Annual Report 2004

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Annual Report 2004
n.v. holdingmaatschappij
de telegraaf
Basisweg 30, 1043 AP Amsterdam
PO Box 376, 1000 EB Amsterdam
+31 20 - 585 9111
This annual report is available in English at
http://www.telegraafholding.nl
For more information:
[email protected]
contents
4
annual report
4
5
6
Composition of the Managing Board
Composition of the Supervisory Board
Report of the Supervisory Board
to Shareholders
Consolidated key figures
Preface from the chairman
of the Managing Board
• Prospects
Consolidated data
Publishing activities
• National newspapers
• Regional daily newspapers
• Door-to-door publications
• Magazines
Other activities
In-house facilitating companies
Participations
(Dutch) Corporate Governance Code
9
11
14
15
21
21
24
26
27
29
31
33
37
32
41
42
43
47
52
54
56
58
59
annual accounts
Consolidated balance sheet
Consolidated profit and loss account
Principles of consolidation, valuation
and determination of the result
Notes to the consolidated balance sheet
Notes to the consolidated profit
and loss account
Cash flow statement
Balance sheet of
N.V. Holdingmaatschappij De Telegraaf
Profit and loss account of
N.V. Holdingmaatschappij De Telegraaf
Notes to the balance sheet
and profit and loss account
64
64
66
67
68
70
72
76
82
84
other data
Auditors’ report
Post balance sheet events
Legal/profit appropriation as provided for
in the articles of association
Special rights under the articles
of association
Publications and activities of
De Telegraaf company as of January 2005
Report for the year 2004 of Stichting
Administratiekantoor van aandelen
N.V. Holdingmaatschappij De Telegraaf
International Financial Reporting
Standards (IFRS)
Key figures as of balance sheet date
Management subsidiaries january 2005
4
ANNUAL REPORT
2004
composition of
the managing board
As of 1 January 2005, the management profile
changed from a group management without
a chairman to a Managing Board with a
chairman. A.J. Swartjes has been appointed
chairman as of that date.
A.J. Swartjes (1949)
CEO/Chairman
Mr A.J. Swartjes has been director since 1 January
1991, after having occupied several positions
in the company since 1978. During the period
from 1974 to 1978 he was attached to Reader’s
Digest and to Colgate/Palmolive.
Mr Swartjes studied economics at the Erasmus
University in Rotterdam.
F.Th.J. Arp (1954)
CFO
Mr F.Th.J. Arp became director of the company
on 1 July 1997. From 1991 to 30 June 1997, he
was one of the partners of Deloitte & Touche
Accountants. Prior to this, he was already active
in the field of accountancy.
Mr Arp studied business economics and
accountancy at the Erasmus University in
Rotterdam.
W.O. Kok (1961)
COO
Mr W.O. Kok was appointed director on
1 January 1999. He has been in the employ
of De Telegraaf since 1986 and held several
positions, including those of manager of the
Amsterdam newspaper printing companies and
Deputy General of the technical department.
Mr Kok studied engineering at the Technical
College in Amsterdam and economics at the
University of Amsterdam.
J. Olde Kalter (1944)
Member of the Managing Board
Mr J. Olde Kalter was appointed director on
1 January, 1995. Prior to this Mr Olde Kalter
has held various positions within the company
and in the course of his career was temporarily
based in the United States.
Mr Olde Kalter is a University of Utrecht law
graduate, and editor-in-chief of daily newspaper
De Telegraaf.
ANNUAL REPORT
2004
5
composition of
the supervisory board*
A.J. van Puijenbroek,
chairman
Age
Nationality
Position
Additional functions
Initial appointment
Current term
57 years
Dutch
Director N.V. Exploitatiemaatschappij Van Puijenbroek
Supervisory Board member Media Groep Limburg B.V.
Chairman Stichting Beheer van prioriteitsaandelen
N.V. Holdingmaatschappij De Telegraaf
15 - 05 - 1975
2003 - 2007
W.H. Charles,
vice chairman
Age
Nationality
Additional function
Initial appointment
Current term
71 years
Dutch
Supervisory Board member Media Groep Limburg B.V.
15 - 06 - 1994
2002 - 2005
H.L. Weenen,
secretary
Age
Nationality
Initial appointment
Current term
60 years
Dutch
26 - 06 - 1980
2004 - 2008
Mrs M. Tiemstra
Age
Nationality
Position
Initial appointment
Current term
50 years
Dutch
Member of the Managing Board of Achmea-Eureko
05 - 06 - 2003
2003 - 2007
L.G. van Aken
Age
Nationality
Additional functions
63 years
Dutch
Member of the Managing Board of Stichting Beheer van
prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf
Member of the management of Stichting
Administratiekantoor Boekanier
Member of the management of Stichting Administratiekantoor van aandelen in H.J. Wols Holding B.V.
Chairman of Stichting-Telegraafpensioenfonds 1959
30 - 05 - 2002
2002 - 2006
Initial appointment
Current term
W. van Voorden
Age
Nationality
Position
Additional functions
Initial appointment
Current term
* as of 31 December 2004.
62 years
Dutch
Chairman of CTZ (College Toezicht Zorgverzekeringen)
Emeritus professor at Erasmus University Rotterdam
Emeritus professor at University of Tilburg
Supervisory Board memberships at Batenburg Beheer N.V.
E.I.M. Groep B.V.
04 - 06 - 1997
2001 – 2005
6
ANNUAL REPORT
2004
report of the supervisory board
to shareholders
We hereby present the report, the balance
sheet as of 31 December 2004 and the profit and
loss account over 2004 with the explanations as
formulated by the Managing Board.
The financial statements have been audited and
approved by Deloitte Accountants B.V. in
Amsterdam, as is apparent from the certification,
which is included in this report. The financial
statements were discussed with the auditor
during the annual meeting and subsequently
adopted by us.
In accordance with the proposal by and the
approval of the shareholders’ general meeting
on 7 April 2004, Mr H. L. Weenen was reappointed to the Supervisory Board of N.V. Holdingmaatschappij De Telegraaf. The vacancy with
regard to the resignation of Mr W. Overmars
was not filled, in accordance with the decision
of Stichting Beheer van prioriteitsaandelen
N.V. Holdingmaatschappij De Telegraaf.
The Supervisory Board has met the Managing
Board seven times during the past year and has,
among other things, devoted attention to organization and strategy, the risks connected with
the company, and financial matters, including
dividend policy. During the year under review
particular attention was given to the participation in the Brouwer Groep, new projects
including the Sunday edition of De Telegraaf
and the intended participation in a magazine
publishing company in the Ukraine and the
implementation of the conditions from the
Dutch Corporate Governance Code. We have
discussed the desired profile, the composition
and competences of the Supervisory Board of
N.V. Holdingmaatschappij De Telegraaf. In two
meetings we have deliberated with Deloitte.
At a meeting in which the Managing Board did
not participate, we have reviewed our own performance, the relationship with the Managing
Board and the control model, composition and
performance of the Managing Board, as well
as remuneration policy and policy concerning
conditions of employment.
During the year under review, one of the
members of the Supervisory Board attended a
meeting with the Central Works Council.
We have drawn up a code in which, among
other matters, our operating procedure and our
interaction with the Managing Board, general
meeting of shareholders and the Central Works
Council have been included. The code is shown
on the website of N.V. Holdingmaatschappij
De Telegraaf (www.telegraafholding.nl).
The Supervisory Board deviates from best
practice condition III.2.1. “Independence of
the Supervisory Board with the exception of a
maximum of one person” of the Dutch
Corporate Governance Code. The Supervisory
Board consists of six persons, of whom
Mr L. G. van Aken (until 2002 a director of
N.V. Holdingmaatschappij De Telegraaf) and
the undersigned (manager of a corporate body
which owns at least 10% of the shares of N.V.
Holdingmaatschappij De Telegraaf) are nonindependent under the definition in the Code.
ANNUAL REPORT
We have not set up committees (auditing,
remuneration and selection and appointment
committees) in accordance with the content
of best practice condition III.5 from the Dutch
Corporate Governance Code. Because of the
involvement of the Supervisory Board members,
the diverse expertise and the nature and size
of N.V. Holdingmaatschappij De Telegraaf, we
decline to set up these committees. These subjects are dealt with by the complete Supervisory
Board in its meetings.
The general meeting of shareholders will be
asked on 20 April 2005 to determine the emolument policy of the Managing Board. No remuneration report was drafted over the past year
because the emolument policy has yet to be
formally determined. The terms of employment
remained unchanged in the past year.
We would like to express our appreciation to
the Managing Board and the employees for the
way in which they have performed their duties
in 2004.
2004
7
We recommend that:
1. The annual accounts for 2004 be approved in
accordance with the documents presented.
2. The Managing Board be discharged from
responsibility for the policy implemented
during 2004.
3. The Supervisory Board be discharged from
responsibility for the supervision conducted
in 2004.
4. The dividend for the financial year 2004 per
share of € 0.25 par value be nominally fixed
at € 0.30 in cash (2003: € 0.11 in cash per
share of € 0.25 par value).
5. The dividend be made payable on 29 April
2005 at ABN-Amro Bank N.V. in Amsterdam.
On behalf of the Supervisory Board,
A.J. van Puijenbroek, Chairman
Amsterdam, 16 March 2005.
ANNUAL REPORT
2004
9
consolidated key figures
n.v. holdingmaatschappij
de telegraaf
2004
2003
686,853
683,556
16,171
39,276
7,325
23,876
Financial revenue and charges
21,952
-49,429
Pre-tax result from ordinary trading
29,276
-25,553
7,510
1,321
21,766
-26,874
359
1,109
22,125
-25,765
6,375
-25,765
In thousands of euros, unless otherwise stated.
Net turnover
Operating profit before depreciation of goodwill
and other value adjustments of goodwill
Operating result
Company tax on result from ordinary trading
Result after tax
Share third-parties
Net result
Proposal (proposition) result appropriation (not accounted for in the annual accounts):
To the credit of/to the debt of reserves
15,750
-
-
5,775
71%
p.m.
64,970
62,172
€ 0.42
- € 0.49
Cash flow from operational activities
€ 1.24
€ 1.18
Dividend
€ 0.30
€ 0.11
4,316
4,357
Dividend pay-out (from result)
Dividend pay-out (charged to reserves)
Pay-out ratio
Cash flow from operational activities
Per share:
Result
Number of employees at year-end (FTE)
ANNUAL REPORT
2004
11
preface from the chairman
of the managing board
Under continuing difficult market circumstances
N.V. Holdingmaatschappij De Telegraaf has
realized the predicted result in 2004. With a
realized turnover of € 687 million (2003:
€ 684 million), a net result of € 22.1 million
(2003: net loss of € 25.8 million) was achieved.
However, the quality of the profit differs
from what was originally expected. The net
result was achieved with an almost constant
advertising turnover (while a growth of 5%
had been expected) and a growth in the
circulation turnover of less than 1% (including the advertising and circulation turnover
of the Sunday newspaper of De Telegraaf).
The improvement of the result was therefore
mainly achieved through further cost measures, with a practically neutral balance of
incidental income and expenditure and
considerable provisions for reorganizations.
The total advertising volume of the daily newspapers was once again lower in 2004, particularly
at the regional dailies. At the free door-to-door
papers, advertising turnover was about the
same as in 2003, and lower for the magazines.
Circulation also came under pressure across the
full width of the organization. The daily newspapers saw a slight decline. As is always the
case in economically difficult times the so-called
pass-on factor (for example lending the paper
to neighbours) increased strongly. In itself,
however, this phenomenon is beneficial for the
reach of dailies among the Dutch population.
In the magazine sector, the single-copy sales of
the existing titles in particular faced difficulties.
The effect of the strong growth in the number
of new titles in the magazine market is felt here.
Under these market circumstances further cost
reductions were inevitable. Across the group,
considerable economy and optimization efforts
were realized, and new projects, automation
projects, personnel costs and number of FTEs
were dealt with in a very cost-conscious way.
New reorganization plans have also been announced. In addition, providing further insight
into cost prices of the in-house facilitating companies Telegraaf Media ICT, Telegraaf Drukkerij
Groep and DistriQ, is bearing fruit.
That a positive result could be achieved under
the prevailing market circumstances, is also due
to the results of the policy which was initiated
in 2001. At the start of the period of economic
decline, three fundamental policy items were
formulated: optimization, innovation and internationalization. These basic principles form the
spearheads in a policy which should lead to
accentuating processes and activities, taking new initiatives within existing activities and
exporting existing knowledge to new markets.
All this with the objective of structurally lowering costs, becoming less dependent on present
activities, becoming less vulnerable to changes
in external factors, giving existing activities
more dynamics and accelerate new initiatives
which should lengthen the life cycle of existing
activities.
At all the subsidiaries examples can be given of
the positive effects which the process of
optimization and innovation has produced. At
the daily newspaper De Telegraaf for example,
the introduction of the Sunday newspaper has
led to gains in the share of both the circulation
and the advertising market, while the new online classified advertisements site Speurders.nl
has also developed successfully with a database
12
ANNUAL REPORT
2004
of more than 750,000 products at the end of
2004. With a broad innovative policy, Sp!ts
increasingly defined the position of ‘second
largest newspaper in the Netherlands’. At the
publishers of the regional daily newspapers,
large restructuring processes have been started,
while activities aimed at the retention of existing
subscribers, readers and advertisers, have
continued to receive full attention. At the same
time, the search for new sources of income was
continued.
At the publishers of door-to-door papers a
process of optimization, increase in scale and
limitation of the workforce has begun, but also
of innovation by introducing new titles and
publications aimed at specific publication target
groups, in which the digital equivalent also
plays an important part.
At the Telegraaf Tijdschriften Groep (TTG)
growth should especially evolve from the introduction of new titles aimed at specific target
groups, such as CosmoGIRL!, Starstyle and
Modern Country. The internationalization of
the activities of TTG is bearing fruit. The turnover of TTG Sweden increased, also through
the introduction of new titles and an increase
in subscribers to most titles.
The basic policy priciples of optimizing, innovating and internationalizing also represented the
base of operational management in 2004 and
will therefore be made further comprehensive.
In the realization of these matters, a distinction
is made in accordance with the different types
of media in which the group is involved:
• Daily newspapers
The exploitation of daily newspapers is a very
essential element for the results of the group.
In the past, a choice was almost invariably
made to improve the added value in the areas
of topicality, service, size, colour and content.
Until the turn of the century, the costs
involved in that improvement, were always
generously redeemed. Because of the economic
decline, but also because of alternative flows
of information, circulations are now under
pressure and for years now, the ‘traditional’
added values can be passed on insufficiently
to readers and advertisers. In addition, new
initiatives in the area of the Internet still hardly
supply a significant contribution.
Therefore, in order to guarantee the continuity of the daily newspaper publishing
companies, the ‘old’ added values must be
scrutinized more critically than ever, and,
if need be, reduced in such a way that the
money which is thus released, can partly be
used to continue to develop the new added
values, mainly in the digital and internet area,
but also in the area of books and dvd’s, for
example.
For this purpose, a separate project will be
introduced with a double objective: market
conformity in every detail and obtaining
more operational steering possibilities for the
publisher. In due course, this will lead to a
multi-media value package, for which a realistic price can be asked once more. The printed
product remains the most important engine
in generating turnover and profit, particularly
if the economy improves again, but from a
content point of view, it will be more than
ever necessary to work in a medium-inde-
ANNUAL REPORT
pendent and multimedia way. The promotion
possibilities, the know-how and the position
of the brand play an important part in market
share and exploitation.
It is the obvious case for the regional daily
newspapers that this new added value will
have to be mainly found in the regional/local
sector.
2004
13
market player (after the balance sheet date).
In addition, digital know-how is opened up
through the Informatiefabriek (a participation of Bongers Beheer), which is important
because in due course, door-to-door papers
will also have to embrace the digital world
more strongly, both journalistically and in
advertising.
• Other media types
• Magazines
Magazines are tied to national culture to
a lesser degree than daily newspapers and
therefore lend themselves better to internationalization efforts. New titles, acquisitions
and/or joint ventures at home and abroad are
necessary to give meaning to retention or, as
the case may be, growth of the share in media
consumption. Magazines will not be able to
avoid making more intensive digital efforts,
linked or not tied to the brand, such as the
case may be. Here too, the promotion possibilities, the know-how and the position of
the brand offer extra opportunities in favour
of the market share and exploitation.
• Door-to-door papers
In the present timespan, knowledge of local
content and its exploitation is very valuable.
The consumer is offered free information
from all sides, but proper local information
is relatively scarce. The cost-conscious and
active marketing of this information, both
journalistically and in advertising, is the great
challenge for the door-to-door papers. Scale
is an important factor in this respect: at
De Trompetter this was improved by taking
over Bongers Beheer B.V., an important
The 27% share of the Telegraaf group in
SBS Nederland was also profitable in 2004.
Together with the majority shareholder,
developments in pay-tv, decoders and digital
television are now being looked at. Regretfully, right up to the present day, the government hardly offers daily newspaper publishers
any possibilities to manifest themselves in
the area of television and thus somewhat
compensate for the decline in the area of
printed media in any way. In addition, the
group is active in the area of internet, teletext
and (mobile) telephone services. Here too, it
will be necessary to efficiently respond to the
changing demands in the market.
After an evaluation of the strategic progress
made in the past years, a start was made in
mapping out a route for the coming three to
five years. Thus, in the autumn of 2004, a new
operating profile was introduced (a Managing
Board with a chairman) with a clear division
of tasks. In addition, a change of name of the
group has been prepared, as yet to be approved
by the shareholders. The new name, Telegraaf
Media Groep, provides a better reflection of the
(potential) activities and can be managed better
from an international view.
14
ANNUAL REPORT
2004
The group's most important starting point for
2005 and the years thereafter is to extend its
share in media consumption of target groups.
Interpretation will be given to the central management of the subsidiaries, including mutual
cooperation, developing products and services
within media types which are new to the group,
and realizing growth through mergers and
acquisitions. The current government restrictions
will increasingly lead to setting up activities
abroad.
prospects
Because the widely expected economic recovery
for 2004 did not materialize, and as it remains
to be seen if such a recovery will emerge in
2005, some optimism is inappropriate for the
time being. A further intervention to structurally reduce (fixed) costs is inevitable. Initiatives
for this purpose have already been introduced
at various parts of the group. At the same time,
room is given to future growth by investing in
new products and in the development of
employees.
The lower printing tariffs for the magazines,
the effects of earlier reorganizations and the
introduction of IFRS (by the cancellation of the
depreciation of goodwill, among other things),
will be a positive influence on the result over
2005. On the other hand, there is an allocation
to provisions for reorganizations. In addition,
a sum of € 20 million has once again been
reserved for new projects.
In view of the many uncertainties with regard to
the economic situation and the advertising market
in particular, we consider it as yet too early to
announce a concrete expectation regarding the
result over 2005.
A.J. Swartjes
chairman of the Managing Board
Amsterdam, 16 March 2005
ANNUAL REPORT
2004
15
consolidated data
financial developments
results
Over 2004, a net result of € 22.1 million was
achieved, compared with a net loss of
€ 25.8 million over 2003.
Operating result before depreciation of goodwill decreased from € 39 million to more than
€ 16 million with an almost constant advertising turnover. The main causes are about
€ 17 million in higher reorganization costs and
€ 16 million in costs for new projects, among
which De Telegraaf op Zondag and Speurders.nl.
Operating costs increased by more than
€ 26 million, including the higher reorganization
costs and the costs of new projects.
Wage costs remained virtually the same; the
increase in wage costs and the costs of staff
recruited for new activities, could be compensated for by the effects of the reorganization
measures.
casting as a result of the merger with Veronica.
The cash flow from operational activities increased from € 62.2 million in 2003 to
€ 65.0 million in 2004.
turnover
Turnover increased by 0.5% from € 683.6 million
in 2003 to € 686.9 million in 2004.
Advertising turnover, which included income
from the Internet in 2004, remained virtually
the same. Income from subscriptions increased
by about € 3 million, while turnover from singlecopy sales fell by € 1.7 million. At the daily
newspaper De Telegraaf advertising volume
increased by 4% compared with 2003, mainly
2,3% 5,4%
42,2%
50,1%
TURNOVER
(€ 686.9 MILLION)
Advertisements
Subscriptions + single-copy sales
Third-party printing
The costs of raw materials fell by about
€ 1.5 million. Lower newsprint prices were
countered by a higher consumption as a result
of De Telegraaf op Zondag.
The result from participations increased by
almost € 15 million on balance, including the
non-recurring earnings of about € 13 million
from the sale of our share in the Brouwer
Groep and part of the share in ANP. Last year,
a loss of € 15 million from the participation in
the Brouwer Groep was countered by an nonrecurring profit of € 13 million with SBS Broad-
Other turnover
1,1%
3,5% 3,2%
37,5%
54,7%
GOODS, SERVICES AND
VALUE ADDED
Goods and services
VALUE ADDED
Personnel costs
Depreciation + miscellaneous
Company tax
Net profit
16
ANNUAL REPORT
2004
because of the Sunday newspaper which was
introduced in March. At Sp!ts, an increase in
volume of almost 14% was realized, compared
with an average of 4% at the door-to-door papers.
At the regional daily newspapers a slight decrease
in volume could be seen (excluding specials).
The magazines also lost advertising volume.
In all, in 2004 the group’s turnover consisted
of € 344.2 million in income from advertising
(50.1%) and of € 290.1 million (42.2%) in income
from circulation. The turnover of printing orders
for third parties amounted to € 15.8 million (2.3%).
The remaining income amounted to € 36.9 million
(5.4%). This was respectively € 344.4 million,
€ 288.6 million, € 15.2 million and € 35.3 million
in 2003, or 50.4%, 42.2%, 2.2% and 5.2%.
The turnover can be specified as follows:
2004
x € 1 million
number of man/woman-years and the turnover
per employee, have developed as follows
Group turnover
(x € 1 million)
Average number of
man/woman-years
Average turnover
per employee
(x € 1,000)
157
2000
811.1
5,177
2001
822.2
5,425
152
2002
704.5
4,690
150
2003
683.6
4,459
153
2004
686.9
4,354
158
added value
The group’s total added value and the average
added value per employee, have developed as
follows in the past five years:
2003
Added value
(x € 1 miljoen)
Per employee
(x € 1,000)
420
81
69
2000
National newspapers
333.4
(48%)
324.9
(47%)
2001
372
Regional newspapers
183.1
(27%)
190.2
(28%)
2002
339
73
Door-to-door papers
72.9
(11%)
73.2
(11%)
2003
333
75
Magazines
52.8
(8%)
54.5
(8%)
2004
311
71
Distribution activities
28.8
(4%)
25.6
(4%)
Printing orders
15.8
(2%)
15.2
(2%)
0
(0%)
Other activities
0.1
(0%)
686.9
(100%)
shareholders’ equity
683.6 (100%)
Of the group turnover in 2004, a total of 2.7 %
was realized in the other EU countries, compared with 2.4% in 2003. De turnover reached
in the remaining European countries 2004, was
€ 0.2 million, compared with € 0.1 million in 2003.
The turnover per employee (FTE) increased by
3.3% from € 153,298 in 2003 to € 158,407 in 2004.
In the past five years the turnover, the average
Including the result achieved over 2004, shareholders’ equity increased from € 428.3 million
at the end of 2003 to € 444.6 million at the end
of 2004. In the equity, no account has yet been
taken of the dividend to be paid over 2004. This
signifies an increase of € 8.16 to € 8.47 per share.
The number of shares remained unchanged and
consists of 52,499,200 ordinary shares and 960
priority shares with a par value of € 0.25. Of the
ordinary shares, 32,614,688 were converted into
ANNUAL REPORT
depositary receipts as of 31 December 2004,
amounting to 62.1%, compared with 61% at the
end of 2003.
ADVERTISING TURNOVER
in millions of euros
19
436
405
78
370
344
344
2004
17
at a payment in cash of approximately 35% of
the profit available for payment. At the general
meeting of shareholders on 20 April 2005, it
will be proposed to determine future dividends
within a range of 15% to 30% of the cash flow,
taking into account that cash flow is defined as
the sum total of net profits and depreciations,
with the deduction of incidental depreciations
as a result of impairment.
18
72
340
254
MOVEMENTS IN CAPITAL EXPENDITURE
OF TANGIBLE FIXED ASSETS IN RELATION
TO OPERATIONAL CASH FLOW
in millions of euros
141
2000
2001
Newspapers
2002
2003
Door-to-door papers
2004
71
61
38
25
20
Magazines
75
investments
44
The total amount in investments in 2004 with
regard to both tangible and intangible fixed assets
(not being goodwill) amounts to € 35.9 million.
This involves investments in new projects at,
among others, the advertising department and
the customer contact centre (€ 16.5 million),
replacement investments in company premises
(€ 7.6 million), investments in hardware and
software (€ 5.1 million), investments in the fleet
of vehicles (€ 4.4 million), as well as investments
in office furniture and equipment (€ 2.3 million).
dividend
Dividend policy
The dividend policy has until now been aimed
65
62
48
49
33 41
38
2000
Cash flow
2001 -30
2002 -5
Depreciation
38
2003 -26
Net profit
22
2004
Capital expenditure
Dividend proposal
On the grounds of the new dividend policy it
is proposed to fix the dividend over 2004 at
€ 0.30 per share. In doing so, € 15.8 million, or
more than 71% of the net profit, will be paid
out. Last year € 0.11 per share was paid out.
18
ANNUAL REPORT
2004
other company matters
human resource management
Group HRM has made a start with a employability project. At the core of this is keeping
employees permanently functional for the
duration of the period of employment.
A beginning was made at giving the project a
practical definition per subsidiary at the end
of 2004.
personnel reduction continued as a result of
reorganizations at the various subsidiaries. In
addition, new employees were appointed to
set up and continue new projects, such as the
Sunday newspaper. This resulted in a decrease
of 105 FTEs.
After negotiations were started to put up a
new social plan in January of the year under
review, the signatures were put to the 'Social
Plan 2004-2006' on 29 November 2004. The
plan includes a 'Tijdelijke Alternatieve Ouderenregeling' (Temporary Alternative Scheme for
Older Employees) awaiting political decisionmaking with regard to the voluntary early retirement and pre-pension and pension schemes
and it applies for Uitgeversmaatschappij
De Telegraaf B.V., B.V. Rotatiedrukkerij Voorburgwal, Telegraaf Media ICT B.V., Basismedia
B.V., Telegraaf Media Management B.V. and
DataWire B.V. Management of other subsidiaries
can join in, in consultation with the trade
unions.
Terms of employment
Six collective labour agreements (CAO’s) apply
to the group. New collective labour agreements
for the newspaper journalists, journalists of
door-to-door papers, and the book and magazine publishing companies, were agreed to.
The collective labour agreement 'Grafimedia'
continues until 1 February 2005, the collective
labour agreement for popular magazine
journalists until 1 January 2005, and the one
for road transport and haulage personnel has
been extended to 1 April 2005. In none of the
collective labour agreements in 2004 a pay rise
was agreed to, due to agreements made at
central level (wages rises which approach zero).
However, agreements regarding day child care
facilities and continued payment of wages in
the second year of illness were made in the collective labour agreements negotiated in 2004.
In accordance with earlier agreements, a study
committee having equal representation has
started work in the past year to draft a new pay
and job structure for daily newspaper journalists.
The new pay and job structure has to be ready
by 1 July 2005 at the latest.
Employment
Counted in full-time equivalents (FTEs), an
average of 4,354 employees were employed at
the group in 2004. In 2003 this was an average
of 4,459 employees. In 2004, the process of
AVR: Working conditions, Absenteeism
and Reintegration
Within the platform of health and safety at
work (Arbo), Environment and Internal com-
In the past year, the Management Development
programme went through a face-lift. In due
course, there will be separate programmes for
differing job levels.
ANNUAL REPORT
pany assistance, it has been agreed to perform
a scan at the subsidiaries. The objective of this
scan is to obtain insight in the completeness
and quality of the Arbo policy (and environmental policy) at subsidiaries. In implementing
the Arbo and absenteeism policy, the employer
utilizes the support of an arbo agency.
The absenteeism percentage across the group
was 4.8% in 2004, compared with 5.2% in 2003.
To lower absenteeism and the related costs
in the coming years, a health policy is being
developed across the group. All subsidiaries
have vigorously taken up the implementation
of the Wet Verbetering Poortwachter (Eligibility
for Permanent Invalidity Benefit Restrictions
Act). At all subsidiaries the long-term sickness
absence and the disability benefit influx have
decreased since the implementation of the Act
as of 1 April 2002.
environment
On the one hand, environmental care is aimed
at complying with the regulations as described
in permits and legislation and, on the other
hand, at accepting one’s own responsibility in
this area. The main points of attention are and
remain the improvement of environmental consciousness of employees, the reduction in the
use of raw materials and decreasing the amount
of waste. During 2004, further steps were taken
to shape the environmental policy across the
group. For the major part, the policy remains
aimed at reducing negative impacts on the environment. In doing so, the company provides
the required means, education, information and
structures of consultation.
2004
19
central works council (cor)
During 2004, the COR has made a number of
changes in its method of working. To increase
the decisiveness of the COR, the daily management was extended with an elected secretary.
In addition, a new chairman was elected and
the frequency of the meetings was increased.
To allow the meetings to be conducted in a
more efficient way, a number of COR working
groups were installed, which carry the task of
preparing items on the agenda.
In the second year of its functioning, the COR
has drafted a policy plan of its own for the
coming two years, with the objective of a good
return for the group and a social and just labour
organization in which employees are given the
opportunity to develop themselves and the
organization.
The main issues involving the COR in 2004
were: speurders.nl, harmonisation of the terms
of employment, drafting a new Social Plan,
disposing of the share in the Brouwer Groep
and the proposal for changing the management
profile of the group.
www.telegraaf.nl
Nieuwsportaal van Nederland
20
ANNUAL REPORT
2004
specific risks involving
the company
About 50% of the group turnover is strongly
dependent on economic developments. This is
particularly the case with national brands and
services and the personnel advertisements.
The development of the price of newsprint is
also dependent on economic market circumstances. At the time of a buoyant economic
activity there is a great demand for newsprint,
resulting in an upward price trend; at the time
of a recession, the opposite applies.
As far as the risk of malfunctions at the printing
works is concerned, it is noted that there are
three geographically spread printing locations,
through which an alternative is possible in case
of malfunctions at one of the locations. Besides
this, there is a fall-back and calamity plan.
The risk of malfunctions in automated processes
is covered as much as possible by back-up systems as well as the external storage of data files.
ANNUAL REPORT
2004
21
publishing activities
market developments
daily newspapers
The distributed circulation of the Dutch daily
newspapers decreased in 2004 compared
with the previous year, by 3.4% to 4,061,322
copies. The national daily newspapers saw
their total circulation decrease by 3.5%; the
regional daily newspapers by 3.3%.
The national distribution of daily newspapers
(a total of 4,020,563 copies) consists of 90%, or
3,631,163 copies, in subscriptions and of more
than 8% (323,801 copies) in single-copy sales.
This means that the subscription share of paid
circulation is nowhere as high in the world as
in the Netherlands. The circulation of Dutch
daily newspapers abroad amounts to a total of
40,759 copies.
The breakdown of the distributed circulation
according to circulation elements, provides the
following picture:
Subscriptions
Single-copy sales
National
Abroad
Total
%
3,631,163
13,378
3,644,541
89.7
323,801
27,379
351,180
8.7
65,599
2
65,601
1.6
4,020,563
40,759
4,061,322
100
Other
distribution
Total distributed
circulation
The number of households in the Netherlands
has been determined at 6,843,977 in the first
quarter of 2004, on the basis of the number of
private postal delivery points. This means that
59 daily newspapers are distributed per 100
households in the Netherlands. A quarter of
the Dutch population passes on the newspaper
on a daily basis, which means that they share
reading the paper, for instance with neighbours,
which brings the total distributed national
circulation, including passing-on, to 5,013,065
copies. This puts the reach of the Dutch daily
newspapers at 73 per 100 households.
The circulation figures mentioned are based
on average annual figures of the HOI, Institute
for Media Auditing, over the period from the
fourth quarter of 2003 up to and including the
third quarter of 2004.
The advertising volume of all daily newspapers
taken together decreased on balance in 2004
by 1%. Per category, strongly varying developments could be seen. For instance, the category
national and local brands and services saw an
increase in volume of 5%, while, on the contrary, the volumes of personnel advertisements
(-21%), classified advertisements (-10%) and
notices of births, deaths and marriages (-4%)
decreased.
In the area of advertising volume, the national
daily newspapers performed better than the
regional dailies. Advertising volume at the national
daily newspapers increased by 2%, while the
volume at the regional dailies decreased by 2%.
national newspapers
uitgeversmaatschappij
de telegraaf b.v.
The continuing economic downturn placed the
income of Uitgeversmaatschappij De Telegraaf
22
ANNUAL REPORT
2004
under pressure in 2004. Both income from
the readers’ market and from the advertising
markets in print and digital, ended lower
than expected. This decrease was partly
compensated for by structural cost reductions.
Circulation
The distributed circulation of daily newspaper
De Telegraaf fell by 3% to 752,721 copies in the
period of 1 October 2003 up to and including
30 September 2004; a decrease of 23,283 copies.
In spite of this decrease, the share of daily
newspaper De Telegraaf in the circulation
market remained stable (the Sunday newspaper
not included).
The Sunday newspaper was introduced on
21 March 2004: since then, this publication is an
integral part of the weekly subscription and it is
also available in single-copy sales. From the first
publication on, readers reacted very enthusiastically and later research also confirms that
it is impossible for subscribers to imagine their
media consumption on that day without the
Sunday newspaper.
The number of national subscriptions (source:
Cebuco) fell by 2.0% from 610,624 in 2003 to
598,189 subscriptions in 2004. In particular,
large events such as the European Football
Championships and the Olympic Games
resulted in a positive compensation for the ever
growing competition battle in the subscriptions market, especially with the regional daily
papers. The fact that more and more regional
daily papers choose to appear as a morning
paper instead of an afternoon paper, can be felt
in circulation canvassing. Economies by groups
of readers in expenditure on subscriptions as
a result of the continuing negative economic
climate, continue.
The Saturday subscription which was introduced in 2003, was reshaped into a weekend
subscription in 2004, since the appearance of
the Sunday newspaper.
The addition of the Sunday edition to this new
form of subscription caused the number of
Saturday subscriptions to climb from 24,806 at
the end of 2003 to more than 40,000 weekend
subscriptions at the end of 2004.
The number of households with which daily
newspaper De Telegraaf has a subscription
relationship, increased by 2% in 2004.
Average national single-copy sales of daily
newspaper De Telegraaf from Monday up to
and including Saturday fell from 125,328 copies
in 2003 to116,357 copies in 2004, a decrease
of 7.2%. The decline in consumer confidence
affects impulse-buying in particular, which
includes single-copy sales of a newspaper. In
combination with the shift from single-copy
sales on Saturday to the weekend subscription,
this led to the decrease in single-copy sales.
The market share in national single-copy sales
fell by 0.4% to 35.9% in 2004.
National single-copy sales on Sundays have to
contend with far fewer sales points than during
the week, because many shops are closed on a
Sunday. Despite this, single-copy sales on Sunday amounted to an average of 40,313 copies
over the second and third quarter. The Sunday
edition also caught on abroad. An average of
17,649 copies per Sunday was sold there in the
second and third quarter.
ANNUAL REPORT
Printing of the daily newspaper De Telegraaf
abroad, particularly during the summer holidays, which was successfully introduced in
2003, was extended in 2004. Originally, printing only occurred on the Canary Islands and in
Valencia; in 2004 Marseille, Istanbul and Verona
were added. Printing on location creates the
possibility of being able to offer the paper to
readers early on the day of publication itself.
This way of operating has given a strong boost
to local sales. At the same time, it appears that
the Dutch consumer abroad is less inclined to
buy a paper which is not of the same day, with
the result that the annual circulation abroad
decreased from an average of 28,656 copies in
2003 to 25,780 copies in 2004.
The price increase in the readers’ market
amounted to an average of 3.6% as of
1 October 2004.
Advertising
Advertising volume, including the Sunday newspaper, increased by 4% in 2004. The categories
national and local brands and services increased
in volume by 16%, personnel advertisements
by 10% and deaths, births and marriage notices
by 4%. With a decrease of 12%, the category
classified advertisements fell strongly behind,
also because of the heavy competition from the
Internet. In virtually all categories the yield per
advertising page was under pressure, mainly
because of the economic downturn.
To compensate for the loss of classified advertisements and personnel advertisements to the
Internet, a part of the advertising organization
is concentrating more and more on the
on-line classified markets. This mainly involves
2004
23
autotelegraaf.nl, vacaturekrant.nl, woonkrant.nl,
reiskrant.nl and elcheapo.nl. Virtually all of
these activities showed a higher turnover than
in 2003. The AutoTelegraaf Occasion Magazine,
introduced in 2003 for the reinforcement of the
classified cars market, has changed its frequency
of appearance halfway through 2004 from
biweekly to monthly; since then the circulation
and advertising volumes are developing in a
clearly upward trend.
Boten and Campers & Caravans, the classified
magazines of the 20% participation BoHil Media
B.V., performed better than in 2003, which also
goes for the on-line extensions botentekoop.nl
and camperscaravans.nl. Apart from the second
hand market, BoHil Media serves the markets
for new boats and new campers and caravans
with increasing success, both through the aforementioned magazines and through the sites of
nieuweboten.nl and nieuwecamperscaravans.nl.
In 2005, the remaining 80% of this participation
will be acquired.
Speurders.nl
In September 2004, speurders.nl was introduced;
a digital market place for second hand goods in
particular. For the time being, the Internet site
can be used almost for free, for both buying
and selling. The site is developing in a successful
way and had a database of more than 750,000
products at its disposal at the end of 2004.
Telegraaf.nl
Towards the end of the year, the news portal
telegraaf.nl was voted the second most popular
source of news on the Internet by users. The
number of page views, measured over the
whole network ‘under’ telegraaf.nl, grew
24
ANNUAL REPORT
2004
spectacularly. In December 2004 it was almost
twice as high (+ 94%) as in the same period of
2003. In December 2004, 4.7 million pages a day
were called up, also thanks to the introduction
of speurders.nl. The news site also developed
excellently; the number of pages which were called
up grew by 35% compared with December 2003.
basismedia b.v.
Turnover and results of BasisMedia, publisher
of Sp!ts, developed positively in the past
year. Over 2004, BasisMedia achieved a
positive result for the first time. Turnover
increased by 14%.
BasisMedia is the publisher of Sp!ts, which
with a reach of 1.5 million readers is the second
largest daily newspaper of the Netherlands.
Sp!ts is a free daily newspaper that is handed to
travellers on public transport, among others. In
this way, the paper also reaches new, relatively
young target groups.
Circulation
The average circulation of Sp!ts rose by more
than 2% in 2004. At the beginning of October,
the mark of 400,000 copies was passed.
Advertising
Income from advertisements of Sp!ts grew in
2004. Next to the growth of reach, this development is the result of generating distinctive
capacity in relation to the other daily newspaper
publishers through made-to-measure concepts
and creative proposals, next to the regular
campaign millimetres. Sp!ts is thus also able to
convince magazine advertisers, especially in
the sectors of food, cosmetics and fashion.
The growth in reach and the positive brand
consciousness of Sp!ts have seen to it that Sp!ts
has become a part of the so-called ‘national
daily newspapers-circuit’, especially for the A
brands and retailers which advertise weekly.
In approaching advertisers, new products have
been introduced, such as regional changeovers,
inserts, sampling, new forms of advertisements
and event papers, among other matters.
Smart Events
To be not just dependent on the advertising
market, Sp!ts has taken a 50% share in a newlyformed fair and events organizer, Smart Events
B.V., in 2004. In February of 2004, the first
event took place, the Masterbeurs. This was
organized for a second time in February 2005.
Apart from this, a career event was organized
in February 2005, in cooperation with external
partners. Within a year, this new activity made
a positive contribution to the profits.
regional daily newspapers
Continuing pressure on advertising income
forces the publishers of regional daily newspapers into further optimization and restructuring, and the development of new sources
of income. Particularly due to the effects
of the reorganizations, the result at Media
Groep Limburg has improved.
The activities of the Telegraaf group in the area
of regional daily newspapers have been placed
in two companies, which operate in
ANNUAL REPORT
separate geographic markets. HDC Media
publishes regional daily newspapers in the provinces Noord- and Zuid-Holland. Media Groep
Limburg is active in the province of Limburg.
Together, they publish eight regional daily
newspaper titles with a daily distributed
circulation of about 500,000 paid copies.
hdc media b.v.
The reorganization at HDC Media, which was
started after 2001, has, for the main part, been
completed. During its implementation, circumstances deteriorated further, which particularly
caused the advertising turnovers to decrease
more strongly than was expected. This forced
the accelerated implementation of plans which
had been developed earlier, an even further
reduction of (personnel) costs and an even more
intensive search for new sources of income. On
balance, the number of FTEs decreased by more
than 25% because of this. The total turnover
decreased by 5.5%, while the indirect costs decreased by 9% as a result of the reorganization.
Circulation and advertising
The number of subscriptions fell by 5% this
year, including the effects of the conversion
of part of the titles to morning publication.
The rule applies that the closer they are to the
Randstad urban agglomeration, the more difficult it is for the editions to hold their own.
Advertising turnover decreased by 10% in
comparison with the previous year. In the last
months of the year, some sectors showed signs
of cautious recovery, which can also be attributed to the improved sales organization and
2004
25
operating procedure, as well as the development of new commercial concepts .
In April, the southern titles of HDC Media
(Haarlems Dagblad/IJmuider Courant, Leidsch
Dagblad and De Gooi- en Eemlander) became
morning papers. A successful weekend supplement was added to the Noordhollands
Dagblad with the title Zondags. Several editions
obtained a new supplement about the subject
of living (Goed Wonen) and a comparable
publication aimed at commercial real estate
(Goed Werken). New markets were entered
with lifestyle-like supplements like ‘Feestelijk
Genieten’.
In 2005, the final reorganizations must be completed, among which is the merging of the two
earlier locations on a single location in Alkmaar.
The central editorial departments will also be
merged, so that the super-regional news can be
reported more efficiently. In addition, reorganizations will be realized in the sectors IT and
in-house facilities. The ultimate effect will be a
reduction in personnel of 30% in all, compared
with 2002.
media groep limburg b.v.
Media Groep Limburg ended 2004 with a good
operating profit, which is mainly the result of
stringent cost control in many areas.
The innovative strategy ‘Mooi Limburgs’, which
was chosen earlier and aimed at the retention
of subscribers, readers and advertisers, was further expanded in 2004. This innovative strategy
is aimed at the four cornerstones of the Media
26
ANNUAL REPORT
2004
Groep Limburg: the improvement of existing
titles, the addition of new activities and turnover activities, refreshing the corporate culture
and renewing marketing communication. In
doing so, the regional identity and the specific
characteristics of the people in the province
of Limburg more than ever form the deciding
factors which have to commit subscribers and
advertisers to the titles Dagblad De Limburger
and the Limburgs Dagblad.
To safeguard the long term development and
continuity of Media Groep Limburg, it is essential that the crushing conditions which the Nma
(the Netherlands Competition Authority) has
imposed at the time of the takeover of Dagblad
De Limburger are eased or removed. A request
for a review of the permit to this end has been
submitted to the NMa. A decision is expected
in the short term.
door-to-door publications
In 2004 too, the publishers of door-to door
papers faced pressure on advertising volumes
and prices. This forces them into increasing
accentuation of the organization, both in the
area of cost cuts and in the development of
new initiatives in market approach.
The activities in the area of door-to-door papers
have been placed in two publishing groups: the
Hollandse Huis-aan-Huisbladen Combinatie
(as of 1 January 2005: Holland Combinatie) and
Uitgeversmaatschappij De Trompetter.
Together, they publish more than 40 door-todoor papers with a total of more than 100 editions
in the regions of Noord-Holland, Zuid-Holland,
Flevoland, ’t Gooi, Noord-Brabant and Limburg.
holland combinatie b.v.
(The 2004 operating result of the Holland Combinatie (HC) significantly fell short compared
to that of 2003. The decrease was caused by
the lagging behind of the advertising turnover
at the regular weeklies and the creation of a
reorganization provision. The decrease in the
turnover could be compensated for by cost
reductions. Without incidental costs, the result
of HC would have ended higher than in 2003.
The advertising turnover of the HC increased
slightly, compared with 2003, but was held
down by a lower average page yield. The
weekend publications and specials partly
compensated for this effect. Where possible,
turnover stimulating and cost saving measures
were taken. A number of new products, such
as for example the first editions of !N Magazine
outside the normal circulation area, were successfully launched. Developments also varied
per region: in Amsterdam, ´t Gooi and Almere,
turnover was under pressure, while, conversely,
positive results were booked in Noord-Holland.
Personnel costs form an important debit item
for HC. For an improvement of the result,
restraint has, in the main, been observed in
filling the open vacancies. In 2005, a reorganization will be carried out, through which the
number of employees will be further reduced.
A provision has been made in 2004 for the costs
of declaring of about 50 employees redundant.
ANNUAL REPORT
As has been announced previously, the organization will undergo major changes in structure,
locations, jobs, operating procedure and automation. The objective of these changes is creating
a flexible, decisive and efficient organization
which is prepared for the future.
uitgeversmaatschappij
de trompetter b.v.
In spite of a difficult advertising market, turnover and results of De Trompetter increased.
The advertising turnover grew through the introduction of a separate edition for the Mergelland region, among other things. The number
of advertising pages also increased. Because of
the increase of the turnover and a stringent cost
management, the result improved considerably.
In the circulation area of both De Kempen Pers
and De Trompetter, the number of editions was
increased by one in 2004. This edition was created by a separation of already existing editions
which occurred in order to get closer to both
advertiser and reader. These measures should
lead to an improvement in exploitation.
At Kempen Pers the new edition was already
introduced at the start of the financial year,
which had an extra positive effect on the result.
Both advertising turnover and advertising volume
increased considerably, which resulted in a
strong improvement of the result.
The year 2005 will be marked by further optimization. The development of the advertising
turnover remains an uncertain factor for
De Trompetter and Kempen Pers.
2004
27
magazines
de telegraaf
tijdschriften groep b.v.
The result of the Telegraaf Tijdschriften
Groep in 2004 lagged behind that of 2003.
The expected slight recovery in the advertising
market failed to materialize. In addition,
single-copy sales were under strong pressure.
By means of tight cost control, the result is
still at an acceptable level.
All activities in the area of magazines have been
placed in Telegraaf Tijdschriften Groep (TTG),
active in the Netherlands and Sweden. In the
Netherlands TTG publishes the following titles:
Privé, FHM, Man, Esquire, Residence, Elegance,
Hitkrant, Autovisie, Starstyle, CosmoGIRL! and
Modern Country In Sweden, Residence and
Cosmopolitan are published, among others.
TTG Nederland
The decline in single-copy sales is a marketwide problem, which also TTG could not avoid.
This problem can be traced back to, on the one
hand, competition and budget competition
from new media and, on the other hand, the
economic situation in the Netherlands. In addition, new introductions cause shifts in singlecopy sales.
Regarding the individual titles, it can be clearly
seen that relatively new concepts perform
better circulation-wise in comparison with
long-standing and well-established titles. This
makes it clear that a growth in new titles is
necessary. Among the relatively new concepts
are CosmoGIRL! (paid circulation 75,611 copies,
28
ANNUAL REPORT
2004
no comparison possible with the third quarter
of last year), FHM (+10%) and Starstyle (+19%).
Circulation of the well-established titles such as
Autovisie, Elegance, Privé and Residence was
under pressure.
With regard to the sales organization, a study
was carried in relation to the effectiveness and
efficiency of the present organization. This will
lead to a restructuring of the organization in
2005, in which a number of jobs will also be
eliminated.
Another adaptation concerns the development
of new business. For this purpose, a separate
organization will be set up which should be able
to create various new projects simultaneously.
In 2004, TTG was given the opportunity to
renegotiate the printing tariffs. The positive
effects of this should become visible in 2005.
In February 2004, TTG entered into a joint
venture with the Finnish company Sulake for
the exploitation of Habbohotel. Habbohotel.
nl is a virtual meeting place for youngsters between the ages of 12 and 16. This digital activity
forms a perfect match with the interests which
TTG has in Hitkrant en CosmoGIRL! The site
has been profitable from the very first start.
TTG Sweden
During 2004, the organization of TTG Sweden
was further optimized and prepared for further
expansion. The advertisement sales department
was centralized and pre-press is increasingly
carried out in-house.
The company is divided into three clusters.
Included in the cluster special interest magazines are Båtnytt, Vi Båtägare and Golf Digest.
In 2004 too, the two boating titles managed to
retain the leading position in the advertising
and circulation market, while Golf Digest
succeeded in increasing profitability. The living
cluster consists of Residence, Allt om Kök och
Bad (AKB) and Hemmets Bazaar. Residence
continues to perform well in the Swedish
market, while AKB achieved better results in
2004, in both the circulation market and the
advertising market; among other things through
an increase in the publishing frequency from
two to four publications a year.
Until now, the women’s cluster consists of
Cosmopolitan, which is published in a joint
venture with Hearst Magazine International Inc.
Cosmopolitan has a still continually increasing
circulation and is one of the leading magazines
for young women in Sweden by now.
The development of the Swedish market for
2005, looks positive. For TTG Sweden further
expansion of the portfolio counts as the highest
priority.
ANNUAL REPORT
2004
29
other activities
datawire b.v.
A number of multimedia activities have been
placed at DataWire (The Digital Distribution Company). DataWire has developed a
digital distribution platform which makes
it possible to exploit the content of printed
media through the Internet. DataWire
aims at syndication, among other matters:
the processing, distributing and selling of
existing content originating from editorial
departments and other sources. This fits the
group strategy, which aims at developing
new concepts that match existing activities.
DataWireSport, a joint venture of DataWire
(70%) and the Algemeen Nederlands Persbureau ANP (30%), is supplier of sports results
and other sports information.
Via PayperNews, a 100% subsidiary of DataWire
since the middle of 2004, products are developed for integrally placing printed publications
on the Internet and offering editorial or other
content against payment. DIGI-dition enables
publishers to reproduce the entire newspaper
on the Internet, including photographs and
advertisements. DIGI-magazine is a product for
publishing magazines and pamphlets on the
Internet. DIGI-clips makes it possible to offer
newspaper articles on the Internet, selected in
accordance with a previously entered profile.
DIGI-clips aims at the market of cuttings services
and should realize turnover in the area of syndication. For both DIGI-dition and DIGI-magazine,
a growing number of contracts has been signed
by now, with national and foreign parties.
For 2005, DataWire expects a further growth of
syndication by also being able to offer the con-
tent of regional titles, next to the content of
De Telegraaf. In addition, an extension of the
sale of historic front pages is expected.
DataWireSport also expects a growth in turnover
in 2005 by extending the package of services
with the results of sporting events. PayperNews
expects further growth by increasing the market
share at home and abroad and further exploitation of the DIGI-products. The organization
will be expanded, especially in sales and order
supervision.
ANNUAL REPORT
2004
31
in-house facilitating
companies
The activities in the areas of information
technology, communication technology,
printing and distribution of newspapers have
been placed in separate subsidiaries with
their own result responsibility. The purpose
of this organization structure is the advancement of optimization of processes and
technologies, and increasing the transparency of the cost structure within the total
organization.
telegraaf media ict b.v.
A major part of the internal activities in the area
of information and communication technology
has been placed at Telegraaf Media ICT (TMI)
at the beginning of 2004. The first year after
self-sufficiency was successful for TMI. Targets
in the area of cost cuts and improvement of
efficiency were realized. This is due to the setting up of a central ICT purchasing department,
centralizing the ICT infrastructure, standardizing
applications and increased attention to managing the operation.
Drukkerij Groep. The purpose of this bundling
is the optimization of processes and technologies, resulting in the improvement of capacity
use and an optimal spreading of production
over the locations, among other things.
Work is in progress at the printing group on
increasing efficiency by, among other things, a
further bundling of the purchase of materials,
sharing knowledge and a better harmonization
between the operation and the orders in hand.
In addition, studies are being conducted into
the possibilities of attracting printed matter
from external customers.
distriq b.v.
telegraaf drukkerij groep b.v.
DistriQ is the logistic organization of the
Telegraaf group. DistriQ particularly aims at the
distribution of media-related products such as
newspapers, among which are the daily newspapers of the Telegraaf group and Het Financieele Dagblad, but also magazines, leaflets,
weeklies and addressed mail. A characteristic
of this operation is that it involves an intricate,
time-critical distribution of a repetitive nature.
In carrying this out, DistriQ is not only aimed at
internal customers but also at other publishers
of daily newspapers and magazines, and customers from other sectors. In the implementation
of the distribution orders, DistriQ utilizes a
network of about 40,000 delivery persons,
transporters and agents, which carry out tasks
for DistriQ on a freelance basis.
The newspaper printing works in the regions
of Alkmaar, Amsterdam and Heerlen have been
organizationally bundled in the Telegraaf
In the spring of 2004, DistriQ arranged its
logistic structure in such a way that distribution
of De Telegraaf on Sunday became a possibility.
A complete internal on-charging led to a far
better insight for customers into their actual ICT
costs.
TMI played an important part in a number of
large internal ICT projects during 2004.
32
ANNUAL REPORT
2004
To realize this, about 8,000 new delivery people
and transporters were brought in. In both a
financial and an operational sense, this operation
went well.
The switch of the distribution of a number of
daily newspapers of HDC Media from afternoons to mornings was done without appreciable distribution problems.
The turnover of DistriQ increased in 2004.
A declining turnover in leaflet distribution for
third parties was compensated for by extra
external turnover through new orders for
magazine distribution and distribution of daily
newspapers.
As a result of the full-year effects from new
orders, economies through changes in organization, distribution integration projects and
optimization of the primary processes, DistriQ
expects an improvement of the result for 2005.
ANNUAL REPORT
2004
33
participations
media groep west b.v.
Media Groep West has participations in operating companies of teletext (50%), among others
SBS6, Net5 and Veronica/Fox kids, and in
Mobillion (35%).
cooperation in the form of a VOF (general partnership) has therefore been terminated.
telegraaf expomedia events vof
Mobillion develops, exploits and offers facilities
in the area of added value services for mobile
telephone owners. Such as the case may be,
the services are placed into the market under
their own label and at which time the entire
route from service concept to marketing to end
users is taken care of. End users can be reached
among other things through interactive voice
response, SMS teletext, WAP, Internet, i-mode,
EMS, MMS, or a combination of these types
of media. Another substantial growth of these
services is predicted for 2005.
Telegraaf Expomedia Events (TE2) (50%), is a
joint venture with the British Expomedia Group,
which was established in 2003 to exploit trade
fairs and events by linking specific interests of
target groups to the interests of exhibitors and
sponsors. In 2004, the successful consumer
fairs 'Eten & Genieten' and 'Landelijk Leven'
were prolonged. In addition to this, the focus
of TE2 has been extended to the exploitation of
a trade fairs building in the Mahler edifice on
the Amsterdam southern axis, to be completed
in 2005, and the organization of the so-called
Business to Business (B-2-B) fairs. The successful
organization of 'Crime in Retail' during 2004 is a
good example of this new B-2-B activity. During
2005, new consumer fairs such as 'Bienvenue en
France' will be organized, and existing consumer fairs such as 'Race & Rally', will be added
to the portfolio of TE2 through joint venture
collaborations. New concepts will also be
developed in the area of B-2-B.
telegraaf telemol vof
sbs broadcasting b.v.
Telemol is a joint venture of N.V. Holdingmaatschappij De Telegraaf and television
producer Endemol, established to launch joint
multimedia projects. It has become apparent
that, while the belief in projects where television
and printed media reinforce each other is still
present, it is more sensible to cooperate on
a looser basis (ad hoc), for cost reasons. The
The share of the Telegraaf group in SBS Broadcasting B.V. amounts to 27%. SBS Broadcasting
consists of SBS Television, SBS Productions and
Veronica Uitgeverij, Veronica Litho and
Veronica Digital. SBS Television exploits the
television stations SBS6, Net5 and Veronica.
Veronica Uitgeverij is the publisher of Veronica
Magazine and Veronica Satellite.
Media Groep West (MGW) has two shareholders:
N.V. Holdingmaatschappij De Telegraaf (90%)
and UPC Nederland (10%).
Turnover increased slightly in 2004, particularly
due to a growth in the activities for Net5 and
Veronica. All activities contributed positively to
the group result.
34
ANNUAL REPORT
2004
The share of the Telegraaf in the net result of
SBS Broadcasting amounted to € 4.1 million,
in which is included a tax expenditure ex 2003
amounting to € 2.4 million (2003: € 17.9 million,
including the dilution profit of € 13 million
because of the reduction of the share from
30% to 27%).
The joint market share of the three SBS stations
in the viewers’ market (target group those aged
between 20 and 49) amounted to an average
of 25.4% in 2004, equal to the market share in
2003. The station SBS6 (12.5%) scored somewhat
lower, while Net5 (7.7%) and Veronica (5.2%)
scored slightly higher than was the case last year.
The joint market share of the three SBS stations
in the advertising market amounted to 30.2% in
2004, compared with a market share of 29.3%
in 2003. The total (net) television advertising
market in the Netherlands amounted to about
€ 571 million in 2004.
koninklijke wegener n.v.
As of 31 December 2004, the share in Wegener
consisted of 10,594,763 certificates of ordinary
shares of € 0.30 nominal value (an interest
of 23.9%) and 2,593,030 certificates of 6.84%
cumulative preference shares of € 0.30 nominal
value (an interest of 32.1%)
The rate as at 31 December 2004 was € 9.45
against a rate of € 6.90 as at 31 December 2003.
The average purchase rate was € 5.74. This
means that the market value of this package is
more than € 39 million higher than the book
value. The increased stock exchange value in
2004 were not taken into account in the results
over 2004. The share in the preferred dividend
over 2004 is accounted for under the results of
participations. Over 2003 no dividend on
ordinary shares was received.
bohil media b.v.
BoHil Media is the publisher of ‘Boten’ and
'Campers & Caravans'. A positive result was
achieved over 2004. The interest of 20%,
acquired in January 2003, will be increased to
100% in 2005.
am van gaal media b.v.
An interest of 20% in AM van Gaal Media
(AM Media) was acquired in 2003. The objective
of the publishing company is to grow into a
middle-size publisher of popular magazines,
particularly aimed at women. Until now, AM
Magazine and Tweed have been launched.
anp holding b.v.
Together with the other participating publishers,
N.V. Holdingmaatschappij De Telegraaf has
reduced its interest in ANP from 28.4% to
8.84%. The book profit is accounted for under
the results of participations.
brouwer groep b.v.
The 43% share in the Brouwer Groep has been
transferred to third parties in June 2004, including
ANNUAL REPORT
the (subordinated) loans. At that time,
€ 3 million in cash was received in repayment
of the loan as yet made to the Brouwer Groep
at the beginning of 2004, and a sales amount
was agreed to, to be received on 31 December
2006 at the latest, of which the cash value has
been processed as book profit. Current guarantees towards the Brouwer Groep have been
taken over by the buyer. It was also agreed to
change printing tariffs for group orders to a
tariff in conformity with the market, as of
1 January 2005.
2004
35
ANNUAL REPORT
2004
37
code corporate governance
The deviations by the Telegraaf group from
the Code corporate governance were discussed with the shareholders and certificate
holders during the general meeting of shareholders on 7 April 2004. Apart from a minor
adaptation, the Managing Board and the
Supervisory Board saw no reason for changing
the views taken previously. As a result of
the discussion in the meeting of certificate
holders on 3 February 2005, the management
of the Stichting Administratiekantoor van
aandelen N.V. Holdingmaatschappij De
Telegraaf decided to implement a change in
its point of view. The management will grant
voting mandates to its certificate holders
and dropped the term “in principle” in best
practice condition IV.2.8.
The Managing Board and the Supervisory Board
share the basic assumption of the Code corporate governance that the company represents a
long-term collaboration of all parties involved
with the company. The interested parties are
the groups and individuals which directly and
indirectly influence the achievement of the
company's objectives, or are being influenced
by it, such as employees, customers, but also
the government and social institutions. The
Managing Board and the Supervisory Board
have an integral responsibility for the evaluation
of these interest, which are generally aimed at
the continuity of the company. The Code is
effective form the financial year which begins
on or after 1 January 2004.
In this chapter, N.V. Holdingmaatschappij
De Telegraaf will indicate in which way it
wishes to give its interpretation of compliance
with the Code. As a publisher of, among other
products, daily newspapers, De Telegraaf is of
the opinion that it also serves a social interest
next to the interest of the shareholders. As a
result the continuity and independence of the
group is considered to be of the greatest importance. In some details, this leads to choices
which differ from those within the Code, which
places shareholders' value first and foremost.
best practice provision ii. 1.1.
Period of appointment for a maximum
of four years.
The company's policy is that a director is employed by the company and is appointed for an
unlimited period. A periodical appointment results
in the risk of a conflict of interest between the
long term for the company and the short term
because of reappointment of the director. The
shareholders can annually exert their influence
during their meeting when discharging the
Management Board from responsibility for the
policy pursued. The Supervisory Board evaluates the Management Board's performance
annually.
principle ii.2. remuneration/11.2.7.
Maximum compensation fort the dismissal
of directors.
This principle is shared only partly. Every member of the Managing Board is in the service of
the company. Compensation for dismissal, if
applicable, and sometimes determined by the
authorized courts, also stems from this employment relationship. The new remuneration
policy for the Managing Board will be submit-
38
ANNUAL REPORT
2004
ted for confirmation to the shareholders in the
general meeting on 20 April 2005. The remuneration policy has a fixed and a variable part.
The variable part involves an individual bonus
and the group’s profit-sharing scheme, which
applies to each employee. The Telegraaf group
does not have option schemes or remuneration
in the form of shares.
best practice provision iii.2.1.
Independence of Supervisory Board members
with the exception of maximally 1 person.
If a majority of the Supervisory Board members
is independent, as intended in III.2.2. (dependence criteria), a sufficient guarantee for independent supervision is provided. Because of
the social importance of our daily newspapers
and thus the long term vision of the company,
much importance is attached to having more
than one Supervisory Board member who has
a high degree of involvement in the company
through experience or ownership of shares.
best practice provision iii.3.5
Maximum term of Supervisory Board members
Referring to that which is mentioned in III.2.1.
this provision is not shared and it is noted that
there are many functions in society which are
filled for a longer period. Experience and expertise are of great importance. A solidarity with,
and knowledge of the company prevails.
best practice provision iii.5
Constitution and role of the core committees
of the Supervisory Board.
The Code has it that in case of a Supervisory
Board of more than four members, an auditing,
remuneration and appointment and selection
committee should be established. The present
Supervisory Board now consists of six members.
The Stichting Beheer van prioriteitsaandelen
N.V. Holdingmaatschappij De Telegraaf decided
in 2003 to reduce the number of members to
five after the departure of Mr W.H. Charles
(2005). The Supervisory Board upholds the
number of five members on the Board. Because
of the engagement of the Supervisory Board
members, the different areas of expertise and
the nature and size of our company, one sees
no reason to establish these committees.
best practice provision iii.7.2.
Possible ownership of shares by a Supervisory
Board member in the company of which one
is a Supervisory Board member, for investment in the long term.
The law provides sufficient guarantees for preventing the improper use of knowledge or prior
knowledge.
best practice provision iii.7.3.
Regulations and statement of the ownership
of shares of Supervisory Board members in
securities other than those issued by one's
'own' company.
This definition is not supported: it is considered
ANNUAL REPORT
to represent too great an infringement on the
privacy of Supervisory Board members.
best practice provision iv.2.2
Board members of the trust office’s board
are appointed bt the management of the
trust office.
The present composition of the board complies
with Annex X of the Funds Regulations (Fondsenreglement). This provides a good balance
between guaranteeing the interests of the
certificate holders on the one hand, and the
company on the other hand. In this case, reference can be made to the earlier remark about
the specific character of the company and the
social importance which daily newspapers
represent. Two of the five board members are
appointed on a non-binding recommendation
of the Stichting Beheer van prioriteitsaandelen
N.V. Holdingmaatschappij De Telegraaf. These
members are of particular importance to ensure
that the affinity for and solidarity with the
company of so large a shareholder as the trust
office, is guaranteed.
best practice provision iv.2.8
Proxy votes
Holders of certificates can unrestrictedly
transfer their certificates into shares in order to
obtain the right to vote. The granting of a proxy
vote to certificate holders is not a problem. The
binding voting instructions from a certificate
holder to the board are not supported, because
the company is of the view that those persons
who wish to vote should also be present at the
shareholders’ meeting.
2004
39
best practice provision iv.3.1.
Webcasting or such of analysts' meetings,
analysts' presentations, presentations for
(institutional) investors and press conferences.
This definition is not shared as far as it concerns
the 'one on ones'. Having shareholders follow
presentations by means of webcasting, seems
very laborious. This subject will be looked into
further. After the end, presentations will be
placed on the website of the group.
40
ANNUAL REPORT
2004
reporting with regard to
internal risk management
and control systems
The Managing Board of N.V. Holdingmaatschappij De Telegraaf is responsible for risk
management within the group. With regard
to the controllability of these risks, systems
have been implemented in the organization,
which, however, do not offer the absolute
certainty that no errors of material importance can occur.
During the financial year, the internal risk
management and control systems of the
company are monitored, which provides an
insight into significant risks.
From the view of the controllability of these
risks, among other matters, the following procedures and guidelines are of importance and
are apply to all subsidiaries belonging to the
Telegraaf group:
• A uniform annual planning and reporting cycle,
including a five-year multi-annual plan, the
annual budget, a four-weekly financial report
and, per quarter, a check on a readjustment
of the annual prognostication.
• Uniform financial and non-financial procedures and guidelines for the individual subsidiary companies regarding, among other
matters, budgets, periodical reporting, investment requests, receivable accounts management, treasury and central purchasing.
• The regular implementation of Risk Inventories and Risk Evaluations at the subsidiary
companies.
In 2004, an Internal Audit department was introduced, which at present reports to the Managing Board and which will also report directly
to the Supervisory Board from 2005 onwards.
In 2005, an extensive Risk Assessment Project
will be started in order to further improve the
internal risk management and control system.
This project is aimed in particular at improving
the effectiveness and efficiency at the subsidiary
companies, as well as assuring the reliability of
the financial information and compliance with
legislation and regulations.
ANNUAL ACCOUNTS
2004
41
consolidated
balance sheet
(before appropriation of result)
31-12-2004
In thousands of euros.
31-12-2003
Fixed assets
Intangible fixed assets
138,838
Tangible fixed assets
188,181
213,677
Financial fixed assets
132,355
126,738
Total fixed assets
132,446
459,374
472,861
Current assets
Inventories
13,784
20,598
Receivables
111,487
107,606
6,475
3,570
90,902
61,674
Total current assets
222,648
193,448
Current liabilities
181,434
182,496
Securities
Cash and cash equivalents
Current assets net
of current liabilities
Long-term liabilities
Provisions
Share third-parties
Shareholders' equity
41,214
10,952
500,588
483,813
575
-
55,370
54,595
-
885
444,643
428,333
500,588
483,813
42
ANNUAL ACCOUNTS
2004
consolidated
profit and loss account
In thousands of euros.
Net turnover
2003
686,853
683.556
74,213
75,782
206,306
208,342
51,028
48,153
37,645
37,119
8,846
11,826
Raw and auxiliary materials
Wages and salaries
2004
Social security charges
Depreciation of tangible and other
intangible fixed assets
Depreciation of goodwill
-
3,574
301,490
274,884
Other value adjustments of goodwill
Other operating costs
Total operating expenditure
Operating result
679,528
659,680
7,325
23,876
16,171
39,276
Operating result before depreciation of goodwill
and other value adjustments of goodwill
Income from participating interest
Interest income
Income from securities
19,917
5,193
2,871
5,025
235
177
-1,000
-58,094
-72
-1,730
Other depreciation of
financial fixed assets
Interest charges
Balance of financial revenues and charges
21,951
-49,429
Pre-tax result from ordinary trading
29,276
-25,553
7,510
1,321
21,766
-26,874
Tax on result from ordinary trading
After-tax result from ordinary trading
Share third-parties
Net result
359
1.109
22,125
-25,765
ANNUAL ACCOUNTS
2004
43
principles of consolidation,
valuation and determination
of the result
1. consolidation criteria
3. valuation
The consolidated accounts combine the
financial data for parent company N.V. Holdingmaatschappij De Telegraaf, and its group
companies.
Consolidation is effected in accordance with the
principles of valuation and determination of the
result of the parent company.
Intangible fixed assets
Goodwill, being the amount paid in excess of
the value on the date of acquisition of participations, business activities and publishing rights
is amortised against the result over a maximum
period of twenty years. The value at the time
of acquisition is determined on the basis of the
real value of the acquired (underlying) assets
and liabilities.
The financial data of the group companies are
fully included in the consolidated annual
accounts after elimination of intercompany
relations and transactions.
Minority interest in shareholders’ equity and in
the result of group companies are shown separately in the consolidated annual accounts. The
results of newly acquired group companies are
included in the consolidation from the date of
acquisition. The results of participation disposed
of by the company are included in the consolidation up to the divestment date.
With regard to the profit and loss account of
N.V. Holdingmaatschappij De Telegraaf use has
been made of the exemption provided for in
section 402, Book 2, of the Dutch Civil Code.
2. conversion of foreign currencies
The participation in Sweden is considered an
independent foreign entity. The assets and
liabilities of these participations are converted
at the price on the balance sheet date, while
results are converted at the average price at the
time of the transaction. The difference is
directly accounted for in shareholders’ equity.
Other intangible fixed assets concern licensing
rights for information systems (developed on one's
own account) for own use, and temporary publishing rights. After the technical and economic
applicability of the developed information systems
had been established, the costs incurred are
rendered active and depreciated in three years.
For the part that is rendered active and concerns
internal hours, a legal reserve will be formed.
Tangible fixed assets
These assets are valued at cost less straight-line
depreciation, based on economic life expectancy.
These rates are:
• 4% or 5% per year on business premises
depending on their nature or purpose.
• varying from10% to 20% per year on plant
and machinery.
• 20% per year on all other operational fixed assets.
• operational fixed assets subject with a rapid
technical and/or economic obsolescence are
written off over a period of three years.
Ground rent is amortised in accordance with
the ground lease term in question. Land is not
subject to depreciation.
44
ANNUAL ACCOUNTS
2004
Fixed assets under construction are valued at
the amounts contracted for construction projects, plant and machinery.
Current and long-term liabilities
The current and long-term liabilities are stated
at nominal amounts.
Financial fixed assets
Participations in which N.V. Holdingmaatschappij
De Telegraaf is able to exert significant businesslike and financial influence are valued at the
proportion of the net value asset, calculated in
accordance with the parent company’s accounting principles. Other participations are stated at
the price of acquisition.
Provisions
The provision for deferred taxation relates to
the deferred tax liability arising from the
difference between the valuation of assets and
liabilities for commercial and taxpurposes.
As far as it is permitted any deferred tax debet
is set off against deferred tax liabilities.
Long-term receivables are stated at their nominal value less any provisions deemed necessary.
Inventories
Inventories of paper, where it concerns quantities
that were also in stock in previous years, are
valued at the lower of cost price prevailing
during those years and market price as at the
balance sheet date, and where it concerns the
surplus, at the lower of cost price and market
price.
The other inventories are valued at the lower of
purchase price and market value.
Receivables
Receivables are shown at nominal amounts less
provisions for bad debts where necessary.
Securities
Securities are shown at the lower of cost and
market price as at the balance sheet date.
Liquid assets
These are stated at nominal amounts.
Calculation of this liability, which is shown at
nomimal value, is based on the current company tax rate. Calculation of this liability, which
is shown at nominal value, is based on the tax
rate which is expected to be applicable for the
period in which the liability is settled.
The provision for early retirement is stated at
the cash value of the commitment to supplement
amounts in excess of the early retirement
benefit limit. The commitment to supplement
covers a period of three to five years up to the
age of 65. The provision is determined on an
actuarial basis of 4% (2003 : 5%).
The provision for supplementary retirement
benefits consists of the cash value of the retirement benefits allowed and the pension contributions of employees who have been sick over
a long period, plus the cash value of the share
of the health insurance of pensioners payable
by the company. The provision is calculated
actuarially for both regulations on the basis of
4% (2003: 4% and 5% respectively).
The provision for supplementary disability
benefits includes the allowance payable on top
ANNUAL ACCOUNTS
of the salary of employees whose employment
is terminated in connection with the granting
of a disability allowance under the Invalidity
Insurance Act. The provision is determined on
an actuarial basis of 5%. The provision is determined on an actuarial basis of 4% (2003: 5%).
The provision for reorganisations involves finding
alternative employment, redundancy compensation as well as retraining and additional training
at the Amsterdam businesses, Media Groep
Limburg B.V. and Hollandse Dagbladcombinatie
B.V. The provision is taken against fixed-interest
securities.
4. determination of the result
The turnover is the proceeds charged to third
parties and arising from services provided to
third parties during the financial year after
allowing for VAT and discounts.
Profits are taken only insofar as they are realised
as of the balance sheet date.
Costs and risks incurred before the end of the
financial year are taken into account insofar as
they can be anticipated.
In determining the result, account is taken of
any special decline in value of fixed assets. This
occurs if the realisable value of fixed assets is
lower than the book value of the asset in question.
Special losses relating to a decline in value are
taken direct to the result. Thus adjusted, the
book value of the fixed assets in question is
written down over its remaining life.
2004
45
The share in the result for the financial year is
shown under ’income from participating interests’ where it concerns participations in which
the company is able to exert significant influence.
This result is determined on the basis of the
general principles of valuation and determination of results.
In respect of the other participations, dividend
received is also shown under income from
participations; if any dividend is receivable on
preference shares, this shall be
attributed to the year in which the right to such
dividend arose, unless receipt is uncertain.
Company tax is calculated on the result, taking
into account tax allowances, including the
substantial holding exemption, and allowing for
amounts that are not taxdeductible.
The difference with the amount in tax payable
according to the profit calculation for tax
purposes is shown in the provision for deferred
taxation.
Extraordinary income and expenditure are
generated by actions and events, which can be
cleary distinguished from activities within the
scope of the company’s normal business operations and, as a result, are rarely recurrent.
5. consolidated cash flow statement
The cash flow statement is prepared with the
indirect method. The liquid funds in the cash
flow statement consist of liquid assets and
securities.
The securities may be regarded as highly liquid
investments. Cash flows in foreign currencies are
converted at an estimated average exchange rate.
46
ANNUAL ACCOUNTS
2004
Income and expenditure relating to interest,
dividends received and income tax are stated
under cash flow from operational activities.
Paid dividends are shown under cash flow from
financing activities.
The acquisition price of group companies is
shown under cash flow investment activities
insofar as payment has been made in cash. The
liquid funds held by newly acquired group companies are deducted from the acquisition price.
Exchange rate differences regarding resources
are included separately in the cash flow.
6. segmented information
As a result of the divestment of the printing
activities as of 2002 the group’s activities solely
consist of the publishers segment.
7. earnings per share
Earnings per share are being determined by dividing the portion of the result for the financial
year available to ordinary shareholders by the
weighted average number of ordinary shares
outstanding during the financial year.
ANNUAL ACCOUNTS
2004
47
notes to the
consolidated balance sheet
fixed assets
In thousands of euros, unless otherwise stated.
intangible fixed assets
31-12-2004
Goodwill
31-12-2003
Software
Total
Goodwill
Software
Total
132,446
-
132,446
143,628
-
143,628
400
10,814
11,214
4,218
-
4,218
4
-
4
-
-
-
-8,846
-1,626
-10,472
-11,826
-
-11,826
-
-
-
-3,574
-
-3,574
124,004
9,188
133,192
132,446
-
132,446
Position as at beginning
financial year
Add: - investments
- exchange rate difference
Less: - depreciation
- downward value adjustment
Prepayment on
-
5,646
5,646
-
-
0
124,004
14,834
138,838
132,446
-
132,446
155,270
1,626
156,896
146,423
-
146,423
intangible fixed assets
Position as at end financial year
Total of depreciation and
downward value adjustments
Part of the activated software is developed in-house. As opposed to these intern development costs a statutory
reserve of € 1,658,000 is made.
Financial year 2004
tangible fixed assets
Purchase price
Write-down
Book value
up to 2004
up to 2004
31-12-2004
Land and buildings 1)
225,335
133,076
92,259
Plant and machinery
252,260
190,564
61,696
Other fixed assets
144,795
118,393
26,402
7,824
-
7,824
630,214
442,033
188,181
Purchase price
Write-down
Book value
up to 2003
up to 2003
31-12-2004
Land and buildings 1)
227,005
126,212
100,793
Plant and machinery
247,775
179,073
68,702
Other fixed assets
154,277
120,407
33,870
10,312
-
10,312
639,369
425,692
213,677
Fixed assets under construction
Financial year 2003
tangible fixed assets
Fixed assets under construction
¹) These items include the ground rent bought off in respect of the business sites of the group’s companies in Amsterdam.
As of 31 December 2004, the book value of this amounts to € 5,307,000 (previous year: € 5,517,000).
48
ANNUAL ACCOUNTS
2004
Company buildings are insured on the basis of reinstatement value, the other assets on the basis of the costs of
new construction. The insured sum amounts to € 741 million (previous year: € 638 million). The item fixed assets in
progress relates to buildings and/or installations and machinery at: Telegraaf Drukkerij Groep B.V., HDC Media B.V.,
Uitgeversmaatschappij De Telegraaf B.V., Media Groep Limburg B.V., DistriQ B.V. and De Telegraaf Tijdschriften Groep B.V.
Movements in tangible fixed assets:
Fixed assets
Land and
Plant and
Other fixed
under
buildings
machinery
assets
construction
Total
100,793
68,702
33,870
10,312
213,677
795
720
9,825
8,134
19,474
-1,015
-98
-1,606
-4,291
-7,010
-8,983
-11,298
-17,687
-
-37,968
669
3,670
1,992
-6,331
-
-
-
8
-
8
92,259
61,696
26,402
7,824
188,181
Book value as at
1 January 2004
Investments
Disinvestments
Depreciation
Assets under construction
put into operation
Exchange rate differences
Book value as at
31 January 2004
ANNUAL ACCOUNTS
2004
49
financial fixed assets
31-12-2004
31-12-2003
Non-consolidated participating interests
Appreciated at net asset value:
SBS Text v.o.f. (45%) / V8 Fox kids text, v.o.f. A’dam (45%)
SBS Broadcasting B.V., Amsterdam (27%)
Interactive Real Estate B.V., Hilversum (100%/50%)
Mobillion B.V. (31.5%), Ede
De Nationale Regiopers, Almere (19.6%)
Bohil Media B.V., Amsterdam (20%)
1,074
1,559
39,322
35,266
-
18
500
169
57
75
367
163
13
-
Televisiebedrijf Limburg B.V., Maastricht (45%)
1,640
1,410
Omroepbedrijf Limburg B.V., Maastricht (41%)
Telemol v.o.f., Amsterdam (50%)
660
603
Smart Events B.V., Rotterdam (50%)
9
-
Adventure Holding B.V., Zeist (50%)
3
-
B.V. Algemeen Nederlands Persbureau ANP, Den Haag (28.4%)
-
2,208
79,056
79,984
122,701
121,455
Valuation against acquisition price or lower market value 1)
Receivable from participating interests
2,887
2,616
Other receivables
6,767
2,667
132,355
126,738
equity
Result
(at year-end)
287,282
-57,858
2003
558
-339
2003
n.v.t
n.v.t
Total financial fixed assets
Shareholders'
1) Being:
Wegener N.V., Apeldoorn (23.9%)
AM van Gaal Media B.V., Amsterdam (20%)
ANP Holding B.V., Den Haag (8.84%)
bookvalue
As at 31 December 2004 the total market value, i.e. market value of ordinary shares and cumulative preference shares
of the package of Wegener N.V. amounts to approximately € 118 million.
After the (partial) sale of the shares in B.V. Algemeen Nederlands Persbureau ANP by the publishers, the partnership
has been restructured. The interest of De Telegraaf in the restructured enterprise (ANP Holding B.V.) amounted to
8.84% at year-end 2004. At the time of the balance sheet date, no figures of ANP Holding B.V. over 2004 were as yet
known; at the end of 2003, the share was still € 2,208,000 (28.4%), rated against net capital value. For participations
depreciated to nil, a provision of € 1.7 million was taken for the share in further losses. This provision has been included
in the entry accruals and deferred income.
50
ANNUAL ACCOUNTS
2004
Movements financial fixed assets:
Receivables from
Other participating
participating
Other
Interests
interests
receivables
Total
121,455
2,616
2,667
126,738
1,476
3,717
5,027
10,220
5,326
-
-
5,326
-1,000
14
-
-986
Book value as at 1 January 2004
Add: - Investments
- Share in result
Less: - Value adjustment
- Change provision participating interest
-524
-
-
-524
-1,424
-
-
-1,424
-2,608
-3,460
-927
-6,995
122,701
2,887
6,767
132,355
31-12-2004
31-12-2003
12,650
19,841
- Dividend participating interests
- remittance/repayment
Book value as at 31 December 2004
current assets
inventories
Raw materials
Auxiliary materials
1,134
757
13,784
20,598
67,945
69,463
26
602
27,812
22,818
The purchase cost of the stock of raw materials amounts
to € 15.6 million (previous year: € 21.5 million).
accounts receivable
Trade receivables
Participating interests
Company tax
239
655
15,465
14,068
111,487
107,606
Government bonds
3,486
3,570
Other securities
2,989
-
6,475
3,570
90,902
61,674
Other receivables
Accrued income
securities
liquid assets
Cash and bank balances
Liquid assets are freely available.
ANNUAL ACCOUNTS
2004
51
current liabilities
31-12-2004
31-12-2003
Prepaid subscription fee
54,770
34,869
Suppliers
23,706
22,954
Participating interests
Taxes and social insurance premiums
75
2,271
9,162
9,356
157
569
93,564
112,477
181,434
182,496
31-12-2004
31-12-2003
575
-
Pension liabilities
Accruals and deferred income
long-term liabilities
This concerns a loan from HMI International Holdings Inc. to TTG Hearst B.V., to be repaid in 2008 at the latest.
The interest payment is calculated on the basis of six-monthly LIBOR plus 100 basis points.
provisions
Position at
Deferred taxation
Position at
1-1-2004
Allocations
Withdrawals
Releasel
31-12-2004
202
1,366
-699
-76
793
14,976
3,148
-4,710
-
13,414
Pension allowance supplements
8,376
2,651
-2,017
-28
8,982
Disability benefit supplements
5,076
536
-926
-
4,686
Early retirement
Reorganisation provisions
25,965
17,020
-15,490
-
27,495
54,595
24,721
-23,842
-104
55,370
The current liability part regarding the provisions of € 14.7 million is accounted for in the entry accruals and deferred
income. (previous year: 16.1 million).
shareholders' equity
For the notes to shareholders’ equity, please refer to the balance sheet of N.V. Holdingmaatschappij De Telegraaf.
52
ANNUAL ACCOUNTS
2004
notes to the consolidated profit
and loss account
In thousands of euros, unless stated otherwise.
2004
2003
668,350
666,855
18,282
16,625
Net turnover
Breakdown of the net turnover
by geographical area:
The Netherlands
Other EU states
Other European states
221
76
686,853
683,556
70,138
71,679
Raw and auxiliary materials
Paper and ink
Auxiliary materials
Wages and salaries
4,075
4,103
74,213
75,782
206,306
208,342
2,553
2,271
In 2004 average working force of the group in FTEs
totalled 4,354 and in 2003 4,459.
Breakdown of the work force by operating company as at year-end:
Amsterdam businesses
Hollandse Dagbladcombinatie B.V., Haarlem
751
925
Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam
440
460
Media Groep Limburg B.V., Heerlen
403
554
-
5
De Telegraaf België, Brussels
4
4
TTG Sverige AB, Stockholm
33
27
Uitgeversmaatschappij De Trompetter B.V., Roermond
96
96
DataWire B.V., Amsterdam
36
15
4,316
4,357
Media Groep West B.V., Amsterdam
ANNUAL ACCOUNTS
2004
53
2004
2003
Pension charges
25,258
21,542
Other social security charges
25,770
26,611
51,028
48,153
8,983
8,764
Social insurance contributions
Depreciation of tangible and other intangible fixed assets
Land and buildings
Plant and machinery
11,298
9,935
Other fixed assets
17,687
19,130
37,968
37,829
Result disposed tangible fixed assets
-1,949
-710
36,019
37,119
1,626
-
37,645
37,119
Result before tax
29,276
-25,553
Company tax on this at the prevailing rate 34.5%
10,100
-8,816
Other intangible fixed assets
Note to company taxation:
Company tax in conformity with the consolidated
profit and loss account 1)
7,510
1,321
Difference in tax burden
2,590
-10,137
This difference is built up as follows:
- Fiscal facilities
- Non-tax deductible amounts (in particular goodwill)
- Balance of results subject to substantial holding exemption
- Release from deferral as a result of reduced rate company tax
Profit per share
In 2004, the total amount of shares averaged 52,500,160 (2003: 52,500,160).
The net profit for 2004 amounted to € 22,125,000 (2003: net loss € 25,765,000).
In 2004, the profit per share amounts to € 0.42 (2003: loss per share € 0.49).
) Company tax includes in accordance with the consolidated profit and loss account
1
a allocation to the provision of € 0.1 million (2003: withdrawal of € 0.1 million).
15
517
-3,898
-5,082
6,397
-5,572
76
-
2,590
-10,137
54
ANNUAL ACCOUNTS
2004
cash
flow statement
(consolidated)
2004
Amounts in thousands of euros.
2003
Cash flow from operational activities:
Operating result
7,325
23,876
48,440
49,655
Adjustments for:
- depreciations
- other downward value adjustments
intangible fixed assets
- changes in short-term receivables
- changes in inventories
0
3,574
1,118
15,591
6,814
-7,909
- changes in debts to suppliers and
other current liabilities
- changes in provisions
Cash flow from operations
7,165
-4,491
184
-10,052
71,046
70,244
Dividend received from
participating interests
2,798
1,264
Interest received/paid
3,034
3,758
Tax on profit
-11,908
Cash flow from operational activities
-13,094
64,970
62,172
Cash flow from investment activities
Investments in intangible fixed assets
-16,860
-2,711
Acquistion/divestments of group companies
and other financial tangible fixed assets
Investments of tangible fixed assets
Changes in accounts payable investments
Disinvestments of tangible fixed assets
9,993
-31,431
-19,474
-24,836
-8,240
-14,743
7,010
Cash flow from financing activities
9,933
-27,571
-63,788
Cash flow from financing activities
Dividend paid
Changes in long-term liabilities
Cash flow from financing activities
Exchange rate differences
Changes in liquid assets (securities included)
-5,775
-5,775
575
-118
-5,200
-5,893
-66
7
32,133
-7,502
ANNUAL ACCOUNTS
Amounts in thousands of euros.
2004
55
2004
2003
61,674
69,143
Cash and cash equivalents as at 1 January
- Cash/cash equivalents
- Securities
3,570
3,603
65,244
72,746
Cash and cash equivalents as at 31 December
- Cash/cash equivalents
- Securities
Changes cash and cash equivalents
90,902
61,674
6,475
3,570
97,377
65,244
32,133
-7,502
56
ANNUAL ACCOUNTS
2004
balance sheet of
n.v. holdingmaatschappij
de
telegraaf
(before appropriation of the result)
31-12-2004
In thousands of euros.
31-12-2003
fixed assets
Intangible fixed assets
Goodwill
-
37
405,118
442,705
39,405
38,474
Tangible fixed assets
Participating interests in group companies
Other participating interests
Receivable on minority interests
Deferred receivable tax
Other receivables
-
454
1,531
1,199
4,850
511
Total fixed assets
450,904
483,380
current assets
Receivables
Tax and social insurance contributions
Pension contribution
22,993
29,334
648
500
136
17
Accrued income
1,060
2,150
Liquid assets
9,655
103
34,492
32,104
Banking institutions
-
39,002
Other liabilities
-
349
8,722
12,559
8,722
51,910
Other receivables
Total current assets
current liabilities
Accrued liabilities
Current assets net of
current liabilities
25,770
-19,806
476,674
463,574
ANNUAL ACCOUNTS
31-12-2004
In thousands of euros.
2004
57
31-12-2003
provisions
Early retirement
13,360
14,922
Pension allowance supplements
7,931
7,370
Disability benefit supplements
4,641
5,030
Reorganisation provisions
6,099
7,919
32,031
35,241
shareholders’ equity
Issued capital
Statutory reserves
Other reserves
Unappropriated result
13,125
13,125
1,733
115
407,660
440,858
22,125
-25,765
444,643
428,333
476,674
463,574
58
ANNUAL ACCOUNTS
2004
profit and loss account
of n.v. holdingmaatschappij
de telegraaf
In thousands of euros.
2004
2003
Net income from participating interests
9,168
19,440
Other net income and expenditure
12,957
-45,205
Result after tax
22,125
-25,765
ANNUAL ACCOUNTS
2004
59
notes to the balance sheet
and profit and loss account
For the general accounting principles and the principles for the valuation of assets and liabilities and the
determination of the result, reference is made to the notes to the consolidated balance sheet and profit and loss
account. Group companies are shown at their net asset value.
fixed assets
intangible fixed assets
2004
2003
Goodwill
37
5,345
-37
-1,734
Downward value adjustment
-
-3,574
Book value as at 31 December
-
37
Book value as at 1 January
Depreciation charged to the result
financial fixed assets
Group companies with registered offices
This item includes the following group of companies and receivables in respect of these group companies:
- Uitgeversmaatschappij De Telegraaf B.V., Amsterdam
- Telegraaf Drukkerij Groep B.V., Amsterdam
- B.V. Rotatiedrukkerij Voorburgwal, Amsterdam
- B.V. Drukkerij Noordholland, Hoorn
- Grafisch Bedrijf Media Groep Limburg B.V., Heerlen
- B.V. Beleggingsmaatschappij Voorburgwal, Amsterdam
- De Telegraaf Tijdschriften Groep B.V., Amsterdam
- TTG Sverige AB, Stockholm
- TTG Hearst B.V., Amsterdam (75%)
- Twickel B.V. Amsterdam
- BasisMedia B.V., Amsterdam
- Hollandse Dagbladcombinatie B.V., Haarlem
- HDC Media B.V., Haarlem
- B.V. Agentenadministratiekantoor ‘t Gooi, Hilversum
- Uitgeversmaatschappij Hollands Noorderkwartier B.V.,
Amsterdam
- Exploitatiemaatschappij G en E Vastgoed B.V., Hilversum
- Drukkerij Stuurman B.V., Zaandam
- Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam
- Uitgeverij Van Groenigen B.V., Haarlemmermeer
- Uitgeverij Hoevelaken Beheer B.V., Amsterdam
- B.V. Uitgeverij De Echo, Amsterdam
- B.V. Reclame ‘t Gooi, Hilversum
- B.V. Noorderpers, Hoorn
- Uitgeversmaatschappij Limburgs Dagblad B.V., Heerlen
- Media Groep Limburg B.V., Heerlen
- Uitgeversmaatschappij De Limburger B.V., Maastricht
- Regionale Televisie Limburg B.V., Maastricht
- Uitgeversmaatschappij De Trompetter B.V., Roermond
- De Kempen Pers B.V., Hapert
- DataWire B.V., Amsterdam
- DWC B.V., Roermond
- DataWire Sport B.V., Amsterdam (75%)
- Telegraaf Media Management B.V. Amsterdam
- Telegraaf Media ICT B.V. Amsterdam
- Telegraaf Finance B.V., Amsterdam
- Telegraaf Events B.V., Amsterdam
- DistriQ B.V., Amsterdam
- Telegraaf Distri B.V., Amsterdam
- Media Groep West B.V., Amsterdam (90%)
- Media Menu Beheer B.V/C.V, Groningen (75%)
- Telegraaf Media International BV, Amsterdam
- Telegraaf Media Ukraine LLC, Kiev
60
ANNUAL ACCOUNTS
2004
The annual accounts of these group companies are included in the consolidated balance sheet
and profit and loss account.
31-12-2004
31-12-2003
Group companies
Visual equity
Receivables and liabilities on balance
19,028
167,155
386,090
275,550
405,118
442,705
Other participating interests
This item relates to the minority interest in:
39,322
SBS Broadcasting B.V. (27%), Amsterdam
35,266
83
Other participating interests
Receivable on minority participating interest
Deferred tax receivable
3,208
39,405
38,474
-
454
1,531
1,199
4,850
511
450,904
483,343
Other receivables
Outstanding
Total financial fixed assets
Movements in financial fixed assets:
Position as at 1 January 2004
Add: - investments
Other
Receivable on
Group
participating
minority partici-
Other
companies
interests
pating interests
receivables
442,705
38,474
454
1,710
36
-
-
4,600
- share in result
5,112
4,056
-
332
- other changes
60,180
-
-
-
Less: - disposal/value adjustment/
repayment
- Dividend paid
Position as at 31 December 2004
-
-1,701
-454
-261
-102,915
-1,424
-
-
405,118
39,405
-
6,381
ANNUAL ACCOUNTS
2004
61
provisions
Notes to the provision please refer to the notes on the consolidated balance sheet.
shareholders' equity
31-12-2004
31-12-2003
13,125
13,125
115
96
Issued capital
The authorised capital amounts to € 50,000,000
divided into shares of € 0.25 par value.
Issued:
Ordinary shares
(including € 240 priority shares)
Statutory reserves
Position as at beginning of the financial year
Add:
- concerning activated development costs
Less/Add: - Exchange rate differences
Position as at the end of the financial year
1,658
-
-40
19
1,733
115
415,093
440,858
-1,658
-
Other reserves
Position as at the beginning of the financial year
Less: - from processing loss
- dividend 2003 )
1
Position as at end of the financial year
-5,775
-
407,660
440,858
22,125
-25,765
444,643
428,333
Unappropriated result
Result of the financial year
Total shareholders' equity at year-end
) The dividend of 2002, paid out in 2003, was charged
1
to the shareholders' equity at year-end 2002.
62
ANNUAL ACCOUNTS
2004
remuneration managing board
and ex-managing board
Standard
Deferred
remuneration
remuneration 1)
A.J. Swartjes
469,568
105,826
F.Th.J. Arp
469,568
51,288
W.O. Kok
469,568
17,056
469,568
203,503
1,878,272
377,673
Managing Board
J. Olde Kalter
Ex-Managing Board
L.G. van Aken
-
57,151
H. Schor
-
56,923
-
114,074
remuneration supervisory board
Standard
Deferred
remuneration
remuneration
A.J. van Puijenbroek
23,370
-
W.H. Charles
19,966
-
mrs M. Tiemstra
19,966
-
L.G. van Aken 2)
-
-
4,992
-
W. van Voorden
19,966
-
H.L. Weenen
19,966
-
108,226
-
W. Overmars
The remuneration and any other terms of employment in respect of every director are determined by the Supervisory
Board, in accordance with the resolutions of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij
De Telegraaf. Besides the fixed components of the remuneration, the group profit sharing scheme also applies to
the Managing Board. The remuneration policy does not provide for a bonus scheme or share option scheme.
The renumerations included the salaries of the members of the Managing Board and former members of the Managing
Board amounted to € 2.3 million in 2003. Remuneration to the Supervisory Board amounted to € 119,872 in 2003.
As at 31 December 2004 the total amount of shares/depositary receipts in N.V. Holdingmaatschappij De Telegraaf
of the joint Supervisory Board amounts to 21,273 and of the Managing Board 1,936.
) concerning pension costs and voluntary early retirement costs
1
) No remuneration pursuent to early retirement claim.
2
ANNUAL ACCOUNTS
2004
63
Commitments and contingent liabilities
Pursuant to section 403, paragraph 1 , sub f, Book 2 of the Dutch Civil Code, the company has assumed liability for any
debts arising from the group companies consolidated under financial fixed assets, excluding Media Groep West B.V.,
Telegraaf Events B.V., DataWireSport B.V. and TTG Hearst B.V.
For joint ventures entered into with third parties in the form of a partnership firm, the rule applies that the group
subsidiary company participating therein, is severally liable for all debts of such a partnership.
As part of the sale of its participation in SBS Radio B.V. N.V. Holdingmaatschappij De Telegraaf has a contingent
liability for subsequent payment. This liability becomes instant if Radio Noordzee loses its broadcasting licence
before 1 September 2010. The extent of the possible liability decreases from a maximum of € 0.9 million to
€ 0.5 million in 2010.
N.V. Holdingmaatschappij De Telegraaf, with virtually all of its 100% Dutch subsidiary companies, forms a fiscal
entity. Within such a fiscal entity, the group’s subsidiary companies are severally liable for tax debts from both
sides, with regard to the taxation authority.
Amsterdam, 16 March 2005
Managing Board
Supervisory Board
A.J. Swartjes, chairman
A.J. van Puijenbroek, chairman
F.Th.J. Arp
W.H. Charles
W.O. Kok
H.L. Weenen
J. Olde Kalter
mrs M. Tiemstra
L.G. van Aken
W. van Voorden
64
OTHER DATA
2004
auditors´ report
introduction
opinion
We have audited the accompanying 2004 financial statements of N.V. Holdingmaatschappij
De Telegraaf, Amsterdam. These financial statements are the responsibility of the company’s
management. Our responsibility is to express
an opinion on these financial statements based
on our audit.
In our opinion, the financial statements of N.V.
Holdingmaatschappij De Telegraaf give a true
and fair view of the financial position of the
company as of 31 December, 2004 and of the
result for the year then ended in accordance
with accounting principles generally accepted in
the Netherlands and comply with the financial
reporting requirements as included in Part 9
of Book 2 of the Netherlands Civil Code.
scope
Deloitte Accountants B.V.
We conducted our audit in accordance with
auditing standards generally accepted in the
Netherlands. Those standards require that we
plan and perform the audit to obtain reasonable
assurance about whether the financial statements
are free of material misstatement. An audit
includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made
by management, as well as evaluating the overall
financial statements presentation. We believe
that our audit provides a reasonable basis for
our opinion.
Amsterdam, 16 March 2005
66
OTHER DATA
2004
post balance sheet events
Media Groep Limburg B.V. has announced a
new reorganization in January of 2005, through
which 35 jobs will become redundant in the
short term.
As of 1 January 2005, Uitgeverij Trompetter B.V.
has taken over Bongers Beheer B.V., a publisher
of door-to-door papers in the province of Limburg.
Uitgeversmaatschappij De Telegraaf B.V. has
indicated that it intends to exercise its option to
increase to 100% in the capital of Bohil Media
B.V. this very spring. After implementation, the
result of Bohil Media B.V. will be included in
consolidation from 1 January 2005.
The intended joint venture with Kyiv Post
Group (KPG), which was announced last year,
did not occur. After the balance sheet date, a
preliminary agreement was signed with CPL
Euromedia Ukraine (CPL) for the acquisition of
5 titles which CPL is publishing in the Ukraine at
the moment. The titles, aimed at the consumer
market in the Ukraine, comprise, among others,
Domus Design (interior decorating magazine),
What's On (entertainment magazine) and
Panorama (in-flight magazine of UAL).
In all, the reorganizations and aforementioned
acquisitions involve an amount of more than
€ 21 million. The effect on the net result of 2005
(according to IFRS guidelines) is budgeted at
about 2.0 million negative.
OTHER DATA
2004
67
legal/profit appropriation
as provided for in the articles
of association
Pursuant to the law and article 34 of the articles
of association of N.V. Holdingmaatschappij
De Telegraaf, the following rules apply to the
appropriation of profits:
sufficient, the deficit shall be paid out of the
distributable portion of shareholders’ equity.
The dividend is determined over the paid-up
portion of the nominal amount.
•
•
Subject to the approval of the Supervisory
Board and Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf,
the Managing Board shall decide every year
what percentage of the profit - the positive
balance of the profit and loss account - is to
be added to the reserves.
•
Out of the profits, after addition to the
reserves in accordance with the preceding paragraph, a dividend shall be paid on the amount
paid in on the preference shares, the percentage
of which shall be equal to the average yield of
Dutch medium-term government bonds as at
the beginning of the financial year to which
the distribution relates, increased by one per
cent. The average yield is determined by the
Managing Board subject to the approval of the
Supervisory Board.
•
A primary dividend amounting to five per
cent of the nominal amount of their shares or
- if the profit is not sufficient for this - as high a
percentage as possible, is then paid out to the
holders of ordinary shares and priority shares.
Where it concerns priority shares, the percentage
of the above-mentioned dividend may not
exceed the percentage of the legal interest rate
prevailing on the last day of the financial year in
question.
•
If the distribution of dividend on preference
shares, as referred to in paragraph 2, cannot be
effected or not in full because the profit is not
The remaining profit shall be at the disposal
of the General Meeting provided that no
further dividend is to be distributed on priority
shares and preference shares.
•
Profit distributions may not exceed the amount
of the distributable portion of shareholders’
equity.
•
If the balance shows a loss for any year, no
dividend will be distributed for that year. No
dividend may be paid in subsequent years
until the loss has been fully compensated for
by the profit. However, at the proposal of the
priority shareholders,the general meeting may
resolve to make up such loss to the debit of the
distributable portion of shareholders’ equity
or to distribute a dividend to the debit of the
distributable portion of shareholders’ equity
as well.
•
Distribution of profit is effected following
adoption of the annual accounts showing that
such distribution is permitted.
•
In determining the profit distribution, the
shares held by the company in the capital are
not included in the calculation.
68
OTHER DATA
2004
special rights under the articles
of association
priority shares
declaration of independence
The priority shares are held by the Stichting
Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, the Board as of
31 December, 2004 consists of Messrs L.G. van
Aken, E.F.M. Kok, A.J. van Puijenbroek and
E.H. van Puijenbroek.
The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting
Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf hereby declare that,
in their joint opinion, the requirements with
respect to the independence of the Board of
Stichting Beheer van prioriteitsaandelen
N.V. Holdingmaatschappij De Telegraaf, set out
in Annex X to the Listing and Issuing Rules of
Amsterdam Exchanges N.V., Amsterdam, have
been fully met.
The goal of the foundation is to acquire and
manage the priority shares in the company and,
to ensure continuity in the management of the
company, to defend against influences on the
management that could prejudice the company’s
independence and would be contrary to the
company’s interest, and to further a good policy
in the company’s interest.
The powers attached to the priority shares
include the right of granting approval for
resolutions for the issue of shares, of fixing the
number of Managing Board members and their
remuneration, of fixing the number of members
of the Supervisory Board of the company, and
of taking the initiative for an amendment to
the articles of association and dissolution of the
company before the General Meeting of Shareholders can take a decision on that.
Managing Board of
N.V. Holdingmaatschappij De Telegraaf
Board of Stichting Beheer
van prioriteitsaandelen
N.V. Holdingmaatschappij De Telegraaf
Amsterdam, March 2005.
OTHER DATA
preference shares
The goal of Stichting Preferente Aandelen
De Telegraaf is:
•
2004
69
The right to issue preference shares of N.V.
Holdingmaatschappij De Telegraaf has been
granted by Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf.
To look after the interests of the company
limited by shares N.V. Holdingmaatschappij
De Telegraaf, established in Amsterdam, hereinafter called: ’the company’, the companies
associated with it and all those involved, by
defending the company as much as possible
against influences that could threaten its continuity, independence or identity and would be
contrary to these interests.
The Board consists of one Chairman and four
members. Composition of the Board as of
31 December 2004: G.G. Witsen Elias (Chairman),
S.E. de Jong, A. den Bandt, E.F.M. Kok and
A.J. van Puijenbroek.
•
declaration of independence
Defending the company against influences of
third parties that could impair editorial independence, as well as the principles underlying
editorial policy concerning news publications of
enterprises within the group.
The foundation seeks to achieve this goal by
acquiring preference shares in the company
and by exercising the rights attached to these
shares. In doing so, the foundation takes into
account the purpose for which preference
shares may be issued.
This purpose does not include the sale, encumbrance or any other disposal of shares except in
case of:
As of the balance sheet date no preference
shares had been issued.
The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting
Preferente Aandelen De Telegraaf hereby
declare that, in their joint opinion, the requirements in respect of the independence of the
Board of Stichting Preferente Aandelen
De Telegraaf, set out in Annex X to the Listing
and Issuing Rules of Amsterdam Exchanges
N.V., Amsterdam, have been fully met.
Managing Board of
N.V. Holdingmaatschappij De Telegraaf
Board of Stichting
Preferente Aandelen De Telegraaf
•
Sale to the company itself or to a company
associated with it within the group and designated by the company.
•
Collaboration in the repayment on and the
cancellation of shares.
Amsterdam, March 2005.
70
OTHER DATA
2004
publications and activities
of de telegraaf company
as of january 2005
newspapers
Modern Country
Elegance
other internetactivities
Vecht-Journaal
Baarns Weekblad
Woonbode
De Telegraaf
MAN
Sp!ts
Residence
www.DFT.nl
Wijdemeren Journaal
Limburgs Dagblad
Hitkrant
speurders.nl
HEBBUS
Dagblad De Limburger
Autovisie
autotelegraaf.nl
Haarlems Dagblad
Starstyle
elcheapo.nl
Flevoland
IJmuider Courant
Chapeau! (issued by MGL)
vacaturekrant.nl
De Almare (3 editions)
Leidsch Dagblad
Nummer 1 (issued by MGL)
weerkamer.nl
Zondagochtendblad
De Gooi- en Eemlander
AutoTelegraaf Occasion Mag.
woonkrant.nl
reiskrant.nl
Haarlem and
Noordhollands Dagblad
SWEDEN
www.Limburgpersoneel.nl
surrounding area
including:
Vi Båtägare
www.Limburgopwielen.nl
Nieuwsblad De Kennemer
- Alkmaarsche Courant
Båtnytt
www.spits.vacaturekrant.nl
Haarlems Weekblad
- Schager Courant
Golf Digest
www.zorg.vacaturekrant.nl
Heemsteedse Courant
- Enkhuizer Courant
Residence
www.limburgwonen.nl
Nieuwsblad IJmuiden
- Dagblad voor West-Friesland
Cosmopolitan
www.autocircuit.nl
Nieuwsblad Santpoort
- Helderse Courant
Hemmets Bazaar
www.woneninholland.nl
& Velserbroek
- Dagblad Kennemerland
Allt om Kök och Bad
www.groeneweekblad.nl
Zondag Haarlem
Almere Vandaag
Zondag IJmuiden
- Dagblad Zaanstreek
- Dagblad Waterland
internet
internet
NETHERLANDS
door-to-door papers
and news journals
Leiden and surrounding area
www.telegraaf.nl
www.autovisie.nl
Regionally distributed with
Het Magazine
www.spitsnet.nl
www.hitkrant.nl
De Telegraaf
www.haarlemsdagblad.nl
www.moderncountry.nl
!N
www.ijmuidercourant.nl
www.prive.nl
www.leidschdagblad.nl
www.fhm.nl
Greater Amsterdam area
www.nhd.nl
www.starstyle-magazine.nl
De Echo (11 editions)
Alphen a/d Rijn and
www.gooieneemlander.nl
www.man.nl
Het Weekblad op Zondag
surrounding area
www.almerevandaag.nl
www.esquire.nl
De Woongids
Witte Weekblad
www.mgl.nl
www.cosmogirl.nl
Amstelveens Nieuwsblad
Het Weekend
www.limburgsdagblad.nl
www.residence.nl
Het Weekend
Makelaars Vizier
www.limburger.nl
www.elegance.nl
www.ttg.nl
magazines
HET op Zondag
Witte Weekblad
The bulbgrowing area
Witte Weekblad
Amstelland/
Zaanstreek/Purmerend
SWEDEN
Haarlemmermeer
Noordhollands Weekblad
www.cosmopolitan.se
Witte Weekblad
De Zaankanter
www.batnytt.se
Zondag Haarlemmermeer
De Krommenieër
NETHERLANDS
www.vibatagare.se
Privé
www.golfdigest.se
’t Gooi and surrounding area
Zondagochtendblad
Esquire
www.marinan.com
De Gooi- en Eembode
Witte Weekblad voor
CosmoGIRL!
www.residence.se
Laarder Courant De Bel
Edam/Volendam/
FHM (For Him Magazine)
www.ttg.se
Nieuwsblad voor Huizen
Waterland
Het Gezinsblad
OTHER DATA
West-Friesland
Westfries Weekblad
other
activities
Enkhuizer Weekblad
Zondagochtendblad
- Interactive information
services
Alkmaar and
surrounding area
- Participating interests in
2004
71
participating interests
Media Groep West B.V.
(90%)
V.o.f. SBS 6/Net 5 Text
(45%)
V.o.f. Veronica/Fox Kids Text
Mobillion B.V.
(45%)
(31.5%)
national commercial TV
Alkmaars Weekblad
- Participations in exhibitions
SBS Broadcasting B.V.
De Koerier
- Teletext activities
Koninklijke Wegener N.V.
Nieuwsblad voor Castricum
DataWire B.V.
Uitgeversmaatschappij De Telegraaf B.V.:
Zondagochtendblad
- PayperNews Beheer B.V.
(27%)
(25.13%)
De Duinstreek
RKK Beheer B.V.
(25%)
(RKK C.V.)
internet
Bohil Media B.V.
(20%)
Schager Weekblad
www.mediagroepwest.nl
Media Menu Beheer B.V.
(75%)
CTR/De Polderbode
www.datawire.nl
(Media Menu C.V.)
Deze Maand
www.mobillion.nl
Noord-Holland-North
Helders Weekblad
Wieringer Courant
NRp Beheer B.V.
Wieringermeerbode
(De Nationale Regiopers C.V.
(25.8%)
Zondagochtendblad
printing companies
Noord-Brabant-East
Telegraaf Drukkerij Groep B.V.
Televisiebedrijf Limburg B.V./L1
(45%)
De Trompetter (5 editions)
- B.V. Rotatiedrukkerij
Omroepbedrijf Limburg B.V./L1
(41%)
Media Groep Limburg B.V.:
De Schakel
Voorburgwal
Veldhovens Weekblad
- B.V. Drukkerij Noordholland
ANP Holding B.V.
Oirschots Weekjournaal
- Grafisch bedrijf Media Groep
TTG Hearst AB
(50%)
Kempener Koerier
Limburg B.V. (Nieuwsdruk
TTG Hearst B.V.
(75%)
De Kempenaer
Limburg)
AM van Gaal Media B.V.
(20%)
De Hilverbode
Bongers Drukkerij B.V.
Nieuwsklok
Limburg
DataWire B.V.
logistics
De Trompetter (13 editions)
DataWireSport B.V.
(70%)
BasisMedia B.V.
DistriQ B.V.
internet
(8.84%)
Smart Events B.V.
(50%)
- Telegraaf Distri B.V.
- Regio Distri B.V.
www.hollandcombinatie.nl
Telegraaf Events B.V.
Telegraaf Expomedia Events vof
(50%)
www.trompetter.nl
www.bongersmedia.nl
information and
communicationtechnology
Telegraaf Media ICT B.V.
Bongers Media Productie - De Informatiefabriek B.V.
De Informatiefabriek vof
(30%)
72
OTHER DATA
2004
report for the year 2004 of
stichting administratiekantoor van
aandelen n.v. holdingmaatschappij
de telegraaf
During the year 2004, the total number of
convertible depositary receipts in N.V. Holdingmaatschappij De Telegraaf increased by 488,758
and amounted to 32,614,688 (of € 0.25 par
value) as of 31 December 2004, representing a
nominal amount of € 8,153,672. These receipts
were matched by an equal number of shares
held in trust. The increase was caused by the
fact that shareholders converted their shares
into depositary receipts in N.V. Holdingmaatschappij De Telegraaf.
During the Management Board meeting of
23 March 2004, Mr J.S. Dienske (Board Member
A) was reappointed. Mrs J.A. Brewer-de Koster
was reappointed as Board Member B of this
body by the Management Board of Stichting
Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. With the exception
of Mrs Brewer, the Management Board
members of aforementioned foundation are
independent in the sense of condition IV.2.2. of
the Code Corporate Governance. Mrs Brewer
was appointed for a final period of four years,
and before the Code was lodged in civil law.
The accounts of our foundation for the financial
year 2003 were discussed and approved. The
financial statements of N.V. Holdingmaatschappij
De Telegraaf and the dividend proposal for 2003
were discussed in detail with the Managing
Board. The Management Board discussed
Principe IV Certification of Shares of the Code
Corporate Governance and has taken up a
point of view on a number of best practice
conditions. In addition, it appeared that further
research was desired in the case of a number of
conditions and so the subject Corporate
Governance was rescheduled for the agenda
of the autumn meeting.
The annual meeting of shareholders of
N.V. Holdingmaatschappij De Telegraaf was
held in Amsterdam on 7 April 2004. Our foundation represented 52% of the votes present at
the annual meeting and voted in favour of the
Supervisory Board’s recommendations to adopt
the financial statements for the year 2003, and
with regard to the processing of the loss, the
fixing of the dividend on account of the distributable part of shareholders’ equity, and
discharging members of the Managing Board
from their management, and the Supervisory
Board from their supervision, in the year under
review. Our foundation supported the proposals authorizing the Management Board to
repurchase shares, and the extension of the
authorization of the Stichting Prioriteit tot
Uitgifte van Aandelen, and to proceed with the
limitation or exclusion of the right of preference
in case of the issue of ordinary shares (including among other things, the granting of the
rights to taking ordinary shares). The reappointment of Mr H.L. Weenen as a member of the
Supervisory Board of N.V. Holdingmaatschappij
De Telegraaf and the appointment of Deloitte
as auditors of the Telegraaf group, were also
supported by our foundation. The foundation
has taken notice of the points of view of the
Managing Board and the Supervisory Board
with regard to the implementation of the Code
Corporate Governance.
In de bestuursvergadering van 31 augustus 2004
During the Management Board meeting of
31 August 2004, the semi-annual figures of the
Telegraaf group were discussed as a result of
the relevant press release. The Management
Board has invited the notary public firm of
Houthoff Buruma for the discussion of Principle IV
OTHER DATA
of the Code Corporate Governance. The Management Board has dwelled upon this subject
at length and subsequently determined its point
of view. Principle IV and the best practice
conditions are supported, with the exception
of the following conditions. Condition IV 2.2.
is supported and all managers will therefore be
appointed by the Managing Board. However,
after consultation with the stichting prioriteit,
it has been decided that the foundation may
submit a non-binding nomination in the case
of the appointment of two of the five Managing Board members. Should the Managing
Board not adopt this nomination and appoint a
Board member itself, such an appointment will
only occur after consultation with the Stichting
Prioriteit, during which the Managing Board
will motivate its decision. The binding voting
instruction as included in condition IV 2.8., is
not supported. Holders of certificates should be
present at the general meeting of shareholders
and conduct discussions about the listed agenda
items on that occasion. The aforementioned
leads to a change of the rules of association and
administration conditions of our foundation.
For the implementation of best practice condition
IV 2.1. of the Code, a meeting of holders of certificates will be called on 3 February 2005, during
which a number of specific subjects in the Code
will be discussed with the holders of certificates, and the change of the rules of association
and administration conditions will be clarified.
The remuneration of the members of the Management Board consists of a payment of € 3,403
per annum for each member. The costs of the
activities of the Administratiekantoor mainly
consist of the payment for the official stock
2004
73
market quotation and the processing costs of
ABN-Amro Bank, amounting to a total of
€ 17,660. The legal and auditor’s costs were
paid by the company in 2004.
The Management Board of the Stichting
Administratiekantoor van Aandelen N.V. Holdingmaatschappij De Telegraaf consists of the
following members, with the (previous and/or
present) positions duly mentioned:
W.M. Lammerts van Bueren, chairman:
extraordinary professor of International
University Cooperation/Economic Sciences EUR
Mrs J.A. Brewer-de Koster, secretary:
former Supervisory Board member of N.V.
Holdingmaatschappij De Telegraaf and former
Management Board member of the Stichting
Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf
J.S. Dienske:
former secretary of the Koninklijke Verbond van
Grafische Ondernemingen
W.P. Moleveld:
Professor of Accountancy Nyenrode University
E.H. van Puijenbroek:
Director of Textielfabrieken H. van Puijenbroek BV.,
Management Board member of the Stichting
Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf
Stichting Administratiekantoor van aandelen
N.V. Holdingmaatschappij De Telegraaf
p/a Basisweg 30, 1043 AP Amsterdam
Amsterdam, March 2005.
74
OTHER DATA
2004
statement of
independence
The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of the
Stichting Administratiekantoor van aandelen
N.V. Holdingmaatschappij De Telegraaf hereby
declare that, in their joint opinion, the requirements regarding the independence of the Board
of the Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf,
set out in Annex X to the Listing and Issuing
Rules of Amsterdam Exchanges N.V., have been
fully met.
Managing Board
N.V. Holdingmaatschappij De Telegraaf
Board of Stichting Administratiekantoor
van aandelen N.V. Holdingmaatschappij
De Telegraaf
Amsterdam, March 2005.
76
OTHER DATA
2004
international financial reporting standards (ifrs)
temporary consolidated
balance sheet based on ifrs
The presented balance sheet and profit and
loss account based on IFRS principles, are of
a temporary nature. The main reasons for this
are based on the fact that the legislation is
still subject to changes and that not until
31 December 2005, in accordance with the
then prevailing guidelines, will there be
clarity with regard to the guidelines to be
followed for the annual account of 2005,
including the comparable figures over 2004.
In addition, there is still uncertainty with
regard to the size of the commitments flowing from existing early retirement schemes,
as mentioned hereafter. Changes in these
can have a material effect on the figures
presented.
N.V. Holdingmaatschappij De Telegraaf applies
a ’first time adoption’ per 1 January 2004 for all
applicable IFRS regulations. No accountants’
audit has been applied to the temporary IFRS
information.
From 1 January 2004 the following alterations
will be in force:
1. Under IFRS there is no question of a systematic depreciation of goodwill.
2. Stocks (paper) will henceforth be valued on
the basis of the FIFO-system (First In First Out),
where previously, the LIFO-system (Last In First
Out) was used.
3. A number of employee remunerations
with a long term effect are in existence, which
qualify as a ’Defined Benefit’ scheme under
IFRS and so have an effect on the consolidated
shareholders’ equity. The main ones are the
pension schemes, the disability and voluntary
early retirement schemes, as well as reorganization provisions. This results in a net capital
effect of - € 23 million per 1 January 2004.
With regard to the effects of these valuations
of the pension funds on the profit and loss
account, the so-called corridor approach will
be applied. Through this, only changes in the
capital deficit which are higher than 10% of
the larger one of the entries possessions and
pension commitment, will be taken into consideration. In addition and in accordance with
the guideline, these will be amortized over the
average remaining period of employment, in
this case 10.9 years.
4. For a part of the employees, pension
schemes at the Pensioenfonds Grafische Bedrijven
(PGB) (20% of all employees) and the Pensioenfonds Vervoer (7%) apply. Both funds take the
view that their schemes can be qualified as
“Defined Contribution”. They further indicate
that, should the scheme qualify as “Defined
Benefit”, “there is no objective key for attributing a proportional share to the company” (in
the reserve surplus/deficit of the fund). They
also indicate that, should this share indeed be
calculable, “this would not provide information
about future employers’ contributions, since the
(future) share in the reserve surplus or deficit does
not have a consistent and reliable base, and no
relation exists with any economic reality.”
5. For employees (with the exception of the
daily newspaper journalists, to whom a separate
scheme applies on the basis of a capital coverage system) an early retirement scheme applies
on the basis of an apportionment method.
This scheme is implemented for the sector by
OTHER DATA
2004
77
the FWG (Fund reduction working hours older
employees in the printing industry) a part of the
Pensioenfonds Grafische Bedrijven.
7. The allocation to the provisions partly concerns interest for provisions turned into cash.
This part is presented as interest costs under IFRS.
The fund only contains very limited financial
means. Financing the current payments occurs
from the annual premiums. In the actuarial
calculation of the provision based on IFRS
Principles, the proscribed ’Projected Unit Credit
Method’ has been utilized. The amount of the
provision is determined by the length of time in
which the early retirement scheme will continue
to exist in its present form. In addition, the
recent government measures with regard to the
abolition of the fiscal provisions for early retirement and pre-pensions are of importance.
8. In this pro forma balance sheet the effects
of the following have not yet been taken into
account:
6. As a result of the changeover to IFRS, the
shareholders’ equity changes. The changeover
also has consequence for the latent taxation.
- Tangible fixed assets:
Component approach. This has neither an
effect on capital or (significantly) on results.
- Financial fixed assets:
Proportional consolidation of joint ventures.
This has neither an effect on capital or results.
- Group relations:
In the separate financial statements, group
subsidiary companies, participations and joint
ventures are valued at cost price.
78
OTHER DATA
2004
international financial reporting standards (ifrs)
temporary
consolidated balance
(after appropriation of result)
31-12-2004
Amounts in thousands of euros.
01-01-2004
Fixed assets
Intangible fixed assets
147,530
Tangible fixed assets
188,181
213,677
Financial fixed assets
132,355
126,738
Total fixed assets
132,446
468,066
472,861
Current assets
Inventories
15,594
22,489
Receivables
126,799
128,718
6,475
3,570
Securities
90,902
61,674
Total current assets
239,770
216,451
Current liabilities
166,697
169,311
Liquid assets
Current assets net
of current liabilities
Long-term liabilities
Provisions
Share third-parties
Shareholders’ equity
73,073
47,140
541,139
520,001
575
0
133,498
140,515
0
885
407,066
378,601
541,139
520,001
OTHER DATA
2004
79
international financial reporting standards (ifrs)
temporary consolidated profit
and loss account
Amounts in thousands of euros.
Net turnover
Raw and auxiliary materials
Wages, salaries and social security charges
Depreciation of tangible and intangible fixed assets
2004
686,853
74,294
249,794
37,799
Other operating costs
300,278
Total operating expenditure
662,165
Operating profit
Income from participating interests
Interest income
Income from securities
Other downward value adjustments of financial fixed assets
Interest charges
Balance of financial revenues and charges
Pre-tax result from ordinary trading
24,688
19,918
2,871
235
-1,000
-72
21,952
46,640
Tax on the result of ordinary trading
12,719
Result after tax
33,921
Share third-parties
359
Net result
34,280
Result per share
€ 0,65
80
OTHER DATA
2004
international financial reporting standards (ifrs)
notes to the adjusted temporary
consolidated balance sheet
Amounts in thousands of euros.
Intangible fixed assets
toelichting
01-01-2004
138,838
132,446
1
Present principles
No amortisation of goodwill
IFRS principles
Inventories
31-12-2004
8,692
-
147,530
132,446
13,784
20,598
2
Present principles
1,810
1,891
15,594
22,489
111,487
107,606
15,312
21,112
126,799
128,718
Present principles
181,434
182,496
Reclassification short-term part of provisions
-14,737
-13,185
166,697
169,311
55,370
54,595
FIFO valuation in stead of LIFO
IFRS principles
Receivables
6
Present principles
Active deferred taxation to the credit of equity adjustments
IFRS principles
Short-term liabilities
3
IFRS principles
Provisions
3,4
Present principles
Reclassification from passive to active deferred taxation
6
IAS 19 valuation of provisions
IFRS principles
-793
-202
78,921
86,122
133,498
140,515
444,643
428,333
8,692
-
Shareholders’ equity
Present principles
Adjustments in:
Intangible fixed assets
1
Inventories
2
1,810
1,891
Receivables (active deferred taxation)
6
15,312
21,112
Short-term liabilities
Provisions
IFRS principles
3
14,737
13,185
3,4
-78,128
-85,920
407,066
378,601
OTHER DATA
2004
81
international financial reporting standards (ifrs)
adjustment notes to the
temporary consolidated profit
and loss account
Amounts in thousands of euros.
Raw and auxiliary materials
toelichting
2
74,213
Present principles
81
FIFO inventories valuation in stead of LIFO
IFRS principles
Wages, salaries and social security charges
74,294
3,4
257,334
Present principles
-7,540
Service costs in stead of transferred pension contribution
IFRS principles
Other operating costs
249,794
3,4
301,490
Present principles (under Provisions)
-1,212
Allocation of reorganisation provisions taken up in service costs
IFRS principles
Depreciation of goodwill and publishing rights
300,278
1
8,846
Present principles
-8,692
Reclassification short-term part of provisions
IFRS principles
Tax on result
2004
154
6
Present principles
7,510
Consequences of adjustment result before (deferred) tax liabilities
5,209
IFRS principles
12,719
82
OTHER DATA
2004
key figures as of balance sheet date
2004
2003
2002
2001
2000
1999
444,643
428,333
454,079
464,761
500,057
471,529
65.2
64.5%
62.5%
60.6%
61.6%
63.2%
Current assets:
short term liabilities
1.23:1
1.06:1
0.98 : 1
0.72 : 1
0.70 : 1
1.44 : 1
Shareholders’ equity:
borrowed capital
1.87:1
1.81:1
1.67 : 1
1.54 : 1
1.60 : 1
1.72 : 1
686,853
683,556
704,462
822,220
811,147
721,335
64,970
22,125
62,172
-25,765
33,059
–4,913
74,992
– 29,510
141,486
48,452
102,357
64,794
3.2%
-3.8%
–0.7%
–3.6%
6.0%
9.0%
1.1%
3.5%
3.1%
1.2%
9.9%
12.3%
157,752
4,316
153,298
4,357
150,205
4,553
151,561
5,393
156,690
5,457
153,922
4,756
5.0%
p.m.
–6.0%
p.m.
–1.1%
p.m.
–6.4%
p.m.
9.7%
41.3%
13.7%
36.0%
8,47
1,24
0,42
p.m.
8,16
1,18
–0,49
0,11
8,65
0,63
–0,09
0,11
8,85
1,43
–0,56
0,11
9,52
2,70
0,92
0,38
8,98
1,95
1,23
0,44
16,05
18,90
18,25
13,00
19,00
17,99
13,00
24,47
15,44
14,00
22,90
17,09
20,80
37,00
21,60
16,88
24,69
22,00
Shareholders’ equity x € 1,000
Shareholders’ equity as a percentage
of total assets
Net turnover x € 1,000
Cash flow from
operational activities x € 1,000
Net profit x € 1,000
Net profit as a percentage
of net turnover
Operating profit as a percentage
of net turnover
Average net turnover
per employee (FTE)
Work force at year-end (FTE)
Return on shareholders’ equity
Pay-out ratio
Per share of € 0.25 par value
(rounded off to full eurocents)
Shareholders’ equity
Cash flow from operational activities
Net result
Dividend
Price: low
Price: high
Closing rate of exchange as per 31 December
OTHER DATA
1998
1997
1996
1995
430,079
386,903
348,299
358,095
65.3%
65.7%
65.9%
70.3%
1.55 : 1
1.48 : 1
1.58 : 1
2.25 : 1
1.88 : 1
1.92 : 1
1.93 : 1
2.37 : 1
689,916
616,122
582,303
522,530
2004
83
MOVEMENTS EBITDA
IN RELATION TO TURNOVER
in millions of euros
811
119,618
65,877
124,093
56,573
99,129
38,391
79,295
45,973
9.5%
9.2%
6.6%
8.8%
12.8%
12.8%
11.2%
11.8%
822
141
2000
151,018
4,619
141,625
4,384
141,035
4,125
127,966
4,075
15.3%
35.4%
14.6%
35.4%
11.0%
42.2%
12.8%
35.0%
94
2001
704
684
687
80
83
74
2003
2004
2002
Turnover
Ebitda
INDEXED NUMBER OF EMPLOYEES
IN RELATION TO TURNOVER
8,19
2,28
1,26
0,44
7,37
2,36
1,08
0,38
6,63
1,89
0,73
0,31
6,82
1,51
0,88
0,31
17,47
23,82
22,91
16,34
22,01
17,33
12,84
19,24
16,51
9,76
13,95
12,82
100 100 100
2000
Turnover
101 105 97
2001
87
91
101
98
96
84
2002
Average number of employees
86
2003
85 84
2004
Turnover per employee
84
OTHER DATA
2004
management subsidiaries
january 2005
telegraaf media
management b.v.
basismedia b.v.
Uitgeversmaatschappij
datawire b.v.
J.H.R. Eijkelenkamp
De Limburger B.V.
W. Kwak
B. Brouwers
F.T.M. Philippo
de telegraaf
tijdschriften
groep b.v.
distriq b.v.
PayperNews Beheer B.V.
W.P. Delput
W. Kwak
E.T. van den Brakel
J.J.M. van der Veen
F.T.M. Philippo
Telegraaf Distri B.V.
N.V. Holdingmaatschappij
De Telegraaf
telegraaf
finance b.v.
F.Th.J. Arp
R. Mackloet
J. Olde Kalter
TTG Sverige AB
F.Th.J. Arp
A.J. Swartjes
mrs K. Neld
W.P. Delput
b.v. beleggings
maatschappij
voorburgwal
J.J.M. van der Veen
F.Th.J. Arp
uitgeversmaatschappij
de telegraaf b.v.
(umt b.v.)
holland
combinatie b.v.
(hc b.v.)
Regio Distri B.V.
J. Olde Kalter
F.Th.J. Arp
A.J. Swartjes
R.D. Keller
W.P. Delput
W.O. Kok
J.J.M. van der Veen
A.J.M. Boerma
Th.J.C. Trimbach
P.C.J. Tuijnman
F. Volmer
telegraaf drukkerij
groep b.v.
W.O. Kok
hollandse dagbladcombinatie b.v.
(hdc b.v.)
P. van der Chijs
uitgeversmaatschappij
de trompetter b.v.
T.E. Klein
A.C.P. Peters
H. de Wit
b.v. agentenadministratiekantoor
’t gooi
A.J. Swartjes
telegraaf events b.v.
F. Th. J. Arp
De Kempen Pers B.V.
R. van der Plasse
HDC Media B.V.
A.C.P. Peters
telegraaf media
international
F.Th.J. Arp
B.V. Drukkerij Noordholland
HDC B.V.
J.R.Talsma
P. van der Chijs
Bongers Beheer B.V.
T.E. Klein
A.C.P. Peters
H. de Wit
E.W.P.A. Bongers
Telegraaf Media Ukraine LLC
V.G.M. Nijpels-Bongers
ESB, A.V. Husiak (a.i.)
B.V. Rotatiedrukkerij
Voorburgwal
F.C. van der Kooij
Exploitatiemaatschappij
G+E Vastgoed B.V.
Bongers Drukkerij B.V.
HDC B.V.
Bongers Beheer B.V.
media groep
limburg b.v.
(mgl b.v.)
Bongers Media Productie B.V.
telegraaf media
ict b.v.
J.H. Boermann
Bongers Media Productie -
J. J. W. Janssen
Uitgeversmaatschappij
Grafisch Bedrijf
Media Groep Limburg B.V.
(Nieuwsdruk Limburg)
H.J.M.M. Eijkenboom
Bongers Beheer B.V.
De Informatiefabriek B.V.
Limburgs Dagblad B.V.
F. Blok
Bongers Beheer B.V.

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