the end of February based on the results of an external assessment.

We had to assume that the business activities of our two subsidiaries, Jochen Schweizer GmbH and mydays GmbH, which mainly consist in the sale of vouchers, fall in part under the Payment Services Supervision Act, in German called ZAG. A task force comprising representatives from various internal departments and external experts dealt with the matter promptly, but above all, with due care. As a result, Jochen Schweizer and mydays adjusted their product portfolio on March 13 and March 14 by not offering certain voucher products anymore. For example, the vouchers above EUR 250. With this, we addressed the regulatory concerns which were mentioned in the ad hoc announcement by the end of February. We managed to adjust the product portfolio without causing any meaningful implications for our customers and our partners.

In April, the German Federal Financial Supervisory Authority, BaFin, informed Jochen Schweizer mydays that they do not require authorization from BaFin to continue operating their now adjusted product portfolio. At the same time, Jochen Schweizer mydays are currently coordinating the modalities with BaFin concerning the voucher products that were issued before March 13, 14. While adapting Jochen Schweizer mydays product portfolio and clarifying the regulatory issues, we agreed with our NuCom and co-shareholder General Atlantic to take over Jochen Schweizer mydays stake held by them. ProSiebenSat.1 now directly holds 89.9% of Jochen Schweizer mydays. Jochen Schweizer himself continues to have a 10.1% stake. As of March 31, 2025, we have the possibility to acquire his stake on the basis of an existing put call option agreement.

In all transparency, I would also like to let you know that we are currently having an independent internal investigation conducted by an external law firm within ProSiebenSat.1 regarding ZAG . It is still ongoing as we speak. The Munich Public Prosecutor, the Staatsanwalt in Munich, has initiated a monitoring process. In German, eine Beobachtungsvorgang, for which we are, of course, fully cooperating with the relevant authorities. The possible financial charges for our group in connection with the official investigations cannot be estimated at present, but might be significant. ProSiebenSat.1 has adjusted the accounting methods previously applied at Jochen Schweizer mydays. It does change from applying IFRS 15 to IFRS 9. What does this mean? Previously, all revenues, including the expected non-redemptions, were recognized at the time of the sale of the voucher.

Now, revenues from redeemed vouchers are recognized upon redemption, and revenues from non-redeemed vouchers, the so-called no-shows, are recognized as the expiry of their statute of limitations, which is normally 3 years. The adjusted accounting method does leads to a later revenue recognition. As a consequence, we expect a revenue decline in the low double-digit % range in the current financial year. In addition, the described adaption of the product portfolio could also have a slight negative impact on the revenue development. These effects, however, have already been reflected in our 2023 outlook, which I will present at the end of the presentation. The change in the accounting method also leads in a retrospective adjustment in the 2021 group P&L, which we have included in the appendix of this presentation.

On that slide, you can also see to what extent the P&L has been affected by the changed accounting method at Jochen Schweizer mydays. In both cases, there were only minor adjustments with regard to revenues and adjusted EBITDA. In addition, the changes in the accounting method led to an increase in liabilities on the balance sheet by applying IFRS 9. This results in a lower carrying amount of NuCom Group, and hence, in a reduced goodwill impairment loss compared to the one reported in the third quarter. Now, the goodwill impairment loss of NuCom Group for the financial year amounts to EUR 122 million. In Q3 2022, we had reported a goodwill impairment loss of EUR 266 million. The difference of EUR 144 million resulting from retroactive adjustments can also be looked up on the aforementioned group P&L page in the appendix.

On 2022 results, which I comment on in a second, we'll also take the aforementioned effects into account. Please note that we are reporting full-year results only. Due to the retrospective accounting adjustments, we do not yet have the individual results for the 4th quarter available. All teams were fully concentrating on closing the annual and consolidated financial statements as the highest priority. We will provide the prior year quarterly figures on our corporate website as soon as possible. With regard to the later publication of the annual and consolidated financial statements 2022, we'll report the figures for our 1st quarter of 2023 by the end of May, so not on May 11th, as originally planned. I will now continue with a review of the group's financial key performance indicators for the year 2022.

Group revenues declined by 7% to EUR 4,163 million in the fiscal year 2022. Adjusted for portfolio and currency effects, revenues declined by 5% or EUR 210 million. After a good start to 2022, partially due to COVID-19 catch-up effects, the outbreak of the war in February 2022 has triggered a lot of uncertainty in the German economy and a major energy crisis. This also led to high inflation, weakened household purchasing power, and a lower propensity to spend by consumers. Over the year, this affected our advertising customers' willingness to invest in the DACH region, especially in the seasonally important fourth quarter, where we usually generate a substantial share of our full-year advertising revenues. The deterioration of the economic environment also had a negative impact on our commerce business and affected the new group companies.

In particular, our consumer advice business, Verivox, was negatively impacted by the energy crisis throughout the year. The group's portfolio optimization, especially through the previous disposals of U.S. production business, Red Arrow Studios, Gravitas, Amorelie, and moebel.de, further contributed to the revenue decline with a net consolidation effect of EUR 280 million in total. With respect to earnings, group adjusted EBITDA declined by 19% in the full-year 2022. This can largely be attributed to lower revenues of our high-margin advertising business in the German-speaking region. Adjusted net income and adjusted operating free cash flow mainly reflect the negative development of adjusted EBITDA with percentage-wise similar declines. The group achieved a substantial adjusted operating free cash flow of EUR 492 million and an adjusted net income of EUR 301 million in a difficult overall environment.

All this in line with our October 2022 forecast update. Let's now have a closer look at entertainment. As already mentioned, we had a strong start into the year in Q1 with the gradual end of COVID-19 restrictions and the resulting substantial 9% increase in DACH advertising revenues in the entertainment segment. The macroeconomic environment became increasingly gloomy over the year due to the war and due to inflation and energy crisis. This translated into a portfolio currency adjusted revenue decline of 4% in the entertainment segment in the full-year 2022, after a flat revenue in the first 9 months. Entertainment advertising DACH revenues decreased by 6% or EUR 119 million to EUR 1,964 million in 2022. Revenues of the content business decreased by 28% due to deconsolidation effects.

In July 2022, ProSiebenSat.1 deconsolidated the U.S. part of the production business of Red Arrow Studios, which generated revenues of EUR 113 million in the second half of 2021. Already in November 2021, we sold the film distributor Gravitas Ventures, still having contributed revenues of EUR 37 million in the previous year. The distribution business developed well with growth of 3%. Higher reach and increased HD penetration were the main drivers for continued promising development. The entertainment segment adjusted EBITDA dropped by 19% to EUR 563 million, mainly due to the decline of the high margin DACH advertising business, which could only partly be compensated by program and other cost adjustments. In addition to the decline in revenues, the deconsolidation of the U.S. production business and Gravitas had also an impact.

Revenues in the dating and video segment amounted to EUR 580 million in 2022, representing a decrease of 4%. Revenue performance was impacted by high prior year comparable numbers. Adjusted for currency effects, the revenue decline was 12%. The dating business contributed a total of EUR 274 million to the segment in 2022. The 2% revenue decline is attributable to the general consumer restraint in Europe, which was almost entirely compensated by the strong development in the U.S. The U.S. dating brand eharmony ranks now as the top selling brand in our dating portfolio. Video revenues decreased by 7% in 2022. This development was influenced by strong comparable figures in the previous year. In 2021, the U.S. stimulus program and the restrictions imposed by COVID-19 stimulated the dating industry, and especially the use of live video services.

This positively impacted the usage and monetization of our video offerings in the U.S. market at that time. Compared to the reporting period before the pandemic outbreak, the segment was growing nicely. The CAGR on a pro forma basis has been 8% per year over the period 2019 to 2022. Revenues of The Meet Group consolidated since September 2020, are included here in the multi-year comparison on a pro forma basis. Adjusted EBITDA in the dating and video segment totaled EUR 99 million in the full-year of 2022, a decrease of EUR 19 million year-on-year, mainly due to lower revenues and operational leverage. By contrast, currency effects had an offsetting impact. Now let's go to Commerce & Ventures. In the Commerce & Ventures segment, revenues were down by 4% to EUR 757 million on an organic growth basis.

The sale of Amorelie and moebel.de in 2021 had an impact on the reported revenue performance. These two assets still contributed EUR 64 million to the segment revenues in the previous year. On a reported basis, revenues declined by 12%. Due to its consumer focus, a large part of the Commerce & Ventures business depends on the overall economic development and consumer spending trends. The inflationary environment impacted, later by the war, caused the business to be under pressure. The high inflation rate impacted the energy market, on which we depend meaningfully with our Verivox online price comparison business, Verivox. Secondly, the Media for Equity and the Media for Revenue business of SevenVentures was down versus the previous year, also reflecting the weakening of the advertising market over the course of the year.

Both rental car comparison provider billiger-mietwagen.de and the experience voucher business, Jochen Schweizer mydays, showed a positive development. Due to lifting restrictions in the context of COVID-19, these businesses benefit from catch-up effects. Against the backdrop of the deterioration of the macroeconomic environment, adjusted EBITDA in the Commerce & Ventures segment decreased to EUR 41 million in the fiscal year, a decline of EUR 9 million compared to the previous year. Let me continue with comments on the financial leverage. As you can see on this slide, the group's net financial debt decreased to EUR 1,613 million compared to the end of the previous years, despite the dividend payment in May in the amount of EUR 181 million.

Compared to December 31, 2019, the level before the start of the pandemic, ProSiebenSat.1 was even able to reduce net financial debt by EUR 633 million. Against this backdrop, the financial leverage of 2.5x also remained within the target range of 1.5x-2.5x, despite the aforementioned increased dividend payment and decline in adjusted EBITDA. Also going forward, we will remain focused on solid financial position. ProSiebenSat.1 uses various debt instruments. In Q2 2022, the group took advantage of the, at that time, favorable conditions in the debt market and extended its debt maturities. In December 2022, ProSiebenSat.1 prepaid EUR 275 million of its promissory notes issued in 2016 ahead of the stated maturity. These notes were originally due in December 2023.

The prepayment was made available from cash. Following this, the group has no repayment obligation or need to refinance financial liabilities before 2025. ProSiebenSat.1 is currently financed with two term loans and a revolving credit facility as part of a syndicated facilities agreement provided by banks and various promissory loans. Before turning into the outlook, let me first remind you how we want to drive our monetization in the upcoming years. As discussed in our strategy update some weeks ago, we are focusing on digital monetization opportunities in our entertainment segment in order to optimize and diversify our revenue streams. We optimize our classic TV advertising based on linear TV advertising, distribution, and Media for Revenue and Media for Equity deals. This remains a strong revenue basis as we can leverage the high pricing power of TV mass reach and our idle inventory.

At the same time, we scale our advanced TV advertising products such as addressable TV, programmatic TV, or advanced targeting. By digitizing our TV inventory, we achieve higher reach and higher CPMs and thus a better monetization of our ad inventory. On top, we want to build and expand on new direct-to-consumer initiatives such as shoppable ads and live interaction. With this in focus, we will be able to monetize our growing digital reach and thus increase the digital share of our advertising revenues. The next slide shows where we stand in this journey. Since 2019, our TV core advertising revenues have been decreasing slightly while our digital and smart advertising revenues are growing double-digit despite economically challenging times. With our focus on digital entertainment and our streaming platform Joyn in the center, we will drive this digital growth even further.

To put it in a nutshell, while we are facing structural challenges in the TV business, the digitization of our business is opening up new revenue streams that will allow us to grow in the entertainment business segment for the long run. Let's have a closer look at the financial year and our expectations. The macroeconomic development within our core markets, Germany, Austria, and Switzerland, are crucial. At the moment, we continue to see uncertainties here, all tied back to the war in the Ukraine and its consequences. According to the Ifo economic forecast of spring 2023 survey, we see GDP and private consumption to increase substantially as of the second half of this year. The first half of the year continues to be shaped by high inflation and associated consumer restraint.

On this basis, we thus expect the economic environment in the region, Germany, Austria, and Switzerland, to remain challenging for us, in particular in the first half of 2023. For the second half of the year, we anticipate an economic recovery based on the current data from the economic institutes. This slide shows how we reconcile our reported revenue and adjusted EBITDA figures for 2022 to reflect portfolio and currency effects. The portfolio and currency adjusted group revenues for the year amount to EUR 4.023 billion, mainly reflecting the disposal of the U.S. production business, Red Arrow, in mid-2022. The deviation of the adjusted EBITDA of EUR 778 million and the portfolio and currency adjusted figure of EUR 623 million is mainly attributable to the full consolidation of Joyn.

These adjusted figures form the basis for our new financial targets for the year 2023. Let's turn the page and discuss. As just explained, our 2023 forecast is based on the assumption that our business, and in particular, our high margin advertising business, will be strongly impacted by the weaker macroeconomic environment in the first half of the year. However, as an early cyclical company, we are also likely to benefit from the expected recovery in the second half of 2023 as our advertising markets, in particular, closely correlate with the macroeconomic development. Adverse effects on the business that could arise from a further escalation of geopolitical tensions, for example, are not reflected in the outlook. On this basis, we forecast the following results, excluding further portfolio effects.

We are aiming for a stable revenue development and anticipate group revenues of around EUR 4.1 billion with a variance of ± EUR 150 million. Adjusted for currency effects and for portfolio changes in 2022, we are aiming for revenue growth in the low single-digit % range. The revenue target is particularly influenced by the development of the entertainment advertisings revenues in the German-speaking Region. Reaching the midpoint of the target range, we expect total advertising market in the German-speaking Region to decrease by around 2% for the full-year. For the TV advertising market, including here, we anticipate a decline in the mid-single digit % for the full-year. This is expected to be partially compensated by the strong growth of the digital portfolio.

We expect the development of advertising markets during the year to be divided into two parts. In the first half of 2023, we anticipate a low double-digit % decrease in TV advertising revenues compared to the previous years. In the second half of the year, by contrast, we anticipate a significant recovery in our important revenue business parallel to the forecasted economic development. Against the background of the portfolio changes in 2022 and the anticipated decline in high-margin TV advertising market, we expect an adjusted EBITDA of around EUR 600 million, with a variance ± EUR 50 million for the full-year 2023. These expectations include negative consolidation effects in the mid two-digit million EUR amount from the full acquisition of Joyn.

First positive effects from a cost reduction program initiated at the beginning of this year are also reflected in the outlook. Since the beginning of the year, we have already been targeting material costs. Now we also start looking at personnel costs. All these effects are included in the fourth quarter of this year and are expected to be in low double-digit EUR million amount, with the full run rate being achieved in 2024. As such, we assume the development of adjusted EBITDA during the year in line with revenues to be divided in 2 parts. Considerable negative impacts on adjusted EBITDA in the first half of 2023, contrasting with significant catch-up effects in the second half. In the first quarter, our adjusted EBITDA will be in the mid double-digit EUR million amount due to difficult market environment.

This is, of course, reflected in our full-year outlook. The group total programming costs will amount to EUR 1 billion in 2023. This also includes programming costs for the full consolidation of Joyn. A significant part of the total programming costs will continue to relate to local program, which will also benefit the streaming platform Joyn. Our adjusted net income is mainly determined by the development of the adjusted EBITDA. This key figure is influenced by the financial result and by income taxes. On this basis, we expect adjusted net income for the full-year to be in the mid two-digit million range , well below the previous year of EUR 301 million. The adjusted operating free cash flow is our relevant cash flow management indicator and is on the basis on the development of adjusted EBITDA.

Accordingly, we assume that the adjusted operating free cash flow for the full-year will be in low three-digit million range below the previous year of EUR 492 million. We measure the mid-term financial success of the company on the basis of ROCE, return on capital employed. Due to the expected decline in adjusted EBITDA, we expect the ROCE in this year to be slightly below the previous year level of 12.4%. In general, we aim for a financial leverage ratio in the range of 1.5x- 2.5x at the end of the respective years. As a result of the expected adjusted EBITDA phasing for 2023, the leverage factor in the first half of the year is expected to be considerably lower than the level anticipated for the year- end of 2023.

As such, when reaching the midpoint of the adjusted EBITDA target for the year, we expect the leverage ratio to be between 2.5x and 3.0x at year-end. Irrespective of this expected outcome, maintaining a solid financial profile will remain one of the key objectives in financially managing the company going forward. We also already talked about this in our strategic update, and we would like to highlight the importance of this framework regarding our digital transformation journey again. We remain committed to a medium- to long-term revenue target growth with 4%- 5% growth. This growth will be driven by our digital initiatives in the entertainment segment, especially Joyn, that will increase the digital share of our entertainment revenues.

At the same time, we expect our commerce and dating businesses to return to their past growth trajectory as a result of the operational improvements that we are currently working on. We continue to achieve this growth with sustained high capital efficiency, thus further targeting our ProSiebenSat.1's return on capital employed to be above 50% in the medium term. This shows that we will always be making planned investments against the backdrop of the achievable value contribution, and will specifically support those businesses that promise high earnings potential with moderate capital requirements. We also continue to aim for a financial leverage in the range of 1.5 to 2.5 adjusted EBITDA to net financial debt at the end of the respective year. This range enables us to maintain a balanced relationship between attractive returns on the equity and balance sheet strength.

The fourth key parameter is our dividend policy, which we decided to adjust. In the future, we will generally aim to pay out 25%-50% of adjusted net income. Besides the general economic environment, we will, from now on, take into particular focus an appropriate level of financial leverage when determining distributions to our shareholders. We will also take into account requirements for investments into the business, including the realization of strategic growth opportunities, particularly in the entertainment core business. Turning now to our dividend payment for the financial year 2022, we had to consider the adjusted criteria for distributions to shareholders as well as the expected burden on business development.

Against this backdrop, we, as the Executive Board, together with the Supervisory Board, will propose to the annual general meeting to pay out a significantly reduced dividend of EUR 0.05 per share. This reduced proposal takes into account that our financial ratio is expected above the upper level of the target corridor at the end of 2023. In this context, I can also inform you that we will hold our annual general meeting on June 30th. This reduced dividend proposal is by no means connected to Jochen Schweizer mydays. I want to highlight this explicitly. This year, the macroeconomic circumstances as well as the necessary transformation of ProSiebenSat.1 make it rather necessary that decisions follow, sometimes hard and unpopular. This applies to the dividend proposal as well as to the cost reduction programs that we have started.

These actions are necessary to put ProSiebenSat.1 in a powerful and especially future-fit position. We are all committed that 2023 has to be the year we will take decisive steps in order to reach our goals to build a highly profitable local all-in-one entertainment champion. With our sharpened focus on entertainment, especially our digital portfolio, we will get back on the growth trajectory as well as to growth of earnings. It is all about executing our strategy, and that is what we will focus on. Thank you for your attention and obviously we are open for questions that you may have.

Operator

Thank you. If you would like to ask a question, please signal by pressing star one on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Again, press star one to ask a question. We'll pause for just a moment to allow everyone an opportunity to signal for questions. We'll take our first question. Julien Roch from Barclays, your line is open. Please go ahead.

Julien Roch
Managing Director and Senior Equity Research Analyst, Barclays

Yes, good morning. My first question is on German-speaking advertising, double-digit decline in the first half . Is that TV only or is that TV plus digital? How much was it down in Q1? Second question is thanks for breaking down officially DACH advertising between linear and non-linear. You were supposed to give a small KPI to flesh out your new strategy, and I don't see any of those new KPIs in the presentation. Could we get total consumption in minutes in Germany in 2021 and 2022, with a breakdown between linear and non-linear? The last question is, can you explain what is that investigation on Jochen Schweizer? I mean, is there a fraud? I don't really understand why there's an investigation now that you have resolved the accounting. Why could the fine be significant? Thank you.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yes, thank you. Maybe to start with your first question on the TV advertising market. I think guidance for the year was mid-single digit down for the full-year, which is TV only. We expect to partially offset that negative trend by our increased digital revenue. You can see in our guidance that we expect a net decline of 2% for our advertising business in the DACH region for the full-year. On the second part, we are working still on the KPI set for guiding the streaming video business which we will share and communicate with you in the second half of this year. I think today we have shared more insights on the digital video advertising revenues and our plans in order to further grow and accelerate that.

This is a new KPI that we will continue to report. With regard to the investigation, I think this investigation is an internal investigation that has been started by the supervisory board and has been fully supported by the executive board. It's first of all to get a better understanding on how the whole situation around the regulatory issues around Jochen Schweizer mydays, how this could occur. Secondly, obviously, we're also looking into potential possible consequences, and possible wrongdoings or misconduct from the various management layers that are involved.

Julien Roch
Managing Director and Senior Equity Research Analyst, Barclays

If I could follow up. Is the low double-digit decline in the first half, that's TV only, but how much was Q1 down? Coming back on my Jochen Schweizer question, you mentioned an external investigation, not an internal investigation, and you said the fine could be significant. I mean, what is the potential wrongdoing? Why is there an investigation, and why could the fine be significant?

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yeah, thank you for your questions. I think the first quarter was down 15% in TV advertising market. I think that answers your first question. I think the second question is that we have started an external investigation as I stated initiated by the supervisory board with the support of the executive board. This investigation is ongoing, and it's a very early stage to be concrete in terms of whether any fines may apply. There is a risk of fines being applicable. Also in the light that we are a listed company, I think we need to be very transparent of the risks involved.

The risk of fines is there and could be significant, but it's at the same time, given the early stage of the investigation, very difficult to be more precise on that. Be assured that we have taken a very proactive stand in dealing with all the questions and all the actions that we have been requested to do, in order to mitigate all the risks associated to this to the maximum extent possible.

Julien Roch
Managing Director and Senior Equity Research Analyst, Barclays

Thank you.

Operator

We'll take our next question. Lisa Yang from Goldman Sachs, your line is open. Please go ahead.

Lisa Yang
Managing Director, Head of European Media and Internet Equity Research, Goldman Sachs

Hi, good morning. I have a few questions as well, please. Firstly, it's on the free cash flow. Based on the mid-year guidance, which implies the sort of EUR 78 million decline in the EBITDA in 2023. What would the free cash flow be down by a low, three-digit million amount, which I guess implies EUR 100 million-EUR 200 million or EUR 100 million-EUR 300 million? I'm not sure how we define it. What's going on there to justify such a decline in free cash flow? Related to that question, you expect the net debt to EBITDA to be between 2.5-3 times.

If you take the midpoint, 2.7, that implies you expect the net debt to increase a little bit despite, I guess, the free cash flow, which should still be positive, maybe in the EUR 200 million range. What's going on, outside the free cash flow to basically, you know, drive, I guess, you know, a slight increase in your net debt position or lack of improvement in net debt? On TV advertising, could you maybe comment on the trends you're seeing now in April, and indications for May as well? I understand you have given the guidance, but just wondering if you have seen any improvement as the -15% in Q1 in April and May.

Last question, if I may, is, you've given guidance of EUR 600 million for adjusted EBITDA for the full-year. Could you give us a bit of how you see about the phasing of that EBITDA Q1, Q2 versus H2? Obviously, given the significant decline in TV advertising in the H1, what EBITDA you're still expecting? Thank you.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yes, thank you for your questions. With regard to the first two questions, both correlated to the free cash flow assessment, I think what is important to bear in mind is that we have started a group cost reduction program, which has already more advanced stage at the level of ParshipMeet Group. But also at Commerce & Ventures, we have started cost reduction plans on the individual assets that we own there. We have also started to look into a significant cost reduction plan, including personnel costs and the entertainment section. There we are less advanced.

We are in early-stage talks with the works council. If you look at the free cash flow assessment for this year, you need to be reminded that there will be a significant amount attached to restructuring costs with regards to the planned layoffs. I think a second element for assessing the free cash flow for this year is that the investment and the cash flow needed for building the new campus next to our current buildings is coming at its peak in 2023. That will be an additional impact on the cash flow. There's a minor, but also third element, which is related to our interest payments on our debt, which is linked to the interest hikes in general, but also on our leverage factor.

That's a third element to bear in mind to explain the drop in free cash flow. If I move on to your TV advertising market question, April and May insights, I think both months continue to be soft, also in comparison to last year. We currently see in May an expected low double-digit drop versus last year. I think the second quarter of the year is still very challenging, but it's in line with our expectations.

Lisa Yang
Managing Director, Head of European Media and Internet Equity Research, Goldman Sachs

On the EBITDA phasing?

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

On the EBITDA savings, what we have done is that we have included in the fourth quarter of the year a low double-digit saving into personnel costs into our forecast.

Lisa Yang
Managing Director, Head of European Media and Internet Equity Research, Goldman Sachs

My question was more.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

I think with regard. Yeah. Yeah, I understand. With regard to the phasing, you will see that as I explained also in my update, that given the fact that we will see a very slow start of the year, that our budget and our EUR 600 million guidance will be very much backloaded, assuming the economic recovery in the second half of the year.

Lisa Yang
Managing Director, Head of European Media and Internet Equity Research, Goldman Sachs

Okay, thank you.

Operator

Again, press star one to ask the question. I'll take our next question. Matthew Walker from Credit Suisse, your line is open. Please go ahead.

Matthew Walker
Senior Equity Analyst, Credit Suisse

Thanks a lot for taking the question. Good morning. The first question is on the programming cost, you mentioned EUR 1 billion. Is that for P&L, or is it for cash flow? If you could also give us a figure for the amortization of programming, that would be helpful. Second thing is if you could give us some guidance on the non-programming or PP&E CapEx as well. If you could also remind us if you do have any covenants on your debt, or on the RCF. Just going back to the question on EBITDA phasing, I think you said something like Q1 EBITDA, mid double digit. Does that mean it's like EUR 50 million compared to the EUR 123 that you did in Q1? Same question for Q2. What are you thinking versus the EUR 167 that you did last year? Thank you.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yeah, thank you for your question. Yes, program costs will be at the mentioned EUR 1 billion, and cash expense will be slightly below that number, in the range of EUR 950 million. On your second question, CapEx is expected to come down a little bit given the fact that we continue moving towards local programming costs, and we do not see any other major CapEx investments outside what I've already alluded on. With regards to your Q1 results, the decline in EBITDA is in the range of EUR 50 million-EUR 60 million, mainly as a consequence of the disappointing advertising markets in Q1, in combination with also a negative impact on our venturing business, which is also highly advertising related.

The third element that explains this 50-60 range is the full consolidation impact of Joyn. I think on Q2, it's very difficult to give concrete guidance because of the uncertainty of the ad market and given the fact that we're just at the very beginning of May in terms o f insights in bookings.

Matthew Walker
Senior Equity Analyst, Credit Suisse

Just to be clear, that's a EUR 50 million-EUR 60 million decline. It's not EUR 50 million-EUR 60 million EBITDA. It's basically a EUR 50 million-EUR 60 million decline for Q1. Is that right?

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

No, it is round about the EUR 50-60 million EBITDA decline.

Matthew Walker
Senior Equity Analyst, Credit Suisse

Is it declining to EUR 50 million or EUR 60 million, or is it basically declining by EUR 50 million or EUR 60 million? 'Cause obviously, there's a difference.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

It is declining by in the range of EUR 50 million-EUR 60 million.

Matthew Walker
Senior Equity Analyst, Credit Suisse

Got it. Okay, thank you. Just a question on covenants?

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yeah. There are no covenants in our current credit facilities.

Dirk Voigtländer
SVP and Head of Investor Relations, ProSiebenSat.1 Media SE

Okay. Thanks so much. Thank you.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Okay, welcome.

Operator

Once again, if you would like to ask a question, please press star one. We have our next question. Michael Woischneck from VM Vermögens-Management . Your line is open. Please go ahead.

Michael Woischneck
Portfolio Manager, VM Vermögens-Management

Yes. Hello, good morning. Another question on the credit facilities. Thank you for inviting us on the maturities. Could you also give us the average interest rate?

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yeah. It's difficult to say given the fact that there are also hedges in place, et cetera. If you want to have more concrete information on that, I would revert back to Derek in answering that question more precisely. Any other questions?

Operator

We'll take our next question. Adrien de Saint Hilaire from Bank of America. Your line is open. Please go ahead.

Adrien de Saint Hilaire
Vice President and Head of European Media Research, Bank of America

Yes. Good morning, everyone. Thanks for squeezing me in. I actually have one question, which is, you've announced a new CFO. I don't think he's on the call, but I'm just curious what his priorities are going to be. Is there going to be a focus around asset disposals? Maybe as a follow-up to this, Bert, you gave us an update recently about priorities, putting entertainment at the core. I'm just wondering if you've made any progress around potential for asset disposals, asset monetization.

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yes. Well, as I stated, the new CFO, Martin Mildner, has a very experienced in capital markets and large M&A transactions in the area of e-commerce and digitization. I think both his expertise will be welcomed in our Commerce & Ventures business, but also in the transformation journey of our entertainment business. He will start in the course of next week, and we haven't agreed on a clear priority setting, but this will all be in line with the new strategic narrative that we have shared with you as well a couple of weeks ago.

Adrien de Saint Hilaire
Vice President and Head of European Media Research, Bank of America

Thank you. On the spot about the CFO change, it's fair to assume that it's connected around the Jochen Schweizer investigation?

Bert Habets
Group CEO, ProSiebenSat.1 Media SE

Yes. I have What I've shared with you on the leaving of Ralf Gierig is, he has resigned yesterday by mutual consent with the supervisory board from his position, and I have no further additions to that.

Adrien de Saint Hilaire
Vice President and Head of European Media Research, Bank of America

Thank you.

Operator

There are no questions at this time, and we'll turn the conference back to the speaker for any additional or closing remarks.

Dirk Voigtländer
SVP and Head of Investor Relations, ProSiebenSat.1 Media SE

Okay. Thank you, ladies and gentlemen. This was the last question for today's call. As always, my colleagues in the investor relations team and myself will be available for any follow-up questions shortly. Thanks, everyone, and goodbye.

Operator

This concludes today's call. Thank you for your participation. You may now disconnect.

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