TABLE OF CONTENTS
MESSAGE OF THE C.E.O.s 4
DIGITAL CHALLENGE 10
MAJOR EVENTS WHICH MARKED UTOPIA IN 2004 13
MOVIES, MOMENTS & MORE 14
BOARD OF DIRECTORS 16
CONSOLIDATED ACTIVITY REPORT 18
REPORT OF THE INDEPENDENT AUDITOR 21
CONSOLIDATED BALANCE SHEET 22
CONSOLIDATED INCOME STATEMENT 24
NOTES TO CONSOLIDATED ACCOUNTS 25
ACTIVITY REPORT 34
REPORT OF THE INDEPENDENT AUDITOR 37
BALANCE SHEET 38
INCOME STATEMENT 40
NOTES TO ACCOUNTS 41
3
ANNUALBUSINESSREPORT2004
(MESSAGE OF THE C.E.O.s
Ladies and Gentlemen shareholders,
UTOPIA SA in 2004
This year, we are particularly proud to present you with this annual
report for 2004, as the reorganization efforts started in 2002 have
• 3.873.398 tickets sold, a 12,11 %
overall increase.
largely paid off! Indeed, the Utopia Group has managed a 26,6 %
increase of the consolidated net result in comparison to the
2003 figures. A judicious geographical repartition of the Group’s
• 1.156.041 € of net consolidated
result, a 26,6 % increase compared
to 2003.
• +14,6 % of growth in the number
of visitors to our group in Belgium,
while the global market progresses by
a mere + 4 %.
activities across 4 different countries has confirmed to be an
efficient strategy.
Evolution of the cinema market in 2004
The year has been enhanced by a strong growth in the French
speaking markets, a slight increase in Belgium and Luxembourg,
as well as a decrease in the Netherlands.
• 10 digital-cinema projectors
installed at the principal sites allowing
the group to place itself at the top of
the technology evolution.
Belgium:
4,7 %
France:
12,00 %
Luxembourg:
The Netherlands:
7,52 %
-10,40 %
A winning strategy
In the course of last year, we have witnessed a strong
increase in the groups’ results in France, Luxembourg
and Belgium.
The consolidation of management structures as well as
the investments into refurbishments in our cinemas in
Belgium have, yet again, brought a + 14.6 % increase in
the number of cinema patrons (compared to a mere 4 %
growth in the national market).
Opening Utopolis Almere
In The Netherlands, on the other hand, the existing sites could
The French site at Longwy, in the context of a 12 % national
not help but suffer the consequences of a receding market
growth, finally managed to put its mark on the region and
(-10 %) in a morose economy. This unfavourable context
showed a spectacular 32 % increase in attendance figures. Thus,
somehow hampered the starting phase of cinemas opened to
Utopolis Longwy has finally attained the attendance figures
the public at the end of 2003 (Den Helder and Hengelo). While
we always aimed for.
the site at Den Helder met with a very promising first semester,
it suffered from the unfavourable global outlook in the second
The figures speak for themselves!
half of the year, although it did well in continuing its evolution
according to the site’s benchmarks.
All these efforts have happily proved their value as the group
As to the cinema in Hengelo, opened at the end of 2003 follow-
sold 3 873 398 tickets (+12,11 %) in 2004, representing a total
ing a partnership opportunity with a local exhibitor, Utopia
turnover of € 36 161 650, which splits up as follows:
was forced to acquire the entire company in order to make up
for the local management’s shortcomings in dealing efficiently
Belgium:
with the somewhat strained evolution of the opening phase in
France:
an unfavourable economic context. Since then, the aspect and
Luxembourg:
logistics of the site have been reshaped and conformed to the
The Netherlands:
€ 10 183 654
€ 2 345 326
€ 13 720 056
€ 9 912 614
Utopolis concept and the venue was re-launched just ahead of
the Christmas holidays.
Bolstered by the restructuring efforts undertaken since 2002,
the strong increase in Belgian and French performances, as
In November, the Group also launched a new multiplex at
well as an excellent result in Luxembourg, the consolidated
Almere (8 screens, 2 244 seats) which, in the context of a
result before tax on ordinary activities amounts to € 1 748 351
morose market, runs according to plan.
(-14,4 %) - mainly due to an exceptional depreciation of good-
As to the old cinema at Almere, it has been transformed into
will in Hengelo for € 379,454. As to the consolidated net result, it
an art-house-cinema, in collaboration with the local
amounts to € 1 156 041 (+26,6 %). This result proves, once again,
‘Blechtrommel’ foundation and thanks to the assistance of
that the geographic diversity of the group’s activities allows
the city of Almere, the province of Flevoland and the European
to take charge of the always penalizing start-up costs at new
Community.
venues (Den Helder, Hengelo, Almere), even in the event of a
morose market.
In Luxembourg, the group has pursued the renovation and
systematic improvement of its cinemas. Thus, after a complete
The operational cash flow, which amounts to 6,3 million
re-looking of the Utopia cinemas in 2003, refurbishing works
(+12,8 %) confirms our capacity to invest while maintaining
have now started at the Utopolis Kirchberg multiplex. As of
a coherent and consequent dividend policy.
March 2005, this venue will present itself in new splendour,
enabling it to duly celebrate its 10th anniversary in 2006.
5
(MESSAGE OF THE C.E.O.s
Into the future, with digital cinema
Ever conscious of keeping abreast with its direct competitors when
it comes to the evolution of our profession, Utopia Group decided, in
2004, to invest into digital cinema. Thus, 10 digital projectors were
installed at the group’s four major venues, i.e. Utopolis Luxembourg,
Mechelen, Turnhout and Almere. Thanks to these investments, Utopia is the first and currently the only European exhibitor able to
ensure the entire career of a film in digital projection. This gives
us a considerable advantage allowing us to react to market-specific
opportunities. Thus, the Luxembourgish documentary ‘Heim ins
Reich’, initially produced for a video-only release, was presented
to the public in our theatres and proved to be the major surprise
of the year 2004 in Luxembourg, by drawing no less than
25 000 spectators.
The Group will continue to follow and evaluate the development of
digital cinema and will definitely be ready to assume the ‘roll-out’
which is bound to come in the near future.
Mid-term perspectives
Despite an economic slump in the Dutch market, and taking into
account the traditionally cyclical evolution of the movie trade, your
Group continues to believe in the potential of this market, which is
still largely underdeveloped, and it will pursue its development.
Entrance Utopolis Mechelen (B)
Construction of a new venue at Emmen (7 screens, 1300 seats) will
start in March, with the opening planned for the end of the year.
20 000
Further projects in The Netherlands are currently being developed.
NUMBER OF SEATS
18 000
In Belgium, an already well equipped territory, Utopia’s main efforts
16 000
are directed at the consolidation of the excellent performance
14 000
results and the increase in attendance figures of 2004.
12 000
10 000
8 000
6 000
Nederland
4 000
France
2 000
België
0
Luxemburg
1997 1998 1999 2000 2001 2002 2003 2004
In Luxembourg, a country with a traditionally very high attendance
level, the aim for the years to come will be to keep up with the
current high figures, to create growth by developing new services
and activities, as well as increasing the overall quality level of our
performance. And the Group still intends to install, as the right
moment arrives, a new project in the country’s south.
In France, the efforts will concentrate on the real estate development at the Longwy site, thus taking advantage of the economic
renewal in the Longwy basin.
In 2005, the Group will also pursue its global development of
Nico Simon, C.E.O. Utopia SA
additional activities and explore the new possibilities digital
projection has opened in the ‘Business to Business’ sector.
Utopia Group has largely proved its dynamics and its capability to
assume a controlled and regular growth. The year 2005 will allow to
confirm this policy by finding new ways of increasing the Group’s
margins, its productivity and its profitability.
Nico Simon
Boudewijn Muts
Boudewijn Muts, C.E.O. Utopia SA
7
KEY DATES TO UTOPIA’S SUCCESS STORY
UTOPIA
1st semester 2003: Complete refurbishing of the Utopia
1988: Founding of UTOPIA SARL.
theatres in Luxembourg.
1989: Opening of its first ‘artplex’ in Luxembourg City.
September 26th 2003: Complete overhaul of Utopolis
1992: UTOPIA is one of the founding members of ‘Europa
Mechelen (Belgium).
Cinemas’, which actively promotes the exhibition of
November 2003: Inauguration of Utopolis in Den Helder
European non-national films in European cinemas.
(The Netherlands).
1994: From SARL, the company status is changed into an
December 2003: UTOPIA GROUP acquires a 50% participa-
SA and obtains financial partnership with Luxempart and
tion in ‘Space by Utopolis’ in Hengelo (The Netherlands).
Kinepolis.
February 2004: Closure of Ciné Cité in Luxembourg.
December 1996: Opening of its first ‘Utopolis’ multiplex,
August 2004: UTOPIA GROUP takes 100 % control of
dedicated to cinema, leisure and entertainment.
Utopolis Hengelo.
1999: UTOPIA acquires the Cinecity theatres in Belgium and
September 2004: Sale of ’t Swaentje at Meppel (The
takes a participation in Kinepolis Thionville.
Netherlands).
December 1999: Introduction on the Luxembourg stock
October 2004: Start of first refurbishing phase at Utopolis
exchange.
Luxembourg.
2000: Kinepolis ends the partnership and UTOPIA
October 2004: Installation of 10 digital projectors in
terminates its participation in Kinepolis Thionville.
theatres in Luxembourg, Mechelen, Turnhout and Almere,
December 2000: UTOPIA acquires a 5 % share in the Dutch
thus turning the UTOPIA GROUP into one of the leaders in
Polyfilm group.
the domain of digital development.
2001: Opening of Utopolis multiplex in Longwy, France.
November 2004: Opening of Utopolis Almere (The
Netherlands).
POLYFILM
December 2004: Transformation of the old Almere theatre
1981: Founding of Polyfilm BV (The Netherlands).
into Ciné Utopia Almere (The Netherlands).
1982: Opening of its first cinema complex in Lelystad.
1984: Opening of its ‘Promenade Cinema’ in Zoetermeer.
1985: Opening of its ‘’t Swaentje’ complex in Meppel.
1994: Polyfilm opens ‘Cinemare’ in Almere.
1994: Polyfilm acquires the ‘Cinema Royal’ in Oss.
1998: The ‘Promenade Cinema’ in Zoetermeer is replaced by
the ‘Movie Palace’.
2000: Polyfilm is acquired by Boudewijn Muts, Sofindev,
Audiolux and UTOPIA.
UTOPIA GROUP
September 6th 2002: The two companies merge to form
‘UTOPIA GROUP’.
November 2002: 2 screens are added to the Lelystad
complex (The Netherlands).
December 2002: Opening of Utopolis in Turnhout (Belgium).
Utopolis Emmen
When approaching the city from the south-west, the traveller finds
himself all of a sudden, without transition, in the centre of this town.
It is at this point that the new multiplex cinema will be the new
entrance to the city.
Driving towards the centre, one will be confronted with the most
dramatic corner of the cinema: the diagonally down-sloping underside of the theatres that hovers of a pool of water. The building
also boasts of an extremely characteristic volume thanks to the
variation of the spaces and forms of the theatres, seven in all,
positioned, efficiently, one next to the other and the projection
boot is the central spine.
The entire structure is covered in a tight white ‘skin’. The architects
thus created a huge “rolling stone” which changes continuously in
appearance with the help of video projections. Altering light - via
the sun, the moon or their artificial variations - creates a cinematic
effect. Situated in the space between the volume and the ground
are the entrance hall, the refreshment area and the foyers to the
individual theatres, thus creating a very light lobby with a splendid
view over the adjacent countryside.
Scale-model of the multiplex in Emmen
March 1 , 2005
st
Robert Alewijnse
Peter Van der Schans
DP6 architectuurstudio.
9
DIGITAL
(THECHALLENGE
THE DIGITAL CHALLENGE:
MOVIES, DIGITAL AND MORE
(TOP 10
In 2004, Utopia was one of the first groups in Europe to take an
Top Ten Films shown at Utopia
Complexes in The Netherlands
in 2004
1. Harry Potter en de Gevangene van
Azkaban
2. The Return of the King (The Lord of
The Rings 3)
3. Shrek 2
4. Troy
5. The Day after Tomorrow
6. Bridget Jones: The Edge of Reason
7. Shark Tale
8. Brother Bear
9. The Last Samurai
10. The Incredibles
option on the technical future of cinema which will be digital.
This is a major challenge. Yes, the future of the cinema will be
digital and by vigorously endorsing this new technology, without
renouncing or neglecting the ‘argentic film-origins’, Utopia
intends to position itself as a foreboding force in Europe. Today,
some 50 digital projection units exist on the ‘old continent’,
of which ten were installed by Utopia. In the Benelux countries,
22 theatres have been equipped with this new technology, which
turns the territory (proportionally) into the best equipped in
the world, thus making Utopia (10 projectors out of 22) into a
major player.
In its aim to participate in the film industry’s rapid progression
toward digital, Utopia group’s digital project is not primarily
aimed at a short term marketing advantage by installing a single
digital projector at each site. In its initial phase, the main objective consists in installing several projectors at each of the group’s
principal sites, thus allowing each digital print to have its entire
exhibition career in the digital format and not being blocked in
its best positioning, which is essential to the profitability of each
cinema complex.
Utopia group’s decision to go forward and to forego a large part
of the industry’s endless discussions, was motivated by several
arguments:
• The quality of the 2k technology available today is equivalent if
not superior to the 35mm prints delivered to theatres.
• While all the other media have been switching over to digital for
quite some time, cinema exhibition has desperately, anachronistically and paradoxically clung to analogue technology.
Brad Pitt stars in Troy
• Cinema will be digital, like it or not: thus it is of utmost importance to learn and to experiment in order to understand and
master this new technology as quickly as possible.
By joining in right from the beginning, Utopia will be able
to participate in its future shape thanks to a learning and
experimentation phase, in cooperation with digital
developers and manufacturers.
• To be prepared in every department for tomorrow’s technology,
to be an active player in the field rather than be surpassed by the
shape of things to come.
• To present the cinema patron right here and now with the best
available projection quality.
• To explore and develop right now the new possibilities in revenue
streams by offering alternative and diversified content: live
broadcasting of sports events (ie. Euro 2004), concerts and opera
(Jean-Michel Jarre, Aida, New Year’s Concert from Vienna), etc.
• Commercially enhance and develop the rental of cinema screens
(TOP 10
Cinemas in Luxembourg in 2004
1. Shrek 2
2. Harry Potter and the Prisoner
of Azkaban
3. Spiderman 2
4. The Day After Tomorrow
5. (T)Raumschiff Surprise - Periode 1
6. The Incredibles
7. Troy
8. Shark Tale
9. Brother Bear
10. Heim ins Reich
for conferences and commercial presentations by substantially
reducing the cost of multimedia presentation for the client, while
at the same time increasing performance and flexibility.
The Incredibles
11
DIGITAL
(THECHALLENGE
(TOP 10
Utopia Group sites currently equipped in digital projection:
Complex in Longwy (France)
in 2004
of Azkaban
2. Shrek 2
3. Podium
4. Les Choristes
5. Les Rivières Pourpres 2
6. Le Jour d’Après
7. Les Indestructibles
8. Un long dimanche de fiançailles
9. Spiderman 2
10. Frère des Ours
• UTOPOLIS Luxembourg (L) - 3 screens (projectors: 2 Barco DP100 1 Barco DP30 - 3 EVS servers)
• UTOPOLIS Mechelen (B) 2 screens (projectors: Barco DP 100-servers: EVS)
• UTOPOLIS Turnhout (B) 2 screens (projectors: Barco DP 100-servers: EVS)
• UTOPOLIS Almere (NL) 3 screens (projectors: Barco DP 100-servers: EVS)
Films thus far presented in digital format:
• MALABAR PRINCESSE (L)
• THE INCREDIBLES (B - L - NL)
• NATIONAL TREASURE (B - L - NL)
∑• K3 EN DE MAGISCHE MEDAILLON (B - NL)
∑• PLUK EN DE PETTEFLET (NL)
• SARABAND (B - L)
∑• HEIM INS REICH (L)
∑• CONSTANTINE (B - L)
• ROBOTS (B-L)
Alternative content presented in HD digital format:
• EURO 2004 (L - NL)
• CONCERT JEAN-MICHEL JARRE (L - F [in HD VIDEO])
• AÏDA (B - L - F [in HD VIDEO])
• NEW YEAR’S CONCERT FROM VIENNA (B - NL)
• CONCERT SIOEN (B - NL)
Spiderman II
MAJOR EVENTS
WHICH MARKED UTOPIA IN 2004
• January 1st 2004: Live high definition broadcast of the Vienna
New year’s Concert to Utopolis Mechelen (B)
• February 2004: Closure of Ciné Cité in Luxembourg
• June 2004: Live high definition broadcast of 2004 European
Soccer Cup games to Utopolis in Luxembourg and The
Netherlands
• August 2004: Utopia Group acquires the outstanding
50 % shares of Utopolis Hengelo (NL), thus taking control
of the company at a full 100 %
• September 30th 2004: Sale of the ’t Swaentje Cinema at Meppel
(NL), a two-screen theatre which was no longer in accordance
with the company’s strategy
• October 2004: Start of initial refurbishing phase at Utopolis
(TOP 10
Complexes in Belgium in 2004
1. Shrek 2
2. Troy
of Azkaban
4. Garfield
5. The Day After Tomorrow
6. The Last Samurai
7. Brother Bear
8. Shark Tale
9. The Village
10. King Arthur
Luxembourg
• October 27th 2004: Reopening, after refurbishing, of Utopolis
Lommel (B)
• October-November 2004: Installation of 10 digital projectors
at 4 major sites (Utopolis in Luxembourg, Mechelen, Turnhout
and Almere), which makes Utopia Group one of the European
leaders in the domain of digital projection development
• November 12th 2004: Opening of Utopolis Almere (NL)
• December 2004: Opening of Ciné Utopia Almere (NL),
transformed into an ‘art-house-cinema’, in
cooperation with the local ‘Blechtrommel’ foundation,
the City of Almere, the Province of Flevoland, and subsidized
by the European Community
• December 23rd 2004: Re-opening of the Hengelo site under
the Utopolis Hengelo banner (NL)
• January 1st 2005: Live high definition broadcast of the Vienna
New year’s Concert to Utopolis Mechelen (B) and Utopolis
Hilde Van Mieghem (De Kus) at the Ladies Night in Mechelen
Almere (NL)
13
(MOVIES MOMENTS
& MORE
MOVIES, MOMENTS & MORE
An innovative concept to reflect the spirit of the new group
The new group is aware of the necessity to create its very own and
distinctive corporate identity. This has lead to ‘Movies, Moments &
More’, an innovative concept developed by our marketing teams in
the four countries, and designed to perfectly reflect the new commercial strategies of UTOPIA GROUP.
MOVIES
• The ultimate in motion and sound technology
• Vast parking spaces, comfort and safety
∑• 93 screens in 15 sites throughout 13 cities
• ever expanding activities
MOMENTS
• Every visit is a moment of total pleasure
• The atmosphere is particularly welcoming
• Passion, emotion and magic are always present
MORE
• The cinema offers special events (festivals, film-societies,
educational screenings, etc.)
• The cinema complexes are accessible on a regular basis to
corporations for business events
• The group reminds entirely open to other business
opportunities
NUMBER OF VISITORS
4 500 000
4 000 000
Nederland
3 500 000
France
3 000 000
België
2 500 000
Luxemburg
2 000 000
1 500 000
1 000 000
500 000
0
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004
THE SITES OF UTOPIA GROUP
THROUGHOUT 4 COUNTRIES
AS OF DECEMBER 31ST 2004
The sites of UTOPIA GROUP
throughout 4 countries
Belgium
11
1
Utopolis, Aarschot
5 screens
970 seats
2
Utopolis, Lommel
5 screens
706 seats
3
Utopolis, Mechelen
11 screens
2126 seats
4
Utopolis, Turnhout
8 screens
1827 seats
7 screens
1330 seats
10 screens
2693 seats
5 screens
661 seats
1 screen
267 seats
Utopolis, Almere
8 screens
2244 seats
10 Ciné Utopia, Almere
11 Utopolis, Den Helder
4 screens
467 seats
6 screens
778 seats
12 Utopolis, Hengelo
13 Utopolis, Lelystad
5 screens
834 seats
5 screens
552 seats
14 Utopolis, Oss
15 Utopolis, Zoetermeer
5 screens
822 seats
8 screens
1247 seats
16 Utopolis, Emmen
7 screens
1300 seats
16
13
9 10
12
France
5 Utopolis, Longwy
15
14
Luxembourg
4
2
6
7
Utopolis, Luxembourg City
8
Ariston, Esch/Alzette
Cine Utopia, Luxembourg City
3
1
The Netherlands
9
5 8
6 7
Opening planned in Fall 2005
15
(BOARD OF DIRECTORS
BOARD OF DIRECTORS
Nico SIMON (born in 1952) joins the film-society-movement as
• Nico SIMON, Chief Executive Officer
Utopia SA
early as 1969 and becomes rapidly one of its thriving forces. After
initial university studies in human sciences, he pursues his forma-
• Boudewijn MUTS, Chief Executive Officer
Utopia SA
tion as a language-teacher and works in that profession for over
fifteen years. During this time-period, he pursues his passion in
• Luc NOTHUM, (Director) - Director
cinema and is an active force behind the creation, in 1983, of the
• Alain HUBERTY, (Director) - Legal Counsel
Utopia cinema, as well as championing the re-opening and/or the
• AUDIOLUX, (Director) represented by
new creation of regional cinemas. Internationally, he is a founding-
Jean-François VRYENS, - Director of
member and the current vice-president of the EUROPA-CINEMAS
companies
network. Since September 1991, he has been a full-time manager
• SOFINDEV NV, (Director) represented by
Ghislain THIJS - Director of Companies
for Utopia SARL. When the SARL was transformed into an SA, he
became its Chief Executive Officer.
• UTOPIA MANAGEMENT, (Director)
represented by Christian KMIOTEK -
Boudewijn MUTS (born in 1963), holds a master degree in
Director of Companies
Sociology. He started his business career as management consultant. From 1994 to December 2000, he works for the Kinepolis
Group, where he holds the post of General Business Director. He has
been on the board of Directors of Utopia SA since 1996. In 2000, he
takes over the Dutch exhibitor Polyfilm. He becomes Chief Executive
Officer of Utopia SA at the occasion of the merger with Polyfilm in
September 2002.
Luc NOTHUM (born in 1958) has been member of the initial Utopia
founding-team since 1978. In 1989, he becomes a founding member of Utopia SARL and has been a Director for Utopia SA since its
inception in 1994. Today, he is part of the management team as
counsellor.
Alain HUBERTY (born in 1967) is assistant-manager for Le Foyer
Insurance group. He is a Director in companies for the ‘Le Foyer’
and ‘Luxempart’ groups. He holds a master degree in business
Board of directors UTOPIA GROUP
law from the faculty at Aix-en-Provence and is a bachelor of the
London School of Economics.
AUDIOLUX
of financing for international co-productions. Besides teaching
In its quality as Director of Utopia SA, Audiolux is represented
at the University of Luxembourg, he has also developed and
by Jean-François Vryens.
is managing several training programs for European business
managers, among others in film finance and marketing.
Jean-François Vryens (born in 1971), is currently Senior Investment Manager for Indufin SA, a Belgian investment company
CURRENT AFFAIRS
specialising in private equity and a subsidiary of the ‘Luxem-
Part of the current affairs and operations for Utopia SA are
part’ and ‘De Eik’ groups. He is in charge of investment follow-
managed by Utopia Management SA, via a management
up and acts as Director on the board of several companies:
contract concluded with the company. In accordance with this
Bartech, TDS-ACIOR, All-TAG, Karl Hugo, Utopia, etc.
contract, several functions - i.e. supervision of daily
administration, quality control, strategic proposals to
SOFINDEV
the Board of Directors, project development - are managed by
In its quality as Director of Utopia SA, Sofindev is represented
a team of Utopia Management SA collaborators, under the joint
by Ghislain Thijs.
supervision of the company’s managing directors Nico Simon
and Boudewijn Muts. In their quality as managing directors,
Ghislain THIJS (born in 1956) is licensed in economical sciences
they supervise the daily operations of all companies in the
and holds a master degree in Accounting and Auditing exper-
Utopia group.
tise. He started his career in 1979 as an assistant at Limburg
University (Belgium). In 1983, he joined PriceWaterhouse as
FINANCIAL DIRECTOR
Senior Auditor. Between 1987 and 1990, he was administrative
With the continuing growth in mind, the company reinforced
and financial manager for Avery, an American multinational
its management with a new financial director.
which owns several branches in Belgium. From 1991, he was
Senior Investment Manager at Mosane, a Belgian investment
Peter Louwagie (born in 1971) joined Utopia as Financial
company, which is listed on the Stock exchange and is part of
Director in April 2004. Before joining Utopia, he worked
the Cobepa group. He joined Advent/Sofindev as Investment
from 1997 until April 2004 within the audit department of
Director in 1998 and represents Sofindev as a Director in several
PricewaterhouseCoopers, promoted Senior Manager in
companies in which it participates.
July 2002. He started his career as tax consultant at
PricewaterhouseCoopers.
UTOPIA MANAGEMENT
Peter Louwagie holds a master degree in Applied Economics
In its quality as Director of Utopia SA, Utopia Management is
(Commercial Engineer) from the Katholieke Universiteit Leuven,
represented by Christian Kmiotek.
a master degree in Tax (‘Maîtrise en Gestion Fiscale’) from the
Université Libre de Bruxelles and a Certificate of specialisation
Christian KMIOTEK (born in 1960)is a partner and chief finan-
in Accounting and Auditing from Hautes Etudes Commerciales
cial officer of Samsa Film Group, which operates in Luxemburg,
Liège. He was member of the Belgian Institute of Certified
Belgium and France. In this function, he accompanies the set up
Accountants (IBR) from June 2001 until he joined Utopia.
17
CONSOLIDATED
(ACTIVITY
REPORT
CONSOLIDATED ACTIVITY REPORT
Market tendencies
In 2004, Utopia Group sold 3.873.398 cinema tickets, a total increase
of 12,11 %.
On an equivalent basis to 2003, the total attendance figures have
increased by 5,75 %.
In the Luxembourg sites, admissions rose to 1,3 million, i.e. +5,6 %. On
equivalent basis to 2003, i.e. not taking into account the figures for
Ciné Cité (closed in February 2004), admissions rose by 9,3 %.
Première ‘The Incredibles’ in Almere (NL)
The Belgian sites outperformed compared to their national
market with an increase to 1,2 million visitors (+ 14,6 %) compared to
Company structure UTOPIA GROUP
as of December 31st 2004
+4,7 % for the national market.
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CONSOLIDATED
(ACTIVITY
REPORT
Utopolis Longwy also outperformed its national market by
€ 9,35 million. This decrease is due to the high level of investments
welcoming 300.485 spectators, i.e. an increase by 32,0 %
in 2004. Indeed, Utopia invested € 9,4 million in new projects and
compared to +12,0 % for the whole of France.
in refurbishments. The largest part (€ 6,5 million) was financed
out of the available cash and the operational cash flow.
The existing Dutch sites were joined by a new complex at Almere
(8 screens, 2.244 seats), whilst the existing theatre in Almere was
Taking into account the investments for the launch of the
rebranded to ‘Ciné Utopia Almere’ in cooperation with the local
four new sites, the group’s net debt amounts to € 21,5 million
art-house foundation ‘Blechtrommel’ and supported by local and
(€ 17,3 million in 2003) and its equity/total liabilities ratio to
European authorities.
44,3 % (46,8 % in 2003).
Utopia Group also bought the remaining 50 % shares in
Activities
‘Bioscooponderneming Bellevue bv’ and renamed it ‘Utopolis
In 2004, Utopia focussed primarily on the launching of the
Hengelo’.
new house-style ‘Movies, Moments & More’, developed for the
integration of the group throughout the different territories.
Thus the total number of visitors of our sites in the Netherlands
Management also concentrated on the opening of the new site
went up by 12,8 %, with a total number of 1.112.236 tickets sold.
in Almere as well as on the conversion of the old Almere site to a
On an equivalent basis to 2003 however, attendance figures at
‘Ciné Utopia’. Furthermore your group dealt with the purchase
the sites in The Netherlands dropped by 12,6 % in line with a total
of the remaining 50 % of the shares of ‘Bioscooponderneming
market decrease.
Bellevue bv’ and the restructuring of its Hengelo site.
Financial Results
As indicated in last year’s Activity Report, Utopia took a leading
The consolidated turnover for the year amounts to € 36,1 million,
position in the technological evolution of the exhibition
a 16,8 % increase compared to the previous year’s € 30,9 million.
industry. Indeed, Utopia invested in the installation of
Moreover turnover increased in all territories (France +36,2 %,
10 digital projectors spread over its main sites (Luxembourg,
Belgium +21,0 %, the Netherlands + 6,1 %, Luxembourg + 25,1 %).
Mechelen, Turnhout and Almere). Thus the company is
prepared to take swift advantage from the technological
The group’s net profit showed a 26,6 % increase to € 1 156 041
changes the film exhibition industry is going through.
compared to € 913.104 in 2003.
The spread of activities over 4 countries once again proved
This positive result was obtained in a year that was marked by
to be strategically efficient. Good performances in some
the launching cost of four new sites (Utopolis Almere, Ciné Utopia
territories outbalance weaker performances in others.
Almere, Utopolis Den Helder and Utopolis Hengelo).
Perspectives
The group’s consolidated net cash-flow amounts to € 6,3 million
In Luxembourg, Utopia Group will focus on the further develop-
against € 5,6 million in 2003 and thus increases by 12,8 %. The
ment and improvement of its two major sites, Ciné Utopia
available cash dropped to € 6,72 million compared to last year’s
Limpertsberg and Utopolis Kirchberg, preparing the latter for its
19
CONSOLIDATED
(ACTIVITY
REPORT
10th anniversary in 2006. Furthermore, the group will closely
follow the developments of the Belval-Ouest industrial site in order
to be able to finalize at the right time its long going project of a new
multiplex in the southern part of the Grand-Duchy.
In The Netherlands, the group will pursue its expansion plans with
the construction of a new site in Emmen (7 screens, 1300 seats) with
opening planned in Fall 2005. Furthermore Dutch management will
be reorganised in order to cope more efficiently with the companies’
growth in this territory.
In Belgium, the group plans to adapt the existing site in Aarschot to
its technical and comfort standards and to consolidate its trendsetting position.
In Longwy, France, after having reached the objectives in terms of
visitors after only three years, all efforts will now be concentrated on
developing the commercial activities linked to the real-estate potential of the site, thus taking advantage of a more dynamic launching
of the general development of the region.
Groupwise, Utopia will continue to develop ancillary activities
using the possibilities of its digital equipment. New programs will
be brought to the public and new revenue streams will be created,
without, however losing focus on our core business.
Action ‘Mini’ in Luxembourg
Thus the group will be even better equipped to respond efficiently to
the expectations of its various audiences, as well as to the profitability
expectations of its shareholders.
The board of directors
Luxembourg, March 3, 2005.
REPORT OF THE
INDEPENDENT AUDITOR
To the Shareholders of Utopia SA
Following our appointment by the General Meeting of
Shareholders dated March 25, 2004, we have audited the
accompanying consolidated accounts of Utopia SA and its
subsidiaries for the year ended December 31, 2004 and have
read the related consolidated management report. These
consolidated accounts and the consolidated management
report are the responsibility of the Board of Directors. Our
responsibility is to express an opinion on these consolidated
accounts based on our audit and to check the consistency of
the consolidated management report with them.
We conducted our audit in accordance with International
Standards on Auditing. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated accounts. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated
accounts presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the accompanying consolidated accounts
give, in conformity with the Luxembourg legal and regulatory
requirements, a true and fair view of the consolidated financial
position of Utopia SA and its subsidiaries as of December 31,
2004 and of the consolidated results of their operations for the
year then ended.The consolidated management report is in
accordance with the consolidated accounts.
PricewaterhouseCoopers SARL
Luxembourg, March 8, 2005
Réviseur d’entreprises
Represented by
Luc Henzig
21
(CONSOLIDATED
BALANCE SHEET
ASSETS
2004
2003
9 303 303
47 945
19 304
9 236 054
10 217 099
49 718
22 759
10 144 622
48 676 201
38 381 501
6 702 542
2 626 716
965 442
41 926 079
34 586 318
6 112 185
483 044
744 532
Deferred tax assets
Deferred tax assets
371 639
371 639
180 222
180 222
Financial assets
Loans to affiliated undertakings
Own shares
Other financial assets
142 710
0
112 816
29 894
303 529
147 500
112 816
43 213
58 493 853
52 626 929
203 646
203 646
226 331
226 331
Trade and other receivables
Trade receivables
Other receivables
2 621 938
1 181 207
1 440 731
2 424 249
1 289 678
1 134 571
Cash at bank and in hand
6 719 708
9 348 540
516 208
95 660
TOTAL CURRENT ASSETS
10 061 500
12 094 780
TOTAL BALANCE
68 555 353
64 721 709
Non-Current Assets
Intangible Assets
Formation expenses
Concessions, patents, licences
Goodwill
Property, plant and equipment
Land and buildings
Plant and machinery
Furniture, fittings, tools and equipment
Advances paid on tangible assets and tangibleassets
under construction
TOTAL NON-CURRENT ASSETS
Current Assets
Inventories
Finished goods and goods for resale
Shark Tale
Deferred charges and accrued income
EQUITY AND LIABILITIES
2004
2003
Issued capital
5 826 975
5 826 975
Share premium
20 588 973
20 588 973
2 767 913
357 924
964 487
112 816
1 598 839
-266 153
2 960 933
331 859
799 287
112 816
2 126 843
-409 872
0
110
29 183 861
29 376 991
1 156 041
913 104
1 310 041
672 892
637 149
961 075
296 883
664 192
829 163
829 163
519 187
519 187
Amounts due and payable after more than one year
Amounts due to credit institutions
Other financial debts
24 512 395
23 697 027
815 368
24 294 610
24 207 912
86 698
TOTAL NON-CURRENT LIABILITIES
26 651 599
25 774 872
10 155 236
3 323 128
423 395
5 393 067
1 015 646
8 519 604
2 434 069
37 707
4 538 926
1 508 902
1 408 616
137 138
TOTAL CURRENT LIABILITIES
11 563 852
8 656 742
TOTAL BALANCE
68 555 353
64 721 709
Captital and reserves
Reserves
Legal reserve
Special reserve
Reserve for own shares
Other reserves
Retained earnings
Minority interests
TOTAL CAPITAL AND RESERVES
NET RESULT FOR THE YEAR
Non-Current Liabilities
Provisions for liabilities and charges
Provision for taxation
Other provisions
Deferred tax liabilities
Deferred tax liabilities
Current Liabilities
Amounts due and payable within one year
Other financial debts
Trade payables
Other payables, including tax and social security
Accrued charges and deferred income
23
INCOME
(CONSOLIDATED
STATEMENT
2004, 2003 ,
Net turnover
36 161 650
30 964 492
1 694
15 681
367 063
1 687 619
-20 668 080
-17 579 525
15 862 327
15 088 267
wages and salaries
-5 214 053
-4 827 732
social security costs
-1 130 867
-897 080
and tangible and intangible fixed assets
-5 061 496
-4 683 868
Other operating charges
-1 644 913
-1 676 533
51 153
64 590
Interest payable and similar charges
-1 113 800
-1 024 574
Profit on ordinary activities
1 748 351
2 043 070
Tax on profit on ordinary activities
-926 886
-1 169 662
821 465
873 408
Extraordinary income
514 611
86 961
Extraordinary charges
-21 933
-34 195
Extraordinary profit
492 678
52 766
Tax on extraordinary profit
-158 102
-13 070
Profit for the financial year
1 156 041
913 104
Change in inventory for finished goods
Other operating income
Other external charges
Gross profit
Staff costs
Value adjustments in respect of formation expenses
Other interest receivable and similar income
Profit on ordinary activities after taxation
Ladies Night - Mechelen (B)
NOTES TO CONSOLIDATED ACCOUNTS
dispositions of the European Community’s VIIth Directive on
consolidation into Luxembourg law.
NOTE 1 – GENERAL INFORMATION
The consolidated financial statements are presented in Euros.
Utopia S.A. (‘the Company’) and its subsidiaries (together ‘the
Group’) have as its main objective the purchase, the sale, the dis-
2.2 Consolidation principles
tribution, the renting, the projection and the production of movies
a) Subsidiaries
as well as the rendering of all kind of services or other commercial,
Subsidiaries are those companies controlled by the Group.
financial and property operations which can be related directly
Control exists when the Company has the power, directly or
or indirectly to the main objective. The Group operates cinemas in
indirectly to govern the financial and operational policies of
Luxembourg, The Netherlands, Belgium and France.
an enterprise, accompanying a shareholding of more than
50 % of the voting rights. Subsidiaries are fully consolidated
The Company has been incorporated on 29 December 1988 as a
from the date that control effectively commences until the date
private limited liability company (‘société à responsabilité lim-
that control effectively ceases.
itée’) and has been transformed into a public limited company
(‘société anonyme’) by an Extaordinary Shareholders’ Meeting
The following subsidiaries are fully consolidated:
held on 10 February 1994.
The Company is listed on the Luxembourg Stock Exchange.
The Board of Directors has approved the consolidated financial
statements for issuance on March 3, 2005.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation
of these consolidated financial statements are set out below.
These policies have been consistently applied to all the years
presented, unless stated otherwise.
2.1 Basis of preparation
Name and
registered office
Capital fraction
held by UTOPIA SA
Total
UTOPIA BELGIUM SA
5, Spuibeekstraat
B-2800 Mechelen
99,99 %
100 %
UTOPOLIS BELGIUM NV
5, Spuibeekstraat
B-2800 Mechelen
UTOPOLIS LONGWY SAS
Avenue de Saintignon
F-54401 Longwy Cedex
100 %
99,99 %
UTOPIA NEDERLAND BEHEER BV
Dukkaatpassage 33,
100 %
NL - 8200 AA Lelystad
100 %
100 %
The consolidated financial statements are prepared in accordance with the Luxembourg legal and regulatory requirements
Intercompany transactions, balances and unrealised gains on
and especially with the law of 11 July 1988, translating the
transactions between group companies are eliminated.
25
NOTES TO
(
CONSOLIDATED
ACCOUNTS
b) Associates
Associates are those enterprises in which the Group has significant
influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s
share of the total recognized gains and losses of associates on an
equity accounting basis, from the date that significant influence
effectively commences until the date that significant influence
effectively ceases. When the Group’s share of losses exceeds the
carrying amount of the associate, the carrying amount is reduced
to nil and recognition of further losses is discontinued except to
the extent that the Group has incurred obligations in respect of the
associate.
At the closing date there are no such participations.
c) Joint Ventures
A joint venture is an enterprise that is jointly controlled by the
Company or one of its subsidiaries together with a third party.
Joint ventures are incorporated in the Group’s consolidated financial statements using the proportionate consolidation by means of
recognising the Group’s share of the assets that it controls jointly,
the Group’s share of the liabilities for which it is jointly responsible
and includes the Group’s share of the income and expenses of the
joint venture.
Jazzsinger Madeline Bell at Ray in Concert (NL)
At the closing date, Cine Utopia Almere VOF has been consolidated
by the proportionate method.
2.3 Foreign currency translation
During the year, transactions, income and expenses expressed in
currencies other than Euro are translated into Euro at the exchange
rates prevailing at the date of the transaction.
At the end of the year, assets and liabilities expressed in currencies other than Euro are translated into Euro at the exchange rate
prevailing at the end of the financial year.
Exchange losses resulting from those conversions are recorded
Land is not depreciated as it is deemed to have an infinite life.
in the profit and loss account.
The tangible assets under construction or advances paid for the
2.4 Intangible assets
acquisition of tangible assets are not depreciated.
a) Formation expenses
Formation expenses are recorded in the balance sheet at
When the Group considers that a tangible asset is subject to a
cost less accumulated amortisation. Formation expenses are
permanent value adjustment, an extraordinary depreciation is
amortized using the straight-line method over a period of
recorded in order to reflect this impairment.
5 years and capitalised costs related to the capital increases
over a period of 3 years.
The double-declining depreciation method applied for
certain assets at the Belgian subsidiary Utopolis Belgium NV
b) Goodwill
is reprocessed in consolidation, in order to keep the same
Goodwill represents the excess of the cost of an acquisition over
method in the companies of the consolidation perimeter, i.e
the share capital and reserves quota of the companies held
the straight-line method. There was a deferred tax calculation
after application of the Group’s valuation rules.
on this reprocessing.
Goodwill is amortized using the straight-line method over its
2.6 Financial assets
estimated useful life. Goodwill is generally amortized over 10
Financial assets are valued at the lower of acquisition cost (acqui-
years. Goodwill arising on the acquisition of Utopia Nederland
sition charges included) or net realisable value determined with
Beheer BV (previously Polyfilm Group) is amortized over 20 years.
prudence and good faith by the Board of Directors on the basis of
the last available financial statements on the balance sheet date.
2.5 Property, Plant and Equipment
All property, plant and equipment is recorded at historical cost
2.7 Inventories
less accumulated depreciations. Cost includes the purchase
Inventories are valued individually at the lower of cost and net
price and other direct acquisition costs less the grants or
realizable value.
subsidies received.
If deemed necessary, additional value adjustments are recorded
in order to take into account the obsolescence of the elements
Tangible assets are depreciated using the straight-line method
composing the inventories.
over the estimated useful life of the assets. The rates used are as
2.8 Trade and other receivables
follows:
Trade and other receivables are carried at their nominal value
Buildings
4%
-
20 %
less impairment losses. An estimate is made for doubtful
Plant and machinery
10 %
-
33 %
receivables based on a review of all outstanding amounts at
Fixtures and fittings,
tools and equipment
8%
-
33 %
year-end. Bad debts are written off during the year in which
they are identified.
27
NOTES TO
(
CONSOLIDATED
ACCOUNTS
2.9 Trade and other payables
Trade and other payables are stated at cost.
2.10 Provisions for liabilities and charges
Provisions are recognized in the balance sheet when a Group
company has a present obligation as a result of a past event;
it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation, and a reliable
estimate of the amount of the obligation can be made. The amount
recognized as a provision is the best estimate of the expenditure
required to settle the present obligation at the balance sheet date.
2.11 Finance leases
Leases of property, plant and equipment where a Group company
assumes substantially all the risks and rewards of ownership are
classified as finance leases. Finance leases are capitalized at the
value of the lease payments at inception of the lease, less accumulated depreciation. Each lease payment is allocated between the
liability and finance charges. The corresponding rental obligations
are included in other financial debts. The interest element is charged
to the income statement as a finance charge over the lease period.
2.12 Deferred taxes
Deferred tax is provided for all temporary differences arising between the tax bases of assets and liabilities and their carrying values
Harry Potter and the prisoner of Azkaban
for financial reporting purposes. Currently enacted tax rates are used
to determine deferred income tax. A deferred tax is recognized only
to the extent that it is probable that the future taxable profits will be
available against which the asset can be utilized. A deferred tax asset
is reduced to the extent that it is no longer probable that the related
tax benefit will be realized.
NOTE 3 – FORMATION EXPENSES
Gross value
Beginning of the year
Additions
New consolidations
at December 31, 2004
2004
644 908
0
16 500
661 408
Depreciation
Depreciation of the year
595 190
18 273
613 463
Net book value at December 31, 2004
47 945
49 718
NOTE 4 – CONCESSIONS PATENTS LICENCES
Gross value
Additions
2004
29 898
0
29 898
Depreciation
7 139
3 455
10 594
19 304
22 759
Eddie Murphy as Donkey in Shrek II
29
NOTES TO
(
CONSOLIDATED
NOTE 5 – GOODWILL
ACCOUNTS
Gross value
2004
12 101 941
Additions
174 997
At December 31, 2004
12 276 938
Depreciation
1 957 319
1 083 565
3 040 884
Net book value
9 236 054
10 144 622
NOTE 6 – TANGIBLE ASSETS
TANGIBLE ASSETS
Land and
buildings
Plant and
Machinery
Other fixtures
and fittings,
tools and
equipment
Advances paid
on tangible assets
and tangible assets
under construction
Total
Gross value
At the beginning of the year
48 622 713
16 241 879
2 135 885
807 211
67 807 688
Additions
5 041 275
2 295 573
1 790 857
234 832
9 362 537
Disposals
-549 549
-493 620
-764 230
-62 679
-1 870 078
Transfers
-203 245
-2 814 690
3 017 935
0
0
Change in consolidation permeter
1 843 748
278 464
23 705
0
2 145 917
54 754 942
15 507 606
6 204 152
979 364
77 446 064
14 036 395
10 129 694
1 652 841
62 679
25 881 609
2 300 427
1 154 195
487 659
13 922
3 956 203
Disposals
0
-351 264
-742 793
-62 679
-1 156 736
Transfers
-19 347
-2 150 512
2 169 859
0
0
55 966
22 951
9 870
0
88 787
16 373 441
8 805 064
3 577 436
13 922
28 769 863
38 381 501
6 702 542
2 626 716
965 422
48 676 201
34 586 318
6 112 185
483 044
744 532
41 926 079
Depreciation
Change in consolidation perimeter
Net book value
NOTE 7 – SUBSCRIBED CAPITAL
At year-end the subscribed capital amounts to € 5 826 975 and
is represented by 1 165 395 shares without nominal value.
The authorised capital equals € 8 956 835.
NOTE 8 – LEGAL RESERVE
The Company is required to transfer a minimum of 5 % of its net
profit for each financial year to a legal reserve. This requirement
ceases to be necessary once the balance of the legal reserve
Cameron Diaz as Fiona in Shrek II
reaches 10 % of the issued share capital. The legal reserve is not
available for distribution except in the case of the liquidation
year 2001
of the Company.
NOTE 9 – SPECIAL RESERVE: NETWORTH TAX
year 2002
net worth tax
€
55 964
allocation
€
279 822
net worth tax
€
38 785
allocation
€
193 925
net worth tax
€
33 040
allocation
€
165 200
Until December 31, 2001, the special reserve has been constituted
based on article 174bis of the corporate tax law of December 23
year 2003
1997. The reserve amounts to five times the annual net worth
tax deducted from the corporate income tax and is not
distributable for five years subsequent to the year in which
The total amounts to € 964 487 as at December 31, 2004.
the deduction was made.
As from January 1, 2002 on, the Company reduced the net worth
tax liability in accordance with the new tax law in force. In
order to comply with the law, the Company decided to allocate
under special reserve an amount that corresponds to five times
the amount of reduction of the net worth tax. This reserve is
non-distributable for a period of five years from the year fol-
NOTE 10 – RESERVE FOR OWN SHARES
During the year 2002, the Company has acquired own shares
for an amount of € 112 816. According to the law, the Company
has build up a reserve for own shares for the same amount.
NOTE 11 – OTHER PROVISIONS
lowing the one during which the net worth tax was reduced.
At 31 December 2004, other provisions can be detailed as follows:
year 1999
net worth tax
€
23 964
allocation
€
119 819
2004
2003
Provision for tax dispute
365 643
365 643
Other provisions
271 506
298 549
637 149
664 192
Eddie Murphy as Donkey in Shrek II
year 2000
net worth tax
€
41 144
allocation
€
205 721
31
NOTES TO
(
CONSOLIDATED
ACCOUNTS
NOTE 12 – AMOUNTS DUE AND PAYABLE AFTER
• Other extraordinary income for an amount of € 9 023.
MORE THAN ONE YEAR
• Other extraordinary charges for an amount of € -21 933.
Amounts due to credit institutions repayable after more than
NOTE 16 - REMUNERATIONS PAID TO THE BODIES OF THE GROUP
one year amount to € 23 697 027 including € 12 406 710
reimbursable after 5 years.
Other creditors repayable after more than one year amount
No remuneration was allocated to the administrative bodies of
to € 815 368 and are reimbursable before 5 years.
the Group.
The Group has not granted any advances or credits or guaran-
NOTE 13 – NET TURNOVER
tees to the members of the bodies of the Group.
The net turnover can be detailed as follows:
2004
2003
23 213 479
20 689 564
• Turnover on consumption
7 759 753
6880 246
• Turnover stores rent
1 026 710
856 438
• Turnover advertising
1 364 295
1 330 803
• Turnover others
2 797 413
1 207 441
36 161 650
30 964 492
• Turnover movies
NOTE 17 – OFF BALANCE SHEET COMMITMENTS
Guarantees
Utopia SA has granted to several financial institutions mortgages on land and buildings leased or owned by the company as
a guarantee for three loans with a total outstanding principal
amount of € 4 607 730 on December 31, 2004.
Utopolis Belgium SA and Utopia Belgium SA have granted to
NOTE 14 – STAFF EMPLOYED BY THE GROUP
ING Bank Belgium a mortgage on the land and buildings in
Turnhout belonging to both companies for a total amount of
At December 31, 2004, the Group employed in average 91 full
€ 500 000. Furthermore, both companies have granted a
time staff and 218 part time staff.
mandate for a mortgage to ING Bank Belgium for an amount
of € 8 100 000 on the land and buildings in Turnhout as well
as a mandate to pledge the goodwill (fonds de commerce) of
NOTE 15 – EXTRAORDINARY RESULTS
Utopolis Belgium SA for a total amount of € 500 000.
With respect to these loans, Utopia SA has also granted a joint
The extraordinary results represented by a gain of € 492 678
and several guarantee to ING Bank Belgium for the reimburse-
primarily consists of :
ment of the above-mentioned loans. This guarantee amounts
• Gain of € 389 760 realised following the proportionate con
to € 1 200 000 and will expire on March 15, 2005.
solidation of our joint venture in the Netherlands.
• Gain realised on the sale of the assets of our theatre in Meppel
(the Netherlands) for an amount of € 115 828.
The advances granted by Utopia Belgium SA have been subordinated to the loans of ING Bank Belgium mentioned above for
a total amount of € 1 000 000 and this until entire reimbursement of the loans of ING Bank Belgium.
These guarantees have been granted with respect to two
been granted to Rabobank Almere in order to guarantee a loan
loans of Utopolis Belgium SA for a total outstanding principal
with an outstanding principal amount of € 770 000 as per De-
amount of € 8 156 671 as per December 31, 2004.
cember 31, 2004. Utopolis Hengelo granted to Rabobank Hengelo
Utopolis Belgium SA has granted to ING Bank Belgium a
a mortgage of € 2 900 000 on the building in Hengelo to cover
mortgage on its land and buildings in Aarschot and Mechelen
several loans contracted in relation to the building and equip-
for a total amount of € 1 184 931 and a pledge on its goodwill
ment of this site. The outstanding principal amount on december
(fonds de commerce) for a total amount of € 1 358 456 as well
31, 2004 equals € 2 542 820. Furthermore, a pledge on the equip-
as a mandate for a mortgage of € 1 239 467, and a mandate to
ment and on the receivables of the company has been granted
pledge the goodwill (fonds de commerce) of the company for
to the same financial institution. Utopia Nederland BV has given a
an amount of € 1 239 467. These guarantees have been granted
bank guarantee of € 500 000 to Rabobank Hengelo to guarantee
with respect to two loans with a total outstanding principal
the above-mentioned loans.
amount of € 898 615 as per December 31, 2004 and a permanent credit-line of € 123 950 unused as per December 31, 2004.
Commitments
Utopolis Nederland Beheer BV has also the following commitments:
Utopolis Longwy SAS guarantees the rent payment for the land
With the renter of the building in Den Helder is agreed that invest-
to the District of Longwy for an amount of € 100 000. That
ments of € 450 000 in the interior of the cinema will be settled by
amount is blocked on a bank account of the Company.
means of 6 yearly rent increases.
Utopia SA guarantees the reimbursement of the loan of
The rental obligation with respect to the new cinema Utopolis
€ 3 900 000 contracted by its subsidiary Utopolis Longwy SAS
Almere amounts to € 907 560 per year starting from 2004 until
with Dexia BIL. This guarantee expires on December 31, 2013.
2014. The Dutch companies also guarantee rent-contracts for a
The amount of the guarantee is reduced after each reimburse-
total amount of € 442 894.
ment. Utopolis Longwy SAS has granted a mortgage on the
Longwy building; the outstanding principal amount of that
In view of its expansion planned in Holland, Utopia Nederland
loan equals € 3 285 000 on December 31, 2004.
Beheer BV signed purchase contracts for sites in Emmen, Tilburg
and Dordrecht under conditional clauses of being granted the
Utopia Nederland Beheer BV has granted several mortgages
necessary building permits.
to Rabobank Almere and SNS Bank on the buildings and land
owned in Zoetermeer, Lelystad and Oss for a total amount of
For the new cinema in Dordrecht, Utopia Nederland Beheer BV
€ 6 471 418. The equipment of Utopia Nederland Beheer BV
has agreed to pay a yearly amount of € 120 000 for the reserva-
and its subsidiaries are also pledged.
tion of the land. This amount will be paid for four years and will
These mortgages cover three loans for the building and
be deducted from the purchase price. The date of the first pay-
furnishing of the cinemas in Zoetermeer, Oss and Lelystad
ment was September 1, 2002.
(outstanding principal amount as per December 31, 2004
€ 2 119 155). Furthermore the Dutch companies of the Group are
The company has investment liabilities with respect to these new
co-debtor of all the above mentioned loans. A pledge on 50 % of
cinemas to be built amounting € 4 500 000 with a conditional
the shares of Utopolis Hengelo held by Utopia Nederland BV has
promise for the receipt of the construction licence.
33
(ACTIVITY REPORT
ACTIVITY REPORT
Financial results
The business turnover amounted to € 14,3 million, compared to €
11,5 million the previous year, a 25,1 % increase.
The result before taxes of your company’s ordinary activities
increased to € 3 026 546.
Compared to the equivalent result of 2003 (i.e. not taking
into account the exceptional depreciation of € 1,6 million
on the Longwy operations) this means an increase of
€ 928 919 or 44,3 %.
This splendid result reflects the impact of the restructuring efforts
since 2002 as well as the increase in rent-revenues.
Your company ended the financial year 2004 with a net profit of
€ 2 118 582 compared to € 397 444 the previous year. The company’s net cash-flow amounts to € 3,28 million, equal to the result in
2003.
The available cash reserve at the end of 2004 grew with
70,5 % compared to 2003 to € 4 906 480. This status
has been influenced by the following elements:
• a fine result for ordinary activities
Release SpongeBob Squarepants Movie (L)
∑• a reduction of the outstanding loans to Utopia Belgium
• a new loan to Utopia Nederland in order to finance the
construction of Utopolis Almere and the refurbishment
of Utopolis Hengelo
• the renovation investments in Utopolis Kirchberg.
This sound financial situation thus allows the company to
pursue the coherent development of its activities and to increase
its dividend.
The company currently holds 3 753 of its own shares, which
Activities
amounts to € 112 816 and for which a special reserve had been
In 2004, Utopia focussed primarily on the launching of the
created.
new house-style ‘movies, moments & more’, developed for the
integration of the group throughout the different territories.
Profit allocation
Management also concentrated on the opening of the new
Since there is no profit to be brought forward, the available
site in Almere as well as on the conversion of the old Almere
profit amounts to the result of 2004, i.e. € 2 118 582.
site to a ‘Ciné Utopia’. Furthermore management dealt with
the purchase of the remaining 50 % of the shares of ‘Bios-
The dividend policy being linked to the group’s performance,
cooponderneming Bellevue bv’ and the restructuring of its
its financial situation and its perspectives, the Board of Direc-
Hengelo site.
tors proposes to increase the gross dividend by 11 % from
Please refer to the consolidated report as to the activities and
€ 0,90 to € 1,00 and to allocate the remaining result to the
perspectives in conjunction with the foreign branches of
other reserves.
Utopia SA.
Thus, the Board of Directors proposes to allocate the available
Although the closing of ‘Ciné Cité’ in the city centre of Luxem-
profits as follows:
bourg resulted in reducing the perimeter, the year 2004 was
marked by an increase in ticket sales in the Grand-Duchy of
• legal reserve
€
105 929
Luxembourg. Thus the ordinary result of Utopia S.A. reaches
• dividend
€
1 165 395
an all time high for the group, reflecting fully the effects of the
• other reserves
€
792 708
reorganisation efforts since 2002.
• special reserve (fortune tax)
€
54 550
As announced in the Annual Report of 2003, Utopia took the
• TOTAL
€
2 118 582
lead in the digital evolution which is currently changing the
cinema business. Utopolis Kirchberg was the first cinema in
The total amount of the dividend amounts to € 1 165 395
Europe to be equipped with 3 digital projectors. This made it
(1 165 395 shares * € 1,00 = € 1 165 395) which are taken from the
possible to show all sorts of alternative content to the audi-
available profits. The rest of the available profit is allocated to
ence and to experience on site the technical future of cinema.
‘other reserves’, which thus increase from € 1 598 839 to
Your company thus takes rapid advantage of the technological
€ 2 391 547.
changes going through in the cinema business without losing
focus on the core activity of the company. For instance your
The gross dividend of € 1,00 amounts to a net dividend of
company has been able to show the documentary ‘Heim ins
€ 0,80 per share.
Reich’, which became a top 10 franchise in 2004 in Luxembourg.
Specifics for dividend payments will be announced at the end
of our ordinary general meeting on March 24, 2005.
35
(ACTIVITY REPORT
Perspectives
In 2005, Utopia will essentially focus on further improving its productivity and reducing its operating costs. Within this framework,
Utopia will pursue the exploitation of additional activities and
alternative content.
Thus your company will be able to concentrate on the further development and improvement of its two major sites in Luxembourg,
Ciné Utopia Limpertsberg and Utopolis Kirchberg, preparing the
latter for its 10th anniversary in 2006.
Furthermore, the company continues to follow the developments of
the Belval-Ouest industrial site in order to be able to finalize at the
right time its long going project of a new multiplex in the southern
part of the Grand-Duchy.
By staying on top of all these evolutions, your company will be
even better prepared to meet the expectations of its various audiences, as well as the profitability objectives of its shareholders.
The Board of Directors
Luxembourg, March 3, 2005.
Joaquin Phoenix in The Village
REPORT OF THE
INDEPENDENT AUDITORS
To the Shareholders of Utopia SA
Following our appointment by the General Meeting of the
Shareholders dated March 25, 2004, we have audited the annual accounts of Utopia SA for the year ended December 31,
2004, and have read the related management report. These
annual accounts and the management report are the responsibility of the Board of Directors (the Management). Our responsibility is to express an opinion on these annual accounts based
on our audit and to check the consistency of the management
report with them.
We conducted our audit in accordance with International
Standards on Auditing. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the annual accounts are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the annual accounts. An audit
also includes assessing the accounting principles used and
The management report is in accordance with the
significant estimates made by management, as well as evaluating
annual accounts.
the overall annual accounts presentation. We believe that our
audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers SARL
Luxembourg, March 8, 2005
In our opinion, the attached annual accounts give, in
conformity with the Luxembourg legal and regulatory
Réviseur d’entreprises
requirements, a true and fair view of the financial position
Represented by
of Utopia SA as of December 31, 2004 and of the results of its
operations for the year then ended.
Luc Henzig
37
(BALANCE SHEET
ASSETS
2004
2003
0
0
0
0
7 687 454
8 214 704
6 428 928
7 040 032
Plant and machinery
615 799
801 877
Furniture, fittings, tools and equipment
608 835
372 795
33 892
0
24 447 704
24 647 704
Shares in affiliated undertakings
23 127 488
23 127 488
Loans to affiliated undertakings
1 200 000
1 400 000
112 816
112 816
7 400
7 400
32 135 158
32 862 408
32 163
46 784
32 163
46 784
Non-Current Assets
Intangible Assets
Concessions, patents, licences
Property, plant and equipment
Land and buildings
Advances paid on tangible assets and tangible assets
under construction
Financial assets
Own shares
Other financial assets
TOTAL NON-CURRENT ASSETS
Current Assets
Inventory
Finished goods and goods for resale
Trade and other receivables
Crew Mechelen (B) at the Incredibles release
2 921 093
2 622 967
Trade receivables
661 605
764 101
Other receivables
475 053
452 330
1 784 435
1 406 536
4 906 480
2 876 980
35 338
53 096
7 895 074
5 599 827
40 030 232
38 462 235
Amounts owed by affiliated undertakings
Cash at bank and in hand
Deferred charges and accrued income
TOTAL CURRENT ASSETS
TOTAL BALANCE
EQUITY AND LIABILITIES
2004
2003
Issued Capital
5 826 975
5 826 975
Share Premium
20 588 973
20 588 973
3 034 066
3 685 478
Legal reserve
357 924
331 859
Special reserve
964 487
799 287
112 816
112 816
1 598 839
2 126 843
0
314 673
29 450 014
30 101 426
2 118 582
397 444
1 042 520
561 220
669 688
122 805
372 832
438 415
4 375 284
5 104 950
4 375 284
5 104 950
5 417 804
5 666 170
2 964 491
2 233 015
666 324
585 631
1 230 109
0
Trade payables
805 831
1 458 576
Other payables, including tax and social security
262 227
188 808
79 341
64 180
3 043 832
2 297 195
40 030 232
38 462 235
Captital and reserves
Reserves
Reserve for own shares
Other reserves
Profit carried forward
TOTAL CAPITAL AND RESERVES
NET RESULT FOR THE YEAR AVAILABLE FOR APPROBATION
Non-Current Liabilities
Provisions for liabilities and charges
Provision for taxation
Other provisions
Amounts due and payable after more than one year
TOTAL NON-CURRENT LIABILITIES
Current Liabilities
Amounts due and payable within one year
Amounts due to affiliated undertakings
Accrued charges and deferred income
TOTAL CURRENT LIABILITIES
TOTAL BALANCE
39
(INCOME STATEMENT
2004, 2003 ,
Net turnover
14 346 371
11 470 432
-14 621
7 005
188 692
1 803 623
Other external charges
-7 264 994
-6 736 784
Gross profit
7 255 448
6 544 276
-1 739 020
-1 903 690
-245 336
-219 685
-1 160 860
-1 280 651
-891 489
-847 800
0
-1 599 990
Change in inventory for finished goods
Other operating income
Staff costs
wages and salaries
social security costs
Value adjustments in respect of formation expenses
and tangible and intangible fixed assets
Other operating charges
Value adjustments in respect of financial assets
Other interest receivable and similar income
81 717
110 670
-273 914
-305 493
3 026 546
497 637
Tax on profit on ordinary activities
-907 964
-133 653
Profit on ordinary activities after taxation
2 118 582
363 984
Extraordinary income
0
73 243
Extraordinary charges
0
-26 713
Extraordinary profit
0
46 530
Tax on extraordinary profit
0
-13 070
2 118 582
397 444
Interest payable and similar charges
Profit on ordinary activities
Release Kill Bill
Profit for the financial year
NOTES TO ACCOUNTS
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
NOTE 1 – GENERAL
2.1 General policies
The financial statements are prepared in accordance with the
Utopia S.A. (‘the Company’) has as its main objective the pur-
Luxembourg legal and regulatory requirements and generally
chase, the sale, the distribution, the renting, the projection and
accepted accounting methods and presented in accordance
the production of movies as well as the rendering of all kind of
with the dispositions of the law of August 10, 1915, as modified,
services or other commercial, financial and property operations
about commercial companies.
which can be related directly or indirectly to the main objective.
2.2 Foreign currency translation
During the year, transactions, income and expenses expressed
The Company has been incorporated on December 29, 1988 as a
in currencies other than Euro are translated into Euro at the
private limited liability company (‘société à responsabilité lim-
exchange rates prevailing at the date of the transaction.
itée’) and has been transformed into a public limited company
(‘société anonyme’) by an Extaordinary Shareholders’ Meeting
At the end of the year, assets and liabilities expressed in cur-
held on February 10, 1994.
rencies other than Euro are translated into Euro at the exchange
rate prevailing at the end of the financial year.
The accounting year begins on January 1 and ends on
December 31.
Exchange losses resulting from those conversions are recorded
in the income statement.
The Company establishes consolidated accounts for the year
ended December 31.
2.3 Property, Plant and Equipment
All property, plant and equipment is recorded at historical cost
Its registered office is located at: L-1855 Luxembourg, avenue
less accumulated depreciations. Cost includes the purchase
J.F. Kennedy 45.
price and other direct acquisition costs less the grants or
subsidies received.
The Company is listed on the Luxembourg Stock Exchange.
Tangible assets are depreciated using the straight-line method
The Board of Directors has approved the financial statements
over the estimated useful life of the assets. The rates used are as
for issuance on March 3, 2005.
follows:
Buildings
Plant and machinery
4%
-
20 %
10 %
-
33 %
8%
-
33 %
Other fixtures and fittings,
tools and equipment
41
(NOTES TO ACCOUNTS
Land is not depreciated as it is deemed to have an infinite life.
The tangible assets under construction or advances paid for the
acquisition of tangible assets are not depreciated.
When the Company considers that a tangible asset is subject to
a permanent value adjustment, an extraordinary depreciation is
recorded in order to reflect this impairment.
2.4 Financial assets
Financial assets are valued at the lower of acquisition cost (acquisition charges included) or net realisable value determined with
prudence and good faith by the Board of Directors on the basis of
the last available financial statements on the balance sheet date.
2.5 Inventory
Inventory is valued individually at the lower of cost and net
realizable value. If deemed necessary, additional value adjustments
are recorded in order to take into account the obsolescence of the
elements composing the inventory.
2.6 Trade and other receivables
Trade and other receivables are carried at their nominal value less
impairment losses. An estimate is made for doubtful receivables
based on a review of all outstanding amounts at year-end. Bad
debts are written off during the year in which they are identified.
Jean Reno at the release of Les Rivières Pourpres
2.7 Deferred charges and accrued income
This account includes expenses recorded before the balance sheet
date but chargeable to the following year or income recorded
before balance sheet date but payable by the debtor in the
following year.
2.8 Trade and other payables
Trade and other payables are stated at cost.
2.9 Provisions for liabilities and charges
2.10 Accrued charges and deferred income
Provisions are recognized in the balance sheet when the
This account includes income received before the balance sheet
Company has a present obligation as a result of a past event; it
date but chargeable to the following year or charges recorded
is probable that an outflow of resources embodying economic
before the balance sheet date but payable by the Company in
benefits will be required to settle the obligation, and a reliable
the following year.
estimate of the amount of the obligation can be made.
The amount recognized as a provision is the best estimate of the
expenditure required to settle the present obligation at the
NOTE 3 – PROPERTY, PLANT AND EQUIPMENT
balance sheet date.
Movements in the tangible assets during the year can be detailed
as follows:
Land and
buildings
Plant
and
machinery
Other fixtures
and fittings,
tools and
equipment
Advanced paid on
tangible assets and
tangible assets
under construction
Total
Gross
Additions
13 762 934
3 369 850
1 745 172
62 679
18 940 635
167 921
26 808
404 989
33 892
633 610
-62 679
-62 679
Disposals
Transfers
13 930 855
3 396 658
2 150 161
33 892
19 511 566
6 722 902
2 567 973
1 372 377
62 679
10 725 931
779 025
212 886
168 949
Depreciation
Depreciation for the year
1 160 860
Transfers
Disposals
-62 679
-62 679
7 501 927
2 780 859
1 541 326
0
11 824 112
6 428 928
615 799
608 835
33 892
7 687 454
7 040 032
801 877
372 795
0
8 214 704
Net book value
43
(NOTES TO ACCOUNTS
NOTE 4 – FINANCIAL ASSETS
4.1. Participations
Participations held in excess of 20 %:
Percentage of
the capital held
Directly and
indirectly
%
Extracted data from the last available
annual accounts
Annual
accounts
closed at
Currencies
Shareholders’
equity based
on the last accounts
Result of
the year
(result of the year included)
UTOPIA BELGIUM SA
100 %
31.12.2004
€
7 665 170
239 545
UTOPOLIS LONGWY SAS
100 %
31.12.2004
€
1 841 055
-212 552
100 %
31.12.2004
€
4 685 414
-585 596
UTOPIA NEDERLAND
BEHEER BV
4.2. Loans to affiliated companies or undertakings
The loans to its subsidiaries are mainly composed of loans towards
Utopolis Belgium and Utopia Nederland Beheer.
NOTE 5 – SUBSCRIBED CAPITAL
At year-end the subscribed capital amounts to € 5 826 975 and is
represented by 1 165 395 shares without nominal value.
The authorised capital equals € 8 956 835.
NOTE 6 – LEGAL RESERVE
year 2002
net worth tax
€
38 785
allocation
€
193 925
net worth tax
€
33 040
allocation
€
165 200
The Company is required to transfer a minimum of 5 % of its net
year 2003
profit for each financial year to a legal reserve.
This requirement ceases to be necessary once the balance of
the legal reserve reaches 10 % of the issued share capital.
The legal reserve is not available for distribution except in the
The total amounts to € 964 487 as at December 31, 2004.
case of the liquidation of the Company.
NOTE 8 – RESERVE FOR OWN SHARES
NOTE 7 – SPECIAL RESERVE: NETWORTH TAX
During the year 2002, the Company has acquired own shares
Until December 31, 2001, the special reserve has been constitut-
for an amount of € 112 816. According to the law, the Company
ed based on article 174bis of the corporate tax law of Decem-
has recorded a reserve for own shares for the same amount.
ber 23, 1997. The reserve amounts to five times the annual net
worth tax deducted from the corporate income tax and is not
distributable for five years subsequent to the year in which the
NOTE 9 – RESULTS BROUGHT FORWARD
deduction was made.
At December 31, 2004, the movements on ‘results brought
As from January 1, 2002 on, the Company reduced the net worth
forward’ can be detailed as follows:
tax liability in accordance with the new tax law in force. In
order to comply with the law, the Company decided to allocate
Results brought forward at December 31, 2003
an amount that corresponds to five times the amount of reduc-
Result for the year 2003
397 444
tion of the net worth tax as a special reserve. This reserve is not
Reduction of other reserves
528 004
distributable for a period of five years from the year following
Allocation to the legal reserve
-26 065
the one during which the net worth tax was reduced.
Allocation to the special reserve: networth tax
Dividends distribution
year 1999
year 2000
year 2001
net worth tax
€
23 964
allocation
€
119 819
net worth tax
€
41 144
allocation
€
205 721
net worth tax
€
55 964
allocation
€
279 822
314 673
-165 200
-1 048 856
Results brought forward at December 31, 2004
0
The allocation has been decided during the Annual General
Meeting held on March 25, 2004.
45
(NOTES TO ACCOUNTS
NOTE 10 – OTHER PROVISIONS
At December 31, 2004, other provisions can be detailed
as follows:
Provision for tax dispute
Other provisions
2004
2003
365 643
365 643
7 189
72 772
372 832
438 415
NOTE 11 – AMOUNTS DUE AND PAYABLE AFTER MORE THAN
ONE YEAR
Amounts due to credit institutions repayable after more than one
year amount to € 4 375 284 including € 2 029 606 repayable after
5 years. All loans are fixed interest rate loans except for one loan
for which the interest rate will be revised in 2006.
NOTE 12 – AMOUNTS DUE AND PAYABLE WITHIN ONE YEAR
At December 31, 2004, other payables can be detailed as follows:
Utopia Group cinema vouchers (B-L)
2004
2003
VAT and salary taxes
113 986
85 222
Social security
60 459
59 805
Wages and salaries to pay
71 991
26 081
Other creditors
15 791
17 700
262 227
188 808
NOTE 13 – NET TURNOVER
NOTE 16 – OFF BALANCE SHEET COMMITMENTS
The net turnover can be detailed as follows:
The Company has granted to several financial institutions mortgages on land and buildings leased or owned by the Company
2004
2003
as a guarantee for three loans with a total outstanding principal amount of € 4 607 730 on December 31, 2004.
Turnover movies
8 244 459
7 346 081
Turnover on consumption
2 539 203
2 214 911
The Company has leasing commitments for technical installa-
Turnover stores rent
717 789
713 925
tions with a maturity date in 2007 and 2008. At December 31,
Turnover advertising
863 375
803 916
2004 the amount outstanding equals €1 238 763.
1 981 545
391 599
Turnover others
The Company guarantees DEXIA BIL the reimbursement of the
14 346 371
11 470 432
loan contracted by its subsidiary Utopolis Longwy SAS. This
guarantee amounts to € 3 900 000 and has a term of twelve
years, i.e. with a maturity date of December 31, 2013. The
NOTE 14 – STAFF EMPLOYED BY THE COMPANY
amount of the guarantee is reduced after each reimbursement.
On December 31, 2004 it amounted to € 3 285 000.
During the year 2004, the Company employed in average 36
full time staff (2003: 32) and 58 part time staff (2003: 62).
Utopia SA has granted a joint and several guarantee to ING
Bank Belgium for the reimbursement of a loan contracted by its
For the financial year 2004, the social security contributions
subsidiary Utopolis Belgium. This guarantee amounts to
covering the pensions amount to € 133 378 (2003 € 147 112).
€ 1 200 000 and will expire on March 15, 2005.
NOTE 15 – REMUNERATION PAID TO THE BODIES OF THE
COMPANY
No remuneration was allocated to the administrative bodies of
the Company.
The Company has not granted any advances or loans nor guarantees to the members of the bodies of the Company.
47
(COLOFON
EDITING
Anthonissen & Associates (www.anthonissen.be)
IMAGES
Utopia Group
KFD
Image.net
ARTWORK
volta (www.volta.be)
RESPONSIBLE PUBLISHER
Boudewijn Muts
45, Avenue J.F. Kennedy
L-1855 Luxembourg

TABLE OF CONTENTS

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