Annual Report 2014/2015

Transcription

Annual Report 2014/2015
1
ANNUAL REPORT 2014/2015
2 SnowWorld at a glance
3 Key developments 2014/2015
4 Multi-year overview
6Foreword
8Composition of the Supervisory Board
and Executive Board
10Strategy
11 Shareholder information
14 Report of the Supervisory Board
16 Report of the Executive Board
30 Risk management
32 Corporate Governance
35 Executive Board declaration
37 Financial statements
81 Other information
87Locations
87Colophon
2
SnowWorld N.V. Annual Report 2014/ 2015
SnowWorld at a glance
Profile
SnowWorld owns and operates two indoor ski resorts in the
Netherlands. They are located in Landgraaf and Zoetermeer and
have a total snow surface of approximately 50,000 m².
In addition to the various ski slopes, both ski resorts feature a
range of food and beverage facilities and meeting rooms. Winter
sports stores and health clubs also form part of the SnowWorld
concept. The ski resort in Landgraaf furthermore comprises a fourstar hotel with 100 rooms and an Outdoor Park.
SnowWorld, with its indoor skiing facilities, is one of the leading
companies in the industry worldwide.
SnowWorld has achieved rapid growth in the Netherlands since
its establishment in 1996. The strategy is aimed at both further
optimising the current ski resorts and rolling out the proven
successful concept more widely in Europe. SnowWorld was listed
on the NYSE Euronext Amsterdam in December 2013 in order to
finance this strategy.
SnowWorld has 233 employees (FTE) and achieved revenue of
more than € 25 million and net operating profit of € 2.3 million in
the 2014/2015 financial year.
Timeline SnowWorld
Establishment
of SnowWorld
by Koos Hendriks
1996
Opening of
Zoetermeer
location with two
160-metre ski slopes
Opening of third
ski slope (210 metres)
in Zoetermeer
2001
2002
Opening of third
(Fun Park) and
fourth ski slope
(250 metres)
in Landgraaf
2003
Opening of
First indoor
Landgraaf
FIS World Cup
location with in Landgraaf
two ski
slopes of
500 metres
and 100 metres
Acquisition
of real estate
and fitness
facilities
at both
locations
2007
Opening of
four-star hotel
(420 beds)
in Landgraaf
2008
Opening of
Outdoor Park
in Landgraaf
2012
Flotation
of SnowWorld
2013
2014
Issue
of
shares
Key developments 2014/2015
Strategic
Obtaining building permit for the planned extension of the third slope in Zoetermeer
Adjustment look-and-feel, investment in new equipment and new corporate identity for the fitness activities
Realisation of new outdoor terrace (+/- 700 m²) in Zoetermeer
Commissioning investment in new cooling system in Zoetermeer
Feasibility study further development of Wilhelminaberg in Landgraaf
Developments in Paris and Barcelona awaiting completion of the zoning plan procedures
Financial
Operating EBITDA increased by 3.2% from € 8.2 million to € 8.5 million
Net revenue of € 25.4 million virtually the same as last financial year (€ 25.8 million)
Strong rise in net operating profit by 31.6% from € 1.8 million to € 2.3 million
Increase in net profit per share from € 0.68 to € 0.79
The operating cash flow increased by 4.2% to € 5.7 million
Improved solvency; equity surged considerably by 39.2% to € 10.4 million
Guarantee capital rose from 15.4% to 20.2%
Interest-bearing debt (excluding interest-rate swap) fell by € 3.4 million (9.4%) to € 36.0 million
Proposal first dividend payment in history of € 0.18 per share
Outlook 2015/2016: SnowWorld expects further profit increase
Outdoor 2.1%
Other 3.1%
Hotel 7.2%
Ski 51.7%
Fitness 6.3%
Hospitality 29.6%
Breakdown of
revenue by activity
in 2014/2015
3
4
Multi-year overview
(consolidated figures as at 30 September)
Results
(in € x 1,000)
2014/2015
2013/2014 1
2013/2014
2012/2013
2011/2012
2010/2011
Net revenue
In % compared to previous year
25,397
–1%
25,759
2%
25,759
2%
25,378
–2%
25,944
0%
25,951
–1%
EBITDA
8,468
3%
8,207
–4%
6,770
–21%
8,542
–2%
8,756
–6%
9,313
–8%
Operating result (EBIT)
5,059
7%
4,745
3%
3,308
–28%
4,619
14%
4,052
–11%
4,558
26%
Result after tax
2,326
32%
1,767
3%
386
–77%
1,710
58%
1,084
–21%
1,377
104%
2013/2014
2012/2013
2011/2012
2010/2011
Cash flow
(in € x 1,000)
Operating activities
Investment activities
Financing activities
2014/2015
2013/2014 1
5,659
–2,321
–2,012
5,432
–1,410
–3,539
5,237
–178
–4,923
5,921
–1,107
–4,825
5,790
–4,811
–988
6,509
–1,981
–4,489
1,326
483
136
–11
–9
39
2014/2015
2013/2014
2012/2013
2011/2012
2010/2011
Number of employees (FTE)
233
-3%
241
1%
238
–4%
247
0%
246
–1%
Employee expenses
7,775
-3%
7,995
4%
7,720
1%
7,615
1%
7,504
1%
Net revenue per employee
109
2%
107
0%
107
2%
105
0%
105
0%
Employee expenses per employee
33
0%
33
3%
32
5%
31
1%
31
3%
31%
–1%
31%
3%
30%
3%
29%
1%
29%
2%
Net cash flow
Personnel
(in € x 1,000)
Employee expenses as % of net revenue
1 This concerns the operating figures after deduction of the effects of the reverse takeover and the share issue.
5
Statement of financial position data
2014/2015
2013/2014
2012/2013
2011/2012
2010/2011
53,039
–3,235
54,281
–3,279
56,202
–3,150
59,502
–2,943
59,478
–3,395
49,804
51,002
53,052
56,559
56,083
10,438
40,833
42
–1,509
7,497
43,621
67
–183
3,913
49,199
–13
–47
6,956
48,957
704
–58
6,688
48,858
604
–67
49,804
51,002
53,052
56,559
56,083
2,321
–3,409
1,523
–3,462
1,127
–3,923
4,811
–4,704
1,981
–4,755
Interest-bearing debt as % of capital use
79%
85%
93%
88%
88%
Solvency
19%
13%
7%
11%
11%
2013/2014
2012/2013
2011/2012
2010/2011
0.15
2.54
2.02
0.56
2.09
1.92
0.29
1.89
1.57
0.37
1.82
1.77
(in € x 1,000)
Capital use
Non-current assets
Working capital
Finance
Group equity
Non-current liabilities
Receivable from/payable to participants
Current liabilities to banks
Net investment
Depreciation
Per share
(in euros)
Earnings per share
Group equity per share
Cash flow from operating activities per share
2014/2015
0.79
3.55
1.93
2013/2014 2
0.68
3.20
2.10
2 This concerns the operating figures after deduction of the effects of the reverse takeover and the share issue.
6
Foreword
Where the previous reporting year was characterised by our
flotation and issue of new shares, this year we have been able to
fully concentrate on operations and the further implementation of
our strategy.
Increased result
By tightly controlling costs, SnowWorld’s result has increased over
the past year. The EBITDA increased by 3.2% to € 8.5 million. In
addition, the net operating result rose by 31.6% to € 2.3 million.
We were able to perform the operation with less people meaning
we were able to reduce employee expenses. We were also able
to save on our marketing strategy by shifting from ‘print’ to ‘online’.
Improvement in financial position
SnowWorld’s financial position greatly improved due to the strong
operational results and related cash flow. Solvency rose from 13%
to 19% and interest-bearing liabilities dropped by € 3.4 million to
€ 36 million (excluding interest swap).
Strategy
SnowWorld’s strategy is based on two pillars. The first is the
continuous improvement and development of our two existing
locations and the second is the realisation of new locations.
We are delighted that after many years of efforts we have obtained
the environmental permit for the extension of the existing third
slope in Zoetermeer. We are still awaiting the formal proceedings
before the Council of State, but we view them with confidence.
We are assuming that we can realise the extension in 2016, so that
the results will be seen with effect of the 2016/2017 financial year.
Extensive talks are being held with ABN AMRO Bank with regard
to the financing of this project.
Outlook
We have a positive outlook for the 2015/2016 financial year.
Consumer confidence has increased in the past year and the
economy is picking up. With our efficiently set up operation, we
expect a higher result after tax for the 2015/2016 financial year.
I would like to thank our employees for their commitment over the
past year. They make SnowWorld a success. With each other, we
try to surpass the expectations of our customers every day. That
is the basis of our success.
J.H.M. Hendriks, Chief Executive Officer
7
8
Composition of the Supervisory Board and Executive Board
Information on the management as at 1 October 2015
The management of SnowWorld is entrusted to the Executive
Board whose statutory members are appointed and dismissed by
the Supervisory Board. The non-statutory members are appointed
and dismissed in accordance with Dutch (labour) law.
Auxiliary positions at organisations
NBTC Holland Marketing Foundation (Chairman);
Jumping Amsterdam Foundation (Chairman);
Member of the Commissie van Beroep van de Stichting
Garantiefonds Reisgelden and the Stichting Calamiteitenfonds
Reizen;
Dutch Guide Dog Foundation;
Amsterdam Museum Foundation;
Member of the Advisory Board of the Economics and Business
Administration Faculty at the University of Amsterdam.
B.K. (Bibian) Mentel (1972)
Member
Year of appointment: 2013
End of current term: 2017
2014 Olympic para-snowboarding champion
First place in the IPC para-snowboarding world rankings
Hans Bakker, Bibian Mentel and Peter Paul de Vries (from left to right)
Supervisory Board
Supervisory Directors are selected and appointed based on
a profile for members of the Supervisory Board. Mr A.J. Bakker
and Ms B.K. Mentel were appointed members of the Supervisory
Board at the General Meeting of Shareholders on 10 December
2013. The General Meeting of Shareholders also approved the
appointment of Mr P.P.F. de Vries as Member of the Supervisory
Board. The implementation of the appointment of Mr De Vries was
postponed at his own request owing to the role of Value8 N.V.,
of which he is CEO, in the reverse takeover. The appointment of
Mr De Vries as a member of the Supervisory Board was implemented
on 6 January 2015.
A.J. (Hans) Bakker (1951)
Chairman
General Director of RAI Holding B.V. and Amsterdam RAI B.V.
since 2002.
Auxiliary positions
Chairman of the Supervisory Board of Transavia Airlines B.V.
Chairman of the Supervisory Board of GVB Holding N.V.
Auxiliary positions
Managing Director of the Mentelity Foundation;
Snowboarding promoter for the Paralympic Games;
Guest Speaker;
Author.
P.P.F. (Peter Paul) de Vries (1967)
Member
Chairman of the Board Value8 N.V.
Auxiliary positions
Member of the Supervisory Board of Euronext Amsterdam N.V.;
Director of Sucraf N.V. (Belgium);
Director of IEX Group N.V.
Auxiliary positions at organisations
Member of the Recommendations Committee for the foundation
Stichting Juliana Kinderziekenhuis
Remuneration
The Chairman of the Supervisory Board receives remuneration of
€ 20,000 per annum. The other members of the Supervisory Board
receive remuneration of € 15,000 per annum. Value8 N.V., of which
Mr de Vries is CEO, has an equity interest of 15% in SnowWorld
N.V. Value8 N.V. also has an option to purchase shares.
For a detailed description of the share option, please see the
shareholder information on pages 11 to 13 of this annual report.
The other supervisory directors had no equity interest in the
company.
9
Executive Board
Remuneration
The Executive Board of SnowWorld was comprised in the financial
year 2014/2015 of Mr J.H.M. Hendriks in the position of Chief
Executive Officer (CEO) and the role of statutory director under the
Articles of Association.
SnowWorld’s remuneration policy for its board members is aimed
at attracting, motivating and retaining qualified board members
who have experience in the leisure industry. The total remuneration
of the Executive Board is comprised of the following components:
a short-term basic remuneration, a bonus for performance in the
short term (CEO), a bonus in shares for performance in the long
term (CFO) and other fringe benefits. This mix of different forms of
remuneration is intended to optimise company profits both in the
short and long term. Amendments to the remuneration policy must
be adopted by the General Meeting of Shareholders. The actual
remuneration is set by the Supervisory Board.
Mr J.H.M. Hendriks receives his remuneration via a management
contract. This contract is valid until 1 April 2019. The agreed annual
management fee is € 283,640 (originally € 280,000). A bonus in
addition to this has been agreed that is dependent upon the
amount of realised EBITDA, namely € 55,000 with EBITDA of
between € 9 and € 10 million and another € 55,000 with EBITDA
of above € 10 million. The aforementioned amounts can be indexed
annually on 1 October. A termination compensation in the event
of premature rescission of the management contract has not been
agreed.
Wim Moerman and Koos Hendriks (from left to right)
Mr W.A. Moerman also served on the Executive Board in the
position of Chief Financial Officer (CFO) during the financial year
under review.
J.H.M. (Koos) Hendriks (1949)
Chief Executive Officer
Mr J.H.M. Hendriks has a long track record in the winter sport
sector and has led SnowWorld’s activities without interruption
since 1996.
Former activities
1980 – 2001 Duijvestein Wintersport, owner
1974 – 1979 Various sports stores, owner
W.A. (Wim) Moerman (1972)
Chief Financial Officer
Mr W.A. Moerman has fulfilled the position of CFO at SnowWorld
since November 2007.
Former activities
1990 – 2007 Ernst & Young Accountants, Auditor
Auxiliary positions
Member of the Board of Coöperatieve Vereniging Notarishuis
U.A. in Rotterdam
Mr W.A. Moerman has a permanent contract of employment. His
salary is € 133,676 per year. Mr W.A. Moerman participates in the
SnowWorld pension scheme. SnowWorld pays the related pension
premium.
SnowWorld has made a vehicle available to both members of the
Executive Board. No other fixed allowances are provided.
Mr J.H.M. Hendriks is majority shareholder of SnowWorld and
Mr W.A. Moerman has been granted an option to acquire shares
in SnowWorld. Please refer to the Shareholder information on
page 11 of this annual report for more information on this matter.
10
Strategy
General
The activities of SnowWorld consist of operating two indoor ski
resorts. These resorts are stand-alone winter sport centres where
guests can enjoy a combination of activities in an Alpine ambience.
Opening new SnowWorld locations
Expanding the number of locations will lead to further growth of
the company. This expansion can be realised by either building
new locations or acquiring existing indoor ski resorts.
The various slopes are covered with excellent snow and are
suitable for both novice and advanced skiers and snowboarders.
A challenging fun park is also part of the offering. The ski school
provides lessons and courses at all levels.
The knowledge and experience gained since the establishment of
SnowWorld in 1996 have made it possible to set up new indoor
ski resorts with relatively low investments and low operating costs.
Opening new locations will also create economies of scale with
respect to purchasing materials and holding costs, including
financing costs. SnowWorld as a whole will also become more
attractive to organisations for sponsoring.
In addition to the slopes, both ski resorts offer a selection of food
and beverage facilities ranging from après ski bars to self-service
and à la carte restaurants. The various rooms can be used for
meetings or other business packages.
Both ski resorts also feature a modern health club and a Duijvestein
winter sport store.
SnowWorld Landgraaf furthermore has a four-star hotel with
100 rooms and 420 beds and an Outdoor Park. This 25,000-square
metre Outdoor Park provides a unique offering and is one of the
largest of its kind in Europe.
SnowWorld has formulated a strategy that is aimed at creating
value for its shareholders through its welcoming and inviting sport
experience.
SnowWorld’s strategy is aimed first and foremost at the continual
optimisation of the two existing indoor ski resorts. The strategy
also focuses on opening new SnowWorld locations.
Optimising existing indoor ski resorts
Optimising the existing ski resorts entails adding activities that
strengthen the traditionally less busy summer season, expanding
the existing resorts and further optimising the internal processes.
The plan to lengthen the third slope at the Zoetermeer location fits
in with this strategy. This extension, which we expect will be
realised next year, is forecast to lead to both an increase in the
number of visitors and the average amount of time they spend
at the ski resort.
This also includes the investments in the health clubs in both
Zoetermeer and Landgraaf this reporting year. This investment
further improves the quality of the product, which in turn means
that the number of members is expected to grow.
In addition, SnowWorld is examining the feasibility of the further
development of its direct surroundings in Landgraaf.
Within this context, SnowWorld is working on the development of
new locations in Paris and Barcelona. Based on the general course
of affairs, we expect that we will not be able to open our first
foreign location any earlier than the fourth quarter of 2018.
SnowWorld critically assesses the existing indoor ski resorts that
are offered for acquisition. The location must in any case be close
to a large agglomeration and be easily accessible. It must,
however, also be possible to convert the indoor ski resort to the
SnowWorld formula so that it can contribute to SnowWorld’s
earnings per share.
Furthermore, SnowWorld offers consultancy work for the
development of new indoor ski resorts. This means it is close to
the market and has the possibility of participating in new
developments at an early stage.
Financing strategy
SnowWorld’s strategy is aimed at ensuring that each investment
helps create shareholder value. The financing strategy for the
intended new locations is to have approximately 60% loan capital
and 40% equity, whereby a local partner injects approximately half
of the equity and SnowWorld the other half. Due to the combination
of the expected returns on the investment and an attractive mix
of financing, new locations are intended to make a substantial
contribution to the growth in earnings per share. A potential share
issue by SnowWorld will be kept as limited as possible in order
to minimise dilution for shareholders.
11
Shareholder information
Capital structure
SnowWorld N.V. is a public limited company incorporated under
Dutch law.
SnowWorld shares have been listed on NYSE Euronext Amsterdam
since 10 December 2013 and are followed by analysts from
SNS Bank. SNS Bank also acts as liquidity provider.
The public limited company SnowWorld has one class of issued
shares. The same rights and obligations attach to each share and
the shares carry no special rights of control. In addition SnowWorld
applies no restrictions of voting rights, except for any restrictions
prescribed by law. No depositary receipts are issued for the shares
and there are no other protective measures. SnowWorld shares
are freely transferable.
There are no agreements with any shareholder(s) that may provide
cause for limiting the transfer of shares or of depositary receipts
for shares issued with its cooperation or the transfer of voting
rights.
The major shareholders referred to in the section ‘Major Holdings
Disclosure Act’ that have reported their interest in the share capital
of SnowWorld to the Netherlands Authority for the Financial
Markets (AFM) in accordance with the Major Holdings Disclosure
Act hold around 88% of the shares. Accordingly, the number
of freely tradable shares amounts to around 354,000.
The SnowWorld share price dropped during the 2014/2015
financial year. On 1 October 2014 the price was € 8.00 per share,
while at the end of the 2014/2015 financial year the price was
€ 7.00 per share.
Share price development of SnowWorld (in euros)
8.0
7.8
7.6
7.4
7.2
7.0
6.8
01-10-2014
02-01-2015
01-04-2015
01-07-2015
30-09-2015
Course of number of outstanding shares
At the end of the 2013/2014 financial year, the number
of outstanding shares was 2,950,163 with a nominal value of
€ 3.75 per share. During the 2014/2015 financial year no mutations
occurred in the number of outstanding shares. However, the
nominal value per share was reduced to € 2.00 per share by
an amendment to the Articles of Association. At the end of the
2014/2015 financial year, the number of outstanding shares was
2,950,163 with a nominal value of € 2.00 per share.
SnowWorld holds 11,640 shares in its own capital.
Preventing misuse of inside information
As a listed company, SnowWorld N.V. has made an arrangement
to prevent the use of inside information by our supervisory
directors, directors and employees, as well as other ‘insiders’.
The legal provisions in force in the Netherlands in the area of inside
information and market manipulation have been brought together
in the Financial Supervision Act. We have drawn up regulations in
accordance with this Act. The persons whom this applies to have
agreed in writing to act according to these rules in relation
to information in their possession. Mr R.A.G. Piket (controller) acts
as compliance officer, and ensures correct compliance with the
legislation and regulations in the area of inside information.
Major Holdings Disclosure Act
Pursuant to the Major Holdings Disclosure Act the shareholders
of a Dutch listed company are obliged to inform the Netherlands
Authority for the Financial Markets if they hold an equity interest
in the share capital of that company of more than 3%.
The following shareholders have reported that (on 1 October 2015)
they had an interest of more than 3% in the share capital of
SnowWorld N.V.:
d J.H.M. Hendriks Beheermaatschappij B.V. (68%);
d Value8 N.V. (15%); and
d J.P. Visser (5%).
12
Amendment to the Articles of Association
On 12 March 2015, the General Meeting of Shareholders agreed
to an amendment to the Articles of Association, which refers to a
capital reduction by means of the adjustment of the nominal value
per share of € 3.75 to € 2.00. This amendment to the Articles of
Association aims to reduce the subscribed capital and increase
the freely distributable reserves so that the payment of dividend
in accordance with the formulated dividend policy is possible.
Furthermore, the adjustment of the number of ordinary shares in
the share capital was agreed in the same meeting so this is now
a round figure of € 20,000,000. The amendment to the Articles of
Association was effected on 23 July 2015.
Issue and acquisition of shares (in the company’s
own capital)
In accordance with the Articles of Association of the company,
shares are issued pursuant to a resolution of the General Meeting
of Shareholders. On 12 March 2015, the General Meeting of
Shareholders extended the authorisation of the Executive Board
of the company by a period of 18 months (period ends on
10 December 2016), to issue up to 15% of the issued capital,
which included an authorisation to limit or exclude pre-emptive
rights. No use was made of this authorisation.
The acquisition by the company of shares in its capital that have
not been paid up is void. The company may acquire shares in its
own capital or depositary receipts for them in order to transfer
them to employees of the company or of a group company
pursuant to a scheme applicable to them. The acquisition of shares
in its own capital will be effected following a decision by the
Executive Board requiring the approval of the Supervisory Board.
Option scheme and shareholdings of employees
and members of the Executive Board
SnowWorld does not have a scheme granting rights to employees
to take or acquire shares in the capital of the company.
However, Mr W.A. Moerman (CFO) obtained an option to acquire
shares in the capital of the company. SnowWorld thereby grants
the irrevocable and non-transferable right to acquire, during a term
of 5 years from 1 December 2013, shares in full and unencumbered
ownership at an exercise price of € 8.00 per share with a nominal
value of € 2.00. The option relates to 147,508 shares. The transfer
can be effected by purchase or issue. In the event of a repayment
of capital (capital reduction), special dividend distributions
(dividends not charged to profit) and/or share splits, the option will
Shareholders
SnowWorld N.V.
be adapted in accordance with the generally accepted rules for
doing so. The shares that are acquired pursuant to the option
agreement will carry all rights attached to the other ordinary shares
already in issue at that time. The option is exercisable in 5 equal
annual steps as from 1 December 2013. The option can be
exercised in full or in part during the term. If the option has not
been exercised (in full) during the term concerned, it will expire by
operation of law after the end of the term. If the option is exercised
in full during the term, the shareholding of the existing shareholders
will be diluted by around 4.8%.
Mr J.H.M. Hendriks (CEO) holds 68% of the issued capital of
SnowWorld N.V. through his company, J.H.M. Hendriks
Beheermaatschappij B.V.
Option scheme for Value8
In addition to Mr W.A. Moerman (CFO), Value8 N.V. likewise
obtained, as part of the flotation of SnowWorld, an option to
acquire shares in the capital of the company. SnowWorld thereby
grants the irrevocable and non-transferable right to acquire, during
a term of 5 years from 1 December 2013, shares in full and
unencumbered ownership at an exercise price of € 8.00 per share
with a nominal value of € 2.00. The option relates to 5% of the
shares in issue on the exercise date. Even if SnowWorld proceeds
to issue shares for the exercise of the option, after that issue Value8
N.V. will still acquire 5% of the issued capital at that time by
exercising its option. In the event of a repayment of capital (capital
reduction), special dividend distributions (dividends not charged
to profit) and/or share splits, the option will be adapted in
accordance with the generally accepted rules for doing so. The
shares that are acquired pursuant to the option agreement will
carry all rights attached to the other ordinary shares already in
issue at that time. The option can be exercised in full or in part
during the term. If the option has not been exercised (in full) during
the term concerned, it will expire by operation of law after the end
of the term. Value8 N.V. will then no longer be able to derive any
rights from the option. If the option is exercised in full during the
term, the shareholding of the existing shareholders will be diluted
by 5.0%.
Organisational structure
SnowWorld has one 100%-owned subsidiary, SnowWorld Leisure
N.V. established in Zoetermeer, which in turn holds 100% of the
shares in SnowWorld International B.V., likewise established in
Zoetermeer.
100%
100%
SnowWorld
Leisure N.V.
SnowWorld
International B.V.
13
Dividend policy
The proposed dividend policy was accepted at the General
Meeting of Shareholders on 12 March 2015. This policy means
that with effect of the 2014/2015 financial year SnowWorld N.V.
will pay out a dividend payout ratio of approximately 30% to 50%
of the result after tax. There is a possibility of proposing an optional
dividend (cash dividend or stock dividend). Please see page 19 of
this annual report for the proposal to be made to the General
Meeting of Shareholders on 11 March 2016.
Contact
SnowWorld sets store by a transparent dialogue with shareholders,
investors, analysts and the financial press. As a company that was
recently listed on the stock exchange, SnowWorld would like to
hear your views on this annual report and the investor relations
policy.
We invite you to inform us of your views by sending an e-mail for
the attention of Mr W.A. Moerman, CFO, to the following e-mail
address: [email protected].
Financial calendar
Publication of annual results 2014/2015
Trading update for 1st quarter 2015/2016
General Meeting of Shareholders
Publication of interim figures 2015/2016
Trading update for 3rd quarter 2015/2016
You can also reach us at:
SnowWorld Zoetermeer
Buytenparklaan 30
2717 AX Zoetermeer
The Netherlands
T: +31 (0) 79 3 202 202
www.snowworld.com
[email protected]
13 January
10 February
11 March
16 May
4 August
2016
2016
2016
2016
2016
14
Report of the Supervisory Board
General
We are pleased to provide you with the Annual Report 2014/2015
that has been drawn up by the Executive Board. This annual report
includes the financial statements that have been audited by
BDO Audit & Assurance B.V. and discussed with the Executive
Board during its meeting on 5 January 2016 that was attended by
the external auditor. The statement by the independent auditor is
included in this annual report in the ‘Other information’ section.
We are of the opinion that this annual report more than fulfils the
transparency requirements and that it forms a good basis for the
Supervisory Board’s accountability for its supervision.
We propose that the General Meeting of Shareholders:
d Adopt the financial statements, which include the proposal for
profit appropriation.
d Discharge the Executive Board from liability for their
management in the 2014/2015 financial year.
d Discharge the Supervisory Board from liability for their
supervision of the Executive Board in the 2014/2015 financial
year.
Composition of the Executive Board
The Executive Board of SnowWorld was comprised in the financial
year 2014/2015 of Mr J.H.M. Hendriks in the position of Chief
Executive Officer (CEO) and the role of statutory director under the
Mr W.A. Moerman also served on the Executive Board in the
position of Chief Financial Officer (CFO) during the financial year
under review.
Composition of the Supervisory Board
At the start of the reporting year, the Supervisory Board consisted
of Mr A.J. Bakker and Ms B.K. Mentel. As of 6 January 2015, Mr
P.P.F. de Vries also forms part of the Supervisory Board.
Supervisory Board directors are appointed for a term of four years.
For Mr A.J. Bakker and Ms B.K. Mentel this term expires in 2017
and for Mr P.P.F. de Vries in 2019.
Supervisory Directors are selected and appointed based on a
profile for members of the Supervisory Board. In accordance with
the Dutch Management and Supervision Act and Book 2 of the
Dutch Civil Code, the company pursues a policy whereby at least
30% of the Executive Board plus the Supervisory Board is
comprised of women.
Activities
The Supervisory Board held two plenary meetings with the
Executive Board and the chairman had one progress meeting with
the Executive Board during the financial year. A meeting was also
held with Value8 N.V. in order to evaluate the reverse takeover and
the share issue. In addition to the Supervisory Board’s periodic
meetings with the Executive Board, there were also two informal
meetings to prepare the General Meeting of Shareholders. As well
as during those meetings, the Supervisory Board and Executive
Board were in regular contact by telephone or e-mail.
The Supervisory Board did not hold any formal consultations
without the Executive Board being present.
The Supervisory Board has the following topics as set agenda
points for its meetings with the Executive Board: the development
of the financial results and the progress being made on the projects
being carried out within the framework of the strategy. The current
market developments are also discussed within this context.
The Supervisory Board furthermore devoted extensive attention to
the following topics in the 2014/2015 financial year: further
improving the debt position, the dividend policy, the interim figures,
the organisational structure and the replacement of the cooling
system in Zoetermeer.
The Supervisory Board closely follows the plans relating to the
company’s strategy in general and the accountability for the related
risks in particular. Further information on SnowWorld’s risk
management is provided on pages 30 en 31 of this annual report.
The structure and operation of the related internal risk management
and control systems have been discussed with the Supervisory
Board.
During the reporting year, talks were held with the external auditor
about the audit approach, the findings as a result of the interim
audit and the findings as a result of the balance sheet audit. In
addition, the external auditor was present at the General Meeting
of Shareholders and also gave an explanation of the work he has
carried out and his findings.
The Supervisory Board does not utilise key committees due to the
size of both the company and the Supervisory Board itself.
In the opinion of the Supervisory Board, the company has fulfilled
that which is stated in the Code with respect to the independence
of the Supervisory Directors in the financial year.
The Supervisory Board wishes to thank the Executive Board and
all the company’s employees for the tremendous dedication they
have demonstrated in the 2014/2015 financial year and wish to
compliment them on the achieved results in the year under review.
Zoetermeer, the Netherlands, 13 January 2016
Corporate Governance
The Supervisory Board and the Executive Board endorse the
principles of the Corporate Governance Code (‘the Code’).
The company applies the Code virtually in full. The few deviations
from the Code that apply within SnowWorld N.V. relate primarily
to the nature and size of the company. Both the aforementioned
deviations and their explanation correspond more effectively with
the company’s working method. The main points of SnowWorld’s
Corporate Governance Policy and the deviations are stated on
pages 32 to 34 of this annual report. The Supervisory Board
ensured that the Code was applied within the company during the
financial year.
15
The Supervisory Board
A.J. Bakker, chairman
B.K. Mentel
P.P.F. de Vries
16
Report of the Executive Board
General developments
Where in the previous reporting year a lot of time was spent on
the flotation and issue of new shares with all the pertaining
obligations, this reporting year SnowWorld has again been able to
focus entirely on the operations and the implementation of its
strategy.
Despite the number of ski passes sold being lower, SnowWorld
has achieved better results, both in terms of EBITDA (+ 3.0%),
EBIT (+ 7.0%) and the net operating result (+ 32.0%).
An important pillar of SnowWorld’s strategy is strengthening the
two existing locations. We are therefore delighted that in September
2015 the Mayor and Aldermen of Zoetermeer granted the
environmental permit allowing for the realisation of the extension
of the existing third slope at SnowWorld Zoetermeer. In the
reporting year, SnowWorld has invested heavily in the Zoetermeer
location. The look and feel of the fitness and wellness centre is
brand new, a new outdoor terrace of +/-700 m² was created at the
front of the building and a decision was made to fully replace the
almost 20-year-old cooling system.
SnowWorld has two indoor ski resorts and is market leader in
Europe in terms of snow surface, visitor numbers, returns and
reputation among international athletes.
This leading position has been realised since 1996 through the
focus on hospitality, the quality of the product, such as the snow
and food and beverage facilities and the specific Austrian winter
sport atmosphere. The location of both indoor ski resorts, which
are surrounded by large numbers of skiers and snowboarders, are
easily accessible and obviously play an important part in the
success.
Approximately twenty million people live within a 1 to 1.5-hour
drive from the two locations. The visitors to the location in
Zoetermeer are primarily Dutch. The location in Landgraaf does,
however, attract not only Dutch but also Belgian (approximately
30.0%) and German (approximately 10.0%) visitors due to its
geographic situation.
SnowWorld’s key target groups are private individuals who are
preparing for a skiing/snowboarding holiday, businesses for
meetings and teambuilding activities, schools and ski teams.
In Landgraaf, SnowWorld is working together with the municipality
on the elaboration of a feasibility study for the further development
of the Wilhelminaberg. This is the mountain that SnowWorld
Landgraaf is located against. SnowWorld could build a tower on
top of the mountain that would not only serve as a landmark for
SnowWorld but for the entire region. Part of this study includes
the plan to fit the roof of SnowWorld Landgraaf with solar panels.
Limited progress was made with regard to the second pillar of
SnowWorld’s strategy, creating additional shareholder value by
adding new branches, in the reporting year. In both Barcelona and
Paris the zoning plan procedures are currently delayed because
of elections.
Amsterdam
sterdam
erdam
Hag
ague
The Hague
Market position

Indoor skiing
There are approximately 60 indoor ski resorts worldwide. A large
proportion of these ski resorts is concentrated in Western Europe
in countries including the Netherlands, the United Kingdom,
Germany and Belgium.
There are seven indoor ski resorts in the Netherlands, which means
there is relatively a large number of these facilities in the country.
Zoetermeer Utrecht
Rotterdam
Düsseldorf
Landgraaf
La
Landg
ndg
dgraaf
g
Maastricht
Liège
Cologne
17
The revenue performance of both the various food and beverage
facilities at both indoor ski resorts and the hotel in Landgraaf is
closely linked to the development of the number of ski slope
visitors. The different food and beverage facilities at both indoor
ski resorts face only limited competition from other food and
beverage facilities in Zoetermeer and Landgraaf.
The indoor ski resort in Landgraaf is distinctive from the vast
majority of other indoor ski resorts in Europe thanks to its four-star
hotel and the official FIS competition slope. These facilities make
SnowWorld Landgraaf attractive for ski and snowboard athletes
from around the world.
Snow surface (m2)
Number of slopes
Longest slope (m)
Number of lifts
Number of hospitality facilities
Surface of hospitality facilities (m2)
Number of hotel beds
Surface of health club (m2)
Zoetermeer
Landgraaf
14,400
3
210
5
5
3,500
–
2,900
35,750
5
520
7
9
5,000
420
1,650
SnowWorld operates in the relatively stable indoor skiing market.
The Netherlands has had approximately one million skiers/
snowboarders for years (source: Dutch Ski Association).
The number of skiers/snowboarders in the rest of Europe is also
relatively stable. SnowWorld competes with five other indoor ski
resorts that have real snow in the Netherlands and to a lesser
degree with indoor ski resorts in West Germany and Belgium.
In addition to the indoor ski resorts, SnowWorld experiences
competition from dry slopes and ski simulators, of which there are
around 15 and 65 respectively in the Netherlands.
SnowWorld is not aware of any concrete plans to build new indoor
ski resorts in the Netherlands, Belgium and Germany.
Fitness and wellness
SnowWorld is furthermore active in the market for the operation
of fitness and wellness centres. These operations have their own
target group and are only dependent to a limited degree on the
visitors of the indoor ski slopes. While the hotel guests in Landgraaf
and particularly the international athletes are frequent users of the
health club in Landgraaf, both centres also focus on a different
local target group. SnowWorld faces primarily competition from
local fitness centres.
SnowWorld has decided to profile itself even more clearly at the
top of the market in the reporting year. The SnowWorld fitness and
wellness centres have been converted into health clubs. Health
Club Zoetermeer has a completely new look and feel and the latest
state-of-the-art cardio Technogym equipment with a new members
following system has been purchased. In Landgraaf the look and
feel has also been adapted and new equipment with the Technogym
members following system has been purchased. At the same time,
the subscription structure for both health clubs has been simplified.
Outdoor Park
SnowWorld has had an Outdoor Park in Landgraaf since May 2012.
It features equipment and attractions including a climbing park,
a zip-line track and an alpine coaster. The core of the park’s
operation lies in the last quarter (July – September) of the financial
year. This makes it possible to achieve both a better utilisation
of SnowWorld’s overall facilities and more optimum deployment
of employees during the traditionally less busy summer period.
With respect to the Outdoor Park, SnowWorld competes with other
players including theme parks. Weather conditions have an
influence on the park’s revenue.
18
Swot analysis
SnowWorld is and will remain critical with respect to its own
performance, strategy and the ensuing opportunities and potential
risks (please also refer to page 30 and 31 of this report for
information on risk management). SnowWorld uses instruments
including a strengths/weakness analysis in order to remain
successful in the long term as well (please refer to the diagram
below).
Financial developments
Evaluation perspectives 2014/2015
The forecast of the profit development 2014/2015 which we
expressed in our previous annual report and in the various press
releases over the last financial year, namely the fact that we had
a positive outlook and expected a higher operational result than
in the 2013/2014 financial year, has been realised.
Revenue and gross margin
SnowWorld’s revenue in the 2014/2015 financial year (1 October
2014 through 30 September 2015) compared to the 2013/2014
financial year dropped fractionally from € 25.8 million to
€ 25.4 million. Gross margin also declined fractionally to an amount
of € 22.9 million (2013/2014: € 23.3 million). The decrease in gross
margin is attributable primarily to a lower margin on the ski
activities. On the other hand, the gross margin on the hotel
activities has increased considerably.
Strengths
O
wner and operator of Europe’s largest indoor ski resorts and
one of the market leaders worldwide.
Extensive knowledge and many years of experience in the field
of developing, building and operating indoor ski resorts.
A proven welcoming and inviting leisure concept consisting
primarily of skiing and food and beverage facilities.
Access to capital markets.
Opportunities
Growth through opening new locations.
Growth in revenue from consultancy activities based on
existing knowledge.
More efficient use of the facilities during the traditionally less
busy summer season.
Weaknesses
T
he management’s limited track record with international
expansion.
Relatively high capital requirements.
Leisure depends on economic conditions.
Threats
The
opening of other indoor ski resorts or leisure activities
in the vicinity of SnowWorld.
Change in market conditions in the areas in which SnowWorld
is expanding.
Prolonged poor economic conditions.
19
2014/2015
(in € x 1,000)
2013/2014
Cost price
Gross
margin
Difference
gross
margin
Revenue
Cost price
Gross
margin
Ski
Hospitality
Fitness
Hotel
Outdoor
Other
13,133
7,507
1,607
1,837
533
780
661
2,386
5
71
–
–
12,472
5,121
1,602
1,766
533
780
13,766
7,510
1,617
1,609
530
727
748
2,397
9
69
–
–
13,018
5,113
1,608
1,540
530
727
–4.2%
0.2%
–0.4%
14.7%
0.6%
7.3%
Gross profit
25,397
3,123
22,274
25,759
3,223
22,536
–1.2%
646
744
–13.2%
22,920
23,280
–1.5%
Other operating income
Gross margin
Revenue
Zoetermeer
Landgraaf
9,779
15,618
1,307
1,816
8,472
13,802
9,895
15,864
1,390
1,833
8,505
14,031
–0.4%
–1.6%
Gross profit
25,397
3,123
22,274
25,759
3,223
22,536
–1.2%
646
744
–13.2%
Gross margin
22,920
23,280
–1.5%
Revenue from skiing activities encompasses both the proceeds of
the ski passes sold and the revenue from lessons and skiing and
snowboarding equipment rental. The number of ski passes sold
decreased by 6.9% in the last financial year to 443,600. This also
meant a decrease in revenue from equipment rental. The decrease
in the number of ski passes sold was slightly greater in Landgraaf
than in Zoetermeer. This also explains the stronger decrease in
gross profit in Landgraaf compared to Zoetermeer.
increased by 2.7%. This accounts for the increased gross profit
for the hotel’s activities.
Other operating income
The average food and beverage spending per ski pass sold
increased by 7.4% in the past financial year. This is primarily
attributable to a change in the product range.
The number of members of the health clubs remained stable at
3,600 members in the past financial year. The revenue from fitness
and wellness activities is almost equal to that of the previous
financial year.
The hotel occupancy rate in 2014/2015 compared to 2013/2014
increased by 6.5% to 62.1%. Also the average room price
(in € x 1,000)
Net revenue
Gross margin
EBITDA
Operating result (EBIT)
Result after tax
The number of visitors and consequently the revenue are virtually
the same as a year earlier during the third full year of the operation
of the Outdoor Park.
The first six months of the financial year (October through March)
are the most important by far from a financial perspective for
SnowWorld. Around 70.0% of the annual revenue is realised during
these months. The number of ski slope visitors is considerably
lower in the second half of the year. Important activities during
these traditionally less busy summer months are the training
sessions for numerous (international) athletes in Landgraaf, the
operation of the Outdoor Park in Landgraaf and summer camps
in Zoetermeer.
The reverse takeover of 10 December 2013 is processed in the
2013/2014 figures. This has had a once-only effect on the result
which is shown here below as follows:
Operating result
2014/2015
2013/2014
25,397
22,920
8,468
5,059
2,326
25,759
23,280
8,207
4,745
1,767
Costs of reverse
takeover
Result
2013/2014
–
–
1,437
1,437
1,381
25,759
23,280
6,770
3,308
386
20
21
Indoor ski resorts in the Netherlands
Indoor ski resorts in Europe
1
1
2
2
3
3
4
4
5
12
3
2
2 1
5
6
4
4
5
6
6
7
1
5
4
10
3
13
8
7
3
11
8
9
10
1
11
9
12
13
22
EBITDA and EBIT
The operating EBITDA 2014/2015 increased by € 0.3 million (3.2%)
compared to 2013/2014. This increase is largely the result of lower
operating expenses at € 0.7 million (3.6%). In particular, lower
employee expenses and cost of sales are the cause. Employee
expenses compared to the 2013/2014 financial year dropped
by € 0.2 million (2.8%) due to the decrease in the number of
employees. A change in the policy pursued meant the cost of sales
compared to the 2013/2014 financial year dropped by € 0.4 million
(36.8%).
EBIT nonetheless rose by 6.6% to € 5.1 million also as a result
of lower depreciation.
Tax burden
The tax burden in the 2014/2015 financial year is 24.5% and
exhibits no particularities. In the 2013/2014 financial year the tax
burden was as high as 62.3%. This is due to the fact that a large
proportion of the once-only costs connected with the flotation were
not deductible for tax purposes. When corrected for this effect,
the tax burden in 2013/2014 was 32.8%.
Result after tax
The operating result after tax compared to the 2013/2014 financial
year increased by € 0.6 million (31.6%) and amounts to
€ 2.3 million. The operational net profit per share rose by 16.2%
to € 0.79.
Growth in earnings per share
The average number of outstanding shares in SnowWorld N.V. in
the financial year 2014/2015 was 2,937,523 (2013/2014: 2,587,265).
Net operating profit per share, excluding the effects of the flotation
for the 2014/2015 financial year was € 0.79 (in the 2013/2014
financial year € 0.68), which equals an increase of € 0.11 (16.2%)
per share. Operating cash flow per share amounted to € 1.93 per
share. Group equity per share amounted to € 3.55 at the end of
the 2014/2015 financial year, an increase compared to the previous
financial year of € 0.35 (10.9%). When the group equity was
calculated, the ‘hidden reserves’, if any, understood in the valuation
of buildings and sites were not taken into account.
Investments
The investments for the 2014/2015 financial year amount to
€ 2.3 million. This includes prepayments on the replacement of the
cooling system at Zoetermeer of € 0.7 million, the investment in
the health club at Zoetermeer, the construction of an outdoor
terrace at Zoetermeer and an overhaul of part of the cooling system
and some of the ski lifts in Landgraaf. The investments are under
the level of the depreciation at € 3.4 million.
The investment in the replacement of the cooling system in
Zoetermeer is estimated to be about € 1.8 million. The new cooling
system is expected to be put into use in the course of the
2015/2016 financial year.
Operating cash flow
The operating cash flow increased by 4.2% in the past financial
year to € 5.7 million (2013/2014 € 5.4 million excluding the onceonly costs of the reverse takeover). This increase was primarily the
result of the higher EBITDA in the 2014/2015 financial year.
Solvency
Equity amounted to € 10.4 million at the end of the 2014/2015
financial year (year-end 2013/ 2014: € 7.4 million). The increase of
€ 3.0 million (39.2%) is the result of the achieved net operating
profit for the financial year (€ 2.3 million), an addition to the other
reserves of the costs of a share option and the mutation in the
valuation of the interest swap. Per share the equity amounts
to € 3.55 at the end of the financial year.
Due to the increase in equity the solvency at the end of the financial
year rises to 18.5% (year-end 2013/2014: 13.4%). Guarantee
capital increased to 20.2% as at 30 September 2015.
In order to promote transparency, we believe it is important to
provide further information about the valuation of the property,
plant and equipment (land and buildings). The cumulative purchase
value of the land and buildings amounted to € 81.0 million as at
30 September 2015. After deduction of the cumulative depreciation
of € 33.9 million, the remaining carrying amount of the land and
buildings stands at € 47.1 million. This involves the valuation based
on the historical cost price. The current value of the land and
buildings, according to a calculation based on the cash value
of estimated future cash flows, amounts to € 69.6 million.
This amount is € 22.5 million higher than the valuation based
on the historical cost price. For more information, please refer
to page 59 of this annual report.
Financing
SnowWorld Leisure N.V. has a credit arrangement with ABN AMRO
bank. This arrangement is the main source of financing for
SnowWorld. Ratios have been agreed with the bank with respect
to a minimum level of guaranteed assets and a maximum total net
debt/EBITDA ratio and a minimum debt service capacity ratio
(DSCR). The credit arrangement contains a schedule for the next
few years to raise the ratios at the level of SnowWorld Leisure N.V.
up to the next level: a minimum guarantee capital of 30.0%,
a maximum total net debt/EBITDA ratio of 2.5 and minimum Debt
service capacity ratio (DSCR) of 1.0. At the end of the 2014/2015
financial year SnowWorld complies with the ratios agreed for this
year.
The credit arrangement is based on a variable interest rate
comprised of the 1-month Euribor rate plus a fixed surcharge.
An interest-rate swap has been entered into within the framework
of reducing the interest risk. The utilisation of this interest-rate
swap means that a large proportion of the interest-bearing debt is
fixed. This interest-rate swap had a negative value of € 3.4 million
at the end of the financial year (2013/2014: € 4.1 million). In the
reporting year, ABN AMRO has provided new financing of
€ 2.0 million to finance the replacement of the Zoetermeer cooling
system.
SnowWorld’s total interest-bearing debt (excluding the interest-rate
swap) decreased by more than € 3.4 million to € 36.0 million in the
financial year 2014/2015 (2013/2014: € 39.4 million).
Optional dividend
The combination of improved results and consolidation of the
financial position offers the possibility of paying out a dividend
for the first time in SnowWorld’s listed existence. A proposal will
be made to the General Meeting of Shareholders to be held
on 11 March 2016 to pay out an optional dividend of € 0.18 per
share. This proposed dividend implies a pay-out percentage
of 22.8%. Shareholders will be given the choice of receiving
the dividend in cash or in shares. They can choose between
€ 0.18 cash or 1 new share for every 35 existing shares. Major
shareholders, holding 88.0% of the shares together, have already
indicated that they will opt for the stock dividend. In the long term,
SnowWorld’s dividend policy provides for a pay out of 30.0 to
50.0%. The intention is to increase the pay-out percentage next
year.
Events after the balance sheet date
At the end of October 2015 proceedings were brought at the
Council of State with the purpose of annulling the zoning plan
modified by the municipality of Zoetermeer and the environmental
permit granted to SnowWorld allowing for the extension of the third
slope at Zoetermeer. SnowWorld views the proceedings with
confidence. SnowWorld does not consider an impairment for the
costs incurred for the development of the plans necessary.
There are no further events after the balance sheet date that
materially affect the financial statements.
23
Progress on new construction projects
SnowWorld is currently developing four construction projects.
These entail replacing the cooling system at its Zoetermeer
location, lengthening the third slope at the location in Zoetermeer
and the developments of new locations in Paris and Barcelona.
Replacement cooling system Zoetermeer
In June 2015, SnowWorld gave instructions to replace its current
cooling system by a completely new one. A number of components
of the current system that are almost 20 years old have reached
the end of their technical life. The current system also uses a
coolant that may no longer be refilled in the event of a contingency.
SnowWorld has also taken steps in the event of such a contingency
to ensure the continuity of the cold production. The technology
applied in the new cooling system will lead to savings on gas,
water and electricity costs. Maintenance costs will also be lower.
On balance, annual savings of over € 0.2 million are foreseen.
The total investment is approximately € 1.8 million. ABN AMRO
has provided a loan to make this investment possible. It is
expected that the new cooling system will be put into use in the
2015/2016 financial year.
24
Lengthening the third slope in Zoetermeer
The current third slope in Zoetermeer is 210 metres in length.
SnowWorld plans to lengthen it to 300 metres. The objective of
lengthening the slope is two-fold: to increase the number of visitors
and to extend the average amount of time visitors spend at the ski
resort.
In September 2015, the Municipal Executive of Zoetermeer granted
the environmental permit for lengthening the third slope. Meanwhile,
the Buytenpark Quality Team has objected to this permit being
issued and the amendment of the zoning plan at the Council of
State. SnowWorld views the proceedings with confidence.
SnowWorld expects to commence construction in the year 2016,
after which the extended slope will open in September 2016.
The estimated investment, including the costs incurred in the past,
amounts to approximately € 10.0 million. Extensive talks have been
going on with ABN AMRO for the financing of this project.
SnowWorld expects the investment to provide a substantial
contribution to SnowWorld Zoetermeer’s EBITDA.
Paris
The Executive Board of SnowWorld is convinced that Paris
constitutes an excellent location for rolling out the SnowWorld
concept. It is a large agglomerate where more skiers and
snowboarders live than in the whole of the Netherlands. The
planned indoor ski resort is a copy of the operational SnowWorld
concept in Landgraaf (ski resort including hotel and Outdoor Park).
Agreements have been made with important and well-versed
business partners such as Bouygues and SKISET. The location for
the envisioned indoor ski resort is Elancourt, a suburb of Paris
within the agglomeration of Saint Quentin and Yvelines.
In the reporting year, the procedure for amending the zoning plan
was commenced. The Mayor of Elancourt suspended this
procedure for political reasons related to upcoming elections until
further notice. Once this procedure is completed, the building
permit can be obtained quickly since the preparatory work for it
has already been completed.
Based on the current planning SnowWorld Paris could open in
September 2018. Based on an estimated investment of
approximately € 55.0 million and a well-considered financing mix,
it is expected to make a positive contribution to the earnings per
share.
Barcelona
Barcelona also offers very good possibilities for opening a new
location. Just like Paris, Barcelona is a large agglomerate whose
population includes large numbers of skiers and snowboarders.
Barcelona is considering being a candidate for the 2026 Winter
Olympics, which could have a positive effect on a future location.
The planned concept includes, in addition to two ski slopes, two
ice skating rings and a hotel with 200 rooms. The planned location
for SnowWorld Barcelona is near the port area. A LNG terminal is
located in this area that currently ‘dumps’ most of its available
cooling output into the Mediterranean Sea. Part of this cooling
output will be made available to SnowWorld, which means it will
not have to produce its own cooling energy.
Currently the procedure for adjustment of the zoning plan is
ongoing. This procedure has been temporarily halted however in
the run-up to the May 2015 elections. SnowWorld is now working
on a lobby to the new Mayor of Barcelona to show that it is a very
good project for the city of Barcelona. As soon as the Mayor
is behind the plan, the zoning plan procedure can be completed.
The application for the building permit has to be prepared
subsequently. Based on the current planning SnowWorld Barcelona
would also be able to open its doors in September 2018.
Based on an investment of approximately € 45.0 million and
a well-considered financing mix, SnowWorld Barcelona is expected
to contribute positively to the earnings per share.
The planning of the development of Paris and Barcelona
is currently running parallel. SnowWorld will not, however, build
two locations simultaneously. Given the size of the projects, the
Executive Board of SnowWorld is opting for sequential development.
A delay may arise with one of the projects that will cause it to fall
behind the other project. If this does not occur, the Executive Board
of SnowWorld will make a choice together with the Supervisory
Board as to which project will be carried out first.
With respect to the project in Barcelona, talks regarding the project
are already underway with interested banks and local investors.
For more information concerning the planned structure of the
financing, please refer to page 10 of this annual report.
Organisation and employees
General
SnowWorld has a decentralised organisational structure.
The locations in Landgraaf and Zoetermeer are stand-alone ski
resorts that are led by location managers. These location managers,
together with their management teams, are responsible for their
own activities and results. Marketing and sales and other support
services such as human resources, accounting and IT are
coordinated centrally.
SnowWorld attaches a great deal of importance to the further
development of the organisation and its employees’ talents in order
to continually improve all aspects of the services. There is also a
focus on ensuring sufficient development at the management level,
which includes the location managers, with the objective of further
reducing the dependence on the key officers (Mr J.H.M. Hendriks
and Mr W.A. Moerman). There are (internal) education and training
programmes at lower levels in the organisation, for example for
employees who have just joined the company.
SnowWorld can be characterised as a young and dynamic
company that is constantly on the move and that operates flexibly.
Both the employees and the Executive Board members and
managers are easy to approach. Entrepreneurism continues to be
an important starting point. Enjoying the work is a top priority.
Employees are sporty and healthy in mind and body. This fits in
with the total concept of a welcoming and inviting sport experience.
improve your way of life | www.snowworldhealthclub.com
25
26
Number of employees
SnowWorld had an average of 233 FTEs in the 2014/2015 financial
year, compared to 241 in the 2013/2014 financial year. In view of
the strongly fluctuating seasonal pattern, more than 800 people
work at SnowWorld’s locations during peak periods. Based on the
total number of employees in December 2014, 37.1% of the
employees have a permanent employment contract and 62.9%
have a temporary contract. 56.3% of the employees are men and
43.7% are women. Absenteeism at SnowWorld was somewhat
higher at 2.8% than in the 2013/2014 financial year at 2.4%, but
is still very low compared to the average percentage in the
Netherlands.
Corporate social responsibility
Corporate social responsibility forms an integral part of SnowWorld’s
day-to-day activities. This corporate social responsibility spans
numerous aspects of the business operations, such as caring for
the environment, which includes saving energy, and social aspects
such as sponsoring athletes and offering possibilities for people
with a disability to participate in sports and offering sustainably
produced food.
SnowWorld is aware of its responsibility vis-à-vis the environment.
This involves both the daily consumption of gas, water and
electricity, waste flows and the use of coolants.
The average number of employees (in FTEs) per activity:
Ski
Hospitality
Fitness
Outdoor
Other
Total
2014/2015
2013/2014
79
73
24
6
51
83
76
21
6
55
233
241
Electricity consumption
SnowWorld is constantly looking for new possibilities for saving
energy. This year a number of measures were taken that lead to
lower consumption. In Landgraaf adjustments were made to the
cooling system, which lead to considerable savings in electricity
consumption. New dishwashers were put into use in both
Zoetermeer and Landgraaf. Compared to the old installations these
consume much less electricity, water and detergent. In Zoetermeer
all lighting in the car park has been replaced with LED lighting.
The new Technogym cardio equipment put into use in the health
club in Zoetermeer in December 2014 returns electricity back to
the grid if in use.
The average number of employees per location:
2014/2015
2013/2014
Zoetermeer
Landgraaf
104
129
107
134
Total
233
241
Terms of employment
The employees of SnowWorld do not fall under a Collective Labour
Agreement. SnowWorld has its own terms of employment package
and pension scheme. The terms of employment include a provision
allowing employees to use the fitness and health clubs. SnowWorld
encourages them to use these facilities. SnowWorld does not have
a Works Council.
Company safety
The safety of its guests and employees is crucially important to
SnowWorld. Safety is continually improved wherever possible.
Sport and play activities entail risks to (physical) health, particularly
if they are carried out on an underground of snow. It is inherent to
activities such as these that our guests could fall and injure
themselves. This is why a large proportion of the employees have
a first-aid certificate. A number of employees also have an
In-House Emergency Services (BHV) Certificate and SnowWorld
has both an Evacuation and an In-House Emergency Services plan.
In order to prevent accidents as much as possible, everyone who
steps onto the ski slopes must adhere to a set of slope rules and
regulations.
The planned investment in a new cooling system in Zoetermeer is
going to contribute significantly to corporate social responsibility.
This system not only ensures a saving on the consumption of
electricity but the coolant R22 is also not used in this system. The
released heat produced when producing the cold for the slopes
can be used to heat the restaurants and rooms. In Landgraaf, this
technique has been used to heat the hotel for years.
SnowWorld already uses LED lighting in its restaurants, rooms and
its car park where possible. The results of the tests that have been
carried out with respect to the use of this lighting on the slopes
have unfortunately not been satisfactory. Nevertheless, this form
of lighting is undergoing rapid development and SnowWorld is
closely tracking these developments.
The potential for installing solar panels on the roofs of the
SnowWorld locations is also being studied. The roofs of the slopes
in Landgraaf are particularly well-positioned for this form of energy
generation. A concrete project is currently being worked out.
The energy that SnowWorld uses is generated sustainably using
water, wind or biomass.
Waste flows
SnowWorld’s business activities generate various waste flows. This
involves primarily waste from the restaurants. SnowWorld separates
waste into paper, glass, (frying) oil, food waste and residual waste.
Use of coolants
SnowWorld uses various coolants in its systems, namely CO2,
ammonia, R22 and glycol. SnowWorld has a maintenance contract
with a cooling maintenance company in order to ensure that the
systems remain in optimum condition. Preventive maintenance
and periodic checks contribute to this.
European legislation permits the use of the coolant R22, which has
been used in Zoetermeer since the opening in 1996, for many years
to come. However, it may no longer be topped up from 1 January
2015. SnowWorld has commissioned the replacement of the R22
cooling system. The new system will be suitable for the use of less
environmentally harmful ammonia. Measures have been taken in
order to ensure the continuity of cold production in the event of a
disaster until the new system is put into use.
Sponsoring
SnowWorld offers a range of possibilities for people with a
disability to participate in sports. Within this context, SnowWorld
supports various foundations, including Stichting geHandicapten
Op Ski’s (SHOS) and the Nederlands Visueel-gehandicapten Ski
Vereniging (NVSV). SnowWorld also supports the Mentelity
Foundation and the Bas van der Goor Foundation which organises
annual camps in Landgraaf for children with diabetes.
SnowWorld also sponsors a number of top athletes and sporting
talents, including:
Dimi de Jong;
Floor van Ameyde;
Michelle Dekker;
Joey van Noort;
Milina van Unnik; and
Steve Krijbolder.
27
Contact with local residents
The indoor ski resort in Landgraaf is located directly on the edge
of a residential area. SnowWorld remains in periodic contact with
representatives of the neighbourhood. The purpose of these
contacts is to inform each other about developments and to
prevent any potential nuisance as much as possible.
Sports and exercise
SnowWorld’s core activities are aimed at sports and exercise.
Within this framework, SnowWorld conducts an active policy
designed to enthuse young people to enjoy skiing or snowboarding
at SnowWorld. Numerous schoolchildren are given the opportunity
to become acquainted with snow sports at sharply reduced rates
every year. Children are also encouraged to take up sports and
exercise during birthday parties or summer camps that are led by
professionals.
Internships
SnowWorld provides many interns with an internship each year in
order to enable to gain their first work experience. The interns are,
for example, students from various CIOS (sport) educational
programmes who help provide skiing and snowboarding lessons.
Other departments such as food and beverage, fitness, reception
and equipment rental also offer numerous internships.
Sustainably produced food
When ordering foods from its suppliers, SnowWorld is increasingly
focusing on whether it is produced sustainably. For a number of
months SnowWorld Zoetermeer, for example, has been serving
meat from Ecofields, an organic farm.
28
Action plans 2015/2016
Outlook
Strategic
Realisation lengthening third slope in Zoetermeer
Further development of new projects in Paris and Barcelona
Completion of feasibility study development of Wilhelminaberg
Landgraaf.
We have a positive outlook for the year 2015/2016. Consumer
confidence has increased in the past year and the economy is
picking up. With our efficiently set up operation, we expect a higher
result after tax for the 2015/2016 financial year.
Financial
Implementing dividend policy.
Operational
‘Road to Pyeongchang’, where the Winter Olympics will be held
in 2018, in October-November 2015, comprising:
• The International Paralympic Committee Alpine Skiing (IPCAS)
race
•
EC slopestyle (European championship for a snowboard
discipline)
• National championship alpine skiing
• FIS competition snowboard alpine
• French indoor youth championship
Carrying out the construction of the cooling system in
Zoetermeer.
Furthermore, SnowWorld expects to maintain an investment level
in the coming financial year in terms of regular replacement
investments that corresponds with the average of the last couple
of financial years. In addition, approximately € 1.1 million will be
invested in the construction of the new cooling system in
Zoetermeer and the bulk of the investment is expected to be in
the lengthening of the third slope in Zoetermeer at € 10.0 million
in the coming financial year.
SnowWorld expects to once again be able to fulfil the ratios agreed
with ABN AMRO and to meet its repayment obligations in the
coming financial year.
It is still not foreseeable when the investments in the construction
of the new locations in Paris and Barcelona will commence.
The average number of employees is expected to decrease slightly
in the coming financial year compared to the 2014/2015 financial
year due to the further focus on the efficiency of the operation.
29
30
Risk management
SnowWorld’s risk management and control system is designed to
provide insight into the degree to which the strategic and
operational objectives can be achieved, the financial reporting is
reliable and the relevant laws and regulations are complied with.
Doing business intrinsically means incurring risks but the policy is
designed to prevent or otherwise mitigate them, and to do so in
relation to the likelihood that the risks will materialise and to the
associated impact.
The current risk management and control system can be described
as follows, in outline: the revenue of each location is reported on
a daily basis and the various other performance indicators are
reported on a weekly basis, including the development of the
liquidity premium (hours worked and average hourly wages) in
relation to the revenue, the (forecast of the) hotel occupancy,
changes in the numbers of members of the health clubs as well
as the packages booked and outstanding offers. The results
achieved are reported on a monthly basis and discussed with
the location managers by the Executive Board. If necessary the
forecast for the full year is adjusted.
The Executive Board of SnowWorld reports the key performance
indicators to the Supervisory Board on a monthly basis. Every
quarter, the Executive Board presents a financial report with notes
and forecasts to the Supervisory Board. The Executive Board
exemplifies the budget at least once a year. The Supervisory Board
meets at least four times a year to discuss matters including the
submitted reports.
Every year the external auditor reviews, insofar as relevant for the
audit of the financial statements, the design, existence and
effective operation of the risk management and control system and
reports his findings thereon to the Executive Board and the
Supervisory Board. The report for 2014/2015 comprises findings
that indicate not so much serious shortcomings as recommendations
for improvements. The recommendations have been followed up
where possible.
The risks arising from the strategy, financial reporting, operations
and compliance, in relation to the company’s objectives, are
continually identified and analysed and if necessary controls are
implemented to limit the risks. This is documented in a risk
monitoring instrument and discussed with the Supervisory Board
by the Executive Board. The principal risks are:
d Financing. SnowWorld Leisure N.V. has entered into a credit
agreement with ABN AMRO. The facility entails obligations in
terms of repayments and interest payments. It also includes
ratios with regard to a minimum level of guaranteed assets,
a maximum level for the net debt/EBITDA ratio and a minimum
level for the debt service capacity ratio (DSCR). SnowWorld
monitors these ratios on a monthly basis. SnowWorld complies
with these ratios. Any consequences of a failure to meet these
ratios will be decided on by the bank at such time as a situation
of default exists.
d Interest rates. The interest-bearing debts comprise mainly
debts to credit institutions. These debts to credit institutions
carry a variable interest rate, consisting of a 1-month Euribor
rate increased by a fixed interest surcharge. An interest-rate
swap has been concluded to mitigate interest rate risks, and
therefore the interest on a significant part of the interest-bearing
debt is fixed. The policy is not to trade in financial derivatives
but to use them only to hedge risks.
d Laws and regulations. The activities of SnowWorld are affected
by numerous laws and regulations, for instance concerning the
flotation of SnowWorld, but also the granting of permits and
regulations in the field of safety and fire safety. Changes in tax
laws, for instance with regard to VAT or social security charges,
can immediately affect SnowWorld’s results. SnowWorld has
various sources of information that provide it with early
notification of significant changes in laws and regulations so
that, where possible, suitable measures can be taken.
No (potential) changes in laws and regulations are currently
known that could materially affect SnowWorld’s results.
d Environment. The commercial operation of indoor ski resorts
involves environmental risks. These mainly concern the use of
coolants for cooling the ski slopes. Owing to changes in laws
and regulations the topping up of R22, the coolant used at the
Zoetermeer location, is no longer permitted with effect from
1 January 2015. The Executive Board of SnowWorld has
commissioned replacement of the system in Zoetermeer for
the use of a different coolant. The new cooling system is
expected to be put into operation in spring 2016. Measures
have been put in place for the intervening period to ensure the
continuity of the cooling output. SnowWorld has concluded
a multi-year maintenance agreement with a specialised cooling
maintenance company that safeguards that the systems will
permanently be in optimum condition so that the environmental
risks are minimised.
d Electricity. Changes in electricity prices have an immediate
impact on the profitability of SnowWorld. Electricity prices are
followed on a daily basis. SnowWorld concludes forward
contracts with its energy suppliers to minimise price risks.
The electricity prices have been locked in up to 31 December
2018, in relation to expected consumption levels.
d Growth. SnowWorld is preparing several development projects.
These concern new locations in Paris and Barcelona and the
extension of the third slope at the location in Zoetermeer. In
preparing these projects, SnowWorld depends significantly on
(local) politics with regard to changes in zoning plans and
grants of building permits. These political processes can take
a long time. The projects are capital-intensive. SnowWorld’s
capacity to finance them will depend on the availability of bank
loans and it may in addition have to draw on the capital market
to further strengthen its equity. The development projects are
based on a profitability forecast by the Executive Board of
SnowWorld. These forecasts have been substantiated to the
greatest possible extent by external reports. Actual results can
differ from expected results. The Executive Board reports on
the progress of the various projects in every meeting of the
Supervisory Board.
The Executive Board believes that the internal risk management
and control system of SnowWorld is adequate and effective and
that the financial reporting is free of material misstatements.
Despite the daily efforts to control the risks there is no absolute
assurance that material misstatements, errors, fraud, losses or
unlawful acts can be prevented.
31
32
Corporate Governance
General
SnowWorld has a two-tier governance model, which means that
the management and the supervision thereof are segregated.
The Executive Board is tasked with the day-to-day management
of the company and is responsible for the strategy with the
associated risks, results and the social aspects of doing business
that are relevant for the company. The Executive Board is
accountable to the Supervisory Board and to the General Meeting
of Shareholders. The Executive Board is guided in discharging its
duties by the interests of the company and its activities, and
weighs up the relevant interests of the various parties involved in
the company.
The Supervisory Board is responsible for the supervision of the
performance of the Executive Board and also advises the Executive
Board. The Executive Board and the Supervisory Board are jointly
responsible for representing the interests of the stakeholders.
The stakeholders are the groups and individuals that directly or
indirectly influence, or are influenced by, the activities of the
company. They include the employees, shareholders and other
providers of capital, suppliers, customers, government bodies,
educational and knowledge institutions, social and trade
associations (including NGOs) and the communities in which
SnowWorld is active.
SnowWorld N.V. is subject to the two-tier board system, which
follows from, among other things, the far-reaching powers of the
General Meeting of Shareholders as determined by the company’s
The company’s Articles of Association stipulate that the members
of the Supervisory Board, on a nomination by the Supervisory
Board, are appointed by the General Meeting of Shareholders.
The General Meeting of Shareholders can, by an absolute majority
of the votes cast, representing at least one third of the issued
capital, pass a resolution of no confidence in the Supervisory
Board.
The members of the Executive Board of the company are
appointed and dismissed by the Supervisory Board.
A resolution to amend the Articles of Association of the company
can only be passed by the General Meeting of Shareholders on a
proposal of the Executive Board, after approval by the Supervisory
Board.
At least one General Meeting of Shareholders is held each year.
The General Meeting of Shareholders adopts the financial
statements and has powers regarding the appointment and
dismissal of members of the Supervisory Board.
The Executive Board enables employees to report, without
endangering their legal position, perceived irregularities of a
general, operational or financial nature to an independent
confidential counsellor. This Whistleblower Scheme is available on
the company’s website.
SnowWorld and the Dutch Corporate Governance Code
For the text of the Code, see the website of the Corporate
Governance
Code
Monitoring
Committee:
http://
commissiecorporategovernance.nl/corporate-governance-code.
The Code contains both specific principles such as best practice
provisions, and guidelines for adequate supervision of them.
SnowWorld endorses the principle that a sound and transparent
system of ‘checks and balances’ is important for the trust in
companies that operate in the capital market. SnowWorld believes
that transparency and openness in supervision and accountability
are conditions for good governance. Below, SnowWorld explains
why it does not comply with some best practice provisions.
The composition and size of the Executive Board are based on the
profile and the strategy of the company. The expertise, experience
and the various competencies of the members of the Executive
Board are required to contribute to this profile and the strategy.
The composition and size of the Supervisory Board are likewise
based on the profile and the strategy of the company.
The expertise, experience and the various competencies of the
members of the Supervisory Board should contribute, in line with
the profile drawn up by it, to good supervision of the management
and the general course of affairs in the company. In the financial
year, the combination of these elements has led to the fact that
the current Supervisory Board consists of two men and one woman
at present. With a view to a balanced composition, the Supervisory
Board stated in its profile that it would aim as much as possible
for a diverse composition, where possible by age and gender.
In accordance with its Articles of Association and the provisions
of the Corporate Governance Code, SnowWorld has drawn up the
Executive Board Rules and the Supervisory Board Rules. They lay
down, among other things, how the General Meeting of
Shareholders, the Executive Board and the Supervisory Board
relate to each other and what their powers are in relation to the
company.
Departures from the Code
Below, SnowWorld sets out which best practice provisions it does
not comply with and the reason for this. For more details on the
exact content of the best practice provisions referred to, please
see the Dutch Corporate Governance Code.
Best practice provision II.1.1
SnowWorld N.V. has not implemented this provision in the
Executive Board Rules. A management agreement was concluded
between SnowWorld N.V. and J.H.M. Beheermaatschappij B.V. in
December 2013. This agreement became effective on 1 October
2013 and will apply until 1 April 2019. In this management
agreement, Mr J.H.M. Hendriks is appointed as director under the
Articles of Association of SnowWorld N.V. for the term of the
agreement. Therefore Mr J.H.M. Hendriks has been appointed as
statutory director under the Articles of Association of SnowWorld
N.V. for a term of more than four years.
Best practice provision III.5.1 to III.5.3
Owing to the limited size of the Supervisory Board SnowWorld N.V.
has no key committees.
Best practice provision III.5.4 and III.5.5
As SnowWorld N.V. has no audit committee, the tasks referred to
in this best practice provision are performed by the Supervisory
Board.
Best practice provision III.5.6 and III.5.7
has no audit committee.
As SnowWorld N.V. has no audit committee and no remuneration
committee, owing to the limited size of the Supervisory Board, the
tasks referred to in these best practice provisions are performed
by the Supervisory Board.
has no remuneration committee.
33
Best practice provision III.5.14
As SnowWorld N.V. has no selection and appointment committee,
owing to the limited size of the Supervisory Board, the tasks
referred to in these best practice provisions are performed by the
Supervisory Board.
SnowWorld N.V. has no one-tier board structure. Therefore the
best practice provisions referred to above do not apply to
SnowWorld N.V.
Best practice provision IV.2.1 to IV.2.8
These best practice provisions do not apply to SnowWorld N.V. as
no depositary receipts have been issued for the shares of
SnowWorld N.V.
Best practice provision IV.3.1
In view of the limited size of the company SnowWorld N.V. will only
facilitate such options if new facts are disclosed during the
presentation or meeting that were not known or not deemed to be
known by the shareholders, or had not been publicly disclosed,
before the presentation or meeting.
Best practice provision IV.4.1 to IV.4.3
it has no institutional investors.
Best practice provision V.3.1 t/m V.3.3
it has no internal audit function, owing to its limited size.
Conflicts of interest
With a view to complying with the Code, SnowWorld is required
to report transactions with Executive Board members that involved
conflicts of interests and that were of material significance to the
company and/or for the Executive Board member, together with a
statement of the conflict of interest.
In the financial year 2014/2015 no transactions with an Executive
Board member took place that involved a conflict of interest.
34
When such transactions are entered into, the best practice
provisions II.3.2. to II.3.4 laid down in the Code are adhered to.
This means that the conflict of interest is reported to the Chairman
of the Supervisory Board beforehand and that this Supervisory
Board (without the Executive Board member concerned being
present) decides whether there is any conflict of interest, and
whether the Director concerned did not take part in the discussion
and decision-making on the subject concerned. In addition, the
aforesaid Supervisory Board will approve the transaction once the
transaction is agreed on terms that are customary in the sector.
Executive Board declaration
As director under the Articles of Association of SnowWorld N.V.
I have drawn up the annual report and the financial statements
2014/2015.
I hereby declare that, to the best of my knowledge:
d The financial statements provide a true and fair view of the
assets, liabilities and financial position of the company and the
subsidiaries included in the consolidation;
d The annual report provides a true and fair view of the position
as at the balance sheet date and the performance during the
year of the company and the companies affiliated with it; and
d The material risks potentially facing the company are described
in the annual report.
Zoetermeer, the Netherlands, 13 January 2016
Executive Board
J.H.M. Hendriks, Chief Executive Officer
35
36
37
FINANCIAL STATEMENTS 2014/2015
38 Consolidated income statement
39 C
onsolidated statement of comprehensive income
and earnings per share
40 Consolidated statement of financial position
42 Consolidated statement of cash flow
44 Consolidated statement of changes in Group equity
45Principles for valuation and determination
of the result in the company and consolidated
financial statements
51 Notes to the consolidated income statement
57Notes to the consolidated statement of financial
position
69Commitments/rights not appearing in the statement
of financial position
71 Company income statement
72 Company statement of financial position
74 Company statement of changes in equity
75 Notes to the company income statement
76 Notes to the company statement of financial position
80 C
ommitments/rights not appearing in the statement
38
Consolidated income statement
(in € x 1,000)
2014/2015
Net revenue
Cost of goods sold
and services provided
25,397
25,759
–3,123
–3,223
Gross profit (1)
Other operating income (2)
Gross margin
Wages and salaries (3)
Social insurance payments (4)
Depreciation of property,
plant and equipment (5)
Other operating expenses (6)
Total operating expenses
2013/2014
22,274
22,536
646
744
22,920
23,280
6,536
1,239
6,786
1,209
3,409
6,677
3,462
8,515
17,861
19,972
5,059
3,308
–1,980
–2,285
3,079
1,023
–753
–637
Result after tax
2,326
386
EBITDA
Adjusted for costs of reverse takeover
8,468
8,468
6,770
8,207
EBIT
5,059
5,059
3,308
4,745
Result after tax
2,326
2,326
386
1,767
Operating result
Financial income and expenses (7)
Result before tax
Tax (8)
Consolidated statement of comprehensive income
and earnings per share
(in € x 1,000)
Result after tax
Items to be recognised in the income
statement in future years:
• Movement in valuation of interest-rate
swap
• Effect on corporate income tax
2014/2015
2013/2014
2,326
386
750
–187
Total direct changes
in Group equity (15)
–275
69
563
–206
2,889
180
Earnings per share
Earnings per share (adjusted for costs of reverse takeover)
Diluted earnings per share
0.79
0.79
0.79
0.15
0.68
0.15
Total result per share
Total result per share (adjusted for costs of reverse takeover)
Diluted total result per share
0.98
0.98
0.98
0.07
0.60
0.07
Total result
For an explanation of the earnings per share and the total result per share, see ‘Note on the earnings per share’
under ‘Principles for valuation and determination of the result in the company and consolidated financial statements’.
39
40
Consolidated statement of financial position
(before profit appropriation, in € x 1,000)
Assets
30 September 2015
30 September 2014
1,044
1,044
Non-current assets
Intangible non-current assets (9)
Property, plant and equipment (10)
• Land and buildings
• Machinery and installations
• Other equipment
• Assets in production
47,119
60
2,363
2,427
Financial non-current assets (11)
49,038
112
2,321
1,586
51,969
53,057
26
180
525
312
Current assets
Inventory (12)
Accounts receivable (13)
• Trade receivables
• Tax and social insurance contributions
• Other receivables, accrued income
and prepaid expenses
Cash and cash equivalents (14)
Total assets
692
217
551
69
376
368
1,285
988
1,509
399
56,358
55,980
Equity and liabilities
30 September 2015
30 September 2014
Group equity (15)
10,438
7,497
Non-current liabilities (16)
36,584
39,346
Current liabilities (17)
Repayment obligation on
non-current liabilities
Debts to credit institutions
Payable to suppliers
and trading credits
Payable to shareholder
Tax and social insurance contributions
Other payables and accruals
Total equity and liabilities
4,249
–
4,275
216
1,526
42
1,042
2,477
1,420
67
842
2,317
9,336
9,137
56,358
55,980
41
42
Consolidated statement of cash flow
(in € x 1,000)
Cash flow from operating activities
Operating result
Adjustments for:
Depreciation and amortisation
Movement in deferred tax credit
(excluding interest-rate swap)
Costs of reverse takeover
(non-cash items)
Movements in working capital:
• Movement in inventory
• Movement in receivables
• Movement in current liabilities
(excluding credit institutions)
Cash flow from business operation
Interest paid
Income tax paid
2013/2014
5,059
3,308
3,409
3,462
33
–131
–
1,242
–213
–297
86
–48
388
–74
–122
8,379
–2,133
–587
–36
7,845
–2,250
–358
–2,720
5,659
Cash flow from operating activities
Cash flow from investment
activities
Reverse takeover:
• Cash acquired
• Assets/liabilities acquired
2014/2015
–
–
–2,608
5,237
1,233
–1
–
Investments in property,
plant and equipment
Divestments of property,
plant and equipment
Cash flow from investment activities
Cash flow from financing activities
Proceeds of share issue
Drawdown of non-current liabilities
Repayment of non-current liabilities
Cash flow from financing activities
Net cash flow
–2,321
1,232
–1,523
–
113
–2,321
–2,321
–1,410
–178
–
5,930
2,242
400
–4,254
–2,012
–11,253
–4,923
1,326
136
2014/2015
Situation cash at 1 October
Situation credit institutions
at 1 October
Situation cash and cash equivalents
at 1 October
399
327
–216
–280
Net cash flow
Situation cash at 30 September
Situation credit institutions
at 30 September
Situation cash and cash equivalents
at 30 September
2013/2014
183
47
1,326
136
1,509
399
–
–216
1,509
183
43
44
Consolidated statement of changes in Group equity
(in € x 1,000)
Issued
capital
Share
premium
reserve
Hedge
reserve
Other
reserves
Result for
the year
Total
Group
equity
1,207
–
–
–
–
2,825
10,034
–
–
–
–
3,201
–2,899
–
–
–
–
–
–6,139
–
1,710
2,474
–5,000
–
1,710
386
–1,710
–
–
–
3,913
386
–
2,474
–5,000
6,026
7,031
–
–
–
–548
–
–
–
–
–7,031
–
452
–
–
–
–
–548
452
–
–
–206
–
–
–206
Situation at 30 September 2014
11,063
12,687
–3,105
–13,534
386
7,497
Situation at 1 October 2014
11,063
12,687
–3,105
–13,534
386
7,497
Result for the year
Processing of result from previous year
Costs of share options
Movement in valuation
interest-rate swap
–
–
–
–5,163
–
–
–
–
–
–
–
–
–
386
52
5,163
2,326
–386
–
–
2,326
–
52
–
–
–
563
–
–
563
5,900
12,687
–2,542
–7,933
2,326
10,438
Result for the year
Reverse takeover
Vendor loan
Issue of shares due
to reverse takeover
Costs of share issue
Movement in valuation
interest-rate swap
45
Principles for valuation and determination of the result
in the company and consolidated financial statements
General
The financial statements of the public limited company SnowWorld
N.V., with its registered office at Buytenparklaan 30, 2717 AX
Zoetermeer, The Netherlands, have been prepared in accordance
with the International Financial Reporting Standards as adopted
for use within the European Union (EU-IFRS) and with Title 9, Book
2 of the Dutch Civil Code (‘BW’). The accounting policies applied
are in accordance with the IFRS in force on 30 September 2015
and rulings of the International Financial Reporting Interpretation
Committee (IFRIC). All figures are shown in thousands of euros,
unless otherwise stated.
References in these financial statements to ‘SnowWorld’ refer to
the SnowWorld Group.
On 10 December 2013, Fornix BioSciences N.V., until that time a
listed shell company, acquired 100% of the shares of SnowWorld
Leisure N.V. from J.H.M. Hendriks Beheermaatschappij B.V.
Payment was made firstly in newly issued shares in Fornix
BioSciences N.V. and secondly in the form of a vendor loan
provided by J.H.M. Hendriks Beheermaatschappij B.V. After this
acquisition the name Fornix BioSciences N.V. was changed to
SnowWorld N.V.
This acquisition, which qualifies as a reverse takeover, is visible in
several places in the comparative figures. For a detailed explanation
of the conclusion of the reverse acquisition and how it is processed
in the 2013/2014 financial statements, the 2013/2014 SnowWorld
N.V. annual report is referred to.
Given the reverse takeover of SnowWorld N.V. (formerly: Fornix
BioSciences N.V.) by SnowWorld Leisure N.V., it was decided to
extend the first company financial year (2013/2014) of SnowWorld
N.V. from 1 January 2013 to 30 September 2014 (21 months). As
a result of this extension, the financial years of SnowWorld Leisure
N.V. and SnowWorld N.V. will be the same from now on (from
1 October to 30 September). The comparative figures 2013/2014
of SnowWorld N.V. include the company figures of SnowWorld N.V.
from the date of the reverse takeover and the consolidated figures
of SnowWorld Leisure N.V. from 1 October 2013.
Activities
SnowWorld operates two indoor ski resorts in the Netherlands
(Zoetermeer and Landgraaf), both of which have various ski slopes
and food and beverage facilities. Both locations also have a health
club. SnowWorld Landgraaf has a 4-star hotel and an Outdoor
Park as well.
Functional currency
SnowWorld’s functional currency is the euro. The consolidated
figures are presented in thousands of euros.
New and/or amended IFRS in the reporting year
During the financial year, SnowWorld has applied the following new
and changed standards, revisions and amendments and IFRIC
interpretations relevant to the company, to the extent applicable:
IFRS 10, 11 and 12, the amendment of IAS 19 and the annual
improvements 2010-2012 en 2011-2013. Application of these
standards and interpretations had no material effect on the
company’s capital and result. Some standards and interpretations
were issued on the date of publication of the financial statements
but have not yet taken effect, including IFRS 9 and 15. SnowWorld
has taken note of the improvements and is currently assessing the
implications thereof.
Segmentation
Under IFRS 8 the establishment of operating segments should be
based on the organisational and reporting structure of SnowWorld
Leisure N.V. The following segments are recognised on this basis:
ski, hospitality, fitness, hotel and outdoor. Segmentation in the
management information is limited to the categories as stated in
the segment reporting section in the notes to these financial
statements.
The geographical segmentation is based on the physical location
of the revenue-generating activities. Internal settlement prices
between the different segments are set on a commercial basis in
a manner that is similar to that used for third parties.
The accounting policies used for the segmented information are
the same as those used for the consolidated financial statements.
Consolidation
The consolidated figures concern the financial data of SnowWorld
N.V. and its Group companies as at 30 September of the financial
year. Group companies are those investments over which
SnowWorld N.V. exercises control, is exposed to or has rights to
variable income pursuant to its involvement in the investment and
SnowWorld N.V. has the possibility to exercise its control over the
investment to influence the size and revenue. These policies are
moreover applied consistently by the subsidiary company.
The financial statements for Group companies are included in
the consolidated financial statements from the date on which
decisive control begins until the date on which this ends.
46
The financial data concern the following companies:
d SnowWorld N.V. (head of the Group)
d SnowWorld Leisure N.V. (100%-owned)
d SnowWorld International B.V. (100%-owned through SnowWorld
Leisure N.V.)
Notes to the earnings per share
The company presents its earnings per share and total result per
share on the basis of the issued share capital.
Earnings per share is calculated by dividing the result after tax
attributable to shareholders in the company by the weighted
average number of ordinary shares in issue during the reporting
period. For the 2013/2014 financial year, the weighted average
number of ordinary shares in issue during the reporting period is
multiplied by the exchange ratio established in the takeover
agreement.
The total result per share is calculated by dividing the total result
attributable to shareholders in the company by the weighted
period and multiplied by the exchange ratio established in the
takeover agreement. For the 2013/2014 financial year, the weighted
period is multiplied by the exchange ratio established in the
takeover agreement.
The average number of outstanding shares of SnowWorld N.V. in
the 2014/2015 financial year is 2,937,523. This calculation is based
on the number of shares issued in the share issue. The average
number of outstanding shares whereby account is taken of the
dilution effect of the options in the 2014/2015 financial year is
2,937,523. SnowWorld N.V. has entered into two share option
schemes. Because the options are ‘out of the money’ these
schemes have no effect on the number of shares including the
dilution effect.
The average number of outstanding shares in the 2013/2014
financial year is 2,587,265.This is for the period until the reverse
takeover based on the average number of outstanding shares of
SnowWorld Leisure N.V. and is converted into the number of
outstanding shares of SnowWorld N.V. according to an exchange
ratio established in the takeover agreement.
The exchange ratio established in the takeover agreement is 22:1.
The calculation also takes account of the number of shares issued
at the issue.
For an explanation of the potential dilution for existing shareholders,
see the note on Group equity in the consolidated financial
statements (15).
Notes to the consolidated statement of cash flow
The cash flow statement is prepared using the indirect method.
The cash and cash equivalents item in the cash flow statement
concerns cash after deduction of bank overdrafts. Receipts and
payments arising from interest, dividends received and tax on
profits are included under cash flow from operating activities.
Dividends paid are recognised under cash flow from financing
activities. Transactions not involving an exchange of cash are not
included in the cash flow statement.
Use of estimates and assumptions
The company makes estimates and assumptions about future
developments. Estimates in the reporting may differ from the actual
result. Estimates and assumptions are based on past experience
and other factors, including expectations of future events that may
feasibly occur on the basis of the current state of affairs. Estimates
and assumptions are continuously assessed.
The entries ‘non-current assets’, ‘property, plant and equipment’,
‘financial non-current assets’, ‘employee expenses (costs share
option)’ and depreciation depend to an important extent on
estimates and assumptions. Estimates and assumptions that could
lead to material changes to the carrying amounts of assets and
liabilities (intangible non-current assets and options) during the
coming financial year are stated in the notes to the financial
statements.
Principles for the determination
of the result
General
The item net revenue consists of the proceeds of the provision of
goods and services after deduction of discounts and the like and
value-added tax.
Sale of goods
Income from the sale of goods (mainly concerning revenue from
food and beverage) is recognised in the income statement if all
material entitlements to economic benefits as well as all material
risks relating to the goods are transferred to the buyer, the amount
of the income can be reliably determined and receipt of the income
is likely.
Provision of services
If the result of a transaction relating to the provision of a service
can be reliably estimated, the revenue relating to the service is
included in proportion to the realised performance. To the extent
that the services provided (revenue from ski, fitness, hotel and
outdoor) concern a period longer than one day, these are attributed
proportionally to the period to which they relate.
Interest
Interest income and expense is recognised on a time-proportionate
basis in the income statement, taking account of the effective
interest rate of the item in question.
Inter-company transactions
Results from transactions with and between Group companies are
fully eliminated.
Costs
Costs are determined taking account of the above-stated
accounting policies and allocated to the reporting year to which
they relate.
Principles for the valuation
of assets and liabilities
Intangible non-current assets
The positive difference between the cost of acquisition and the fair
value of the identifiable assets and liabilities acquired at the time
of the transaction is capitalised as goodwill in the statement of
financial position. Goodwill is measured at the cost of acquisition
less cumulative impairments. Goodwill is not amortised. Instead,
an impairment test is carried out each year. Impairments are
recognised under depreciation and amortisation in the income
statement.
Property, plant and equipment
Assets in ownership
Property, plant and equipment are measured at the cost of
acquisition or production less any investment subsidies and after
deduction of straight-line depreciation or impairment, if applicable.
Straight-line depreciation is applied on the basis of the expected
useful economic life of each separate element of property, plant
and equipment, taking account of the residual value. If the
estimation regarding the total useful economic life changes over
time, this is reported as a changed accounting estimate.
If items of property, plant and equipment consist of elements with
different useful economic lives, these are recognised as separate
items under property, plant and equipment.
Expenses after initial recognition
SnowWorld recognises the costs of replacing a part of an item of
property, plant or equipment in the carrying amount of the asset
when it is likely that the future economic benefits embodied within
the asset will flow to SnowWorld and the cost of the asset can be
reliably measured. All other expenses are recognised as costs in
the income statement as they are incurred.
Assets in production
Property, plant and equipment in production concerns preparatory
costs for any new facilities and/or relevant expansion of existing
facilities. These items are capitalised as soon as it is likely that the
expansions will take place. Depreciation starts after the items are
taken into operation.
Real estate investments
A part of the buildings and sites of SnowWorld is leased to third
parties for which ‘rental yields’ is shown in the profit and loss
account. The part of the land and buildings in the company’s own
use and the part that is leased are inextricably linked and therefore
not independently saleable. In addition, the leased part is an
insignificant part of the whole. For these reasons, there is no
question of a property investment as defined in IAS 40.10 and no
split has taken place in property, plant and equipment.
47
Impairment of non-current assets
The carrying amounts of the company’s assets are re-assessed as
at each closing date to determine whether there are indications of
impairment. lf such indication exists, the asset’s recoverable value
is estimated. Goodwill, assets with an indeterminate useful life and
intangible assets not yet ready for use are assessed for impairment
annually.
An impairment is recognised whenever the carrying amount of the
asset or its cash-generating unit exceeds its realisable value.
Impairments are recognised under depreciation and amortisation
in the income statement.
If in a subsequent period the amount of impairment and the decline
can be objectively related to an event taking place after the
impairment was recognised, the previously recognised impairment
is reversed and the amount recognised in the income statement.
Determination of the recoverable value
The recoverable value of an asset or cash-flow generating unit is
equal to the sale value less costs of sale, or the value in use if
higher. To determine the value in use, the cash value of the
estimated future cash flows is determined on the basis of a
discount factor before tax that reflects both current market
assessments of the time value of money and the specific risks
associated with the asset. For any asset that does not generate
cash flows and which is largely independent of other assets, the
recoverable value is determined on the basis of the cashgenerating unit to which it belongs.
Financial non-current assets
Investments
Investments over which SnowWorld exercises material influence
on commercial and financial policy are measured on the basis of
the equity method. Under this method, the investments are initially
recognised in the statement of financial position at the cost of
acquisition plus the company’s share in the results of the
investments from the date of acquisition determined according to
the accounting policies stated in these financial statements. The
share of SnowWorld in the result of investments is shown in the
income statement. If and to the extent that SnowWorld cannot
effect distribution of positive results without limitation, the results
are included in a statutory reserve. The company’s share in the
direct increases and reductions of the assets of the investments
is also included in the statutory reserve.
Investments over which SnowWorld does not exercise material
influence over financial and commercial policy are measured at
the cost of acquisition or the recoverable value if lower (being the
value in use or the sale value, whichever is higher). Dividend is
recognised in the income statement under income from investments.
Inventory
Inventory consists of trading stock, including hospitality supplies
and merchandise, as well as the inventory of equipment for hire.
Inventory is carried at the cost of acquisition or production on the
basis of the ‘first in, first out’ principle. The inventory of equipment
for hire is written off over one or two years, depending on the type
of material.
48
Receivables
Receivables are initially recognised at fair value and subsequently
measured at amortised cost, which is generally equal to the
nominal value after deduction of the provision for default risk
considered necessary. These provisions are determined on the
basis of the individual assessment of the receivables concerned.
Cash and cash equivalents
Cash and cash equivalents consist of cash and balances at banks.
Payables to banks are presented under current liabilities.
Equity
Financial instruments issued by the company are treated as equity
to the extent they do not qualify as financial assets or liabilities.
The shares in the company are classified as equity instruments.
The hedge reserve for financial derivatives relates to the interestrate swap which provides an effective hedge. Changes in the
measurement of these financial derivatives are recognised in this
item.
Provisions
Pensions
The Group operates a pension scheme for its employees which
qualifies as a defined contribution scheme. The liabilities of the
Group are thus limited to the payment of an annual contribution
to the insurer.
Tax
A deferred tax liability is recognised for all temporary differences
subject to taxation. A deferred tax credit is recognised for all
deductible temporary differences and available forward carry-over
losses to the extent that it is likely that taxable profit will be
available for deduction.
The measurement of deferred tax liabilities and assets is based on
the tax implications of the method of realisation or settlement of
assets, provisions, liabilities or accruals and deferred income
proposed by SnowWorld as at the closing date. The deferred tax
liabilities and assets are carried at nominal value.
Tax is calculated on the recognised result, taking account of taxexempt items and costs that are entirely or partially non-deductible.
Non-current liabilities
Non-current interest-bearing liabilities are measured at amortised
cost using the effective interest method. If applicable, transaction
costs are deducted from the nominal amount and subsequently
amortised over the term of the liability. Repayment obligations on
non-current liabilities falling due within a year are presented under
the repayment obligation.
Current liabilities
Current liabilities are initially measured at fair value and subsequently
at amortised cost.
Leasing
In cases of financial leases in which the Group is the lessee, the
leased item and associated liability on conclusion of the contract
is recognised in the statement of financial position at the fair value
of the leased item at the time of entering into the lease contract
or the present value of the minimum lease payments if lower. Part
of the regular lease payments are recognised as repayment of
liabilities and the remainder as interest paid, both calculated on
an annuity basis.
In the case of operating leases where the Group is the lessee, the
lease payments are charged to the income statement on a straightline basis over the lease period.
SnowWorld can be seen as the lessor in the meaning of IAS 17
where it concerns leasing parts of its properties to third parties.
For both locations SnowWorld has entered into a 5-year lease with
a ski shop operator. In addition, there is a lease with a physical
therapist and a beautician for the Zoetermeer location.
Financial risk management
Financial instruments
General
The data in the notes to the financial statements provide information
that is useful for the assessment of the scale of the risks associated
with financial instruments recognised in the statement of financial
position.
There is no case of concentration of one or more of the risks set
out here below.
Management of financial risks
The principal risks in relation to financial instruments held by the
Group are credit risk, liquidity risk, cash flow risk and price risk,
consisting of interest-rate and market risk.
The Group’s policy with respect to the mitigation of these risks is
as follows:
The company uses derivative financial instruments to hedge its
interest-rate risk. Cash-flow hedge accounting is applied to the
extent that these hedging instruments provide an effective hedge
of these risks with respect to liabilities not yet appearing in the
statement of financial position or proposed transactions.
The hedging instrument is measured at actual value with revaluation
through equity. If at any time the size of the hedging instrument
is greater than the hedged position or has a longer term,
the ineffective part of the hedge relationship is recognised in the
income statement.
Financial instruments
The Group’s primary financial instruments apart from derivatives
are used for the funding of the Group’s operations or arise directly
as a consequence thereof. The Group also enters into transactions
in derivative instruments, in particular an interest-rate swap, to
hedge the interest-rate risk arising from the Group’s funding
activities. The Group’s policy is to refrain from trading in financial
instruments.
Realised gains and losses on hedging instruments are recognised
in the income statement in the same period or periods as those in
which the asset acquired affects the income statement. These
gains or losses are applied to the initial cost or other carrying
amount of the asset or liability that arises if the hedged future
transaction occurs.
Interest-rate risk
The Group’s non-current liabilities are subject to variable interest,
whereby the Group is exposed to the risk associated with uncertain
future cash flows in relation to interest payments. The Group
hedges this risk by concluding an interest-rate swap whereby the
Group exchanges variable interest for a fixed interest rate.
Market risk
The Group’s market risk is minimal, since the company does not
hold assets for which the measurement depends on movements
in value of shares or other securities.
Credit risk
A significant proportion of the Group’s sale transactions concern
cash business to consumer transactions. The Group is exposed
to credit risk on only a limited proportion of its sale transactions.
The Group trades only with creditworthy parties and has established
procedures for the determination of creditworthiness. The Group
has moreover established guidelines for limiting its credit risk with
each party. Furthermore, the Group continually monitors its
receivables and uses a strict reminder procedure. As a result of
these measures, the Group’s credit risk is minimal. There are also
no significant concentrations of credit risk within the Group.
Liquidity risk
Liquidity risk may occur if the acquisition and implementation of
new projects dries up and fewer payments and advance payments
are received or if investments place an excessive demand on the
available funding and/or the cash flow from operating activities.
Large fluctuations in the liquidity position are not likely in the short
term due to the size of individual transactions.
Partly to manage its liquidity risk, the company prepares a liquidity
projection for the coming 12 months on a monthly basis. The
analysis of liquidity risk takes account of the available cash, the
credit facilities and the usual fluctuations in the working capital
required. This gives the company sufficient possibility to identify
any shortfalls at an early stage and take action where possible.
Cash flow and interest-rate risk
At year-end the Group has a contract with respect to an interestrate swap with an underlying nominal value of € 24,400 (2013/2014:
€ 27,600). Under this contract, the Group receives the market
interest rate equal to Euribor and pays a fixed rate of interest of
3.8% (2013/2014: 3.8%) on the nominal amount. The interest-rate
swap serves as a hedge of the interest-rate risk that the group is
exposed to on its long-term loans. The contract has a remaining
term to maturity of 7.5 years (2013/2014: 8.5 years). The realised
results of the interest-rate swap are recognised in the income
statement. The market value of the interest-rate swap as
at 30 September 2015 was € 3,390 negative (2013/2014:
€ 4,140 negative) and is recognised in the statement of financial
position under non-current liabilities.
49
Hedge accounting
The company uses derivative financial instruments such as
interest-rate swaps to hedge its cash-flow risk arising from longterm loans. In accordance with its treasury policy, the company
does not hold or enter into derivative financial instruments for
trading purposes. The treatment of movements in the fair value of
derivative instruments that qualify for hedge accounting depends
on the nature of the hedged transaction. The fair value of derivative
financial instruments is calculated on the basis of prices in active
markets for similar assets or liabilities or other measurement
techniques in which all material input factors are based on
observable market data (level 2).
If a derivative financial instrument is classified as a hedge against
fluctuations in the cash flows from assets, liabilities or projected
cash flows with a very high degree of probability, the effective part
of the hedge is recognised in equity via the total result. At such
time as the hedge of a forecasted transaction results in a financial
asset or financial liability, the result that had been recognised
directly in equity is applied to the income statement. To the extent
that hedge accounting is applied, the company ensures that the
relationship between the derivative financial instruments and the
hedged transaction and the risk management objectives underlying
the use of the derivative financial instruments in question are
documented.
Derivative financial instruments
Derivative financial instruments are recognised at fair value.
The fair value of derivative financial instruments is calculated on
the basis of prices in active markets for similar assets or liabilities
or other measurement techniques in which all material input factors
are based on observable market data (level 2).
Movements in fair value are recognised in net financing expenses
if hedge accounting is not applied. Movements in the fair value of
cash-flow instruments that are administered on the basis of hedge
accounting are applied to equity via the total result taking account
of applicable taxation. On the expiration date, the result of these
derivative financial instruments is recognised in the income
statement in relation to the underlying values of the items to which
these instruments relate. Drawn-down loans are initially recognised
at fair value after deduction of transaction costs. Subsequently,
drawn-down loans are carried at amortised cost; any differences
between the proceeds (net of transaction costs) and the surrender
value are recognised in the determination of the results over the
term of the loans using the effective interest method.
Capital management
The Executive Board monitors the capital structure and makes
adjustments in response to changes in economic conditions. In
the medium to long term, the capital management is designed to
achieve an adequate result in order to continue the business
activities and to distribute a dividend to the shareholders if this is
possible. No material changes were made to the objectives,
guidelines and procedures during the 2014/2015 financial year.
50
SnowWorld Leisure N.V. has a credit arrangement with ABN AMRO
bank. This arrangement is the main source of financing for
SnowWorld. Ratios have been agreed with the bank with respect
to a minimum level of guaranteed assets and a maximum total net
debt/EBITDA ratio and a minimum debt service capacity ratio
(DSCR). The credit arrangement contains a schedule for the next
few years to raise the ratios at the level of SnowWorld Leisure N.V.
up to the next level: a minimum guarantee capital of 30%, a
maximum total net debt/EBITDA ratio of 2.5 and minimum Debt
service capacity ratio (DSCR) of 1.0. SnowWorld fulfilled these
ratios at the end of the 2014/2015 financial year. Any consequences
of failure to meet these ratios will be developed by the bank at
such time as a situation of default exists. SnowWorld Leisure N.V.
was in compliance with all these ratios at year-end.
Notes to the consolidated income statement
(in € x 1,000)
Gross profit (1)
The analysis of gross profit by segment is as follows:
Business segments
Revenue ski
Revenue material
Revenue lessons
Costs of ski
Gross profit ski
Revenue hospitality
Costs of hospitality
Gross profit hospitality
2014/2015
8,499
2,997
1,637
13,133
–661
8,963
3,182
1,621
13,766
–748
12,472
7,507
–2,386
13,018
7,510
–2,397
5,121
Revenue fitness
Costs of fitness
Gross profit fitness
1,607
–5
Revenue hotel
Costs of hotel
Gross profit hotel
1,837
–71
5,113
1,617
–9
1,602
1,608
1,609
–69
1,766
Revenue outdoor
Costs of outdoor
Gross profit outdoor
533
–
Other revenue
Costs of other revenue
Gross profit of other revenue
780
–
Gross profit
2013/2014
1,540
530
–
533
530
727
–
780
727
22,274
22,536
51
52
Geographical segments
Geographical division takes place on the basis of the two SnowWorld locations, namely in Zoetermeer and Landgraaf.
The overarching costs, investments and assets based on a 50/50 allocation formula are distributed over these two
locations. Non-current assets consist of: non-current assets, property, plant and equipment and financial non-current
assets.
2014/2015
Revenue
Costs of revenue
Gross profit
EBITDA
Non-current assets
Depreciation
Investments
2013/2014
Revenue
Costs of revenue
Gross profit
EBITDA
Non-current assets
Depreciation
Investments
Other operating income (2)
Rental income from real estate
Sponsorship income
Other income
Wages and salaries (3)
Wages and salaries
Zoetermeer
Landgraaf
Totaal
9,779
–1,307
15,618
–1,816
25,397
–3,123
8,472
13,802
22,274
2,422
21,615
1,325
1,628
6,046
31,424
2,084
693
8,468
53,039
3,409
2,321
Zoetermeer
Landgraaf
Totaal
9,895
–1,390
15,864
–1,833
25,759
–3,223
8,505
14,031
22,536
1,656
21,390
1,317
629
5,114
32,891
2,145
894
6,770
54,281
3,462
1,523
2014/2015
2013/2014
446
171
29
450
264
30
646
744
2014/2015
2013/2014
6,536
6,786
Workforce
The Group employed an average of 233 employees in 2014/2015 (2013/2014: 241), distributed across the following
segments.
2014/2015
2013/2014
79
73
24
6
51
83
76
21
6
55
233
241
2014/2015
2013/2014
Zoetermeer
Landgraaf
104
129
107
134
Total
233
241
Ski
Hospitality
Fitness
Outdoor
Other
Total
The average number of employees at the various locations is as follows:
Remuneration of and loans from/to Executive and Supervisory Directors
The table below shows the total remuneration of the CEO J.H.M. Hendriks and the CFO W.A. Moerman in the financial
year:
Short-term
employee
benefit
Payment in
kind and
expenses
reimbursed
Long-term
employee
benefit
Sharebased
payments
Total
2014/2015
J.H.M. Hendriks (CEO)
W.A. Moerman (CFO)
284
134
40
26
–
10
–
52
324
222
Total
418
66
10
52
546
2013/2014
J.H.M. Hendriks (CEO)
W.A. Moerman (CFO)
280
132
40
26
–
10
–
111
320
279
Total
412
66
10
111
599
No payments on dismissal or termination of employment have been made or agreed.
53
54
The Executive Director J.H.M. Hendriks retains his shareholding in the Group via J.H.M. Hendriks Beheermaatschappij
B.V. The short-term employee benefit to J.H.M. Hendriks concerns a management fee paid by SnowWorld to
J.H.M. Hendriks Beheermaatschappij B.V. SnowWorld N.V. has reimbursed interest on outstanding loans and a
current account facility of € 3,620 (2013/2014: € 3,715) to J.H.M. Hendriks Beheermaatschappij B.V. in the amount
of € 169 (2013/2014: € 187).
An option to acquire shares has been vested to W.A. Moerman. For an explanation of the vested option scheme,
see the note on Group equity in the consolidated financial statements (15).
The total remuneration of the Supervisory Directors in the financial year is shown in the table below:
2014/2015
2013/2014
A.J. Bakker (chairman)
B.K. Mentel
P.P.F. de Vries
20
15
12
15
11
–
Totaal
47
26
Value8 N.V., of which Mr de Vries is CEO, has an equity interest of 15.0% in SnowWorld N.V. Value8 N.V. also has
an option to purchase shares. For a detailed description of the share option please see the shareholder information
on pages 11 to 13 of this annual report.
These other Supervisory Directors do not hold shares in the company.
Social insurance payment (4)
Pension costs
Other social contributions
Depreciation of property, plant and equipment (5)
Property, plant and equipment
Other operating expenses (6)
Premises costs
Costs of reverse takeover
Other employee expenses
Sales expenses
Vehicle expenses
Office expenses
General expenses
2014/2015
2013/2014
143
1,096
155
1,054
1,239
1,209
2014/2015
2013/2014
3.409
3.462
2014/2015
2013/2014
3,934
–
907
624
177
391
644
3,893
1,437
1,021
988
193
369
614
6,677
8,515
Application of the International Financial Reporting Standards in the 2013/2014 financial year has led to an accounting
expense item for the reverse takeover and the issue of the new shares (reported above under ‘Costs of reverse
takeover’) in the amount of € 1,914. € 1,381 of this amount is attributed to the result after tax, the remainder has
been deducted from the proceeds of the issue as a direct movement in equity. Of these total expenses, the actual
outgoing cash flow amounts to € 347.
The item ‘General expenses’ includes audit fees to BDO Audit & Assurance B.V., which pursuant to Section 382a
Book 2 BW can be specified as follows:
2014/2015
2013/2014
Audit of financial statements for the year
Audit of financial statements for previous year (fees in arrears)
Audit related fees
72
17
–
70
18
65
Total
89
153
2014/2015
2013/2014
991
736
57
25
169
2
1,063
919
69
50
187
–3
1,980
2,285
Financial income and expenses (7)
Interest on interest-rate swap ABN AMRO
Interest on credit facility ABN AMRO
Interest on financial lease
Interest on loan Whitecourt Sarl
Interest to shareholder
Other interest and bank charges
The interest-rate exposure of the non-current liabilities at variable interest rates and debts to credit institutions, plus
the valuation risk profile of the interest-rate swap in case of increases or decreases in interest rates is as follows:
Non-current liabilities (including current part)
Interest-rate swap
Net effect on income statement of:
1% increase in interest rates
1% decrease in interest rates
Net effect on Group equity of:
1% increase in interest rates
1% decrease in interest rates
2014/2015
2013/2014
10,997
–
3,390
9,292
216
4,140
–82
82
–71
71
598
–598
784
–784
55
56
Tax (8)
The tax payable on the result in the consolidated income statement consists of the following:
2014/2015
2013/2014
Corporate income tax payable on the taxable result in the year
Movement in deferred taxation (excluding interest-rate swap)
Adjustments relating to taxation in previous years
815
–33
–29
705
–62
–6
Total tax expense
753
637
The reconciliation of the effective tax rate with the tax rate applicable to the consolidated financial statements
is as follows:
2014/2015
2013/2014
Applicable rate
Rate advantage 1st tax bracket
Non-deductible part of costs of reverse takeover
Non-deductible loss SnowWorld N.V.
Non-deductible part of costs of employee options
Adjustments relating to taxation in previous years
Non-deductible costs
Other effects
–25.0
0.3
–
–
–0.4
0.9
–0.2
–0.1
–25.0
0.9
–29.5
–5.1
–2.7
0.6
–0.9
–0.6
Effective rate
–24.5
–62.3
(in percent)
The relationship between the commercial result and the result for tax purposes before tax is shown below:
2014/2015
2013/2014
Commercial result before tax
Non-deductible part of costs of reverse takeover
Non-deductible loss SnowWorld N.V.
Non-deductible part of costs of employee options
Deductible flotation costs applied to Group equity
Higher amortisation of intangible non-current assets for tax purposes
Lower or higher depreciation of property, plant and equipment for tax purposes
Higher costs/lower investments for tax purposes
Contribution to maintenance provision for tax purposes
Non-deductible costs
Other effects
3,079
–
–
52
–
–149
851
–320
–248
27
–9
1,023
1,208
210
111
–92
–149
970
–211
–248
37
–1
Taxable result before tax
3,283
2,858
Notes to the consolidated statement of financial position
(in € x 1,000)
Intangible non-current assets (9)
Goodwill
2014/2015
2013/2014
1,044
1,044
The development of this item is as follows:
Goodwill
Carrying amount at 1 October 2013
Investments
1,044
–
Carrying amount at 30 September 2014
1,044
1,044
Investments
–
1,044
The goodwill relates to the activities of the fitness centres of Special Sports in Zoetermeer and Landgraaf acquired
on 1 October 2007. The goodwill initially amounted to € 1,490 and is amortised over a period of three years to
€ 1,044 as at 30 September 2010 (based on an estimated economic life of 10 years). No further amortisation has
been applied since 1 October 2010 due to the system change to IFRS.
An assessment was carried out to determine whether an impairment of the capitalised goodwill needs to be
recognised as of the closing date. A valuation of the fitness activities was carried out on the basis of the discounted
cash-flow method. Under this method, the cash flows expected on the basis of the business plan for the next five
years are discounted using the WACC (weighted average cost of capital) and taking account of expected inflation
and an expected growth percentage.
The WACC is established at 9.5% (2013/2014: 10.0%). The WACC is calculated on the basis of a weighted average
(in the ratio of 40/60) of an average return on equity and the costs of loan capital. An average return on equity of
16.7% consists of a market return of 6.0% multiplied by a factor of 2.2 (based on a median of a group of comparable
capital-intensive companies) and increased by a free risk surcharge of 1.5% (based on the yield of Dutch 10-year
government debt). The costs of loan capital of 2.6% consist of a free risk percentage of 1.5% (based on the yield
of Dutch 10-year government debt) plus a surcharge of 2.0% (estimated on the basis of the spreads between bonds
rated BBB-\BB+ by S&P and Dutch 10-year government bonds) and taking account of a corporate income tax rate
of 25.0%. The weighting factor of 40/60 is based on the ratio of equity to loan capital of a group of comparable
capital-intensive companies and is also in line with SnowWorld’s objectives. The calculation takes an inflation
correction of 1.5% for the future cash flows from 5 years into account.
57
58
The sensitivity to changes in WACC of the present value of the future cash flows from the fitness activities is shown
in the table below. The WACC percentages shown include the inflation correction.
WACC
WACC
WACC
WACC
WACC
9.5% (2013/2014: 10.0%)
10.5% (2013/2014: 11.0%)
11.5% (2013/2014: 12.0%)
12.5% (2013/2014: 13.0%)
13.5% (2013/2014: 14.0%)
2014/2015
2013/2014
1,937
1,732
1,564
1,423
1,303
1,314
1,163
1,039
934
845
The sensitivity to changes in EBITDA of the present value of the future cash flows from the fitness activities is shown
in the table below. The top line displays the originally estimated annual EBITDA. In each line below that the annual
EBITDA is reduced by € 10.
EBITDA
EBITDA
EBITDA
EBITDA
EBITDA
base
annual
annual
annual
annual
-/-/-/-/-
10
20
30
40
Property, plant and equipment (10)
Land and buildings
Machinery and installations
Other equipment
1,937
1,723
1,509
1,296
1,082
1,314
1,112
909
706
504
2014/2015
2013/2014
47,119
60
2,363
2,427
49,038
112
2,321
1,586
51,969
53,057
59
The development of this item is as follows:
Land and
buildings
Machinery and
installations
Other
equipment
Assets
in production
Total
80,270
2,645
17,882
1,252
102,049
–29,039
51,231
–2,424
221
–15,467
2,415
–10
1,242
–46,940
55,109
223
–
–2,416
49,038
13
–
–122
112
943
–113
–924
2,321
344
–
–
1,586
1,523
–113
–3,462
53,057
80,492
2,658
18,656
1,596
103,402
–31,454
–2,546
–16,335
–10
–50,345
Carrying amount
at 30 September 2014
49,038
112
2,321
1,586
53,057
49,038
112
2,321
1,586
53,057
Investments
Divestments
Depreciation
479
–
–2,398
47,119
5
–
–57
60
996
–
–954
2,363
841
–
–
2,427
2,321
–
–3,409
51,969
80,971
2,663
19,571
2,437
105,642
–33,852
–2,603
–17,208
–10
–53,673
47,119
60
2,363
2,427
51,969
Cumulative acquisition value
at 1 October 2013
Cumulative depreciation and
impairments at 1 October 2013
Investments
Divestments
Depreciation
impairments at 30 September 2014
impairments at 30 September 2015
Carrying amount
Depreciation is applied to property, plant and equipment as follows:
d No depreciation is applied to land and assets in production.
d Buildings are written off on a straight-line basis over the estimated economic life of 5 to 40 years.
d Other property, plant and equipment is written off on a straight-line basis over the estimated economic life
of 5 to 10 years.
Land and buildings are measured at historical cost after deduction of straight-line depreciation based on estimated
economic life. The current value of the land and buildings is approximately € 69,576 (2013/2014: € 76,683).
An external valuer calculated the current value of the land and buildings in the 2013/2014 financial year. In the
2014/2015 financial year, based on the same valuation system, the company made its own current calculation of
the value. The company estimated the future cash flows conservatively, which has a weightier effect on the current
value of the land and buildings. If the future cash flows in the current value calculation for 2013/2014 had been
60
estimated as conservatively as those for 2014/2015, the current value for 2013/2014 would be approx. € 68,408.
The current value of the other property, plant and equipment does not materially differ from the carrying amount.
The Group has economic (but not legal) ownership of various assets with a total carrying amount of € 1,417
(2013/2014: € 1,081) through financial lease contracts. For further information on these contracts, please refer to
the note on financial leases.
The item land and buildings includes € 194 in capitalised interest (2013/2014: € 200).
Land and buildings with a carrying amount of € 47.119 (2013/2014: € 49.038) are mortgaged to credit institutions.
A right of pledge on the movable property, plant and equipment is held by the bank.
The item property, plant and equipment in production of € 2,427 concerns the expenses associated with the
preparation of the new locations in Paris and Barcelona together with the extension of the third ski slope in Zoetermeer
as well as the investments already made for the new cooling system in construction in Zoetermeer. Depreciation
starts after the items are taken into operation.
Deferred tax
2014/2015
2013/2014
26
180
The development of the deferred tax is as follows:
Deferred tax
Movement due
Movement due
Movement due
Movement due
Other changes
to
to
to
to
higher amortisation for tax purposes
lower investment for tax purposes
tax provisions
revaluation of interest-rate swap
49
171
–53
–62
69
6
180
180
Movement due
Movement due
Movement due
Movement due
Other changes
to
to
to
to
lower amortisation for tax purposes
lower investment for tax purposes
tax provisions
revaluation of interest-rate swap
of which
term to maturity < 1 year
term to maturity > 1 year < 5 years
term to maturity > 5 years
175
–80
–62
–188
1
26
–94
–41
161
61
The development of the valuation differences is as follows:
Property,
plant and
equipment
Goodwill
Provision for
large-scale
maintenance
Interest-rate
swap
Total
–359
–447
–2,864
3,865
195
Contribution
Valuation difference
Investment difference
Depreciation and amortisation difference
Other changes
–
–
–211
833
25
–
–
–
–149
–
–248
–
–
–
–
–
275
–
–
–
–248
275
–211
684
25
288
–596
–3,112
4,140
720
288
–596
–3,112
4,140
720
–
–
–320
850
–
–
–
–
–149
–
–247
–
–
–
–
–
–750
–
–
–
–247
–750
–320
701
–
818
–745
–3,359
3,390
104
2014/2015
2013/2014
134
33
250
62
2014/2015
2013/2014
175
350
137
175
525
312
2014/2015
2013/2014
692
217
376
551
69
368
1,285
988
Contribution
Valuation difference
Investment difference
Depreciation and amortisation difference
Other changes
The relationship with the tax expense in the income statement is as follows:
Movement in valuation differences during the year (excluding interest-rate swap)
Corporate income tax on this included in tax expense (8)
Inventory (12)
Trading goods
Equipment for hire
A right of pledge on the inventory is held by the bank.
Trade receivables
Other receivables, accrued income and prepaid expenses
A right of pledge on the trade receivables is held by the bank.
62
The provision for debtor default of € 31 (2013/2014: € 31) has been deducted from the ‘Trade receivables’ item.
The age of debtor receivables overdue and unforeseen debtor items as per balance sheet date is as follows:
(Age in months after due date)
2014/2015
2013/2014
0-2 months
2-5 months
5-12 months
Total
63
68
82
21
25
18
170
107
2014/2015
2013/2014
217
–
64
5
217
69
The analysis of the item ‘Tax and social insurance contributions’ is as follows:
VAT
Pensions
The analysis of the item ‘Other receivables, accrued income and prepaid expenses’ is as follows:
Prepaid costs
Stock of ski passes
Revenues not yet invoiced
2014/2015
2013/2014
265
9
102
225
20
123
376
368
The nominal value of the other receivables, accrued income and prepaid expenses does not differ materially from
the values stated in this note.
Cash
Bank
Suspense account items
2014/2015
2013/2014
95
1,338
76
120
56
223
1,509
399
There are no material limitations regarding the availability of cash balances. These are freely available.
With respect to the security relating to the ‘Bank’ balance, see the note on non-current liabilities (16).
Group equity (15)
For the development of the separate items consolidated within Group equity, see the ‘Consolidated statement
of changes in Group equity’.
Paid-up and called-up share capital
For an explanation of the paid-up and called-up share capital, see the note on equity in the company financial
statements (22).
Option schemes
SnowWorld operates two option schemes that could result in a change of control of SnowWorld due to their taking
effect at a later date.
The first scheme concerns options on shares vested to Mr W.A. Moerman (CFO), whereby SnowWorld grants an
irrevocable and non-transferable right for a term of five years starting on 1 December 2013 to acquire full and
unencumbered ownership of shares with a nominal value of € 2.00 at an exercise price of € 8.00 per share. This
option concerns 147,508 shares. Delivery may be made by purchase or issue. In the event of repayment of capital
(capital reduction), special dividend distributions (dividend not charged to earnings) and/or a share split, the option
will be adjusted in accordance with generally accepted standards in such cases. The shares acquired on the basis
of the option agreement will have all the same rights associated with them as the ordinary shares already in issue.
The option may be exercised in five equal annual steps from 1 December 2013. The option may be exercised in full
or in part during the term to maturity. If the option is not exercised or not fully exercised within the term to maturity,
it will lapse legally after expiration of the term to maturity. If the option is fully exercised within the term to maturity,
the share ownership of the existing shareholders will be diluted by approximately 4.8%.
The costs related to the option for the 2014/2015 financial year of ad € 52 (2013/2014 € 111) are recognised under
wages and salaries in the income statement.
The second scheme concerns an option on shares vested to Value8 N.V. whereby SnowWorld grants an irrevocable
and non-transferable right for a term of five years starting on 1 December 2013 to acquire full and unencumbered
ownership of shares with a nominal value of € 2.00 at an exercise price of € 8.00 per share. This option concerns
5.0% of the issued shares on the date of exercise. Also in the event that SnowWorld issues shares due to the exercise
of the option, after such issue Value8 N.V. will acquire 5.0% of the then outstanding capital. Delivery may be made
by purchase or issue. In the event of repayment of capital (capital reduction), special dividend distributions (dividend
not charged to earnings) and/or a share split, the option will be adjusted in accordance with generally accepted
standards in such cases. The shares acquired on the basis of the option agreement will have all the same rights
associated with them as the ordinary shares already in issue.
The option may be exercised in full or in part during the term to maturity. If the option is not exercised or not fully
exercised within the term to maturity, it will lapse legally after expiration of the term to maturity. Value8 N.V. will then
no longer have any rights with respect to the option. If the option is fully exercised within the term to maturity, the
share ownership of the existing shareholders will be diluted by 5.0%.
The costs associated with the option in the 2014/2015 financial year amount to ad € 0 (2013/2014 € 370)
€ 0. (2013/2014 € 106) of this amount is recognised in Group equity, with the remaining € 0 (2013/2014 € 264)
recognised under other operating expenses in the income statement.
The fair value of both options has been calculated by an expert using the ‘Black-Scholes-Merton’ formula.
63
64
The variables in this formula are as follows:
Underlying value
Strike price
Implied volatility
Risk-free interest rate
Time to maturity (in years)
Expected dividend yield
Moerman
Value8
€ 8.00
€ 8.00
30%
0.3%
3.4
2.5%
€ 8.00
€ 8.00
35%
0.6%
5.0
4.0%
The implied volatility is based on the observed median daily price of the share over a historical period equal to the
expected life against a select group of companies considered to be comparable to SnowWorld.
The risk-free interest rate is based on the average effective yield of German government bonds during a term equal
to the life of the options.
The costs of equity are determined using the Capital Asset Pricing Model. The costs of equity are established
at 14.5%.
Hedge reserve
The hedge reserve concerns the valuation of the interest-rate swap under non-current liabilities. The revaluation
takes account of the effect of taxation on the equity and result by the formation of a provision for deferred taxation
charged to the hedge reserve. See the note on taxation.
Earnings per share
The company presents its earnings per share and total result per share on the basis of the issued share capital.
The company presents its earnings per share and total result per share on the basis of the issued share capital.
Earnings per share is calculated by dividing the result after tax attributable to shareholders in the company by the
weighted average number of ordinary shares in issue during the reporting period and multiplied by the exchange
ratio established in the takeover agreement.
For the 2013/2014 financial year, the weighted average number of ordinary shares in issue during the reporting
period is multiplied by the exchange ratio established in the agreement.
The total result per share is calculated based on the total result attributable to the shareholders of the company
divided by the weighted average number of ordinary shares in issue during the reporting period. For the 2013/2014
financial year, the weighted average number of ordinary shares in issue during the period is multiplied by the exchange
ratio established in the agreement.
The average number of outstanding shares of SnowWorld N.V. in the 2014/2015 financial year amounts to 2,937,523.
This calculation is based on the number of shares issued in the share issue. The average number of outstanding
shares whereby account is taken of the dilution effect of the options in the 2014/2015 financial year is 2,937,523.
The average number of outstanding shares in the 2013/2014 financial year amounts to 2,587,265. For the period
up until the reverse takeover this is based on the average number of outstanding shares of SnowWorld Leisure N.V.
and is converted into the number of outstanding shares of SnowWorld N.V. according to an exchange ratio established
in the takeover agreement. The exchange ratio established in the takeover agreement is 22:1.
The calculation also takes the number of shares issued at the issue into account.
A note on the potential dilution for existing shareholders is included above.
2014/2015
Credit institutions
Interest-rate swap*
Loan Whitecourt Sarl
Loans shareholder
Financial leasing obligations
Discount received in advance
2013/2014
Credit institutions
Interest-rate swap*
Loan shareholder
Interest %
> 1 year
> 5 years
Total
5.2
–
6.0
5.1
4.1
–
16,974
–
239
3,400
577
3
11,923
3,390
–
78
–
–
28,897
3,390
239
3,478
577
3
15,391
21,193
36,584
Interest %
> 1 year
> 5 years
Total
5.5
–
6.0
5.3
4.5
–
16,955
–
358
3,400
843
65
13,437
4,140
–
148
–
–
30,392
4,140
358
3,548
843
65
17,725
21,621
39,346
* A breakdown of the interest-rate swap has been omitted since this cannot be reliably established.
Non-current liabilities with a remaining term to maturity of less than one year (including the repayment obligation for
the coming year), are recognised under current liabilities. The cash value of the outstanding lease obligations does
not differ significantly from the nominal value.
The maturity dates of the mandatory interest payments and current liabilities as at 30 September 2015 can be shown
as follows:
Interest obligations
Current liabilities
Interest-rate swap
< 1 year
> 1 year
> 5 years
Total
961
4,249
891
1,806
–
2,315
390
–
446
3,157
4,249
3,652
For an explanation of the interest-rate risk profile of the non-current liabilities at variable interest rates and debts to
credit institutions and the measurement risk profile of the interest-rate swap in the event of increases or decreases
in interest rates, see the note on financial income and expenses (7).
65
66
Credit institutions
SnowWorld Leisure N.V. renewed its credit facility with ABN AMRO Bank N.V. in June 2015.
Firstly, SnowWorld Leisure N.V. has a current account facility available of € 26,875 as at 30 September 2015.
The repayment for this in the coming financial year is € 2,700. For the 2016/2017 financial year, the repayment is
€ 3,038. From 1 January 2017 the annual repayment will be € 3,100. From 1 January 2021 the annual repayment
will be € 3,500. The interest (including market surcharge Euribor) is 2.0% above the 1-month average Euribor rate.
Secondly, SnowWorld Leisure N.V. has a 4-year loan on a roll-over basis of € 3,563 as at 30 September 2015.
The repayment for this in the coming financial year is € 500. The remaining € 3,000 will be repaid in full as
at 1 January 2017. The interest (including liquidity premium) is 5.0% above the 1-month Euribor rate.
And lastly, SnowWorld Leisure N.V. was given a 5-year EURIBOR loan, per 30 September 2015 of € 2,000.
The repayment amounts to € 300 for the coming financial year. As of the 2016/2017 financial year, the annual
repayment is € 400. The interest rate is 3.0% on top of the 3-month Euribor rate.
The security provided for all facilities is as follows:
d A bank mortgage, ranked first, of € 79,400 plus 25.0% for interest and costs on the unencumbered property
subject to registration: Buytenparklaan 30, 2717 AX Zoetermeer, The Netherlands, section C number 5654 and
Witte Wereld 1, 6372 VG Landgraaf, The Netherlands, section C numbers 896, 906 and 907 (partially).
d Pledge of all assets with the exception of a number of pistenbullies, various fitness equipment, a vehicle,
a tracked dumper truck and part of the Outdoor Park.
d Subordination of the receivable of Whitecourt Sarl on the company of € 358.
d Subordination of the receivable of J.H.M. Hendriks Beheermaatschappij B.V. on the company of € 500.
The credit facility with ABN AMRO Bank N.V. includes three financial ratios that have to be met at each year-end.
These are: a minimum level of guaranteed assets, a minimum level for the debt service capacity ratio and a maximum
level for the net debt/EBITDA ratio. The credit arrangement contains a schedule for the next few years to raise the
ratios at the level of SnowWorld Leisure N.V. up to the next level: a minimum guarantee capital of 30.0%, a maximum
total net debt/EBITDA ratio of 2.5 and minimum Debt service capacity ratio (DSCR) of 1.0. Any consequences of
failure to meet these ratios will be developed by the bank at such time as a situation of default exists. SnowWorld
Leisure N.V. was in compliance with all ratios at year-end.
The intention of both parties is to hold the credit facility until maturity, which is also reflected in the financial
statements.
The Group has concluded an interest-rate swap for a large proportion of its non-current liabilities to credit institutions
whereby its interest-rate risk is significantly reduced. The average interest rate (including liquidity premium) payable
on the non-current liabilities to credit institutions is 5.2%. For further information, see the note on financial
instruments.
Interest-rate swap
At year-end the Group has a contract with respect to an interest-rate swap with an underlying nominal value of
€ 24,400 (2013/2014: € 27,600). Under this contract, the Group receives the market interest rate equal to Euribor
and pays a fixed rate of interest of 3.8% (2013/2014: 3.8%) on the nominal amount. The interest-rate swap serves
as a hedge of the interest-rate risk that the Group is exposed to on its long-term loans. The contract has a remaining
term to maturity of 7.5 years (2013/2014: 8.5 years). The realised results of the interest-rate swap are recognised in
the income statement. The market value of the interest-rate swap as at 30 September 2015 was € 3,390 negative
(2013/2014: € 4,140 negative).
The loan from Whitecourt Sarl concerns a subordinated loan with an original principal amount of € 597 and subject
to interest of 6.0%. The loan is subordinated to the receivables of ABN AMRO Bank N.V. The loan will be repaid in
five equal annual instalments commencing on 1 April 2014. The company has the right to repay the loan at an earlier
date.
Loan(s) shareholder
There are two loans from the shareholder. The first is a subordinated loan from J.H.M. Hendriks Beheermaatschappij
B.V. with an original principal amount of € 600 and subject to interest of 6.0%. The loan is subordinated to the
receivables of ABN AMRO Bank N.V. The loan will be repaid in six equal annual instalments commencing on
1 October 2014. The company has the right to repay the loan at an earlier date, subject to prior permission from
ABN AMRO Bank N.V. The interest on the loan is credited annually. The second is the vendor loan provided by
J.H.M. Hendriks Beheermaatschappij B.V. on the occasion of the reverse takeover. This vendor loan with an original
principal of € 5,000 has to be repaid by 10 December 2016. The interest due is 1-month Euribor plus a risk surcharge
of 5.0%, payable annually in arrears. The lender has been granted a right of pledge on up to 25.0% of the shares
of SnowWorld Leisure N.V. as security.
The financial leasing obligations relate to the financing of various assets with a total carrying amount of € 1,417
(2013/2014: € 1,081). The remaining weighted average term to maturity is approximately 2 years (2013/2014:
2 years). The weighted average interest rate is 4.1% (2013/2014: 4.5%).
A supplier has paid a discount in advance for the funding of the renovation of a food and beverage facility.
The Group has undertaken a remaining obligation to purchase amounting to € 1,758 over a remaining term to maturity
of at least 0.5 year with an overrun of up to 2.5 years. If this obligation is not met, the discount has to be repaid pro
rata. No interest is due.
Other payables and accruals (17)
Repayment obligation on non-current liabilities
Payable to suppliers and trading credits
Payable to shareholder
2014/2015
2013/2014
4,249
–
1,526
42
1,042
2,477
4,275
216
1,420
67
842
2,317
9,336
9,137
2014/2015
2013/2014
3,500
119
100
471
59
3,500
119
100
498
58
4,249
4,275
The analysis of the item ‘Repayment obligation on non-current liabilities’ is as follows:
Credit institutions
Loan(s) shareholder
67
68
SnowWorld Leisure N.V. has a multi-purpose facility of € 750 at ABN AMRO Bank N.V. as at 30 September 2015.
Further details on the security provided are given in the note on non-current liabilities (16).
The ‘Payable to shareholder’ item is subject to 6.0% interest.
Payroll tax and social insurance contributions
Corporate income tax
Pensions
Tourist tax
2014/2015
2013/2014
167
819
32
24
191
618
–
33
1,042
842
2014/2015
2013/2014
421
690
362
227
314
157
118
188
295
548
257
410
314
219
112
162
2,477
2,317
The analysis of the item ‘Other payables and accruals’ is as follows:
Expenses due
Amounts received in advance
Amounts invoiced in advance
Interest due
Reserve for vacation allowance and days
Net salaries
Guarantees
Other liabilities
Commitments/rights not appearing in the statement
(in € x 1,000)
Operational lease – Group as lessee
The Group has concluded operational lease contracts for vehicles. The future lease payments are specified as
follows:
2014/2015
2013/2014
44
66
–
80
86
–
110
166
period < 1 year
1 year > period < 5 years
period > 5 years
Total
No contractual agreements have been made regarding any options to extend or purchase.
Rental income
The group rents out parts of its property to third parties through long-term leases with an average remaining duration
of 3 years (2013/2014: 4 years). The remaining contract value amounts to € 1,346 (2013/2014: € 1,775).
Assets on order
At year-end, the Group had assets on order amounting to € 1,201 that are not shown in the statement of financial
position (2013/2014: € 228).
Purchase contracts
At the closing date the Group had concluded various purchase contracts for the supply of energy with a term until
31 December 2018 that set a fixed price per kWh of electricity on the basis of estimated consumption. The total
contract value over this period is € 2,986. It should be noted that this contract value represents only part of the total
energy costs.
Tax group
Since 1 October 2014 SnowWorld N.V. is jointly and severally liable for the tax obligations with respect to corporate
income tax of its Group companies that form part of the tax group.
SnowWorld N.V. and SnowWorld Leisure N.V. form a tax unit for turnover tax since 1 April 2015.
69
70
Company income statement
(in € x 1,000)
2014/2015
2013/2014
Share in result of investments (18)
Company result after tax
2,603
–277
465
–658
Result after tax
2,326
–193
71
72
Company statement of financial position
(before profit appropriation, in € x 1,000)
Assets
30 September 2015
30 September 2014
13,747
10,530
Non-current assets
• Investments in Group companies
Current assets
• Receivables on Group companies
• Tax and social insurance contributions
• Other receivables, accrued income
and prepaid expenses
Total assets
541
–
129
4
11
1
552
134
38
39
14,337
10,703
Equity and liabilities
Equity (22)
Share premium reserve
Hedge reserve
Other reserves
Result for the year
30 September 2015
5,900
11,046
426
–9,260
2,326
Total equity and liabilities
30 September 2014
11,063
11,046
–137
–14,282
–193
10,438
7,497
3,000
3,000
781
118
–
206
899
206
14,337
10,703
73
74
Company statement of changes in equity
(in € x 1,000)
Issued
capital
Share
premium
reserve
Hedge
reserve
Other
reserves
Result for
the year
Total
equity
Situation at 1 January 2013
1,207
69
–
–
83
1,359
Result for the year
Reverse takeover
Costs of share issue
Movement in valuation interest-rate swap
–
–
7,031
2,825
–
–
–
–
–
7,969
3,201
–193
–
–
–
–
–
–
–
–
–137
–
83
–14,817
–
–
452
–
–193
–83
–
–
–
–
–
–193
–
183
6,026
–193
452
–137
11,063
11,046
–137
–14,282
–193
7,497
11,063
11,046
–137
–14,282
–193
7,497
Result for the year
Movement in valuation interest-rate swap
–
–
–
–5,163
–
–
–
–
–
–
–
–
–
–
563
–
–193
52
5,163
–
2,326
193
–
–
–
2,326
–
52
–
563
5,900
11,046
426
–9,260
2,326
10,438
Notes to the company income statement
(in € x 1,000)
Share in result of investments (18)
Share in result of SnowWorld Leisure N.V.
2014/2015
2013/2014
2,603
465
75
76
Notes to the company statement of financial position
(in € x 1,000)
General
The financial statements of SnowWorld N.V., as presented here below, have been prepared in accordance with
accounting policies generally accepted in the Netherlands and comply with the statutory provisions on financial
statements of Book 2, Title 9 BW. As of the 2013/2014 financial year SnowWorld N.V. compiles its consolidated
financial statements according to International Financial Reporting Standards as adopted for use within the European
Union (EU-IFRS).
The possibility of applying the grounds for the consolidated financial statements to those of the company financial
statements was used.
The company profit and loss account was drawn up using the exception in Section 402, part 9 of Book 2 BW.
The participation is valued at net asset value based on the accounting policies as applied in the consolidated financial
statements.
For an explanation of the separate policies for the valuation of assets and liabilities and the determination of the
result, see the accounting policies for the consolidated financial statements.
Given the reverse takeover of SnowWorld N.V. (formerly: Fornix BioSciences N.V.) by SnowWorld Leisure N.V. as of
10 December 2013, whereby SnowWorld is actually a continuation of SnowWorld Leisure N.V., it was decided to
extend the first company financial year of SnowWorld N.V. from 1 January 2013 to 30 September 2014 (21 months).
The consolidated financial statements of SnowWorld N.V. include the company figures of SnowWorld N.V. from the
date of the reverse takeover and the consolidated figures of SnowWorld Leisure N.V. from 1 October 2013.
Investment in SnowWorld Leisure N.V.
2014/2015
2013/2014
13,747
10,530
The development of this item was as follows:
SnowWorld
Leisure N.V.
Purchase of investment
Share premium payment
Movement in equity of investment due to:
• Costs of reverse takeover
• Interest-rate swap
• Costs of employee options
Result from investment
–
5,183
5,000
–69
–137
88
465
10,530
10,530
Movement in equity of investment due to:
• Interest-rate swap
• Costs of employee options
Result from investment
562
52
2,603
13,747
Receivables on Group companies
Other receivables, accrued income and prepaid expenses
2014/2015
2013/2014
541
–
11
129
4
1
552
134
2014/2015
2013/2014
541
129
2014/2015
2013/2014
–
4
The analysis of the item ‘Receivables from Group companies’ is as follows:
Receivables on SnowWorld Leisure N.V.
VAT
The analysis of the item ‘Other receivables, accrued income and prepaid expenses’ is as follows:
Prepaid costs
Bank
2014/2015
2013/2014
11
1
2014/2015
2013/2014
38
39
There are no material limitations regarding the availability of cash balances. These are freely available.
Equity (22)
For the development of the separate company items within equity, see the ‘Company statement of changes in
equity’.
The authorised share capital of SnowWorld N.V. stands at € 20,000, divided into 10,000,000 shares with a nominal
value of € 2.00. There are 2,950,163 shares in issue and paid up in full.
On 23 July 2015, SnowWorld N.V.’s Articles of Association were amended in which both the authorised capital and
the issued capital were amended. The first amendment was the number of shares in the authorised share capital.
This number was reduced from 10,984,535 to 10,000,000. The other amendment to the Articles of Association was
the nominal value per share. This was reduced from € 3.75 per share to € 2.00 per share. Old issued shares with a
nominal value of € 3.75 were converted one on one to new issued shares with a nominal value of € 2.00. The
difference of € 1.75 per issued share was added to the other reserves of the company. No repayment was made to
the holders of the issued shares.
77
78
Until 10 December 2013, SnowWorld N.V. (formerly Fornix BioSciences N.V.) had 8,047,688 shares with a nominal
value of € 0.15. As a result of a reverse split on 10 December 2013, this is reduced by a factor of 25: 321,908 shares
with a nominal value of € 2.00. As a result of the issue of 1,875,000 shares in connection with the reverse takeover
of SnowWorld on 10 December 2013 and the share issue of 19 February 2014 (753,255) the number of outstanding
shares as at 30 September 2015 was 2,950,163.
The authorised share capital together with the issued and fully paid-up capital as at year-end is as follows:
Authorised share capital
Issued and fully paid-up capital
2014/2015
2013/2014
2012
20,000
5,900
41,192
11,063
3,900
1,207
Share premium reserve
Due to the issue of 1,875,000 new shares at an issue price of € 8.00 on 10 December 2013 and the share issue of
753,255 shares at an issue price of € 8.00 as at 19 February 2014, after deduction of transaction costs the share
premium reserve has risen by € 10,977 to € 11,046 in the 2013/2014 financial year. No mutations occurred during
the 2014/2015 financial year.
Loan shareholder
2014/2015
Interest %
> 5 years
> 1 year
Total
4.9
–
3,000
3,000
Loan shareholder
This item concerns the vendor loan provided by J.H.M. Hendriks Beheermaatschappij B.V. on the occasion of the
reverse takeover. This vendor loan with an original principal of € 5,000 has to be repaid by 10 December 2016. The
interest due is 1-month Euribor plus a risk surcharge of 5.0%, payable annually in arrears. The lender has been
granted a right of pledge on up to 25.0% of the shares of SnowWorld Leisure N.V. as security.
2014/2015
2013/2014
781
118
–
206
899
206
2014/2015
2013/2014
781
–
Corporate income tax
The analysis of the item ‘Other payables and accruals’ is as follows:
Expenses due
Interest due
2014/2015
2013/2014
118
–
63
143
118
206
79
80
Commitments/rights not appearing in the statement
There are no commitments/rights not appearing in the statement of financial position.
Zoetermeer, The Netherlands, 13 January 2016
Executive Board of SnowWorld N.V.
Supervisory Board
J.H.M. HendriksA.J. Bakker
B.K. Mentel
P.P.F. de Vries
Other information
Articles of Association rules governing profit appropriation
In accordance with Article 28.2 of the Articles of Association, the result as established in the adopted income
statement with notes is at the disposal of the General Meeting of Shareholders.
Proposed profit appropriation for 2014/2015
The result for the 2014/2015 financial year is presented as unappropriated, in anticipation of the resolution of the
General Meeting of Shareholders. It is proposed to add the profit to the other reserves. A proposal will be made to
the General Meeting of Shareholders to be held on 11 March 2016 to pay out an optional dividend of € 0.18 per
share charged to the share premium reserve. Shareholders will be given the choice of receiving this dividend in cash
or in shares. The choice is between € 0.18 cash or 1 new share for 35 existing shares.
Subsequent events
At the end of October 2015 proceedings were brought at the Council of State with the purpose of annulling the
zoning plan modified by the municipality of Zoetermeer and the environmental permit granted to SnowWorld allowing
for the extension of the third slope at Zoetermeer. SnowWorld views the proceedings with confidence. SnowWorld
does not consider an impairment for the costs incurred for the development of the plans necessary.
There are no further events after the balance sheet date that materially affect the financial statements.
81
82
Independent auditors report on financial statements
To: the shareholders and Supervisory Board of SnowWorld N.V.
Report on the audit of the financial statements 2014/2015
Our opinion
We have audited the accompanying financial statements 2014/2015 of SnowWorld N.V., based in Zoetermeer.
The financial statements include the consolidated financial statements and the company financial statements.
In our opinion:
d the enclosed consolidated financial statements give a true and fair view of the financial position of SnowWorld
N.V. as at 30 September 2015 and of its result and its cash flows for the period 1 October 2014 to 30 September
2015 in accordance with International Financial Reporting Standards as adopted by the European Union and
with Part 9 of Book 2 of the Dutch Civil Code.
d the enclosed company financial statements give a true and fair view of the financial position of SnowWorld N.V.
as at 30 September 2015 and of its result for the period 1 October 2014 to 30 September 2015 in accordance
with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. the consolidated statement of financial position as at 30 September 2015;
2.the following consolidated statements for the period 1 October 2014 to 30 September 2015: statements of profit
and loss and other comprehensive income, changes in equity and cash flows; and
3. the notes comprising a summary of the significant accounting policies and other explanatory information.
The company financial statements comprise:
1. the company balance sheet as at 30 September 2015;
2. the company profit and loss account for the period 1 October 2014 to 30 September 2015; and
3. the notes comprising a summary of the applicable accounting policies and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities
under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’
section of our report.
We are independent of SnowWorld N.V. in accordance with the Verordening inzake de onafhankelijkheid van
accountants bij assurance-opdrachten (ViO) and other relevant independence requirements in the Netherlands.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA).
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Materiality
Based on our professional judgment we determined the materiality for the financial statements as a whole
at € 254,000. We have selected revenue as the benchmark for the determination of the materiality, since this item
is most appropriate to the business of SnowWorld N.V. We have determined the materiality for this year at 1% of
the revenue, instead of the 0.75% used in the previous year. Last year we chose a discount of 0.25% because of
the first year as listed company as a result of the reversed listing of SnowWorld N.V. We also take into account
misstatements and/or potential misstatement that in our opinion could be material for the users of the financial
statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements in excess of € 12,000, which are identified during the
audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative
grounds.
Scope of the group audit
SnowWorld N.V. is at the head of a group of entities, consisting of SnowWorld N.V., SnowWorld Leisure N.V.
and SnowWorld International B.V. The financial information of this group is included in the financial statements
of SnowWorld N.V.
The group audit mainly focused on SnowWorld Leisure N.V. and the assets in production at SnowWorld International
B.V. SnowWorld Leisure N.V. is a significant part of the Group, since all activities are carried out by this company.
The assets in production at SnowWorld International B.V. are significant due to the size and nature of this item.
We conducted all the audit procedures ourselves.
By implementing the procedures above, we have been able to obtain sufficient and appropriate audit evidence about
the group’s financial information to provide an opinion about the financial statements 2014/2015.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters
are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of land and buildings
SnowWorld N.V. measures its land and buildings at historical cost. Given their value of € 47 million, the land and
buildings are material to our audit. The Executive Board has taken the view that no additional write-down is needed
on the basis of internal valuations. The internal valuations were carried out by the internal financial accounting
department of SnowWorld N.V. and are based on assumptions. These assumptions are influenced by expected
future economic conditions.
Our audit procedures included establishing the consistency of the used valuation model as well as establishing the
reliability of the internal valuations made. Our procedures in this respect included an assessment of the valuation
model used, principles used and the results of the valuations.
The disclosure from SnowWorld N.V. on its land and buildings is provided in note 10 to the financial statements.
The item assets in production concerns capitalized costs relating to the preparation of new branches in Spain and
France and the addition of a third slope to the complex in Zoetermeer. We have also paid attention to the disclosures
of SnowWorld N.V. regarding the assumptions used for the valuation and probability that these projects will be
completed. We have also evaluated whether the disclosures are adequate and sufficiently substantiated. Furthermore,
we assessed whether the substantiation provided gives sufficient information on the choice of assumptions and the
valuation.
The disclosure from SnowWorld N.V. on its assets in production is provided on page 23 of the Report of the Executive
Board and in note 10 to the financial statements.
83
84
Valuation of goodwill
SnowWorld N.V. is obliged to test the valuation of goodwill each year for impairment. This annual impairment test
was important for our audit, because the estimation process is complex and subjective, and is based on assumptions.
These assumptions are influenced by expected future economic conditions.
We also paid attention to the disclosures by the Executive Board of SnowWorld N.V. on the key assumptions with
respect to the determination of the recoverable value of the goodwill, such as the cash-flow forecasts and the
discount rate used. We also tested whether these disclosures were adequate and provided sufficient information
regarding the choice of assumptions, and the sensitivity of the assumptions to the valuation.
The disclosure from SnowWorld N.V. on the goodwill is provided in note 9 to the financial statements and specifically
states that minor changes to the key assumptions could in the future lead to an impairment.
Valuation of option schemes
Since last year SnowWorld N.V. has two option schemes. The options granted under these option schemes are
recognized in the statement of financial position. Last year the valuation of the options is determined by an external
expert engaged by SnowWorld N.V. using the ‘Black-Scholes-Merton’ model.
Our audit procedures accordingly included the use of work carried out by a valuation expert affiliated to BDO
to assist us in our assessment of the assumptions and methodologies used by SnowWorld N.V.
The disclosure in note 15 on the option schemes states how the measurement of the options is determined and
the sensitivity of the principles applied to the measurement of the options.
Responsibilities of management and the Supervisory Board for the financial statements
The Executive Board is responsible for the preparation and fair presentation of the financial statements in accordance
with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Executive Board is responsible for
such internal control as management determines is necessary to enable the preparation of the financial statements
that are free from material misstatement, whether due to errors or fraud.
As part of the preparation of the financial statements, the Executive Board is responsible for assessing the company’s
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Executive Board
should prepare the financial statements using the going concern basis of accounting unless the Executive Board
either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The Executive Board should disclose events and circumstances that may cast significant doubt on the company’s
ability to continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have
detected all errors and fraud.
Misstatements can arise from errors or fraud and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the
effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional scepticism throughout the audit,
in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit
included e.g.:
d Identifying and assessing the risks of material misstatement of the financial statements, whether due to errors
or fraud, designing and performing audit procedures responsive to those risks and obtaining audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from errors, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations or the override of internal control;
d Obtaining an understanding of internal control relevant to the audit 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 company’s internal control;
d Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management;
d Concluding on the appropriateness of management’s use of the going concern basis of accounting, and based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the company ceasing to continue as a going concern;
d Evaluating the overall presentation, structure and content of the financial statements, including the disclosures;
and
d Evaluating whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant findings in internal control that we identify during our
audit.
We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, not mentioning it is in the public interest.
85
86
Report on other legal and regulatory requirements
Other information
This report includes, next to the financial statements and our opinion thereon, other information. This other information
consists of:
d the report of the Executive Board;
d the other information on page 81;
d SnowWorld at a glance, Key developments 2014/2015, Multi-year overview, Foreword, Composition of the
Supervisory Board and Executive Board, Strategy, Shareholders information, Report of the Supervisory Board,
Risk management, Corporate Governance and Executive Board declaration.
Pursuant to legal requirements of Part 9 of Book 2 of the Dutch Civil Code and the auditing standards we report
that:
d we have no deficiencies to report as a result of our examination whether the report of the Executive Board,
to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code,
and whether the other information on page 81 as required by Part 9 of Book 2 of the Dutch Civil Code have been
annexed.
d the report of the Executive Board, to the extent we can assess, is consistent with the financial statements.
d we have nothing to report regarding the other information other than the report of the Executive Board and
the other information on page 81.
Our opinion on the financial statements does not include the other information and we do not express an opinion
or other assurance conclusion on the other information. As part of our audit on the financial statements and based
on the auditing standards, it is our responsibility to read the other information and assess whether there are any
material inconsistencies between the other information and the knowledge gained during our audit, our audit evidence
obtained and conclusions drawn in our audit or in other ways seems to include material deficiencies. If we conclude,
based on the procedures performed, that the other information includes a material deficiency, we are required
to report this matter.
Management is responsible for the preparation of the other information including the preparation of the report
of the Executive Board and the other information on page 81 in accordance with Part 9 of Book 2 of the Dutch
Civil Code.
Engagement
We were engaged by the Supervisory Board as auditor of SnowWorld N.V. on 10 December 2013, as of the audit
for year 2013/2014 and have operated as statutory auditor ever since that date. Reaffirmation of the engagement
took place at the general shareholders’ meeting on 12 March 2015.
Rotterdam, 13 January 2016
BDO Audit & Assurance B.V.
On behalf of,
signed J.C. Jelgerhuis Swildens RA
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The Netherlands
T: +31 (0) 79 3 202 202
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SnowWorld Landgraaf
Witte Wereld 1
6372 VG Landgraaf
The Netherlands
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Colophon
Final editing
SnowWorld N.V.
Text
SnowWorld N.V.
Design & production
C&F Report
Translation
C&F Report
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This annual report is an English translation of the original Dutch publication. In the event of textual inconsistencies
between the English and the Dutch version, the latter shall prevail.
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SnowWorld Landgraaf
Witte Wereld 1
6372 VG Landgraaf
The Netherlands
T: +31 (0)45 5 470 700
[email protected]
Buytenparklaan 30
2717 AX Zoetermeer
The Netherlands
T: +31 (0)79 3 202 202
[email protected]