annualreport 2007
Transcription
annualreport 2007
A N N U A L R E P O R T 20 0 7 Jaarbeurs Holding operates as a strategic holding company and provides support in the areas of finance, legal affairs, ICT, human resources and the development of the organisation. VNU Exhibitions Europe organises fairs and exhibitions that deliver business to its customers, mainly in the Netherlands and China, but also in other countries. With its trade fairs, VNU Exhibitions is the market leader in the Netherlands. In Shanghai the company is now the third largest fair organiser. Jaarbeurs Utrecht hosts trade fairs, consumer events, conferences, meetings and other activities. With the addition of new functions the venue is being given a multi-functional character. Jaarbeurs Catering Services is one of the largest caterers in the Netherlands. Through label management it is expanding its position. Participation in other caterers will provide further growth in revenue. CONTENTS Key data 3 Report of the Supervisory Board 4 Report of the Executive Board 7 VNU Exhibitions Europe 12 Jaarbeurs Utrecht 20 Jaarbeurs Catering Services 26 List of activities in 2007 32 Consolidated financial statements 2007 40 Consolidated financial statements 42 Consolidated balance sheet 42 Consolidated income statement 43 Consolidated statement of cash flows 44 Explanatory notes to the consolidated financial statements 45 Principles 45 Explanatory notes to the consolidated balance sheet 49 Explanatory notes to the consolidated income statement 54 Company financial statements 56 Explanatory notes to the company financial statements 57 Other information 59 Auditor’s report 59 Provisions of the articles of association regarding the appropriation of the result 60 Proposed appropriation of the result 60 Group structure 61 Five years Jaarbeurs Holding B.V. 62 Key positions 64 3 KEY DATA* in e million, unless otherwise stated 2007 2006 Net revenue 108.5 103.1 Operating result 13.9 12.2 As percentage of net revenue 12.9 % 11.9 % Net result 9.5 8.3 As percentage of net revenue 8.8 % 8.0 % Net cash from operating activities 18.5 17.4 Net investment in fixed assets 37.4 7.8 Amortization, depreciation and decrease in value of fixed assets 10.2 11.7 Equity Balance sheet total Solvency 75.3 67.4 155.5 127.9 48.4 % 52.7 % Average number of employees (FTE) 448 425 * Up to and including 2006 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest and was only consolidated proportionally. From 29 October 2007 the participation was increased to 100% and is fully consolidated in the balance sheet. 4 REPORT OF THE SUPERVISORY BOARD We hereby present to the General Meeting of Shareholders of Jaarbeurs (Holding) BV the consolidated financial statements, the annual report and accompanying explanatory notes for 2007, as well as the outlook for 2008, as prepared by the Executive Board. The financial statements are accompanied by an approved auditor’s report from KPMG Accountants. We would like to recommend that the General Meeting of Shareholders approves and adopts the financial statements, including the proposed appropriation of the result. As a separate agenda item, we propose to the General Meeting of Shareholders that the Supervisory Board and the Executive Board of Jaarbeurs (Holding) BV be discharged from liability for the exercise of their duties in 2007 as evidenced by the financial statements and the annual report with the explanatory notes attached to them. The Supervisory Board compliments the Executive Board for the revenue and result that have been achieved. Strategically, the Executive Board has taken a number of important steps that give the company a great deal of scope for manoeuvre in the years ahead. The Board notes with satisfaction that Jaarbeurs Holding has bought back the shares that The Nielsen Company had in VNU Exhibitions Europe. With this action Jaarbeurs Holding is again the 100% owner of the exhibition company, at the very time that the Board sees that there is a transition from being a traditional exhibition organiser to an intermediary in opportunities for contact. Against this background the Supervisory Board welcomes the fact that in the year under review VNU Exhibitions Europe took the initiative in organising Executive Summits. With this, along with the traditional trade fairs that are the core business of the company, it has added a new dimension to its range of activities. This applies equally to the acquisition of two online trade fairs. These developments point to a new strategic playing field for VNU Exhibitions Europe. The Supervisory Board is following with interest the plans of the exhibition company to create more interaction between exhibitors and visitors through the integrated use of all available sources of data. This marks a shift from the physical meeting moment at the exhibition to a continuous form of contact with both the exhibitor and the visitor. The Board expects a great deal from the use of these data (files). We share the concern of the Executive Board regarding the lack of progress in the development of the station area. This does not fit in with the plans of Jaarbeurs. The city and the company have grown together too much to take a step back in time. 5 The Supervisory Board will assess future scenarios for Jaarbeurs in the city of Utrecht from the perspective that the physical location for organising exhibitions is becoming less important. Consider for example the developments that have just been outlined regarding VNU Exhibitions Europe. It may well be that the role of the location (Jaarbeurs Utrecht) as the ‘village square of the Netherlands’ may become more important, but for this to happen the city centre has to be redeveloped. The Board is following with interest the developments in the catering company. With its external party caterers Jaarbeurs Catering Services is now achieving more revenue ‘outside’ than ‘inside’ the complex. This is a trend that the Board will be following very closely. In 2007 Mrs C.P. Vogelaar, Mr B. Staal and Mr A.H. Verhoeven stood down from the Board. New members of the Board are Mrs I.G.C. Faber and Mr J.G. Wijn. The Supervisory Board met four times in the year under review. The Board discussed the budget, the quarterly figures, the financial statements, the company’s strategic choices, developments regarding the development of the station area and the takeover of The Nielsen Company’s shares in VNU Exhibitions Europe. The Supervisory Board owes the Executive Board and staff its thanks for their efforts which can be seen in increasing revenues and a positive financial result. Utrecht, 12 March 2008 Supervisory Board H.W. Broeders, Chairman Mrs C.P. Vogelaar, Vice-Chairman (until 22 February 2007) R.G. van Ingen P.C. Klaver B. Staal (until 23 May 2007) A.H. Verhoeven (until 23 May 2007) Mrs I.G.C. Faber (from 1 January 2008) J.G. Wijn (from 1 January 2008) 6 7 REPORT OF THE EXECUTIVE BOARD In the year under review Jaarbeurs Holding BV again became the 100% owner of VNU Exhibitions Europe. In the autumn The Nielsen Company’s shares in the exhibition company were acquired. Occupancy of the complex increased. This is a direct result of the investments made in renovating the halls and the Conference and Meeting Centre. Jaarbeurs Catering Services is entering new territory with the quality restaurant Divinatio, which was opened in December. With revenues of 108.5 million euros and a result of 9.5 million euros, Jaarbeurs Holding BV produced a satisfactory performance. The year under review was characterised by a strong economic climate. This can be seen by the enthusiasm with which companies and organisations organise activities in Jaarbeurs Utrecht. We are also reaping the rewards of clearer segmentation in the company’s activities. The splitting up of the company – which took place a few years ago now – into three operating companies each with their own specialism is having its effect. In the segments in which Jaarbeurs is active, we are the market leader. VNU Exhibitions Europe is a leading player with its range of consumer events and market leader with its portfolio of trade fairs. With clear concepts Jaarbeurs Utrecht has developed into a high-profile complex operator in Europe. With attractive labels Jaarbeurs Catering Services belongs to the leading caterers in the Netherlands. In 2018 the city of Utrecht would like to claim the title of Cultural Capital of Europe. We are pleased with this ambition, which is fully justified in view of Utrecht’s activities in this area. However, if Utrecht wants to be able to present itself to a wide audience, the facilities must be suitable for this. Ambitious plans, such as are expressed in the Project for the Development of the Station Area, should do justice to the economic and cultural aspirations of the city and the region. A host with allure and ambition. Jaarbeurs has said that it will be very pleased to help with the redevelopment of this area. That is why there are plans to build a hotel, a mega-cinema with meeting rooms and a casino at the venue, and in the slightly longer term art, culture, leisure and entertainment functions will appear in the North part of the Jaarbeurs site. These functions will give added value to the area and act as an additional economic driver. Although planning and consultation with the people of Utrecht took place a few years ago now, at present it is unclear when construction work will start. This is reason for a great deal of concern. 8 REPORT OF THE EXECUTIVE BOARD We attach a great deal of importance to careful procedures, which involve looking in detail at the environmental impact. We understand the care with which procedures are followed. However, we have now reached a point where credibility is affected. A lack of clarity in the medium term also affects the operation of Jaarbeurs. VNU Exhibitions Europe In the autumn Jaarbeurs Holding took over The Nielsen Company’s 50-percent share in VNU Exhibitions Europe. With this, the exhibition organiser has again become fully owned by Jaarbeurs Holding BV. For the time being the company will continue to profile itself under the name VNU Exhibitions Europe, with activities in the Netherlands, Europe and in Asia. In the year under review the company concentrated on growth and developing its exhibition portfolio, the launching of Executive Summits, high-quality meetings for top business people, and on the acquisition of two online trade fairs. With the online trade fairs VNU Exhibitions Europe is deliberately choosing to explore new possibilities. It offers customers a number of communication channels facilitating them to come into contact with target groups. With the acquisition of www.beautyvakbeurs.nl VNU Exhibitions Europe is able to offer a multimedia proposal to exhibitors at the trade fairs Beauty Trade Special and Beauty Salon Dimensions. This choice has been prompted by the rapidly changing media landscape. The launch of this beauty platform does not stand on its own. A number of new initiatives is in the pipeline for 2008. To give these initiatives a solid base, the business unit Online & Crossmedia has been created at VNU Exhibitions Europe. As well as internet activities, this unit also focuses on new forms of face-to-face contact. The Executive Summits are an example of this. These are invitation-only events for a small and select group of people, consisting of CEOs and chairmen of the board of large companies and organisations. For all events held by VNU Exhibitions Europe, exhibitors want to know in advance what their return on investment is going to be. They want a clear picture of the make-up and the decision-making authority of the visitors that they can expect at their stands. The future lies with the exhibition organisation that can link up the right visitor with the right exhibitor. 9 Increasingly, the exhibition organiser is also facilitating the match between visitor and visitor. In the coming years VNU Exhibitions Europe will be investing a great deal in introducing new technology in order to achieve these aims. In the year under review VNU Exhibitions Europe acquired all the shares of RTB with the GEVELtotaal and Hout fairs. Since 2004 VNU Exhibitions Europe has held more than 50 percent of the block of shares. Both fairs are a valuable addition to the portfolio of fairs for the construction industry. In the year under review, the exhibition company organised an event in New Delhi with VIV India for the first time. With this the company is continuing its strategy of building up a position in rapidly emerging markets with its internationally known VIV fair (Vakbeurs Innovatie Veehouderij, a trade fair for innovative livestock breeding). The overwhelming majority of the exhibitions that VNU Exhibitions Europe organised in the year under review were successful – in terms of revenue, return, visitor and exhibitor numbers and rating figures. The same applies for the results of VNU Exhibitions Asia, which in the year under review organised sixteen exhibitions, with growth of 6 percent over the whole of its portfolio. At the end of 2007 the Marketingflow programme was initiated, which in essence comes down to the exhibition organiser seeking to enter into a long-term relationship with the visitors to the exhibitions, who are the customers of our customers. The central question here is: how can we, time after time, offer the visitor added value? Fo to The programme is expected to extend over a number of years. : en De M van eer 10 REPORT OF THE EXECUTIVE BOARD Jaarbeurs Utrecht The metaphor could not be clearer: Jaarbeurs Utrecht wants to become the village square of the Netherlands. A square with a wide variety of activities for all sorts of target groups, who visit the venue for all sorts of different reasons. The venue must be able to compete with each and every other venue in Europe. In the year under review Jaarbeurs Utrecht made substantial investments in the renovation of the venue. The most striking of these was the complete renovation of the entrance to the Beatrixgebouw. New concepts form the basis for growth. At the end of 2006 the concept meetingmoods was launched in the Conference and Meeting Centre. This formula was so successful that November 2007 saw the highest occupancy ever. With this concept the Conference and Meeting Centre has pulled ahead of the competition. As from 1 January Jaarbeurs Utrecht took over the running of Media Plaza. The foundation with the same name will be engaged solely in organising conferences and seminars. With this Jaarbeurs Utrecht is increasing its capacity for conferences and seminars. This year Hall 6 will be constructed next to Media Plaza. Foyers and session rooms are being built in this hall, and it will also provide space for a new conference hall with capacity for 600 people. Architecturally, the new extension will do justice to the futuristic-looking Media Plaza. The new venue will be completed in September 2008. With the introduction of Jaarbeurs Insperience we are offering exhibition organisers and exhibitors a new service that enables them to provide for visitors’ preferences. As a result, they can concentrate on their own business without concerning themselves with fitting out their stands, the entrance, theme squares or tailored entertainment. The idea is that visitors are given so many information stimuli that the attention level is raised every year. The professionals at Jaarbeurs Utrecht are able to translate fair objectives into presentations that are full of interest. In view of the number of requests for new fairs Jaarbeurs Utrecht finds that there is a great deal of scope for the medium of the fair. We see it as a trend that more and more new physical events are developing from internet communities. There is increasing need for physical contact. Also, we are seeing that the number of seminars is growing as a direct result of a high degree of specialisation. It is precisely because of this that the need is growing to share know-how and experiences with each other. 11 It is expected that in 2011 Jaarbeurs Utrecht will reach the limits of it’s physical capacity. The addition of new functions such as a cinema complex, hotel and casino are absolutely essential if we are to be able to meet the customer’s wishes after 2011 as well. Jaarbeurs Catering Services Jaarbeurs Catering Services fixed its objectives in 2003. National dominance with strong local party caterers, the label strategy. Four years later we are seeing the results. The company earned higher revenues ‘outside’ than ‘inside’ the venue. This is all the more remarkable since revenue from catering at the venue also increased against 2006. In the year under review Jaarbeurs Catering Services introduced a new label: On board – On shore, which concentrates entirely on operating the cultural heritage of the city of Rotterdam, the ship the SS Rotterdam, with fourteen rooms including the 600-seat theatre. Activities on the ship will start on 1 September 2008. The party caterers Taat & de Regt and Grand Catering have profiled themselves as quality caterers in The Hague and Utrecht areas respectively. Taat & de Regt is being used increasingly by ministries and embassies, while in 2007 Grand Catering took over the running of the Geldmuseum (money museum) in Utrecht. In the meantime Verhaaf Party Catering has become fully integrated in Jaarbeurs Catering Services. Since September this label has been providing the catering for Taets Art Gallery in Zaandam. With the launch of the à la carte restaurant Divinatio, Jaarbeurs Catering Services is entering new territory. The restaurant is located just outside the Jaarbeurs venue and is directly next to what used to be the Utrecht ‘veilinghaven’ (the old fruit and vegetable auction hall). The restaurant is positioning itself as an establishment where success can be celebrated. The French Mediterranean cuisine is of a high standard and with its prices Divinatio is accessible to a wide public. Divinatio is the first in a chain of à la carte restaurants that Jaarbeurs Catering Services is planning to open at special locations. Catering at the venue achieved an excellent result. This is the direct consequence of upselling. Catering in the Conference and Meeting Centre is above expectation. This is due to the high degree of occupancy of the centre. Jaarbeurs Holding BV looks to the future with confidence. In view of the economic developments we expect revenue and return to continue at least at current levels. In the years ahead we plan to make significant investments in the markets in which we are active. Utrecht, 12 March 2008 A. Brienen V N U e x h i b i t i o n s e u r o p e Three strategic themes have been central to VNU Exhibitions Europe in the year under review. Solid growth and expanding the exhibition portfolio, a firm commitment to strategic Executive Summits and the development of online activities. VNU Exhibitions Europe has had a good year. Financially and strategically, the prospects are healthier than ever. 14 V N U E xhibitions E urope Autonomous growth is an important driver for VNU Exhibitions Europe The autonomous growth in the portfolio has been an important driver behind the success in 2007. With improved concepts and more effective selling, most exhibitions have shown double-digit growth. In 2007 a total of 52 exhibitions were organised, of which 31 were trade fairs and 21 were consumer exhibitions. Of these, 21 exhibitions were organised outside the EU, of which 16 were in China. Growth in revenues was also achieved by providing additional services to customers, the acquisition of events and developing new concepts. In the year under review a great deal of effort was devoted to new business. By launching new exhibitions, but also through the introduction of small-scale, specialised face-to-face concepts and online activities. A new business unit was set up under the name Online & Crossmedia. This unit concentrates on developing and operating internet and interactive marketing concepts. One of its first achievements was to launch two strategic Executive Summits. These are high-quality invitation-only events at board level. In the year under review the first two summits were organised, with both being successful events. With this a solid basis has been established for growth and the further development of the summits. The launching of these Executive Summits fits in with a broad trend. Increasingly, organisers will have to develop events with a great deal of added value both for the visitor and the exhibitor. This is why VNU Exhibitions Europe is choosing – as well as the exhibition as a physical platform – also to specialise in face-to-face and online contact opportunities. The exhibitor wants to be clear about his return on investment, he wants to know in advance which decision makers he can expect at his stand and what the participation in an exhibition will yield for him. Meanwhile, for his or her part the visitor can choose from so many communication channels that it must be clear to him or her in advance what the added value of visiting the exhibition will be. The future lies with those exhibition organisers who are able to link up the right people with each other, whether this takes place at an exhibition, on a face-to-face basis or online. 15 Growth The flourishing European economy has benefited our company. Activity in almost all sectors and the eagerness of companies to show themselves to a wide public is reflected in the results. A further factor is that some years ago the Customer Value Programme© was started in order to increase satisfaction among exhibitors. We can also see the effects of this in the result. The exhibitions are showing growth in all areas. Despite the fact that they are now in their ‘mature phase of the life cycle’, some exhibitions have even been able to improve their results significantly. The best examples of this are the Nationale Onderwijs Tentoonstelling (NOT) (National Education Exhibition) and the Elekrotechniek (Electrical Engineering) trade fair. Restyling the fair concept of the NOT and a focused communication campaign resulted in the highest number of visitors since 1965. With 58 thousand visitors, the NOT saw a 45 percent increase in visitor numbers compared with the edition in 2005. The education market is characterised by dynamic and therefore creating opportunities which VNU Exhibitions Europe was able to translate into a successful exhibition. This also prompted our company to launch a new concept in this market: Onderwijs & ICT (Education & ICT). This meets the great need in the world of education to be informed about new developments at the interface between education and ICT. Another fair that achieved outstanding growth is the Elektrotechniek trade fair, which succeeded in attracting 10 percent more visitors. This too is a result of clearer positioning, restyling and the use of new forms of communication, and an exceptional sales effort. 16 V N U E xhibitions E urope VNU Exhibitions Asia – based in Shanghai – is developing in line with expectation. The company, which now has eighty employees, organised sixteen exhibitions. There was 6-percent growth all-over. The largest fairs were Busworld Asia and Domotex Asia. The growth of the exhibition company will continue in the years ahead. Acquisitions In 2007 VNU Exhibitions Europe acquired all the shares of the Rotterdam exhibition organisation RTB, of which it already owned 50 percent. With this, VNU Exhibitions Europe has obtained full ownership of the fairs Hout and GEVELtotaal. These are a valuable addition to the growing portfolio of fairs for the construction industry. Both fairs are held in Ahoy Rotterdam. The first edition of GEVELtotaal under our own management was held in January 2008. A new event for Dutch architects takes place at the same time at the same location: Licht & Architectuur. In the consumer sector VNU Exhibitions Europe has bought the exhibition Bike Motion. The exhibition fits in seamlessly with consumers’ need to use their free time purposefully and actively. Bike Motion, which in the year under review was organised for the twelfth time, naturally complements the three fairs Vakantiebeurs, Motorbeurs and Kampeer en Caravan Jaarbeurs. Common elements: getting away and looking for adventure. The consumer event Eigen Huis & Tuin Event, which was held for the first time in 2007, will not be continued. The consumer market for DIYers proved to be too diverse to be serviced effectively with just one event. 17 At the beginning of November, for the first time New Delhi in India provided the platform for the Vakbeurs Innovatie Veehouderij fair. With more than three thousand visitors and more than ninety exhibitors it was a resounding success. With this, VNU Exhibitions Europe is continuing its policy of organising the VIV in fast-growing markets where the highest priority of policymakers is to solve the world’s problem of food supply. For the years ahead we see ourselves supported by the success of VIV China and VIV Asia. In 2007 the latter drew twenty percent more visitors. 518 exhibitors succeeded in attracting some 21 thousand visitors from 91 countries. 18 V N U E xhibitions E urope Branding For many years now Trade Mart, the Voorjaarsbeurs and the Najaarsbeurs (spring and autumn fairs) have been key events for the retail trade in the Netherlands. This does not alter the fact that distribution methods and opportunities in the retail trade are very much subject to change. This made VNU Exhibitions Europe decide to adapt the concept. Trade Mart is no longer being carried as a brand on its own. Brands are being built up round offering parties. In the year under review the first brand, Jewels & Watches, was launched. With this, VNU Exhibitions Europe is giving room to the individual character of the various branches. The static supply that is characteristic of a trade mart is being developed with tailored temporary exhibitions. Because exhibitors are also responsible for the success of ‘their’ brand, the relationship with them has acquired an extra dynamic. They have brought extra marketing budgets together, which are used under the direction of VNU Exhibitions Europe. In the year under review a start was made with major structural adjustments which have given the floors a customer-friendly and low-threshold appearance. Online is growing The media landscape is changing rapidly. We are seeing greater attention to return on investment, a move from print to online, user generated content (such as YouTube), matchmaking via the internet, more and more hours online at the expense of traditional media, the need of marketing people for segmented target group information and crossmedia proposals. Search engine marketing is widely accepted on the internet and underlines once again that it is all about the right match. What is true in all cases is that the business models have to be based on measurable results. This is why VNU Exhibitions Europe is extending its activities to online activities, and for this reason in the year under review we acquired www.beautyvakbeurs.nl and www.foodvakbeurs.nl. With the internet fair for the beauty professional in combination with the trade fairs Beauty Trade Special and Beauty Salon Dimensions we can offer exhibitors a multi-media proposal. A number of new online initiatives – with or without matchmaking – are in the pipeline for 2008. 19 At the end of 2007 the Marketingflow programme was started throughout the company. The essential feature of this is that the customer is central. VNU Exhibitions Europe wants to offer its customers – in this case the visitors – more added value, so that we can enter into a long-term relationship with them. To do this, we have to gain more of an understanding of their profile, their wishes and their behaviour. The visitor feels recognised and is asked about his responsiveness; the exhibitor can gear his programme to this and for VNU Exhibitions Europe this approach leads to greater visitor satisfaction and in the end to higher retention. This programme will extend over a number of years. Also, the Leadnavigation programme was started with which we are seeking to provide visitors and exhibitors, at the right time, with relevant information. This means that we are creating a structure through which all available sources of data can communicate with each other. In this we will use new, advanced forms of data collection, enhancement and analysis. With this VNU Exhibitions Europe is expressing its ambition to generate added value for the customer (both visitors and exhibitors) by guiding the interaction both offline and online between supply and demand. J a a r b e u r s U t r e c h t With the introduction of meetingmoods – at the end of 2006 – Jaarbeurs Utrecht made an excellent decision. Occupancy of the Conference and Meeting Centre has never been so high. We are seeing new physical events developing from internet communities. As of 1 January, Jaarbeurs Utrecht took over the operation of Media Plaza. to: Fo n van Meer D ee 22 J aarbeurs U trecht Jaarbeurs Utrecht is becoming the village square of the Netherlands In 2007 Jaarbeurs Utrecht defined its ambitions for the coming years: the location should become the village square of the Netherlands. A place where people meet, can discuss things, enjoy themselves, go to the bar, can learn things from each other, exchange ideas, go to see a film and even spend a few nights in the hotel. The village square is for everyone and belongs to everyone, and has the facilities to make anything possible. Jaarbeurs Utrecht has set itself the target of developing the venue so that it can compete with any location, anywhere. Since the end of December we have been offering free internet access to all visitors, to show that even when users are at the venue they are still connected with the rest of the world. Jaarbeurs Utrecht is the only venue operator in Europe that provides this service free of charge. Much more important is that there is a clear vision behind this. For whatever activity the visitor goes to Jaarbeurs Utrecht, he can continue to communicate with whomever he wants and about anything he wants. In the year under review – just as it did in 2006 – Jaarbeurs Utrecht made substantial investments in improving the quality of the venue in terms of appearance. The most striking of these was the renovation of the Beatrixgebouw, where the main entrance was given a totally different look. What is striking here is that by using constantly changing light, the space adapts itself to the time of the day. The passageway from the Beatrixgebouw to Hoog Catharijne has been given a new appearance with new lighting, the use of mood boards and through the many wooden walls and structural elements. The result is expressed in a warm atmosphere, and the feeling of safety has been increased by the installation of moveable cameras. In addition, a large number of conference rooms in the exhibition venue have been renovated. The level of safety has been increased in the halls. Renovation of the East Entrance is planned for 2008. Brands Occupancy of the venue is so high that as of 1 January 2007 Jaarbeurs Utrecht took over Media Plaza, which has been based at the venue since 1997. The futuristically shaped Media Plaza is a welcome addition to the conference room capacity of Jaarbeurs Utrecht. The foundation Media Plaza – whose aim is to stimulate innovation in business – remains responsible for the content of the seminars, master classes, conferences and workshops it provides for the business community in the Netherlands. Media Plaza presents the interactive world as it will look in five years’ time. 23 Dark, mysterious, each wall element provided with interactive innovations. The ambiance forces the visitor to think in terms of new technologies and the opportunities they offer. In contrast with this is the extension of Media Plaza with Hall 6, in which in 2008 a conference room for 600 people, foyers and session rooms will be built. The atmosphere will be light and clinical, there will be structural innovations and the roof will be transparent. Jaarbeurs Utrecht is positioning Media Plaza as one of its new brands. In the year under review our company has developed into one of the most popular venues for meetings in the Netherlands. Occupancy of the rooms in the Beatrixgebouw increased by 35 percent. This is entirely due to meetingmoods, introduced in 2006. Among trend-watchers it has now made a name for itself due to the innovative way that conference rooms adapt to the nature of the gathering. Meetingmoods is a total concept that Jaarbeurs Utrecht offers to its customers. Through the right use of colours, light, sound, furnishing and catering an ambiance is created that supports the aim of the gathering. Six moods have been developed, which fit in perfectly with the underlying objective of an assembly. The aim is that the customer gets the maximum return from his gathering. The Conference and Meeting Centre performed beyond expectation. The number of gatherings – and therefore occupancy – will continue to grow in the years ahead. This is a result of ever-greater specialisation in specialist areas and disciplines. As a result, people’s need to share information and stimulate social interaction also grows. Fo to : De van en M eer 24 J aarbeurs U trecht It takes more than just a good concept to influence groups. The consumer gets so many information stimuli that every year he raises his attention level. Jaarbeurs Utrecht sets itself the aim of, at a minimum, ensuring that the visitor’s expectations are met and has taken this up with the launch of Jaarbeurs Insperience. This new service, which has been put on the market as a brand, helps exhibition organisers and exhibitors to flesh out what visitors want to experience. In an abstract sense, these experiences have to do with ‘escaping’, ‘experiencing’, ‘learning’, and ‘being surprised’. Exhibition organisers bring these experiences about with, for example, theatres-on-the-floor, the entrance, pavilions and squares, whereas exhibitors do this in themed stands, tailored entertainment and suitable furnishing of the stand. Jaarbeurs Insperience is a further development of the Fairs and Events business unit. What started with putting the exhibitors’ manual online and a product-oriented approach has developed into a team of professionals that ensures that exhibition organisers and stand holders can concentrate on their own business. They bring together the company’s objectives and their presentation at the exhibition, providing the greatest draw for the visitor. Jaarbeurs Insperience is successful. From the very start exhibition organisers and stand holders buy advice and services. The concept is leading to new types of business for our company. Sales for this towards individual stand holders and the exhibition organiser will be intensified. The advantage for the customer is that he can buy all his services from one and the same company, without having to release any additional budget. New fairs In 2007 Jaarbeurs Utrecht received many enquiries for new fairs. The risks that businesses are prepared to take when starting up a new fair is striking. This shows that the medium of fairs and exhibitions is alive and well. This is due not least to internet communities, whose members want to meet in person in order to strengthen their relationship. In this process Jaarbeurs Utrecht acts as a partner that has long outgrown ‘simply’ providing the square metres. The company has developed into a partner that enters into a ‘process’ with customers from which new ideas, and thus more fairs, are created. The customer brings the market, and Jaarbeurs Utrecht provides the project management and inspiration through Insperience. As a result, customers do not have to look after organisational matters. 25 The growth is mostly in special interest fairs. As well as a strong line-up of exhibitors, visitors expect a dose of ‘rest’ in which they have every opportunity to exchange ideas further with like-minded people. As part of this process a special role has been set aside for forms of catering suitable for every occasion. Fairs have to compete with an increasing number of media. This means that fairs have to provide an extra dimension. Content that visitors do not find in trade journals, scientific publications or the internet. The Education section with seminar programmes with high quality content will in the near future play a decisive part in determining how visitors rate the event in question. The number of large-scale events and fairs will increase in the coming years. As a result, in 2011 the physical possibilities of what the venue can provide will have been reached. Jaarbeurs Utrecht has set a policy in motion to stretch the fair season. While a few years ago the fair season came to an end in May, now the final events are taking place at the end of June, or the beginning of July. At the same time we are seeing that the season is now starting again in the last week of August, while a few years ago it was the first or the second week in September. In order to create further growth, it is necessary to add new functions such as the cinema, hotel and casino to the village square of the Netherlands. J a a r b e u r s C a t e r i n g S e r v i c e s Jaarbeurs Catering Services (JCS) performed above expectation. The growth in revenue and return can be attributed largely to the labels, the external party caterers. Now, more than half of JCS’s revenue is achieved outside the venue. With the launch of the à la carte restaurant Divinatio, Jaarbeurs Catering Services has added a new activity, in addition to venue and party catering. 28 J aarbeurs C atering S ervices Jaarbeurs Catering Services continues to grow In 2003 JCS chose the label strategy, recognising that the growth of the catering company is literally restricted by the maximum number of events and fairs that can take place at the venue. With its labels JCS is seeking to achieve dominance in the national market. The company has also dedicated itself to upselling, with clear formulas at the Jaarbeurs venue that meet the wishes and requirements of the visitor. For example, the time of day determines what is on offer in the Moments range, while the Pitstopcafé invites exhibitors to celebrate success with their own customers in a dynamic setting. Upselling also takes place by offering stand holders Deli Delivery (catering for those manning the stands) and Deli Premium (catering for people visiting the stands). In 2007 the label strategy again resulted in Jaarbeurs Catering Services generating more revenue ‘outside’ than ‘inside’ the venue. This is fully in line with expectations. In the year under review the marketing activities of the labels were intensified further. Preparations for catering on the ship the SS Rotterdam moved ahead rapidly. From 1 September the new label ‘On board – On shore’ will serve all fourteen rooms, including the 600-seat theatre. This will take place together with the Albeda College in Rotterdam. With this Jaarbeurs Catering Services is taking its social responsibility seriously by, together with a teaching establishment, creating learning and work experience places for young people. In the year under review ‘On board – On shore’ devoted itself to preparing the ship through renovation work, set up the organisation and put the marketing in place. As part of the historical cultural heritage of the city of Rotterdam, the ship is an important acquisition for the label portfolio of Jaarbeurs Catering Services. The Taat & de Regt label, which enjoys a reputation in the Haaglanden region as being a high-quality party caterer, saw revenue increase by thirty percent. In the year under review Taat & de Regt catered for the celebrations on the Malieveld on the occasion of the 75th anniversary of KPMG. The label is being used increasingly by ministries and embassies. Verhaaf Party Catering, which was taken over by Jaarbeurs Catering Services at the beginning of 2006, made a positive contribution to the result in the year under review. The label makes full use of the logistics streams and production facilities of the parent company. As of 1 September Verhaaf Party Catering has been the caterer for Taets Art Gallery in Zaandam. Grand Catering maintained its leading position in the Utrecht area. The company is the market leader in innovative catering. As of 1 September it has been responsible for running the fully renovated Geldmuseum in Utrecht. 29 Production for the labels is carried out centrally from Hoofddorp where the kitchens are located. The labels are responsible for the brand, positioning, marketing and acquisition of customers. For the logistics – the transport and hiring out of materials and furniture – the labels use the ‘Trends for Rent’ company, which is also owned by Jaarbeurs Catering Services. The company was initially set up in 2006 to provide for its own needs, but has now expanded into a supplier of materials and furniture for the catering sector. 30 J aarbeurs C atering S ervices Venue catering Jaarbeurs Catering Services has seen revenue per visitor increase every year. This is in line with its strategy, which is aimed at upselling and growth in revenue from activities at the venue. The Moments formula plays an important part in this. The sales points were completely renovated in the year under review. The range is based on the understanding that a visitor has different requirements at 10.00 in the morning than at 3.00 in the afternoon. Also, we are seeing fluctuations over a longer period. Based on our consumption monitor we change the product range regularly. The aim here is to keep ‘as close’ as possible to the consumer. This translates into growing revenues. In the year under review Jaarbeurs Catering Services invested a great deal in infrastructure and back office systems. In order to prove an even better service for the customer, JCS offers its customers – in this case the exhibitors – its own website with which they can arrange catering for the people manning their stands. Digitalisation of the ordering process meets a need. 80 percent of orders is now arranged through Deli Delivery’s website. Divinatio The bringer of good fortune, the sublime. The name of this first à la carte restaurant of Jaarbeurs Catering Services has its origins in Latin. The restaurant marks a new step for JCS. As well as venue catering and the successful label strategy, the company is aiming at establishing a number of restaurants on special locations. For Divinatio a cube-shaped complex has been built, directly next to what used to be the Utrecht ‘veilinghaven’ (former auction hall), which is now the home base of the Utrecht Statenjacht (state yacht). Divinatio is a place for celebrating success. The logo is a four-leaf clover. With an exclusive menu, priced for a wide public. The cuisine is French Mediterranean. The restaurant can seat seventy people. Each table has its own reputation for success. Divinatio, which opened its doors in December, will add something extra to the culinary scene in Utrecht. As noted above: a new string to the bow. Venue catering serves local traffic; party catering serves consumers in a group context. Divinatio is aimed at a wide public, with its central aim being: to celebrate success, to celebrate the cuisine. 31 The external focus of Jaarbeurs Catering Services is in line with a broad social trend in which attention to eating ‘out’ will grow further in the years to come. With Divinatio, JCS is preparing itself to meet this requirement. The basic idea is: serving a good and healthy meal for a reasonable price. Bring like-minded people together. According to Jaarbeurs Catering Services the market for this will develop positively in the years to come. In 2007 Jaarbeurs Catering Services experienced a quiet revolution. Where possible we use sustainable products, from potatoes to wine. Because it goes without saying, JCS does not choose to profile itself with this. Organic products will not be brought in as a selling argument. The same also applies for halal food. Jaarbeurs Catering Services and the labels most definitely take into account the changing make-up of the population, which means that the demand for food prepared in the halal way will increase in the coming years. The JCS labels are already providing catering in which half of the products are made in the halal way. The production kitchens in Hoofddorp are equipped for this. Consequently, Jaarbeurs Catering Services is following a social trend, and at the same time it is opening up a new market. With an exhibition year busy as never before, the opening of Divinatio and the starting up of operations on the SS Rotterdam, the prospects for 2008 are positive. L IST O F ACTI V ITIES I N 2 0 0 7 34 L I S T O F A C T I V I T I E S I N 2 0 0 7 VNU EXHIBITIONS EUROPE Exhibitions and events in Utrecht Date Number of visitors Beauty Salon Dimensions 15 September- 17 September 14,359 Beauty Trade Special 17 March - 19 March 19,506 Bike Motion Benelux 19 October - 22 October 18,348 Bouw & ICT 07 February - 09 February 4,058 Bouwbeurs 05 February - 10 February 102,898 Eigen Huis & Tuin Event 07 June - 10 June 10,269 Elektrotechniek 01 October - 05 October 35,956 Fitnessvakdagen 12 October - 14 October 8,612 Food Week 26 March - 28 March 21,425 ICT & Logistiek 07 November - 08 November 3,300 Industrie & ICT 07 November - 08 November 2,500 InfoSecurity.nl / Storage Expo / LinuxWorld 31 October - 01 November 7,884 Jonge Gezinnen Beurs 01 November - 04 November 33,500 Kampeer & Caravan Jaarbeurs 18 November - 24 November 53,580 KreaDoe 31 October - 04 November 35,402 Margriet Winter Fair 16 November - 21 November 70,000 MOTORbeurs Utrecht 22 February - 25 February 94,534 NOT 23 January - 27 January 58,034 Overheid & ICT 24 April - 26 April 6,896 Second Home International - Spring 16 March - 18 March 9,630 Second Home International - Autumn 12 October - 14 October 10,010 Telecommerce Dagen 24 April - 26 April Vakantiebeurs 09 January - 14 January VerzamelaarsJaarbeurs Spring 14 April - 15 April VerzamelaarsJaarbeurs Autumn 17 November - 18 November Zorg & ICT 14 March - 16 March 6,282 ZorgTotaal 14 March - 16 March 20,216 7,200 135,724 23,504 34,343 Exhibitions and events elsewhere in the Netherlands - Rotterdam Date Visma 29 March - 01 April Number of visitors 19,000 35 Trade Mart Utrecht Date Voorjaarsbeurs / Trade Mart Utrecht 04 March Najaarsbeurs / Trade Mart Utrecht 02 September- 05 September 14,789 TMU (maan)dagen 01 January - 31 December 25,657 TMU Sla Uw Slag 19 November - 19 November 4,700 - 07 March Number of visitors 15,600 Exhibitions and events in China - Shanghai Date Number of visitors Busworld Asia 13 March - 15 March 8,123 China Design & Contract Expo 29 March - 31 March 4,000 CRC Expo 16 May - 18 May 3,545 DOMOTEX Asia / CHINAFLOOR 28 March - 30 March 35,700 Home show May 03 May - 06 May 40,000 Home show October 03 October - 06 October 40,000 Kitchen + Bath Business Expo China 29 March - 31 March 60,000 Millionaire Fair 11 May - 13 May 11,000 Money Fair 16 November - 18 November 120,000 Pet Fair Asia Professional & PETSLink Asia 19 September- 22 September 28,200 R+T Asia 02 April - 04 April 9,914 Shanghai Animation Fair 01 June - 01 June 80,000 Spring Real Estate Market 16 March - 19 March 35,000 World Travel Fair 22 March - 25 March 28,600 Exhibitions and events in Belgium - Brussels Date Infosecurity.be / Storage Expo Belgium 21 March - 22 March Number of visitors 2,859 Exhibitions and events in Russia - Moscow Date VIV Russia 21 May - 23 May Number of visitors 4,929 Exhibitions and events in Thailand - Bangkok Date VIV Asia 07 March - 09 March Number of visitors 21,726 Exhibitions and events in India - New Delhi Date VIV India 01 November - 03 November Number of visitors 3,339 Exhibitions and events in the United States - Las Vegas Date ASD/AMD SD Las Vegas - Spring 04 June - 06 June 70,000 ASD/AMD SD Las Vegas - Autumn 04 October - 06 October 70,000 Number of visitors 36 LIST OF ACTIVITIES IN 2007 JAARBEURS UTRECHT Fairs and exhibitions Number Number of visitors Gross m² Trade fairs VNU Exhibitions Europe 15 319,126 389,901 Consumer shows VNU Exhibitions Europe 12 528,844 417,552 Trade fairs third parties 16 72,063 119,236 Consumer shows third parties 15 413,281 232,344 (incl. Sla uw slag and Voor- and Najaarsbeurs) 13 60,746 46,954 Total fairs and exhibitions 71 1,394,060 1,205,987 Trade Mart Utrecht Beatrix Theater Number Number of visitors 359 508,274 Number Number of visitors Consumer events 11 309,700 Corporate events 4 17,500 15 327,200 Number Number of visitors 1,217 290,360 29 16,631 0 0 One-day meetings, courses and other gatherings 6,162 189,035 Total conferences and meetings 7,408 496,026 Total Jaarbeurs 7,853 2,725,560 Shows (Musicals) Events Total Events Conferences and meetings National one-day conferences National multi-day conferences International multi-day conferences 37 Exhibitions and events of third parties Consumer shows Trade fairs 50 Plus Beurs 3D Dealer Info Dagen 2007 Antiquarische Boekenbeurs AK-Beurs Bienvenue en France Electronics & Automation 2007 De Nobiles Carrièredagen Evenement Eurospoor 2007 Gezond in bedrijf Explosive Car Tuning Show Holland Innovation 2007 GamePlay Management Support KamaSutrA - Spring Performa KamaSutrA - Autumn PromZ Event Love & Marriage - Spring Railtech Europe 2007 & Infratunnel Love & Marriage - Autumn Regards Spits Masterbeurs / Spits Careerevent Regio Business Dagen Studie Beurs 2007 RelatieZ 2007 Wegwijs ZOOM.experience Victam Internationaal VNG Gemeentebeurs Webwinkel Vakdagen 38 LIST OF ACTIVITIES IN 2007 JAARBEURS UTRECHT Consumer events College Bouwzorg Instellingen Blokker Magazijn - 3 Days Ernst & Young Boekenfestijn Euroforum Fortis Marathon Filmgala 2007, presentation of the Gouden Kalveren awards Hans Klok - Faster than Magic FNV Formaat Holiday on Ice - Romanza Gemeente Utrecht Sportprijs Max Christmas Proms Genootschap Onze Taal Muziekfestival Maak de droom waar GroenLinks Opening UIT 2007 - Utrechts Introductie Tijd Hartstichting Spiegelhotel - Festival a/d Werf Heliview Stichting Pelita 60th anniversary Hersenstichting Trance Energy Hoezo! Project management conference organisation ICT Delta, Synpact Project Management Corporate events Chamber of Commerce Albert Heijn Kerk in Actie Binnenland Fortis Kluwer BV Rabobank Ontruiming KNMP TNO Koninklijke Notariële Beroepsorganisatie KWF Kankerbestrijding Conferences and meetings Landelijke Vereniging Balans Abvakabo Leids Congres Bureau Aegon LogaCom BV Algemene Nederlandse Branche Organisatie LOVAH Schoonheidsverzorging (ANBOS) Lundbeck BV AT Consult Lustrumcongres Nationaal PAO Centrum Farmacie Belastingdienst Ministry of General Affairs Bohn Stafleu van Loghum Ministry of Defence Bouwgala Ministry of Housing, Spatial Planning and the Environment CDA National Contact Centre Awards CMG Logica Nederlandse Federatie van Belastingadviseurs 39 Nederlandse Orde van Advocaten Siemens Nederlandse Uitgeversverbond / Groep Educatieve SNS Reaal Uitgeverijen (GUE) Sogeti Nederland Nederlandse Vereniging Doktersassistenten Stichting Duurzaam Leren Nederlandse Vereniging van Anesthesiemedewerkers Stichting Rioned Nederlandse Vereniging van Ziekenhuizen Stichting Venti-Care Nederlandse Vereniging voor Autisme Stichting WCS Nederlandse Vereniging voor Radiologie Surf Foundation Nursing Event, Elsevier Gezondheidszorg Uitreiking Expojaarprijs Partij van de Arbeid University of Utrecht Rabobank Nederland Utrecht Gala Reed Business Vereniging van Oncologie Verpleegkundigen (VvOV) Rendement Uitgeverij VNG Jaarcongres Rijksgebouwendienst VNU Exhibitions Europe Rijkswaterstaat Corporate Dienst Wachttorencongres SDU Uitgevers Week van de Ondernemer, Synpact Project Management 2 0 0 7 F I N A N CIA L STATE M E N TS 42 CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2007 * Amounts x e 1,000 2007 2006 Fixed assets Intangible fixed assets 31,900 4,627 Tangible fixed assets 87,098 87,170 Financial fixed assets 1,387 1,387 120,385 93,184 Current assets Inventories Receivables Cash and cash equivalents 512 627 29,337 23,751 5,244 10,302 35,093 34,680 Total assets 155,478 127,864 Group capital and reserves Issued and fully paid share capital 384 384 Share premium reserve 35,849 35,849 Retained earnings 29,565 22,927 9,496 8,264 Unappropriated result Equity 75,294 67,424 Third-party interest 748 273 76,042 67,697 Provisions 6,025 6,888 Non-current liabilities 60 100 Current liabilities 73,351 53,179 Total liabilities 155,478 127,864 * Up to and including 2006 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest and was only consolidated proportionally. From 29 October 2007 the participation was increased to 100% and is fully consolidated in the balance sheet. 43 CONSOLIDATED INCOME STATEMENT FOR 2007 Amounts x e 1,000 Net revenue 2007 2006 108,522 103,058 Cost of services of third parties, materials and other external costs 60,450 56,286 Personnel costs 23,922 22,886 10,193 11,672 Amortization, depreciation and decrease in value of fixed assets Total operating costs 94,565 90,844 Operating result 13,957 12,214 Financial income and expenses -122 -127 Profit before tax 13,835 12,087 Income tax expense 3,999 3,586 Profit after tax 9,836 8,501 Third-party interest -340 -237 Net result 9,496 8,264 44 CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2007 * Amounts x e 1,000 2007 2006 Cash flows from operating activities Net result Amortization, depreciation and decrease in value of fixed assets 9,496 8,264 10,193 11,672 Result before amortization, depreciation and decrease in value 19,689 19,936 Changes in working capital · inventories and receivables -5,471 -2,164 · current liabilities (excl. credit institutions) 5,127 2,042 -344 -122 Changes in provisions -863 -2,433 Net cash from operating activities 18,482 17,381 Cash flows from investing activities Net investments in intangible fixed assets -28,172 -493 Net investments in tangible fixed assets -9,223 -7,585 Net investments in financial fixed assets - 249 Net cash from investing activities -37,395 -7,829 Cash flows from financing activities Changes in fixed liabilities -40 -321 Changes in debts to credit institutions 15,046 -4,889 Changes in other reserves -1,148 - Dividends paid -454 -454 Change in third-party interest 475 158 Exchange differences from group companies -24 - Net cash from financing activities 13,855 -5,506 Change in cash and cash equivalents -5,058 4,046 Cash and cash equivalents at 1 January 10,302 6,256 Cash and cash equivalents at 31 December 5,244 10,302 * Up to and including 2006 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest and was only consolidated proportionally. From 29 October 2007 the participation was increased to 100% and is fully consolidated in the balance sheet. 45 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements of Jaarbeurs cover Jaarbeurs Holding B.V., having its registered office in Utrecht, the Netherlands, and its wholly-owned subsidiary Jaarbeurs B.V. including its subsidiaries. Stichting Koninklijke Nederlandse Jaarbeurs (Royal Dutch Jaarbeurs Foundation) does not operate a business and owns all shares of Jaarbeurs Holding B.V. Consolidation principles The group companies in which Jaarbeurs Holding B.V. directly or indirectly controls over 50% of the shares have been fully consolidated. Third party interests in these group companies are referred to separately in the balance sheet and in the income statement. Group companies in which Jaarbeurs Holding B.V. directly or indirectly holds 50% of the shares are proportionally consolidated. Up until 29 October 2007 Jaarbeurs B.V. had a 50% interest in the group company VNU Exhibitions Europe B.V., with the other 50% being owned by Nielsen B.V. (formerly VNU B.V.). Since 29 October 2007 the shares of VNU Exhibitions Europe B.V. have again become fully owned by Jaarbeurs B.V. As a result of the principles used, the participation in VNU Exhibitions Europe B.V. has been consolidated proportionally (50%) up until 2006 and from the end of 2007 it has been fully consolidated in the balance sheet. A list of the main group companies and participations which have been included in the consolidation is given on page 61. The assets and liabilities in foreign currencies have been incorporated at the exchange rates that apply on the balance sheet date. Exchange differences from group companies and in other currencies and the financing relating to them are charged to or from the other reserves. Other exchange differences are incorporated under financial income and expenses in the income statement. The figures in the income statement of foreign group companies are incorporated at the average exchange rate of the year under review. Principles for the valuation of assets and liabilities General The financial statements have been drawn up in accordance with accounting principles generally accepted in the Netherlands for financial reporting and meet the legal requirements on financial statements as included in Part 9, Book 2 of the Netherlands Civil Code. The principles used for the valuation of assets and liabilities have been applied consistently in the current year and the previous year. Assets and liabilities are given at historical cost unless otherwise stated. Intangible fixed assets Acquired exhibition titles and catering concepts are stated at cost less straight-line amortization which is based on the economic life, which is 20 years for exhibition titles and 5 years for catering concepts. Goodwill, resulting from the 46 difference between the acquisition price less the identified assets and liabilities of the company that has been acquired, determined on the basis of the accounting principles of Jaarbeurs Holding B.V., is entered as an asset and amortized on a straight line basis over the estimated economic life, with a maximum of 20 years. If there is a permanent decrease in value, the intangible fixed assets are revalued. Tangible fixed assets Property, plant and equipment are stated at cost less subsidies and less straight line depreciation in accordance with the estimated economic life. Assets under construction are valued at cost price. If there is a permanent decrease in value, the property, plant and equipment are revalued. Property, plant and equipment retained as investments are stated at cost. Financial fixed assets Participating interests in which significant influence is exercised are stated at net asset value, which is calculated on the basis of the accounting principles used by the company for the valuation of assets and liabilities. Inventories Inventories relate mainly to food and beverage products and are stated at cost less a provision for obsolescence when necessary. Receivables Receivables are entered at nominal value, less a provision for irrecoverability when necessary. Costs paid in advance consist mainly of fair costs invoiced in advance and are the costs for services by third parties, materials and other additional costs. Receivables regarding deferred tax are also entered under this heading. Deferred tax relates to temporary differences between commercial and fiscal profit appropriation and tax losses that may be offset by future profits and are entered at the rate applying on the balance sheet date. Deferred tax claims are taken into consideration only if it can reasonably be assumed that these can be realised. Third-party interest Third-party interest in group companies is stated as the third-party interest in the net asset value, as determined on the basis of the valuation principles of Jaarbeurs Holding B.V. 47 Provisions The provision for the maintenance of buildings and land is for meeting the costs of maintaining the economic value of the entire complex. The provision is made on the basis of expected future costs. The provision for reorganisation is for the adapting of the organisation. The provision for deferred tax liabilities caused by the temporary differences in valuation between the commercial and fiscal balance is determined on a nominal basis at the rate applying on the balance sheet date. Use of estimates In drawing up the financial statements, the board has to make certain estimates and assumptions, in accordance with generally applicable principles, which also determine the amounts entered. The actual amounts may vary. Principles for the calculation of the result Net revenue and operating expenses Net revenue is determined on the basis of invoiced revenue (excluding tax) less discounts given. The net revenue is accounted for in the year in which delivery is made. The costs of services by third parties, materials and other external costs are charged to the result in the year in which the net revenue relating to these costs is accounted for. Other income and expenses are allocated to the period to which they relate. Personnel costs Obligations associated with contributions to pension schemes on the basis of defined contributions are entered as an expense in the income statement in the period that the amounts are payable. Amortization and depreciation Depreciation is calculated on a straight line basis on the purchase value over the expected economic life. Assets under construction are not depreciated. The main depreciation percentages are: - Buildings: 3.33% - Intangible fixed assets: between 5% and 20% - Other fixed assets: between 10% and 20% - Other tangible fixed assets: between 10% and 20% Tax expense Corporation tax expense is calculated on the result according to the financial statements adjusted for permanent differences. 48 Principles for the statement of cash flows General The statement of cash flows is derived from the income statement and other changes between the opening balance sheet and the closing balance sheet, whereby the effect of exchange rate differences is eliminated. Changes in the provisions for specific assets are entered under the change in the item for which the provision has been made. 49 E xplanatory notes to the consolidated balance sheet Amounts x e 1,000 Intangible fixed assets FAIRCATERING TITELSGOODWILLCONCEPTS TOTAL TOTAL 2007 2006 Balance at 1 January Cost Accumulated depreciation Carrying amount at 1 January 4,070 1,509 142 5,721 5,806 -771 -223 -100 -1,094 -708 3,299 1,286 42 4,627 5,098 Changes in the financial year Carrying amount at 1 January Investments Disposals Depreciation 3,299 1,286 42 4,627 5,098 29,320 -1,148 - 28,172 493 - - - - -578 -446 -93 - -539 -424 Reversal of accumulated depreciation due to disposals Decrease in value Reclassification Carrying amount at 31 December - - - - 578 -359 - - -359 -540 2 -3 - -1 - 31,816 42 42 31,900 4,627 Balance at 31 December Cost 33,390 358 142 33,890 5,721 Accumulated depreciation -1,574 -316 -100 -1,990 -1,094 Carrying amount at 31 December 31,816 42 42 31,900 4,627 50 Tangible fixed assets BUILDINGS OTHER FIXED TOTAL TOTAL AND LANDASSETSOTHER 2007 2006 Balance at 1 January Cost 159,707 16,690 7,441 183,838 176,616 Accumulated depreciation -81,440 -9,273 -5,955 -96,668 -86,323 78,267 7,417 1,486 87,170 90,293 Carrying amount at 1 January Changes in the financial year Carrying amount at 1 January 78,267 7,417 1,486 87,170 90,293 3,759 3,345 2,215 9,319 8,995 Disposals - -265 - -265 -1,698 Completed - - - - -75 -6,900 -1,279 -1,109 -9,288 -10,708 due to disposals - 177 - 177 357 Decrease in value - - -7 -7 - Other changes - - -8 -8 6 75,126 9,395 2,577 87,098 87,170 Investments Depreciation Reversal of accumulated depreciation Carrying amount at 31 December Balance at 31 December Cost 163,466 19,770 9,656 192,892 183,838 Accumulated depreciation -88,340 -10,375 -7,079 105,794 -96,668 75,126 9,395 2,577 87,098 87,170 Carrying amount at 31 December 51 The carrying amount of buildings and land is itemised as follows: 2007 2006 Land 12,645 12,645 Exhibition buildings 47,424 47,690 Parking facilities 2,814 3,019 Other buildings and structural facilities 12,243 14,913 75,126 78,267 The cost of the property, plant and equipment retained as investments is € 4.5 million. Nearly all the exhibition buildings are on leased land. Some of the ground lease contracts will expire in 2019 and some in 2070. Financial fixed assets 2007 2006 Balance at 1 January 1,387 1,636 Disposals and redemptions - - Received dividends -122 -500 Financial year result 122 251 Balance at 31 December 1,387 1,387 Financial fixed assets consist of a 10% interest in Croeselaan C.V., registered in Eindhoven. Receivables 2007 2006 Trade receivables 19,062 14,829 Prepaid expenses 4,048 4,345 Deferred tax 1,555 1,476 Other receivables 4,672 3,101 29,337 23,751 Receivables are payable within 1 year. The provision for possible irrecoverability of trade receivables is now € 0.6 million (2006: € 0.4 million). This provision comes under trade receivables. Prepaid expenses relate to exhibitions and activities that take place after 31 December 2007 and 2006 respectively. Deferred tax relates mainly to a different valuation of the provision for the maintenance of buildings and land and future offsettable losses. Deferred tax is predominantly of a non-current nature. 52 Cash and cash equivalents Cash and cash equivalents are at free disposal. Capital and reserves 2007 2006 Balance at 1 January 67,424 59,614 Dividends -454 -454 Total changes in equity in relation to shareholders -454 -454 Net result 9,496 8,264 Change in other reserves -1,148 - Exchange differences from group companies -24 - Total result 8,324 8,264 Balance at 31 December Provisions 67,424 MAINTENANCE OF BUILDINGS REORGA- 75,294 AND LAND DEFERREDTOTALTOTAL NISATIONTAX 2007 2006 Balance at 1 January 5,675 714 499 6,888 9,321 Additions 2,437 - 255 2,692 2,000 -3,009 -443 -103 -3,555 -4,433 5,103 271 651 6,025 6,888 Withdrawals Balance at 31 December The provisions are predominantly of a non-current nature. 53 Non-current liabilities 2007 2006 Balance at 1 January 100 421 Redeemed -40 -321 Balance at 31 December 60 100 Current liabilities 2007 2006 Credit institutions 27,000 11,954 Income invoiced in advance 21,657 18,617 Trade payables 8,148 10,113 Corporation tax 934 903 Other taxes and social security contributions 2,011 1,508 Pension fund 24 7 Debts to shareholders 3,176 1,169 Other liabilities 10,401 8,908 73,351 53,179 The maximum credit facility with credit institutions is € 63.9 million. The income invoiced in advance relates to exhibitions and activities that take place after 31 December 2007 and 2006 respectively. Liabilities not shown on the balance sheet Most of the land is leased and some of the contracts will expire in 2019 and some in 2070. The annual rent for land is € 0.1 million (2006: € 0.1 million). The annual lease obligations are approximately € 0.6 million (2006 approx. € 1.1 million); the average remaining term of the lease contracts is about 2 years. For Exhibition Hall 12, which was completed in 1996 and is leased, there is an average annual rent of € 1.4 million for 6 more years. As a result of the fact that in the past (former) employees were (partly) covered by the Invalidity Insurance Act (WAO), a higher WAO premium will be paid in the coming years. No provision is made for these additional costs and they will therefore have to be accounted for in future years. 54 EXPLANATORY NOTES TO THE 2007 CONSOLIDATED INCOME STATEMENT Amounts x e 1,000 Net revenue by segment 2007 2006 By activity Exhibitions and events 31,649 33,081 Accommodation rentals 40,136 36,967 Catering 36,244 32,900 Other 493 110 108,522 103,058 By geographical area The Netherlands 101,895 99,091 Other EU countries 171 138 Other countries 6,456 3,829 108,522 103,058 Personnel costs 2007 2006 Wages and salaries 16,306 15,395 Social security costs 2,573 2,349 Pension costs 1,265 1,719 Other personnel costs 3,778 3,423 23,922 22,886 Average number of employees (FTE) The Netherlands 408 378 Other countries 40 47 448 425 55 Pension costs For most employees, the pension scheme offered by Jaarbeurs Holding B.V. to its employees is a so-called collectively defined contribution scheme operated by the company’s pension fund. For other employees, who mainly work for Jaarbeurs Catering Services B.V. and its group companies, there is a defined pension scheme which is operated by the industry-level pension funds and which is entered in these financial statements as a defined contribution scheme. With the defined contribution scheme, each year the company awards the staff an agreed premium to be paid and the actuarial and investment risk does not rest with the company. Depreciation and decrease in value of fixed assets 2007 2006 Depreciation of intangible fixed assets 539 424 Depreciation of tangible fixed assets 9,288 10,708 Decrease in value of intangible fixed assets 359 540 Decrease in value of tangible fixed assets 7 - 10,193 11,672 Financial income and expenses 2007 2006 Interest income 464 224 Interest charges -732 -585 Result of non-consolidated participating interests 122 251 Exchange rate differences 24 -27 Other financial income and expenses - 10 -122 -127 Corporation tax Jaarbeurs Holding B.V. and its Dutch wholly-owned subsidiaries form a tax entity. The effective tax burden is 28.9% (2006: 29.7%) and is in line with the average nominal rate of corporation tax in the countries in which Jaarbeurs Holding B.V. is active. Third-party interest This concerns the third party interest in the results of group companies. 56 JAARBEURS HOLDING B.V. COMPANY FINANCIAL STATEMENTS AS OF 31 DECEMBER 2007 * Amounts x e 1,000 C ompany balance sheet 2007 2006 Fixed assets Financial fixed assets 75,294 67,424 Current assets Receivables 3,176 2,042 Total assets 78,470 69,466 Capital and reserves Issued and fully paid share capital 384 384 Share premium reserve 35,849 35,849 Retained earnings 29,565 22,927 Unappropriated result 9,496 8,264 75,294 67,424 Current liabilities 3,176 2,042 Total liabilities 78,470 69,466 2 0 0 7 2006 Result of group companies 9,496 8,264 Net result 9,496 8,264 INCOME STATEMENT FOR 2007 * Up to and including 2006 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest and was only consolidated proportionally. From 29 October 2007 the participation was increased to 100% and is fully consolidated in the balance sheet. 57 EXPLANATORY NOTES TO THE COMPANY FINANCIAL STATEMENTS Amounts x e 1,000 General As the company’s financial details are incorporated in the consolidated financial statements, the income statement gives only the result of the participating interest (Article 402, Book 2 of the Netherlands Civil Code). Financial fixed assets 2007 2006 Balance at 1 January 67,424 59,614 Dividends received -454 -454 Change in other reserves -1,148 - Financial year result 9,496 8,264 Exchange differences -24 - Balance at 31 December 75,294 67,424 The list of the main group companies and participating interests is on page 61. Capital and reserves ISSUED SHARE SHAREPREMIUM EXCHANGE DIFFERENCES UNAPPROPRI- OTHERPRIATED CAPITALRESERVERESERVERESERVESRESULTTOTAL Balance at 1 January 2006 384 35,849 -48 15,960 7,469 59,614 Net result for 2006 - - - - 8,264 8,264 Dividends - - - - -454 -454 Added to retained earnings - - - 7,015 -7,015 - Balance at 1 January 2007 384 35,849 -48 22,975 8,264 67,424 Net result for 2007 - - - - 9,496 9,496 Dividends - - - - -454 -454 Added to retained earnings - - - 7,810 -7,810 - Change in retained earnings - - - -1,148 - -1,148 Other changes on balance - - -24 - - -24 35,849 -72 29,637 9,496 75,294 Balance at 31 December 2007 384 As of 31 December 2007, the authorised share capital consisted of 3,500 shares, each with a nominal value of € 453.78 per share. Of these, 846 shares are issued and fully paid. 58 Remuneration of members of the Executive Board and of the Supervisory Board The remuneration of the managing directors as referred to in Article 383, subsection 1, Part 9, Book 2 of the Netherlands Civil Code is: € 376 thousand (2006: € 321 thousand). The remuneration of the members of the Supervisory Board is: € 43 thousand (2006: € 69 thousand). Declaration of liability for group companies Pursuant to Article 403, Book 2 of the Netherlands Civil Code, the company has declared in writing that it will assume joint and several liability for the debts arising from the legal acts of all the wholly owned group companies that have been included in the consolidated financial statements. Utrecht, 12 March 2008 Executive Board Supervisory Board A. Brienen RA H.W. Broeders, Chairman Chief Executive Officer Mrs C.P. Vogelaar, Vice-Chairman (until 22 February 2007) R.G. van Ingen P.C. Klaver B. Staal (until 23 May 2007) A.H. Verhoeven (until 23 May 2007) Mrs I.G.C. Faber (from 1 January 2008) J.G. Wijn (from 1 January 2008) 59 OTHER INFORMATION Amounts x e 1,000 To: The General Meeting of Shareholders of Jaarbeurs Holding B.V. Auditor’s report Assignment We have audited the financial statements of Jaarbeurs Holding B.V., Utrecht, as they appear in this report, which comprise the balance sheet as at 31 December 2007 and the income statement for the year then ended and the explanatory notes. Management’s responsibility The management of the company is responsible for the preparation and fair presentation of the financial statements, which should give a true and fair view of the company’s financial position and the result, and for the preparation of the annual report, both in accordance with Part 9, Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the entity’s management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 60 Opinion In our opinion, the financial statements give a true and fair view of the financial position of Jaarbeurs Holding B.V. as at 31 December 2007, and of its result for the year then ended in accordance with Part 9, Book 2 of the Netherlands Civil Code. Report on other legal and regulatory requirements Further to the legal requirement under Article 2:393, sub 5, part e of the Netherlands Civil Code, we report, to the extent of our competence, that the annual report is consistent with the financial statements as required by Article 2:391, sub 4 of the Netherlands Civil Code. Utrecht, 12 March 2008 KPMG ACCOUNTANTS N.V. J.C.M. van Rooijen RA Provisions of the articles of association regarding the appropriation of the result According to the company’s Articles of Association, the net result is at the disposal of the General Meeting of Shareholders. At its meeting on 21 March 2007 it was decided to appropriate the net result for 2006 as follows: To be added to the retained earnings To be paid as dividend 7,810 454 8,264 Proposed appropriation of the result It will be proposed to the General Meeting of Shareholders that the net result for 2007 be allocated as follows: To be added to the retained earnings To be paid as dividend 9,042 454 9,496 61 G roup structure as of 3 1 D ecember 2 0 0 7 The main group companies are listed below. (100% interest and registered office in Utrecht unless otherwise stated) Jaarbeurs B.V. Jaarbeurs Utrecht B.V. VNU Exhibitions Europe B.V., Jaarbeurs Trade Mart Utrecht B.V., Jaarbeurs International B.V., VNU Exhibitions Asia Ltd. (70%, Shanghai, China), Croeselaan Promotion Holding B.V., Motor Events B.V. (Breda), Corsofex Beheer B.V. (Duivendrecht), Expocare B.V. (Duivendrecht), Car(E)xpo B.V. (Leusden), Doe Promotions Utrecht B.V., Expoplan B.V. (Hilversum), B.V. National Convenience Event (Sint Oedenrode), Rotterdams Tentoonstellingsbureau B.V. (Rotterdam), Ski-happ B.V. (Rotterdam) Jaarbeurs Catering Services B.V., Frans Kuil Beheer B.V. (Vlaardingen), Dutch Catering Association B.V. (Rotterdam), RDCA Party & Organisatie B.V. (Rotterdam), Grand Catering B.V. (Nieuwegein), Event & Catering Partners 2002 B.V. (Hoofddorp), Verhaaf Party Catering B.V. (Hoofddorp), Trends for Rent B.V. (51%), Grand Exploitatie B.V. (50%) Jaarbeurspoort B.V., Exploitatiemaatschappij Croeselaan B.V., Croeselaan C.V. (10%, Eindhoven) 62 FIVE YEARS JAARBEURS HOLDING B.V. * Amounts x e 1 million Consolidated balance sheets in brief 2007 2006 2005 2004 2003 Fixed assets 120.4 93.2 97.0 89.6 92.2 Current assets 35.1 34.7 28.5 33.7 33.7 155.5 127.9 125.5 123.3 125.9 Group capital and reserves 76.0 67.7 59.7 52.7 47.4 Provisions 6.0 6.9 9.3 10.0 10.3 Non-current liabilities 0.1 0.1 0.4 - 0.5 Current liabilities 73.4 53.2 56.1 60.6 67.7 155.5 127.9 125.5 123.3 125.9 Change in group capital and reserves Balance at 1 January 67.7 59.7 52.7 47.4 44.4 Financial year result 9.5 8.3 7.5 5.6 3.4 Other changes -1.2 -0.3 -0.5 -0.3 -0.4 59.7 52.7 47.4 Balance at 31 December 76.0 67.7 * Up to and including 2006 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest and was only consolidated proportionally. From 29 October 2007 the participation was increased to 100% and is fully consolidated in the balance sheet. 63 FIVE YEARS JAARBEURS HOLDING B.V. * Amounts x e 1 million, unless otherwise stated 2007 2006 2005 2004 2003 103.1 93.0 88.0 84.6 Consolidated income statement in brief Net revenue 108.5 Cost of services of third parties, materials and other external costs 60.5 56.3 49.2 48.2 49.7 Personnel costs 23.9 22.9 22.5 19.8 17.4 fixed assets 10.2 11.7 11.7 11.9 12.1 Total operating costs 94.6 90.9 83.4 79.9 79.2 Amortization, depreciation and decrease in value of Operating result 13.9 12.2 9.6 8.1 5.4 Financial income and expenses -0.1 -0.1 - 0.1 -1.3 Profit before tax 13.8 12.1 9.6 8.2 4.1 Income tax expense 4.0 3.6 2.0 2.5 0.7 Third-party interest -0.3 -0.2 -0.1 -0.1 - Net result 9.5 8.3 7.5 5.6 3.4 22.3 11.6 9.3 7.4 Cash flows from operating activities 18.5 17.4 27.0 Net investments in fixed assets 37.4 7.8 19.1 Average number of employees (FTE) 448 425 404 383 * Up to and including 2006 the participation in the group company VNU Exhibitions Europe B.V. was a 50% interest and was only consolidated proportionally. From 29 October 2007 the participation was increased to 100% and is fully consolidated in the balance sheet. 384 64 KEY POSITIONS Situation at 1 April 2008 Executive Board and Management Executive Board and Management Jaarbeurs (Holding) B.V. Jaarbeurs Catering Services B.V. A. Brienen - Chief Executive Officer G. Zapantoulis - Managing Director H.P. Rosier - Director F.A. Bakker E.J.M. Missotten W. Wiersma J.H. van Staverden H. Kroneberg A.M. Schouten F. Kuitert Mrs M.P.J.M. Verkoijen C.C.T. Aalbers Mrs M. Koning Executive Board and Management VNU Exhibitions Europe B.V. Supervisory Board Jaarbeurs Holding B.V. A.M.M. Otten - Managing Director H.W. Broeders - Chairman G.W. Leeuwenburgh Mrs I.G.C. Faber Mrs J. Segeren R.G. van Ingen J. van der Valk P.C. Klaver F. van der Woude J.G. Wijn Executive Board and Management Foundation Royal Dutch Jaarbeurs VNU Exhibitions Asia H.W. Broeders - Chairman D. Zhong - Managing Director Mrs I.G.C. Faber Mrs I. Hu R.G. van Ingen M. Kruse P.C. Klaver Mrs J. Zhu J.G. Wijn M. Zhao K. Yuan Works Council Jaarbeurs B.V. Mrs W.L.M. de Man - Chairwoman Executive Board and Management G.P. Vreke - Vice Chairman Jaarbeurs Utrecht B.V. G. van Haarlem - Secretary G. Zapantoulis - Managing Director P.J. Coolen R.C.J.M. van der Heijden - Deputy Managing Director B.J.H. de Leeuw C.A. Filius Mrs I. Ritzer Mrs E. Matos T. Steegers A.P.A. Molmans Works Council VNU Exhibitions Europe B.V. Mrs J.E.T. Bodifée - Chairwoman Mrs R.J.M. Schippers - Vice Chairwoman D.A. Rodenrijs Mrs D.C. Smit Mrs E. Wonder Jaarbeurs Holding • P.O. Box 8500, 3503 RM Utrecht • Jaarbeursplein, 3521 AL Utrecht • The Netherlands Telephone +31 (0)30 295 59 11 • Fax +31 (0)30 295 55 21 • [email protected] • www.jaarbeurs.nl