Operating income
Transcription
Operating income
Financial highlights Our commitment Established in the early 1990s, CIE is today the leading live entertainment company Financial Information in Latin America. Through a vertically integrated structure, CIE offers a unique (Thousands of pesos as of December 1998, except for number of employees) product in this region in order to: • • 1997 Increase Sales 1,679,017 877,511 91% Operating income 349,166 191,289 83% EBITDA• 408,315 217,405 88% Net income 148,021 127,312 16% Number of employees 3,693 2,011 84% Total assets 3,559,920 1,508,471 136% Total liabilities 1,780,541 656,851 171% Stockholders' equity 1,779,379 851,620 109% Satisfy the demands for various leisure activities towards the end of the 20th century. • 1998 Provide top-level national and international live entertainment. Strengthen and expand the industry in the Mexican market, as well as in the • Operating income before interest, taxes, depreciation and amortization. Spanish and Portuguese-speaking markets in America, and the Iberian Peninsula. • Maintain its subsidiaries as leaders in each of their businesses. Sales Operating income (Thousands of pesos as of December 1998) (Thousands of pesos as of December 1998) Table of contents 1,679,017 * Financial highlights 1 * 91% 1998 1997 877,511 Message to our shareholders 2 6 A solid course: 1990-1998 8 1998: Another year of successful operations 10 Strategic business model 22 Board of directors and executive officers 26 Stockholders’ equity (Thousands of pesos as of December 1998) (Thousands of pesos as of December 1998) 1,779,379 3,559,920 * 1,508,471 28 1998 1997 191,289 Total assets Management’s discussion & analysis of financial condition and results of operations 83% * % Increase * % Increase An integrated view of entertainment 349,166 * % Increase * 136% 851,620 1998 1997 109% 1998 1997 * % Increase 1 To our shareholders: CIE-R&P, an association between CIE and Rock & Pop, Number of employees at year end 1998 the largest live show promoter in Argentina and Chile. For the third consecutive year, Corporación Inter- 3,693 americana de Entretenimiento (CIE) has achieved very During 1998, Grupo Mágico Internacional took a very important breakthroughs in all areas of our business. important step towards the consolidation of its These were made possible by the support and presence in Colombia by obtaining the concession to confidence of our shareholders, as well as by the operate the Parque El Salitre amusement park in professionalism and contributions of all of the people Santa Fe de Bogota. Grupo Mágico will thus develop * 84% 2,011 1998 1997 * % Increase *Proceeding mainly at our Company; people who have, over time, formed the largest entertainment complex in Colombia, an extraordinary team work that is committed to the including an entertainment venue for shows, forming successful performance of the Group. Due to the a pillar for CIE’s operations in that country. support of its people, CIE was able to opportunely and from new operations. Alejandro Soberón Kuri Chairman of the Board and CEO adequately react to the difficult financial markets’ In Mexico, we fully integrated RAC Producciones into competitions. It also established its foundations for situation during 1998. Thus, the Company was able to develop our capacity to adapt to challenging economic the Group, consolidating us as the leaders in the 1999 growth by completing negotiations for several strengthen formerly-implemented expense controls, as situations, and still reach record increases for our promotion and production of Latin American and sporting events, including soccer matches, the most well as generate significant economies of scale and operations as well as high organic growth. family musicals. Ocesa Deportes also began opera- popular recreational activity in Mexico, and the Beach tions with such activities as Monster Trucks, the Volleyball Open Championship World Tour in Acapulco. efficiencies from joint operations with new companies that were incorporated during the year. Sales grew 91% to 1,679 million pesos, compared Gymnastics Cup ‘98 and international wrestling with sales of 878 million pesos registered in 1997. Our This year, CIE integrated Publitop into its operations. One of the most important breakthroughs during operating margin stood at 21%, in line with 1997 Publitop is one of the most, synergetic and lucrative 1998 was the expansion of our operations in the figures, and we added approximately 1,700 new businesses in the area of outdoor advertising and has Southern Cone of Latin America, where we tested our employees, mainly coming from the new operations. ability to enter new markets, replicating our successful Today, the Group employs approximately 3,700 breakthroughs during 1998 was providing free pedestrian footbridges in exchange for business formula as developed in Mexico. This people, mostly in Mexico and South America. the expansion of our operations advertising concessions. contributed to the development of various cities, in the Southern Cone of Latin strategy, added to an increased volume and diversity of events during the year, at prices that fit most One of the most important International sales represented 28% of CIE’s consoli- America, where we tested our In addition to all of this, CIE began the development of ability to enter new markets, 2 demographic segments, has helped us to protect the dated sales, which are the equivalent of the sales business from economic fluctuations in the markets in registered by the Group back in 1996, in US Dollar which we operate. Thus, this also enabled us to terms; and included in 1998 the incorporation of replicating our successful business formula as developed in Mexico. the Centro de Entretenimiento Familiar y Cultural de las Américas, (The Family and Cultural Entertainment Center of the Americas) in Mexico City. Operations are 3 Sales grew 91% stockholders’ equity in the form of Series “L” non- opportunities that emerge, and we are certain that During 1999, Brazil to $1,679 million pesos, voting shares, in the Mexican Stock Exchange, these opportunities will continue to arise in the future. is key in our through which we received aproximately US$60 During 1999, we will also continue focusing all our million. Most of the proceeds of these funds were efforts on being the leading live entertainment invested in projects that were key to our expansion, company in Mexico and expanding our presence into such as: the acquisition of an additional 50% in the the Spanish-speaking markets within the Americas, as operation of the Buenos Aires Zoo and the acquisition well as in Spain. compared with sales consolidation as the leading group in the live of $877 million pesos registered in 1997. entertainment industry in Latin America. of the Opera Theatre also in Buenos Aires; the develop- expected to begin during the second half of 1999 ment of the Centro de Entretenimiento Familiar y Cultural Our outlook for 1999 is highly encouraging. Brazil, We will also continue our penetration into Spain, as de las Américas in Mexico City; and the Parque El which is undoubtedly key in our consolidation as well as the Latino market in the U.S., which consists of Salitre amusement park in Bogota, Colombia. We industry leaders in Latin America, has currently no over 30 million Spanish-speakers. expect that most of these investments will generate vertically-integrated group like CIE. During the first stronger cash flows during 1999 and 2000. months of 1999 we initiated operations in that We are grateful to our shareholders for your confidence, important market, through the formation of strategic which jointly with everyone’s effort at CIE, has made of with the horse racetrack and a sportsbook. Also, beginning in 2000, we expect to inaugurate a cultural We are confident that we have positioned ourselves to alliances with local partners that will contribute us today a leading Mexican company with an inter- entertainment center and shopping walk at this continue the rate of controlled growth, through a experience and market knowledge in the various national presence, based on the professionalism of our location with restaurants and various entertainment deeper management team, focused on maximizing on entertainment businesses in the region. staff, coupled with a clear and strategic business vision. choices. This would also include the first exhibition and convention center of this type in Mexico City, together with a luxury hotel. In order to ensure the success of this ambitious project, CIE will count on the Sincerely, participation of national and international development and/or operations experts in each of the various businesses to be included in the complex. During 1998 we successfully increased the Company’s equity held in the form of Series “L” Due to the confidence of our shareholders in CIE’s non-voting shares, in the Mexican Stock Exchange, through which present and future performance, jointly with the many participants in the Mexican Stock Exchange, during we received aproximately US$60 million. Alejandro Soberón Kuri Chairman of the Board 1998 we successfully increased the Company’s 4 5 An integrated view of entertainment The Group brings together three interdependent products and services of over 150 Triple-A advertisers business divisions: Entertainment, Commercial and that are currently managed by CIE. This is via the sale Services. of event sponsorships and signage space at venues and footbridges, as well as the sale of food, beverages Entertainment Division and promotional items at the Company’s venues The Entertainment Division, which contributed 67% and/or related events. It also does this via the sale of of CIE’s sales in 1998, is dedicated to the negotiation, rotational advertising space on the side line barriers of promotion and production of various musical soccer fields during televised soccer matches, as well concerts, theatrical and family shows, sporting events as by the promotion and organization of trade fairs and other types of live entertainment in Mexico and in and exhibitions. other major markets of Latin America, Spain and the Sales by the Entertainment Spanish-speaking United States. Through this division, Services Division CIE also operates numerous venues, such as Finally, the Company’s Service Division, which con- auditoriums, arenas, theaters and stadiums in Mexico, tributed 17% of CIE’s sales in 1998, carries out com- Colombia, Chile, Argentina and Brazil as well as puterized ticket sales for various Company and third- amusement parks in Mexico and Colombia. party entertainment events, in Mexico and throughout Latin America. The Group has also utilized its Division grew 117% to Ps. 1,125 million; Commercial Division technology and expertise for the sale of tickets, to CIE’s Commercial Division, which contributed 16% of develop and offer telemarketing and value-added CIE’s sales in 1998, offers consumers the various teleservices. Commercial Division sales grew 119% to Ps. 269 million; Revenue participation (By division, in millions of pesos as of December 1998) and Services Division sales 67% 1998 16% 17% 1,679 grew 20% to Ps. 285 million. 1997 59% 14% 27% 878 * 91% * % Increase Entertainment Commercial Services 7 A solid course: 1990-1998 During it’s nine years of existence, CIE has accomplished diverse strategies to consolidate the Group as the Latin America leader in live entertainment. CIE’s headquarters at Mexico City. 9 1998: Another year of successful operations In the theater area, CIE successfully Entertainment During 1998, a combined 5.4 million people attended 1,061 events promoted and/or produced by concluded the presentation of Walt Disney’s “Beauty and the Beast,” at the Orfeón Theater in Mexico City, CIE in Mexico, South America and Spain, among which drew over 70,000 spectators which the following concerts stand out: with a total of 420 performances. International Artists Latin Artists Andrea Bocelli Chicago Garbage Iron Maiden James Taylor The Rolling Stones The Smashing Pumpkins Yes Alejandro Fernández Alejandro Sanz El Reencuentro de Menudo El Tri Eugenia León and Ramón Vargas Grupo Límite Ricardo Arjona Sentidos Opuestos Timbiriche The Rolling Stones concert in the Foro Sol was rated as one of the most popular concerts in North America during 1998 in terms of ticket sales by the U.S. magazine POLLSTAR, published in December 1998. CIE presented in co-production with the Instituto During 1998, Nacional de Bellas Artes, at the Palacio de Bellas Artes in Mexico City, the Vienna Boys’ Choir, the a combined 5.4 million Philadelphia Orchestra, the soprano Jesse Norman and the soloist Veneti. people attended 1,061 events Among the most important events which CIE promoted and/or produced by CIE in Mexico, South America and Spain. participated in, organized and/or produced, are the following: • Teletón • Medieval Times • Ringling Brothers and Barnum & Bailey Circus • Disney On Ice with the production of Hércules • The first "Live Latin Music Festival" at the Foro Sol: two days of Latin rock groups and artists • The Gymnastics Cup ‘98 at the Palacio de los Deportes • Monster Trucks and Motocross 11 In the theater area, CIE successfully concluded the Commercial presentation of Walt Disney’s “Beauty and the Beast,” During the year, the number of advertisers managed at the Orfeón Theater in Mexico City, which drew over by the Group increased significantly to over 150 and, 70,000 spectators with a total of 420 performances. as a result, the Group remained very active as a seller Continuing its tour of Latin America, this show kicked of sponsorships and advertising space at venues; as off at the recently remodeled Opera Theater in the well as in the sales of food, beverages and pro- heart of Buenos Aires, with 45 performances by the motional items at the Company’s venues and/or Several fairs end of the year, and it is expected to continue for events. The sales of rotational advertising at soccer and exhibitions games, as well as the promotion and organization of were organized more months in 1999. Grupo Mágico was rated the 7th largest amusement park operator In addition to this, the following theatrical works were in the world. staged: Confesiones de Mujeres de 30, Tres Mujeres Among some of the most important sponsors, the following stand out: Altas, and Nosotras que nos Queremos Tanto, in Mexico City, and “Master Class” and “Antigone in American Express Bacardi Banamex Bancomer Banorte Bardahl Bimbo Cemex Coca-Cola Cruz Azul Domecq Femsa New York”. In the amusement park area, Grupo Mágico was rated This increase in attendance was stimulated by the the 7th largest amusement park operator in the world, following: by the U.S. magazine, Amusement Business, in December 1998, based on the number of attendees. during the year. trade fairs and exhibitions were also significant. Johnson y Johnson Levis Strauss Liverpool Master Card Modelo Nestlé Pascual Pepsico Philip Morris Procter & Gamble Telmex Unilever In the area of rotating advertising on the side line barriers of soccer games, at the end of 1998 CIE held the rights to 8 of the 18 soccer teams in Mexico’s First * Division , as well as those for 2 teams in the First Division “A” , which captured big audiences and ratings. • The inauguration of the Dinosaur-theme park 17 trade fairs and exhibitions were organized in Mexico at the Parque El Salitre in Bogota, Colombia. City and in other cities in Mexico, of which the following stand out: • The inauguration of Space Mountain at the Mexico City amusement park. • Auto Expo Mundial '98 at the Mexico City World Trade Center • Expo Médica Hospital • Panamerican Congress of Architects, Mexico 2000 • Metal Engineering Expo and Environmental Manufacturing in Guadalajara, Jalisco • Women's Expo in León, Guanajuato • Let's go on Vacation and Auto Expo Mundial in Monterrey, Nuevo León • The inauguration of the largest ferris wheel in Latin America, 50 meters high, at the Parque Selva Mágica in Guadalajara, Jalisco. • The inauguration of Dolphin Experience, a swimming with dolphins activity and Sky Coaster at the CiCi Water Park in Acapulco, Guerrero. 12 * and 17 out of the 18 soccer teams at edition deadline. 13 Services Entertainment has no Barriers In the computerized ticket sales area for entertain- The world markets’ globalization process, jointly with ment events, the Company registered strong results, NAFTA and other trade treaties, has forced Mexican driven mainly by sales for the various events men- companies to increase their international presence, tioned earlier, as well as the other activities deve- thus enabling them to enlarge the size of their target loped at venues affiliated to the TicketMaster system. market and diversify their risk . During 1998, the Rolling Stones concert, organized by Rock & Pop in the TicketMaster On Line, the new web site for Internet CIE-R&P ticket sales, launched during the second quarter of After identifying a potential market in the Southern 1998, experienced strong demand, with a significant Cone of Latin America, CIE commenced operations number of hits during the year: over 1.4 million as of through CIE-R&P, a successful joint venture with Rock as #1 worldwide in terms December 1998. & Pop, the largest promoter of live entertainment in of ticket sales. River Plate Stadium in Buenos Aires, was rated by U.S. magazine, Amusement Business, Argentina and Chile. This new association, in which CIE * In addition, 24 venues joined the TicketMaster system, holds a 70% stake , contributed 24% to the Group’s Beast”. This production included an extraordinary local consolidated sales in 1998. cast, and finalized the year with 45 performances. At the same time, and as one of the Company’s initial among the ones in Mexico City were the Sala Nezahualcóyotl, the Poliforum Cultural Siqueiros, 3 As a result of this association, CIE-R&P acquired and steps into Europe, CIE-R&P organized performances theaters and the Diablos Baseball Club. Outside of remodeled the Buenos Aires Opera Theater in the for David Copperfield in Madrid and Barcelona. Mexico City, the Hard Rock Live and Tres de Marzo heart of the city, which opened in November with the football stadium in Guadalajara; the Plaza Sésamo staging of Walt Disney’s musical, “Beauty and the Another move into the entertainment business in (Sesame Street) amusement park in Monterrey; and 5 Argentina was the two-stage, 100% concession large bullrings in Monterrey, Aguascalientes, Tijuana, acquisition of the Buenos Aires Zoo. In order to Puebla and Guadalajara also became affiliates. increase revenue from this operation, CIE-R&P ini- TicketMaster tiated a strategy of direct sponsorship, whereby On Line experienced a strong demand Regarding telemarketing, the Company continued animal habitats are sponsored by private companies. with 1.4 million working with several clients in Mexico City and The first companies participating in the sponsorships hits as of Monterrey, as well as in Bogota, Colombia. Among are Grupo Industrial Bimbo, a large Mexican com- them, Banco Santander’s 24-hours a day, 7-days-a- pany, and Banco Hipotecario de Buenos Aires, an week service stands out. Argentine bank. December 1998. 14 * 100% at edition deadline 15 In the Commercial Division, the two CIE-R&P radio The complex will include: • A multiple auditorium with 20,000-person capacity stations are perfect synergies with the event promotion • An electro-mechanical dinosaur-theme park, un- for various musical and cultural events, which had and production businesses: doubtedly a new and unique attraction for both young been previously held at soccer stadiums. This and old. This park already began operating in auditorium will add Bogota to CIE’s Latin American December 1998. event circuit. • An expanded amusement park, with several me- • A water park in a city surrounded by mountains and credibility, due to the popularity of its musical style chanical attractions to be developed and/or renovated, with suitable weather conditions. and market niche, featuring various local and in line with the best parks in South America. • Rock & Pop 95.9. Cutting-edge expression of Rock & Pop Argentine radio, Rock & Pop is considered the offices in leading FM station in terms of listeners and international musical talent. Argentina. Colombia: Parque El Salitre in Bogota • Bogota’s first zoo, in a city with a school-age popu- In 1968, the Mayor of Bogota decided to build a lation of 3 million. • Splendid Talk Radio. This station uses a slightly dif- children’s amusement park in the geographical center ferent programming format instead of a special con- of the city. In 1994, more than two decades after it cept for radio, where the audience participates in the was born, efforts began to expand this park, including program, discussing a variety of topics with experts, an ambitious project with various entertainment including psychologists, businessmen, and economists. options for the population. Grupo Mágico, in association with Reforestación y Parques de Colombia received, in 1998, an 18-year Spain concession from the city government to develop a unique, 30 hectare entertainment complex in a Mexico city with over 7 million inhabitants. Colombia During 1998, Grupo Mágico, in association with Reforestación y Parques de Colombia, received an 18 year concession CIE’s World Brazil* Chile Presence. *at edition deadline to develop a unique entertainment complex. 16 Argentina 17 CIE will invite strategic world-acclaimed trade fairs and exhibitions, many of partners who will contribute with their experience, operation, capital and/or which have not been able to come to Mexico due to lack of suitable facilities. special technologies. • A cultural entertainment center, where folkloric and regional events and shows will be presented, flanked 1998: a year of expansion by a wide variety of restaurants. in the Mexican market • A luxury hotel aimed at serving both the Hipódromo Publitop and the Northwest area of Mexico City, where many of Aiming to maximize on the opportunities from the most important business centers are situated. sponsorship contracts and billboard advertising, in Towards new entertainment concepts: • Horse racing. Managed efficiently and transparently, Centro de Entretenimiento Cultural and using state-of-the-art technologies and the y Familiar de las Américas experience of the best operators in the world, the In order to penetrate and become leaders in new Hipódromo de las Américas will be the main center entertainment areas, through a vertically integrated in Mexico for legal horse-race betting. June 1998, CIE acquired 75% of Publitop, S.A. de C.V., In order to carry out such project, CIE aims to in- a leader company in the sale of advertising space on vite strategic partners who will contribute with their pedestrian footbridges. structure, in 1998, Administradora Mexicana de Hipódromos, a recently-formed company and 100% • Sportsbooks for national and international sporting CIE-owned subsidiary, obtained permits and a events, including horse racing at the Hipódromo de las renewable 25-year concession to operate a racetrack Américas. These sportsbooks will be also operated in and betting books at the Hipódromo de las Américas. conjunction with world experts in the area, and will be experience, operations, capital and/or special technologies. Created in 1995, Publitop’s business strategy is based on a combined effort between the Company and public government, via which footbridges are built and In addition, another concession was obtained for the located throughout Mexico; the most important of Managed efficiently and transparently, them being situated in the heart of the Hipódromo. the Hipódromo de las Américas will be the main center in Mexico development of an entertainment center, an exhibition and convention center, and a hotel sharing the • An entertainment walk for families, which will include grounds of the race track. This concession is for 50 a mall housing cinemas, thematic restaurants and years, and is renewable for the same period. other entertainement choices, as well as attractions for legal horse-race betting. financed through the commercial use of advertising space, providing a significant urban and social benefit at the same time. The “Publitops” are advertisements with a typically high visual impact, that are located on the main for children. thoroughfares with heavy vehicle traffic in Monterrey, Situated in a Land Mark of 52 hectares right in the heart and the State of Mexico. of Mexico City, the development of this ambitious • An exhibition and convention center for the organiza- project includes various entertainment areas: tion of social events and businesses, as well as for This method of advertising is considered very effective by clients, since they are located in very highly-visible areas. 18 19 RAC Producciones: a successful This new service, which is highly successfull in the 100% integration United States, adds a further method of ticket sales for In October 1997, CIE added another key dimension to TicketMaster in Mexico, where telephone centers and its live entertainment business, through the acqui- sales points have been the traditional forms used in sition of 51% of RAC Producciones, a leader for Mexico City and Monterrey. booking and representing national artists in Mexico, as well as promoting and presenting Latin artists and In less than a year of operation, TicketMaster On Line first-class family shows, such as the Ringling Brothers has achieved impressive growth in the number of hits, and Barnum & Bailey Circus and Disney on Ice. rising to 1.4 million by December 1998 , which also * resulted in a significant increase in the number of tickets sold this way. A year later, in October 1998, CIE acquired the remaining 49% in RAC Producciones. This will allow the Company to generate important economies of scale and internal efficiencies, as well as providing greater depth to its management team by incorporating executives with great industry experience and knowledge. RAC’s full integration will make it possible to strengthen the promotion of Latin events, not only in Mexico where great flexibility is given in receding stages, but outside Mexico, particularly in the Spanishspeaking market of the United States, a market containing over 30 million Spanish speakers. TicketMaster On Line: RAC Producciones Internet ticket sales is leader in In order to provide the public with the advantage of booking and accessing, quickly and efficiently, the best entertain- managing of ment available, TicketMaster On Line was created in Latin artists. April 1998. The system makes it possible to purchase tickets to events over the Internet. 20 * and 4.2 million hits at edition deadline. Strategic business model As a live entertainment company, CIE’s business theater works, and many live forms of entertainment vision has been based on a vertically integrated which are in high demand from the various demographic model, which has allowed the Company to take max- segments of the market. imum advantage of the opportunities for collateral business synergies, themselves becoming sources The promotion and integral production of shows has of revenue. therefore generated the basis for the business model, which is composed of the following key elements: The core of this constitutes what is a fundamental element: the promotion and production of live entertainment events, including popular music concerts, both international and Latin, classical music, popular dance, special family presentations - such as circuses, • Market research for events • Negotiating and booking the event • Promotion and production • Computarized and OnLine ticketing • Operation and management of venues ice shows, shows involving special skills - sports events, The core of CIE In any case, the operation of venues benefits from the economies of scale derived from the simultaneous constitutes what is a fundamental element: management of these, where each of the distinct venues share a series of resources, technologies and experience. These venues include the following: the promotion and production of live entertainment events. • Amphitheaters • Auditoriums • Pavilions for trade fairs • Theaters • Arenas and stadiums • Exhibition centers • Amusement parks • Zoos 23 By operating these venues, CIE has had the opportunity to integrate into its model the following related businesses: Using this model, CIE • Sale of rotating billboard advertising at combines artists and their soccer stadiums. audiences, consumers and • Sale of advertising on footbridges. their favorite brands and • Sale of concessions and exclusive rights at the sites • The sale of sponsorships and marketing opportunities sellers with their buyers. operated by the Group. associated with the events and the sites operated by the Group. • Sale of food, beverage and souvenirs during events. Using this model, CIE combines artists and their audiences, consumers and their favorite brands and makes CIE unique and competitive, as its vertical sellers with their buyers. At the same time, this model integration and synergic structure become the Finally, this structure has enabled and favored the strength of its strategy and a mode of execution creation of business synergies, which complement the that has taken years to develop and is therefore model, such as: not easily replicated by potential competitors. • Telemarketing, both in and out bounds calls. • Creation, promotion, operation and sale of trade fairs and exhibitions. Entertainment Business Contents Market Research Negotiating and Booking Promotion and Production Ticketing and Distribution Consumer Venue Operation Souvenirs Food and Beverages Sponsorships Related Businesses 25 Board of Directors Associated Subsidiaries Alejandro Soberón Kuri Chairman of the Board Francisco López Riestra Director Gabriel Jaramillo Sanint Director Emilio Icaza Chávez Director Rodrigo González Calvillo Director Federico González Compeán Director José Manuel Alavez González Director Eduardo Pérez-Vázquez Secretary Executive Officers* Alejandro Soberón Kuri Chief Executive Officer Rodrigo González Calvillo Chief Operating Officer Roberto Diez de Sollano Díaz Chief Financial Officer Marcela Gómez Zalce Corporate Director of Public and Government Relations Ricardo Herrera Estrella Corporate Director of Internal Auditing Rafael Moreno Turrent Corporate Director of Business Development Alejandro R. Garza Díaz Corporate Director of the Entertainment Division Arturo Langdon Lagarrigue Corporate Director of the Commercial Division Gabriel Lecumberri Pando Corporate Director of the Services Division Alejandro Rodríguez Maurice General Counsel René Aziz Checa President, Grupo Mágico Internacional, S.A. de C.V. Francisco Alonso Olivares General Director of Publitop, S.A. de C.V. Subsidiaries José Manuel Alavez González General Director of Administradora Mexicana de Hipódromo, S.A. de C.V. Federico González Compeán General Director of MAT Theatrical & Entertainment Ltd. Daniel E. Grinbank President, CIE-R&P, S.A., Argentina George González Regional Director for Argentina, Brazil and Chile Bruce E. Moran President, Ocesa Presents, Inc., New York Federico Alamán González General Director of Ocesa Presenta, S.A. de C.V. Sergio Alamán González General Director of Concesiones de Artículos Promocionales, S.A. de C.V. Pablo Cañedo White General Director of Ocesa Deportes, S.A. de C.V. Mauricio Eichner Podgursky General Director of Teleservicios de Valor Agregado, S.A. de C.V. Alejandro García del Castillo General Director of Venta de Boletos por Computadora, S.A. de C.V. Manuel Pérez Díaz General Director of Make Pro, S.A. de C.V. Carlos Petersen Yvom Vauer General Director of Sitel de México, S.A. de C.V. René Reyes Espinoza General Director of RAC Producciones, S.A. de C.V. Mario Villa Vera General Director of Ocesa, S.A. de C.V. 26 * 27 At edition deadline Management’s discussion and incorporation of CIE-R&P, S.A. (CIE-R&P) during 1998, a joint in Mexico, the Internet ticketing service launched during the the year. Operating margin for 1998 was 20.8%, as analysis of financial condition venture between CIE and Rock & Pop, S.R.L. (R&P), the third quarter of 1998, recorded important increases in both, compared to a 21.8% operating margin recorded during and results of operations largest live rock entertainment promoter in Argentina and the number of hits and ticket sales. 1997, resulting from a Ps. 234 increase in operating ex- (All figures are expressed in millions of Pesos as of December 31, Chile. This joint venture, of which CIE owns 70%, accounted 1998, unless otherwise specified, and are prepared in accordance for 24% of CIE’s consolidated revenues in 1998; (ii) the Gross income increased 129%, to Ps. 695, which compares attributable to the operating expenses of the Company’s with Mexican GAAP. Certain amounts may differ due to rounding) revenue contributions of Grupo Mágico and RAC Produc- favorably to the Ps. 304 achieved during 1997. For the year, new subsidiaries. As a general explanation, it is worth men- ciones during 1998 were significantly higher than reported CIE recorded a 41.4% gross margin, which represents a 640 tioning that when compared to 1997, the integration of a during 1997, as both companies were consolidated in CIE’s basis points increase as compared to the 34.6% gross different mix of costs and expenses of CIE’s subsidiaries financial statements until December of that year, and margin recorded during 1997. The gross margin increase during 1998, in particular those that were recently acquired, therefore, only a certain number of their revenue days were was mainly the result of a lower percentage of costs, as resulted also in material variations in both, the gross and recorded in CIE’s financial statements at year end 1997. various efficiencies and economies of scale were achieved operating income. Sales penses. This increase in operating expenses were mainly (Thousands of pesos as of December 1998) 1,679,017 * 91% 877,511 between CIE’s workforce and the newly established 1998 1997 * % Increase The 117% revenue increase in the commercial division of subsidiaries during the joint production and promotion of Ps. 146 was due to (i) a higher volume of rotational adverti- several events. EBITDA (Thousands of pesos as of December 1998) sing on soccer fields, the promotion and organization of more trade fairs and exhibitions, as well as an increased selling of Operating income for 1998 increased 83%, to Ps. 349, as Revenues for 1998 increased 91%, to Ps. 1,679, compared event sponsorships, advertisement spaces and merchandising compared with an operating income of Ps. 191 recorded in with total revenues of Ps. 878, recorded during 1997. in Mexico and abroad, in particular Argentina; (ii) to the 1997, which is the result of the 91% revenue growth during Revenues by division were as follows: the entertainment addition of Publitop, S.A. de C.V’s, (Publitop) operations during 408,315 * 88% 217,405 1998 1997 * % Increase division increased by 117% to Ps. 1,125, the commercial 1998, in which CIE has a 75% stake, and which markets division increased by 119% to Ps. 269, and the service billboard advertising on pedestrian overpasses. Operating income division increased 20% to Ps. 285. Operating cash flow (earnings before interest, taxes, (Thousands of pesos as of December 1998) Finally, the 20% revenue increase in the services division of The 117% revenue increase in the entertainment division of Ps. 49 was mainly due to a growth in computerized ticketing Ps. 607 was mainly due to a higher volume and a greater revenues through the Ticketmaster System. This was a result depreciation and amortization “EBITDA”) increased 88%, to 349,166 Ps. 408, as compared to Ps. 217 reported during 1997. This increase is mainly due to the operating income increase * 83% diversity of events produced in Mexico and abroad, including 28 of a higher number of events during the year, jointly with various musical concerts, several cultural, sports and family important ticket-advertising revenues and new venues and events, and new theater productions, as described later in events that became affiliated with the system. In addition, it the report. In particular, it is important to mention (i) the is worth mentioning that the TicketMaster On-Line operation previously mentioned, in conjunction with a 126% increase 191,289 * % Increase 1998 1997 in depreciation and amortization during 1998, to Ps. 59, resulting from the incorporation of R&P, Publitop and Grupo Mágico’s fixed assets during the year. 29 Debt Profile Horse gain during the year, as compared to a Ps. 8 loss recorded recorded in property, plant and equipment, which mainly Racetrack in Mexico City and during 1997, as the 18.6% inflation rate for the year affected reflects the incorporation of CIE-R&P, Publitop and Grupo the El Salitre amusement park the Company’s net-liability domestic monetary position. Mágico’s fixed assets during the year, jointly with the first of Pesos Short-term 41% 35% The Americas stages of the revamping and construction of the horse in Bogota, among others. The Company recorded Ps. 47 in taxes during 1998, as Dollars & F.C.* Long-term racetrack and related facilities. In addition, it is worth men- compared with Ps. 16 in taxes during 1997, consisting tioning that some of these mainly of provisions for income tax, reflecting an increase in Other important increase of Ps. 336 was recorded in trade projects are not expected to the taxable income of the Group’s subsidiaries. The receivables, reflecting the Company’s organic and acquisi- generate significant cash- Company does not consolidate the results of its subsidiaries tion-driven growth during the year. flows until 1999-2000, and for fiscal purposes. 59% 65% * Foreign Currency For 1998, Integral Cost of Financing (ICF) increased 153%, therefore, did not contributed to EBITDA’s income dur- to a cost of Ps. 82. The principal reason for this increase ing 1998. Minority interest for the year was Ps. 18, as compared to Ps. 6 Total liability (Thousands of pesos as of December 1998) was a higher interest expense, which increased by recorded during 1997. This important increase is mainly due 164%. Accrued interest during the year was affected by a To a lesser extent, ICF was also affected by a Ps. 13 decrease to the incorporation of the previously mentioned operations Ps. 480 higher average debt during the year, to Ps. 647, in interest income, as a result of a higher portion of US during 1998, where the Company has minority partners. 1,780,541 * coupled with higher Peso interest rates. During 1998, Dollar-denominated cash balances, which are invested at interest rates in Mexico averaged 26.89% (TIIE), which much lower interest rates. from Ps. 127 million reported during 1997, driven by the compared unfavorably with the average interest rates of 1998 1997 * % Increase Offsetting these effects, during 1998 the Company recorded important revenue and operating income increases as a Ps. 60 exchange currency gain. Just for the fourth quarter of explained earlier, which were partially offset by a higher ICF The increase in the Company’s debt is the result of CIE’s 1998, CIE recorded an exchange currency gain of Ps. 45, and by the profit sharing to minority partners, as mentioned Total liabilities at December 31, 1998 were Ps. 1,781, a strategy to finance its working capital needs through a mix of mainly driven by an accounting adjustment made by the in the past paragraph. 171% increase as compared with total liabilities at debt coupled with the issuance of equity in the capital Company’s auditors in connection with CIE’s local exchange markets, in order to support its organic and new-operations currency position during the second half of the year. To a Balance sheet Ps. 830 increase in short-term and long-term bank loans, as growth. The use of proceeds of this debt was reflected in lesser extent, a volatile exchange rate during the year, which CIE’s total assets at December 31, 1998 were Ps. 3,560, a result of the Company’s strategy to finance its working material increases in fixed and deferred assets, including went from 8.07/US Dollar at December 31, 1997 to 9.94/US 136% higher as compared with total assets of Ps. 1,508 at capital needs through debt and the issuance of equity as pre-operational investments, from which it is important to Dollar at December 31, 1998, positively affected the December 31, 1997. As a result of the Company’s use of mentioned above. During the fourth quarter of 1998, the highlight the 70% acquisition of R&P including The Buenos Company’s average domestic US dollar net asset position. proceeds in connection to its debt and equity issuances as Company raised a Dollar-denominated long-term loan of Aires Zoo and the Teatro Opera, coupled with the development In addition, CIE’s result in monetary position was a Ps. 11 previously explained, a Ps. 447 increase in assets was US$ 50 million (equivalent to Ps. approximately Ps. 500). 21.89% during 1997. 30 656,851 Net income for the year increased 16% to Ps. 148 million, 171% December 31, 1997. This increase was primarily due to a 31 The Company’s stockholders’ equity increased by 109% Financial Statements Stockholders’ equity (Thousands of pesos as of December 1998) to Ps. 1,779 at December 31, 1998, as compared to stockholders’ equity recorded during 1997. This important 1,779,379 increase was mainly due to (i) the Ps. 148 net income for * 109% the year; and (ii) a Ps. 554 increase in “premium on issu851,620 ance of capital stock”, recorded after the public offering of “L” non-voting shares in the Mexican Stock Exchange, through 1998 1997 * % Increase CORPORACION INTERAMERICANA DE ENTRETENIMIENTO, S.A. DE C.V. AND SUBSIDIARIES which the Company raised approximately US$ 60 million. Consolidated Financial Statements December 31, 1998 (With comparative balances for 1997) Contents 32 Statutory and independent auditors’ report 34 Consolidated financial statements 36 Notes to the consolidated financial statements 41 Alejandro Torres Hernández Certified Public Accountant To the General Shareholders Meeting of Corporación Interamericana de Entretenimiento, S.A. de C.V. I, the undersigned, as statutory auditor and in compliance with the dispositions of Article 166 of the Ley General de Sociedades Mercantiles (General Business Corporations Act) and Corporación Interamericana de Entretenimiento, S.A. de C.V., Bylaw, hereby submit to you my opinion on the truthfulness, sufficiency and reasonability of the information the Board of Directors has presented to you related to this Corporation´s operation during the year ended on December 31, 1998. The Board of Directors and Stockholders Corporación Interamericana de Entretenimiento, S. A. de C. V.: (Mexican pesos of constant purchasing power as of December 31, 1998) The attached financial statements have been prepared under the laws and regulations applicable to the corporation as an independent legal entity: therefore investment in subsidiaries´ capital stock has been valued following the equity method. Separated are presented the consolidated financial statements wich, on the same date, have an accountant’s report without exception. We have examined the accompanying consolidated balance sheet of Corporación Interamericana de Entretenimiento, S. A. de C. V. and Subsidiaries as of December 31, 1998, and the related consolidated statements of income, stockholders’ equity and changes in financial position for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of certain consolidated subsidiary companies were audited by other independent auditors. The financial statements of these subsidiaries reflect total assets and total revenues constituting 8% and 36% as of December 31, 1998 of the related consolidated totals. The parent company´s investment in these subsidiaries amounts to $264,487,163 as of December 31, 1998 and its share in their net income is $82,312,694 for the year then ended. Our opinion expressed herein, insofar as it relates to the amounts included for such subsidiaries, is based solely upon the reports of the other auditors. The consolidated financial statements as of December 31, 1997 were audited by other independent auditors, who issued an unqualified opinion dated March 31, 1998. In my opinion, the accounting and reporting criteria and policies applied by the Corporation and considered by managers in preparing the reports presented by them to this Meeting, are both adequate and sufficient and have been applied consistently with the prior fiscal year. Therefore, such financial information reflect in a truthful sufficient and reasonable way the financial situation of Corporación Interamericana de Entretenimiento, S.A. de C.V., as of December 31, 1998, the results of its operations, the changes on the stockholders’ equity and changes in financial position for the year then ended, in accordance with the accounting principles generally accepted in Mexico. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit consists of examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. I have attended the Shareholders Meeting and Board of Directors Meeting to which I have been duly convened, and obtained from both director and managers the operation information, documents and records I considered necessary to review. My revision has been made in accordance with the generally accepted audit standards in Mexico. ALEJANDRO TORRES HERNANDEZ C.P.A. STATUTORY AUDITOR In our opinion, based upon our audits and the reports of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Corporación Interamericana de Entretenimiento, S. A. de C. V. and Subsidiaries as of December 31, 1998, and the results of their operations, the changes in their stockholders’ equity, and the changes in their financial position for the year then ended, in conformity with generally accepted accounting principles in Mexico. KPMG CARDENAS DOSAL, S. C. Mexico, D.F. April 25, 1999 Mario Fernández Dávalos April 25, 1999. 34 35 Corporación Interamericana de Entretenimiento, S.A. de C.V. and Subsidiaries Consolidated Balance Sheet December 31, 1998 Corporación Interamericana de Entretenimiento, S.A. de C.V. and Subsidiaries Consolidated Statement of Income (With comparative balances for 1997) (Mexican pesos of constant purchasing power as of December 31, 1998) Year ended December 31, 1998 (With comparative balances for 1997) (Mexican pesos of constant purchasing power as of December 31, 1998) Assets Current assets: Cash and temporary investments Accounts receivable, net (note 4) Accounts receivable, net (note 4) Inventories (note 6) Prepaid expenses Deferred costs Total current assets Property, machinery and equipment, net (note 7) Deferred charges: Rights, patents and trade mark, less Accumulated amortization of $1,338,050 in 1998 and $1,117,363 in 1997 Deposits Other, net (note 8) Crédito mercantil, neto (nota 9) Concession Administradora Mexicana de Hipódromo, S.A. de C.V. (note 15) 1998 1997 $ 233,371,096 584,340,160 227,391,160 10,286,445 13,930,060 309,003,656 ______________ 169,518,663 218,272,494 – 6,662,202 – 217,204,985 ______________ 1,378,322,577 ______________ 611,658,344 ______________ 1,069,737,552 ______________ 622,674,202 ______________ Liabilities and stockholders' Equity Current liabilities: Bank loans (note 10) Current maturates of long-term debt (note 10) Accounts payable Other payables Advances from customers Other taxes payable Income tax payable Employees' statutory profit sharing payable Accounts payable to related parties (note 5) Deferred revenue Total current liabilities 1998 1997 $ 340,730,031 80,725,178 49,166,000 191,136,823 232,203,567 850,687 49,583,152 – 9,156,617 75,089,016 59,801,225 _ 33,148,814 11,254,368 663,009 79,530 21,562,015 113,835,962 ______________ 999,731,246 – 55,027,811 ______________ 324,282,559 1998 Service revenue Cost of services 877,511,411 573,882,459 __________________ 695,108,475 303,628,952 Operating income 345,942,378 ____________________ 112,339,936 __________________ 349,166,097 ____________________ 191,289,016 __________________ Comprehensive financing income (cost): Interest income Interest expense Foreign exchange gain (loss), net Bank commissions Monetary position gain (loss) 37,536,752 (186,187,770) 60,286,318 (4,279,608) 10,532,044 50,367,819 (69,416,506) (2,600,383) (2,849,798) (7,980,749) Comprehensive financing cost, net (82,112,264) ____________________ (32,479,617) __________________ Other income (expenses): 1,141,931 59,236,539 445,692,063 605,789,436 1,214,708 4,982,585 267,795,509 145,348 – ______________ 1,111,859,969 – ______________ 274,138,150 Long-term debt, net of current maturities (note 10) Other payables Total liabilities Negative goodwill (note 9) Stockholders' equity (note 12): Majority interest: Capital stock Additional paid-in capital Convertible debt (note 11) Retained earnings Total majority interest Minority interest Total stockholders' equity 733,585,362 47,224,263 ______________ 207,290,383 125,277,968 ______________ Gain on sale of stock of subsidiary companies (note 14) 1,780,540,871 ______________ 656,850,910 ______________ Loss on marketable securities, net 3,465,889 ______________ – ______________ ______________ ______________ $3,559,920,098 1,508,470,696 ______________ ______________ ______________ ______________ Other expenses, net Income before taxes, employees' statutory profit sharing, extraordinary items and minority interest 11,026,525 800,872,329 314,422,810 377,169,031 ______________ 9,950,000 246,750,229 314,775,359 229,148,516 ______________ 1,503,490,695 272,422,643 ______________ 800,624,104 50,995,682 ______________ 1,775,913,338 851,619,786 Commitments and contingencies (notes 17 and 18) Income tax (note 13) Tax on assets (note 13) Employees' statutory profit sharing (note 13) The accompanying notes are an integral part of these consolidated statements. 16,220,257 (30,508,697) Extraordinary items: Benefit from tax loss carryforwards (note 13) Other Minority interest Net income – (12,011,702) __________________ (54,168,225) ____________________ 54,201,414 __________________ 212,885,608 ____________________ 213,010,813 __________________ 71,701,932 182,813 663,009 ____________________ 15,870,024 79,530 75,897 __________________ 72,547,754 ____________________ 16,025,451 __________________ 140,337,854 196,985,362 25,202,288 – ____________________ Income before minority interest ______________ ______________ $3,559,920,098 1,508,470,696 ______________ ______________ ______________ ______________ 66,213,116 (39,879,785) ____________________ Income before extraordinary items and minority interest Earnings per share (note 16): Basic Diluted 36 1,679,017,263 983,908,788 ____________________ $ Gross profit Operating expenses 1997 165,540,142 (17,519,627) ____________________ $ 148,020,515 ____________________ ____________________ – (64,118,807) __________________ 132,866,555 (5,554,065) __________________ 127,312,490 __________________ __________________ 1.02 0.98 1.12 ____________________ ____________________ 1.01 __________________ __________________ $ The accompanying notes are an integral part of these consolidated statements. 37 Corporación Interamericana de Entretenimiento, S.A. de C.V. and Subsidiaries Statement of Stockholders' Equity Year ended December 31, 1998 (With comparative balances for 1997) (Mexican pesos of constant purchasing power as of December 31, 1998) Common stock Issued Balances at December 31, 1996 $ Unpaid 10,165,563 Additional paid-in capital Total (409,462) Convertible debt Total majority interest Retained earnings Total stockholders’ equity Minority interest 9,756,101 237,955,899 – 101,836,026 349,548,026 23,407,944 372,955,970 Payment of common stock (note 12) – 193,899 193,899 8,794,330 – – 8,988,229 – 8,988,229 Convertible debt (note 11) – – – – 314,775,359 – 314,775,359 – 314,775,359 Inflation adjustement of investments and other transactions relating to minority interest – – – – – – – 22,033,673 22,033,673 – –––––––––––––– – –––––––––––––– – –––––––––––––– – –––––––––––––– – –––––––––––––– 127,312,490 –––––––––––––– 127,312,490 –––––––––––––– 5,554,065 –––––––––––––– 132,866,555 –––––––––––––– 9,950,000 246,750,229 314,775,359 229,148,516 800,624,104 50,995,682 851,619,786 210,305 210,305 5,947,947 – – 6,158,252 – 6,158,252 5,258 – – – – – – – 865,339 547,822,485 – – 548,687,824 – 548,687,824 – – – – Net income Balances at December 31, 1997 10,165,563 Payment of common stock (note 12) – Decrease in common stock (note 12) (5,258) Increase in common stock (note 12) 938,184 Conversion debt (note 11) (215,563) (72,845) 881 – 881 351,668 – – – – – – – 203,907,334 203,907,334 Net income – –––––––––––––– – –––––––––––––– – –––––––––––––– – –––––––––––––– – –––––––––––––– 148,020,515 –––––––––––––– 148,020,515 –––––––––––––– 17,519,627 –––––––––––––– 165,540,142 –––––––––––––– Balances at December 31, 1998 $ 11,099,370 –––––––––––––– –––––––––––––– (72,845) –––––––––––––– –––––––––––––– 11,026,525 –––––––––––––– –––––––––––––– 800,872,329 –––––––––––––– –––––––––––––– 314,422,810 –––––––––––––– –––––––––––––– 377,169,031 –––––––––––––– –––––––––––––– 1,503,490,695 –––––––––––––– –––––––––––––– 272,422,643 –––––––––––––– –––––––––––––– 1,775,913,338 –––––––––––––– –––––––––––––– Inflation adjustment of investing and other transactions relating to minority interest (352,549) The accompanying notes are an integral part of these consolidated statements. 38 39 Corporación Interamericana de Entretenimiento, S.A. de C.V. and Subsidiaries Consolidated Statements of Changes in Financial Position Corporación Interamericana de Entretenimiento, S.A. de C.V. and Subsidiaries Notes to Consolidated Financial Statements Year ended December 31, 1998 (With comparative balances for 1997) (Mexican pesos of constant purchasing power as of December 31, 1998) December 31, 1998 (With comparative balances for 1997) (Mexican pesos of constant purchasing power as of December 31, 1998) 1998 Operating activities: Income before extraordinary items, net of minority interest Interest not requiring resources: Depreciation and amortization Amortization of goodwill Minority interest Funds provided by operations 1997 Funds (used in) provided by operating activities, before extraordinary items Extraordinary items Funds (used in) provided by operating activities Financing activities: Bank loans Increase in common stock Capital contribution Additional paid-in capital Minority interest Convertible debt Funds provided by financing activities Investing activities: Acquisition of property, machinery and equipment, net Rights, patents and trademark Deposits Other assets, net Goodwill Negative goodwill Funds provided by financing activities Increase in cash and temporary investments Corporación Interamericana de Entretenimiento, S.A. de C.V. (CIE, or the 122,818,227 191,431,297 59,148,686 6,087,415 17,519,627 ____________________ 26,115,931 390,235 5,554,065 __________________ organization and acquisition of Mexican and foreign companies, through 205,573,955 223,491,528 Entertainment – Production and promotion of live entertainment and $ Company) is a holding company engaged in the incorporation, which it performs the following activities: In 1997, the Company acquired 50% of the shares of Grupo Mantenimiento de Giros Comerciales Internacional, S.A. de C.V., a company that operates amusement parks. Also in 1997, the Company sold 49% of its interest in Grupo Sitel de México, S.A. de C.V. (formerly Grupo de Comercialización Integrada, S.A. de C.V.) to Sitel Corporation, in order to benefit from Sitel Corporation’s experience in the industry. activities, including: concerts, theater productions, sports and other Net changes in operating assets and liabilities: Accounts receivable Related parties, net Inventories Prepaid expenses Deferred costs Accounts payables Other payables Advances from customers Other taxes payable, net Income tax payable Employees' statutory profit sharing Deferred revenue (1) Description of business and salient events: (366,067,666) (205,829,145) (3,624,243) (13,930,060) (91,798,671) 116,047,807 94,348,637 850,687 16,434,338 (11,254,368) 583,479 58,808,151 ____________________ (199,857,099) (28,503,207) – (5,506,752) (122,231,063) – 36,714,124 101,589,340 (34,311) (29,873,211) 16,018,971 79,530 (3,880,886) __________________ 187,864,063 25,202,288 ____________________ (64,118,807) __________________ (174,654,811) ____________________ 123,745,256 __________________ 826,309,215 1,075,644 – 553,770,432 203,907,334 – ____________________ 221,498,453 – 193,899 8,794,330 22,033,673 314,775,359 __________________ 1,585,062,625 ____________________ 567,295,714 __________________ (505,991,349) (147,910) (54,253,954) (177,896,554) (611,731,503) 3,465,889 ____________________ (298,731,766) 216,366 (402,418) (236,905,298) – – __________________ (1,346,555,381) ____________________ (535,823,116) __________________ events in Mexico and Latin America. (2) Significant accounting policies: Commercial – Commercialization, arrangements with event sponsors, Significant accounting policies and practices used by the Company and its subsidiaries in the preparation of the accompanying financial statements are described below: sales of advertising signs, sales of use rights in advertising media, promotion and organization of fairs and expositions, sales of food, beverages and promotional goods at events. Services – Ticket sales through automated reservation systems and telemarketing services for telephone transactions. Horse Racetrack – Operation of horse racetrack and related gambling activities at the Hipódromo de las Américas, using the system "Libro 155,217,854 At beginning of year 169,518,663 ____________________ 14,300,809 __________________ At end of year $ 233,371,096 ____________________ ____________________ 169,518,663 __________________ __________________ Cash: The National Consumer Price Index (NCPI) used to recognize the effects of inflation on the financial information was as follows: Foráneo" (Foreign Book); installation and operation of supplementary facilities, including hotel, convention center and entertainment complex. CIE’s administrative, financial and advertising services are provided December 31 NCPI Index Inflation % 1998 275.038 18.61 through its subsidiary Servicios Corporativos CIE, S.A. de C.V. and 1997 231.886 15.72 subsidiaries. 1996 200.388 27.70 During 1998, the Company acquired a majority ownership in the following companies: - 63,852,433 a. Financial statement presentation – The accompanying financial statements include the recognition of the effects of inflation on the financial information and are expressed in Mexican pesos of constant purchasing power as of the most recent balance sheet date. Clemente Lococo, S.A., which operates the Teatro Opera in Buenos Aires, and Jardín Zoológico de la Ciudad de Buenos Aires, S. A., which operates the zoo of Buenos Aires. b. Principles of consolidation – The consolidated financial statements include the assets, liabilities and results of operations of the Company and those subsidiaries in which the Company owns more than 50% of the capital stock and/or has control. and presentation of Latin artists in Mexico. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidation was based on the audited financial statements of the issuing companies, which have been prepared in accordance with uniform accounting policies. - Publitop, S.A. de C.V., engaged in advertising in public walk bridges. The following are the principal subsidiaries: - Servicios de Alimentos y Bebidas Especializados, S.A. de C.V., - Rac Producciones, S.A. de C.V., which main activity is the promotion engaged in the sale of food and beverages. Also, during 1998 the Company received a concession from the Federal government to operate the Hipódromo de las Américas, a horse racetrack (see note 15). Operations are expected to start in late 1999. Sub-holdings: CIE Internacional, S. A. de C. V. Operadora de Centros de Espectáculos, S. A. de C. V. Servicios Corporativos CIE, S. A. de C. V. Grupo Sitel de México, S. A. de C. V. The accompanying notes are an integral part of these consolidated statements. 40 41 Entertainment division: Mexico Ocesa Anfiteatro, S.A. de C.V. Inmobiliaria de Centros de Espectáculos, S.A. de C.V. Rac Producciones, S.A. de C.V. Ocesa Deportes, S.A. de C.V. Nuvisión, S. A. de C. V. Grupo Mantenimiento de Giros Comerciales Internacional, S.A. de C.V. Show Off, S.A. de C.V. Ocesa Presenta, S.A. de C.V.. Promodeportes, S.A. (1) Genera Music, S.A. de C.V.. Grupo TVP, S.A. de C.V. (1) Ocesa Films, S.A. de C.V. Cerem, S.A. de C.V. Operadora Nacional de Parques Recreativos, S.A. de C.V. Promotodo México, S.A. de C.V. (1) Grupo CIE Argentina, S.A. de C.V. Argentina CIE R & P, S.A. Ezeiza Flora y Fauna, S.A. Clemente Lococo, S.A. A. L. N., S.A. Jardín Zoológico de la Ciudad de Buenos Aires, S.A. Empresa Gastronómica Argentina, S.A. Radiodifusora de Buenos Aires, S.A. D.G. Producciones, S.A. Commercial division: Mexico Concesiones de Artículos Promocionales, S.A. de C.V. Make Pro, S.A. de C.V. Unimarket, S.A. de C.V. (1) Reed Exhibition Companies, S.A. de C.V. Reed Services Company, S.A. de C.V. Publitop, S.A. de C.V. (formerly Impulsora Mexicana de Servicios Comerciales, S.A. de C.V.) Stáctika, S.A. de C.V. Autoexpo, Asociación en Participación Servicios de Alimentos y Bebidas Expecializados, S.A. de C.V. Corporación de Medios Integrales, S.A. de C.V. (1) Horse track división: (1) (1) These companies had no operations in 1998. c. Foreign currency transactions and translation of foreign subsidiaries – Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the dates of their execution or settlement. Foreign currency assets and liabilities are translated at the exchange rates in force at the balance sheet date. Exchange differences resulting from assets and liabilities denominated in foreign currencies are carried to operations for the year as a part of the comprehensive financing income or cost. (1) Other countries Ocesa Presents, Inc. North of Border, Inc. Mat Theatrical Entertainment Reforestación y Parques, S.A. Castle of Stone, LLC In 1998, the financial statements of foreign subsidiaries were translated into Mexican pesos substantially using the exchange rates in force at the balance sheet date for assets and liabilities, and the exchange rates in force as of the date of the individual transactions for income and expenses. Through 1997, the Company held an insignificant investment in the United States. Services division: d. Cash and temporary investments – Cash and temporary investments include fixed income marketable securities investments with original maturities of three months or less. Investments in marketable securities are stated at the lower of cost plus accrued interest or net realizable value. Gains or losses resulting from changes in market values and the effects of inflation are included in the accompanying statements of income as part of the comprehensive financing income or cost. Mexico Venta de Boletos por Computadora, S.A. de C.V. Serinem México, S.A. de C.V. e. Inventories and costs of sales – Inventories are stated at the lower of cost or market value. Cost is based on average cost updated for inflation based on NCPI indices. 42 Cost of sales is updated for inflation based on NCPI indices, which are applied to the original cost at the time of the sale. f. Deferred costs – Deferred costs include payments and deposits, advertising costs and other costs related to future events. These costs are expensed when the events take place. g. Property, machinery and equipment – Property, machinery and equipment identified as sourced abroad are updated using inflationary indices and the rates of exchange of the related countries. Those sourced domestically are updated using the inflation factor for the year derived from the NCPI. Other Sitel de Colombia, S.A. Administradora Mexicana de Hipódromo, S.A. de C.V. Chile Interocesa, S.A. Servicios Gastrochile, S.A.(1) Anfiteatros Chilenos, S.A. (1) Radiodifusora Chile, S.A. (1) D. G. Medios y Producciones, S.A. Seres, Ltda. (1) CIE R & P Chile, S.A. (1) Servicios Generales Chile, S.A. (1) Music Show, S.A. (1) ALN Chilena, S.A. (1) Incodep, Ltda. (1) Segeped, Ltda. (1) Brazil CIE R & P Brasil, S.A. (1) D. G. Producciones Brazil, Ltda. (1) Operadora de Inmuebles Paulista, Ltda. Servicios Compartidos en Factor Humano, S.A. de C.V. Servicios Corporativos CIE, S.A. de C.V. Grupo Sitel de México, S.A. de C.V. (formerly Grupo de Comercialización Integrada, S.A. de C.V.) Servicios Compartidos en Factor Humano Hipódromo, S.A. de C.V. Teleservicios de Valor Agregado, S.A. de C.V. Net comprehensive financing cost and pre-operating costs related to fixed assets under construction are capitalized as part of the cost of such assets. The comprehensive financing costs were determined using the weighted average interest rate on outstanding loans. The amounts capitalized are updated based on NCPI inflationary indices. The Company has capitalized comprehensive financing costs (income) aggregating ($2,896,770) and $4,000,000 as of December 31, 1998 and 1997, respectively. Depreciation of property, machinery and equipment is calculated using the straight-line method, based on the estimated useful lives of the related assets as determined by the Company. See note 7 for annual depreciation rates. h. Rights, patents and trademarks – Rights, patents and trademarks are updated based on indexes derived from the NCPI. They are amortized on a straight-line basis over the life of the related contracts. i. Preoperating expenses – Preoperating expenses are updated based on indices derived from the NCPI. They are amortized on a straightline basis over the related concession period, beginning when the related companies commence operations (see note 8). j. Other assets – Other assets are updated based on indexes derived from the NCPI and will be amortized straight-line beginning in 1999, over 20 years (see note 8). k. Goodwill and negative goodwill – Represent the excess of the purchase price over the book value of the acquired shares of the subsidiary companies as of the date of acquisition and vice-versa, respectively. These items are updated based on indices derived from the NCPI. Debit balances are amortized straight-line over twenty years, beginning in the year following that in which they arise, while credit balances are amortized over five years (see note 9). l. Concession – The concession represents the right to operate the horse races and the related gambling operations at the Hipódromo de las Américas, as well as the use of the property for commercial activities. The concession will be amortized using the straight-line method over 25 years for the horse track operations and 50 years for the property, and amortization will begin in the year in which operations start (see note 15). m. Income tax (IT) and employees’ statutory profit sharing (ESPS) – IT and ESPS expenses include the amounts payable and, in addition, recognize the effects on IT and ESPS of significant timing differences between book and taxable income on which it may reasonably be estimated that a tax benefit or liability will arise over a defined period. Other differences are recognized when realized. n. Deferred revenue – Deferred revenue represents income on events which will be recognized on the date of the events. Revenues on advance ticket sales are recorded as deferred revenue until the date of the event. Other revenue not related to a specific event is recorded as deferred revenue and amortized straight-line over the life of the related contract. o. Seniority premiums and severance payments – Seniority premiums to which employees may be entitled upon retirement after fifteen or more years of service, in accordance with the Mexican Labor Law, have not been recognized as costs of the years in which services are rendered. The related liability is not significant based on management’s estimates. Other compensation to which employees may be entitled, in the event of dismissal, disability or death are expensed when paid. p. Effects of inflation on capital stock, convertible debt, additional paidin capital and retained earnings – Capital stock, convertible debt, additional paid-in capital and retained earnings are adjusted using the NCPI, which measures the cumulative inflation from the dates on which the capital stock and convertible debt was issued and from the dates retained earnings arose through the most recent balance sheet date. The resulting amounts express stockholders’ equity in constant purchasing power. q. Monetary position gain or loss – Monetary position gain or loss is computed based on the net difference between monetary assets and liabilities at the beginning of each month by applying the NCPI to determine the monetary gain or loss for the period derived from inflation. The net results obtained using this method represent the gain or loss on the monetary position for the year as a result of inflation. r. Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. s. Reclassifications – Certain line items in the 1997 financial statements were reclassified to make them comparable to the presentation adopted in 1998. 43 (3) Foreign currency exposure: (4) Accounts receivable: The assets and liabilities denominated in foreign currency as of December 31, 1998 and 1997 were as follows: Accounts receivable consist of the following: Thousands Liabilities Current assets 1998 U.S. dollars Argentinean pesos Colombian pesos Chilean pesos 23,118 78,531 19,111,455 947,670 1997 U.S. dollars 3,342 Current 11,545 27,145 5,369,818 444,075 Assets (liabilities) net Long-term 50,000 14,546 3,703,746 – 6,140 – (38,427) 36,840 10,037,891 503,595 U.S. dollars Argentinean pesos Colombian pesos Chilean pesos 9.9395 9.9395 0.0064 0.0210 1997 9.9836 9.9836 0.0063 0.0200 Thousands of U.S. dollars Total $ 1,549 3,887 288 10 – 250 – – 1,549 4,137 288 10 $ 5,734 250 5,984 The following is a summary of transactions entered into with companies in foreign countries, excluding machinery and equipment imports, for the years ended December 31, 1998 and 1997: Imports Exports 44 Thousands of U.S. dollars Other currencies in thousands of U.S. dollars 1998 1998 1,055 1,021 1997 7,754 – 46,573 36,508 Carried forward Brought Forward Ticket Master Colombia Grupo de Mantenimiento de Giros Comerciales Internacional, S.A. de C.V. Venta de Boletos por Computadora, S.A. de C.V. Promotodo, S.A. de C.V. Interocesa, S.A. Mat Theatrical Entertainment Other Country of origin of machinery and equipment: England United States Germany Italy 123,186,865 – 33,335,423 1,307,898 60,442,308 588,030,728 218,272,494 3,690,568 – 584,340,160 218,272,494 1998 Receivable Publisport, S.A. de C.V. Grupo TVP, S.A. de C.V. CIE R & P, S.A. Ticket Master Corp. Ticket Master Argentina Additionally, as of December 31, 1998, the Company had the following foreign, non-monetary assets whose replacement cost can only be determined using foreign currencies. Foreign 228,354,789 26,953,617 44,327,699 1,102,696 287,291,927 Balances receivable from and payable to related parties as of December 31, 1998 are as follows: As of December 31, 1998, the Company did not have any foreign exchange risk hedging instruments. Mexico $ 1997 (5) Related party balances and transactions: 1999 8.0681 8.0681 0.0067 0.0217 $ Less allowance for doubtful accounts (2,798) The exchange rates as of December 31, 1998 and 1997, and as of April 25, 1999 are as follows: 1998 Customers Recoverable income tax Recoverable value added tax Recoverable value tax on assets Other receivables 1998 Payable Grupo Mágico Internacional, S.A. de C.V. Publitop, S.A. de C.V. RAC Producciones, S.A. de C.V. Other $ 51,750,000 24,469,268 89,394,080 11,678,100 22,453,803 $ 199,745,251 $ 199,745,251 7,820,291 11,500,000 4,596,918 2,147,620 1,075,724 487,036 18,320 $ 227,391,160 $ 13,915,069 7,350,000 71,608 225,338 $ 21,562,015 1997 – – 45 (8) Other assets: Segment information Net sales Operating income Total assets Other assets consist of the following: 1998 Commercial Entertainment Services $ Eliminations Consolidated total $ 1997 1998 1997 331,066,480 1,282,803,607 506,574,430 243,977,310 495,979,545 329,745,840 79,852,637 177,851,940 91,461,520 52,504,320 107,088,373 31,696,323 375,286,586 10,109,417,717 561,802,236 2,120,444,517 (441,427,254) 1,069,702,695 (192,191,284) 349,166,097 – 191,289,016 – 11,046,506,539 (7,486,586,441) 349,166,097 191,289,016 3,559,920,098 1,679,017,263 877,511,411 1998 Preoperating expenses Capitalized costs Prepaid expenses Prepaid interest Estimated future tax penalties Other 1997 253,840,800 138,488,133 35,856,624 147,466 – 77,105,066 – – – 17,359,040 2,447,510 188,242,933 $ 445,692,063 267,795,509 $ (6) Inventories: Inventories consist of the following: 1998 Promotional materials Food and beverage Office supplies Maintenance supplies Marketing supplies Souvenirs and prizes Tickets Other $ $ 1997 1,766,165 1,829,994 1,849,719 1,401,171 378,473 1,331,816 220,576 1,508,531 1,528,697 – 483,327 1,501,046 – – 207,140 2,941,992 10,286,445 6,662,202 (9) Goodwill and negative goodwill: As of December 31, 1998 and 1997, goodwill and negative goodwill are summarized as follows: 1998 (7) Property, machinery and equipment: The investment in property, machinery and equipment is as follows: 1998 Land Buildings Leasehold improvements Games, rides and attractions Amusement park equipment $ 1997 55,880,805 178,598,852 475,206,550 131,240,858 5,847,085 – 135,420,726 295,970,942 – – Carried forward $ 846,774,150 431,391,668 Brought forward $ 846,774,150 431,391,668 178,898,907 86,063,818 19,547,318 3,343,436 11,455,531 32,526,180 130,904 15,317,517 182,375,607 39,292,638 20,788,383 – 8,772,109 – 1,236,600 419,652 1,194,057,761 684,276,657 124,320,209 61,602,455 $ 1,069,737,552 622,674,202 Annual depreciation rate – 5% 5% 2.5% 10% Grupo Mantenimiento de Giros Comerciales Internacional, S.A. de C.V. Operadora de Centros de Espectáculos, S.A. de C.V. Servicios de Alimentos y Bebidas Especializadas, S.A. de C.V. Publitop, S.A. de C.V. Rac Producciones, S.A. de C.V. Grupo TVP, S.A. de C.V. Clemente Lococo y Jardín Zoológico de la Ciudad de Buenos Aires $ Less accumulated amortization $ Machinery and office equipment Computer equipment and peripherals Radio and communication equipment Billboard and related structural equipment Transportation equipment Construction in progress Other Advances to suppliers Less accumulated depreciation 46 10% 25% and 30% 10% 14% to 33% 20% and 25% 1997 78,197,744 – – 1,167,343 8,695,071 31,736,839 27,555,821 58,180,577 – – – – 407,365,451 – 611,731,503 1,167,343 5,942,067 1,021,995 605,789,436 145,348 Negative goodwill: 1998 Grupo Mágico Internacional, S.A. de C.V. $ 3,465,889 1997 – 47 (10) Bank loans: (11) Convertible debt: Short-term debt is summarized by currency as follows: On June 6, 1997, the Company issued 2,500,000 notes compulsory convertible into series "L" shares with a par value of $$100 per share for a total value of $314,775,359 ($250,000,000 historical). Since the notes will be converted into equity, the principal received for these notes was included in stockholders’ equity. U.S. dollars $ Mexican pesos Colombian pesos $ 1998 1997 33,614,000 80,725,178 291,202,031 – 15,914,000 – 340,730,031 80,725,178 b. At the Ordinary Stockholders’ meeting held on February 27, 1998, the shareholders agreed to reduce issued capital in the amount of $5,258 by cancelling 30,000 treasury shares. In order to perform all of the necessary functions to convert the debt and to provide an irrevocable offer to convert the debt, the Company is obligated to deposit 7,150,000 series "L" treasury shares with S.D. Indeval, S. A. de C. V., as trustee. Rights of creditors: Long-term debt is summarized as follows: Average 1998 Unsecured bank loans, 1999 to 2001 $ Note payable, 1997 to 2000 – For each note, the creditor will have the right to receive 2.5 series "L" shares. Average Mexican interest Foreign interest currency rate currency rate Total 21,185,000 TIEE+4 514,156,000 LIBOR+9 535,341,000 150,000,000 TIEE+2 59,637,000 LIBOR+3 209,637,000 Unsecured South American bank loans, 1998 to 2001 – – 14,693,362 DTF+2.5 14,693,362 – – 23,080,000 DTF+2.5 23,080,000 Mortgage South American bank loan, 1999 to 2000 171,185,000 611,566,362 782,751,362 5,176,000 43,990,000 49,166,000 $ 166,009,000 567,576,362 733,585,362 Less current maturities – Beginning June 6, 1998, creditors can request the conversion of their shares on a quarterly basis. – Beginning December 1997, interest will be paid semi-annually at an annual rate of 12%, before taxes. – If, upon maturity, the value of the series "B" shares is less than $40, an additional $4 premium per share will be paid in cash. The convertible notes mature on June 6, 1999. During 1998, 2,800 notes were converted into 16,940 series "L" shares. Long-term debt (12) Stockholders’ equity: 1997 Unsecured bank loans, 1999 to 2001 $ Notes payable due in, 2000 38,533,284 40% – 177,913,716 TIEE+2 – – – 38,533,284 The principal characteristics of stockholders’ equity accounts are as follows: At the Extraordinary Stockholders’ meeting held on February 27, 1998, the shareholders agreed to split the Company’s outstanding shares using a ratio of 2.42 to 1. During 1998, $210,305 ($199,998 historical) of unpaid capital as of December 31, 1997 were paid, including additional paid-in capital of $5,947,947 ($5,339,901 historical). At the Ordinary and Extraordinary Stockholders’ meeting held on April 24, 1998, the shareholders agreed to issue an additional 17,670,374 shares of common stock. The issuance of stock increased common stock outstanding by $938,184 ($730,181 historical) and additional paid-in capital by $547,822,485 ($502,101,110 historical). At the same Stockholders’ meeting, the shareholders agreed to issue 2,000,000 series "L" shares which will be recorded as treasury shares and whose ultimate use will be for the Employee Stock Option Plan (the "Plan"). At December 31, 1998, 237,180 series "L" shares had been assigned to employees, under the Plan, and the related amount is included within the total of the previous paragraph. In 1997, a trust was established for the purpose of creating a mechanism to issue, directly or on behalf its members, common stock in favor of various people who perform services for the Company or its subsidiaries as an incentive to retain them. During 1997, the shareholders of the Company agreed to pay common stock in the amount of $193,899 ($163,477 historical), with additional paid-in capital of $8,794,330 ($7,414,456 historical), which represented 1,634,762 outstanding shares. 177,913,716 a. Stockholders’ equity consists of the following accounts: Less current maturities 216,447,000 – 216,447,000 9,156,617 – 9,156,617 Original pesos December 31, 1998 Long-term debt $ 207,290,383 – The maturities of long-term debt as of December 31, 1998 are as follows: 2000 currency currency Total 155,176,000 553,758,362 708,934,362 2001 5,176,000 13,517,000 18,693,000 2002 5,657,000 301,000 5,958,000 166,009,000 567,576,362 733,585,362 $ $ 48 Foreign Constant pesos 207,290,383 Common stock Additional paid-in-capital Convertible debt Retained earnings Mexican Inflation adjustement 6,242,189 659,632,407 249,720,000 289,349,961 4,784,336 141,239,922 64,702,810 87,819,070 11,026,525 800,872,329 314,422,810 377,169,031 $ 1,204,944,557 298,546,138 1,503,490,695 $ 5,344,144 150,909,138 250,000,000 179,387,196 4,605,856 95,841,091 64,775,359 49,761,320 9,950,000 246,750,229 314,775,359 229,148,516 $ 585,640,478 214,983,626 800,624,104 $ December 31, 1997 Common stock Additional paid-in-capital Convertible debt Retained earnings 49 c. After the above activity, the common stock as of December 31, 1998 consists of 153,240,643 common registered shares, with no par value, divided into two series as follows: Issued Series "B" representing the minimum Class I fixed capital Series "B" representing Class II variable capital Series "L" representing non-voting variable capital Number of shares 17,012,819 118,303,330 19,687,314 Issued but not outstanding Serie "B" representing Class II variable capital Taxable income differs from book income due to various permanent differences (book effects of inflation and other items). Mexican Income Tax Law allows the deduction of purchases in excess of cost of sales and, for tax purposes, includes inflationary gain and loss as taxable and deductible items, respectively. The tax resulting from the Company’s subsidiaries filing on a stand alone basis was $71,701,932 and $15,870,024 of income tax in 1998 and 1997, respectively, and $182,813 and $79,530 of tax on assets in 1998 and 1997, respectively. As of December 31, 1998, the Company had tax on assets credits of $364,622. (1,762,820) In accordance with Mexican Income Tax Law, tax losses can be carried forward ten years to offset future taxable income. Additionally, these losses can be updated for inflation during the periods subsequent to the loss year. From the tax losses sustained by some subsidiaries in prior years, $74,124,377 was used to offset taxable income in 1998, resulting in a tax benefit of $25,202,288, which is reported as an extraordinary item in the consolidated statement of income. At December 31, 1998, tax loss carryforwards and the years in which they expire are as follows: In 1997, 49% of the shares of Grupo Sitel de México, S. A. de C. V. (formerly Grupo de Comercialización Integrada, S. A. de C. V.) were sold. This transaction resulted in a gain of $66,213,116, which was recorded in 1997 (15) Concession (unaudited): On July 17, 1998, the Federal Government of Mexico granted a subsidiary of CIE two concessions, one to operate the Hipódromo de la Ciudad de México and the second one to use the related areas, for the purpose of conducting horse races and other activities, such as operating a hotel, a convention center, and an event venue. The concessions have lives of 25 and 50 years, respectively, which can be extended by the Company. On December 29, 1998, an external appraisal was obtained, which gave a value for the concession of $1,241,066,000. This amount represents the estimated operating cash flows for the next 25 years. 153,240,643 d. The principal restrictions on stockholders’ equity are as follows: Stockholders’ contributions, additional paid-in capital and retained earnings, on which income tax has already been paid, adjusted for inflation, may be refunded or distributed tax-free to stockholders. Other refunds or distributions in excess of these amounts, pursuant to the Mexican Tax Law, are subject to income tax at the rate of 35%, with stockholders receiving the remaining 65%. Beginning January 1, 1999, dividends paid from retained earnings to individuals and foreigners will be subject to an additional withholding tax of 5%. (13) Income tax (IT), tax on assets (TA), employees’ statutory profit sharing (ESPS) and tax loss carryforwards: In accordance with tax law, companies pay the greater of IT and TA. Both of these taxes recognize the effects of inflation, computed on a basis other than generally accepted accounting principles in Mexico. The Company and its subsidiaries do not consolidate for tax purposes, and, therefore, they file their taxes on a stand alone basis. Amount Update for inflation through Original December 31, 1998 Arising in 1995 1996 1997 1998 3,077,968 6,744,603 51,895,052 57,197,782 5,986,343 10,011,421 64,357,607 62,053,873 $ 118,915,405 142,409,244 $ In Colombia, the Company calculates its income tax provision based on estimated taxable income, which is based on gross equity, at a rate of 35%. In addition, certain book accruals have been considered nondeductible in the calculation. ESPS is calculated practically on the same basis as IT, but without recognizing the effects of inflation and considering only realized foreign exchange gains and losses. In 1998 and 1997, ESPS expense amounted to $663,009 and $75,897, respectively. The TA law establishes a 1.8% tax on assets, updated for the effects of inflation, net of certain liabilities. TA payable in excess of IT for the year may be recovered in the ten succeeding years, updated for inflation, provided that in any such years IT exceeds TA. 50 Expiring in 2005 2006 2007 2008 Basic earnings per share is calculated by dividing income before minority interest by the weighted average number of shares outstanding during the year. The weighted average number of shares outstanding used to calculate basic earnings per share was 144,675,348 and 130,230,049 in 1998 and 1997, respectively. Diluted earnings per share is calculated by adding the comprehensive financing cost for the convertible debt, net of taxes, to income before minority interest, and dividing the result by the weighted average common shares outstanding during the year plus shares potentially issuable for convertible debt. The weighted average shares outstanding used in the calculation of diluted earnings per share was 168,348,703 and 145,355,049 in 1998 and 1997, respectively, Other information related to consolidated earnings per share is as follows: 1998 $ $ b. Foro Sol (Mexico City) – the Mexico City government granted OCESA the right to operate a stadium in the Autódromo Hermanos Rodríguez to hold large events, such as concerts and auto and motorcycle races. OCESA’s right to operate this stadium lasts 15 years and expires in 2012. c. Teatro Metropólitan (Mexico City) – OCESA has a contract that expires November 30, 2000 for the commercial use of this building. d. Auditorio Coca Cola – Fundidora (Monterrey, N.L.) – In 1994, the government of the State of Nuevo León granted OCESA the right to use 7 hectares of land in the Parque Fundidora de Monterrey for 50 years, in order to construct and operate an open air theater to hold public entertainment events. (16) Earnings per share: At December 31, 1998, there are timing differences aggregating $202,093,571, on which $70,732,750 of deferred taxes have not been recognized, since they did not meet the requirements established by generally accepted accounting principles in Mexico. These differences may increase the tax basis of future years, and are summarized below: Allowance for doubtful accounts Inventories Deferred revenue Deferred cost a. Palacio de los Deportes (Mexico City) – In 1999, the Mexico City government granted OCESA a contract extension of 5 years for the use of this facility. This contract will now expire April 15, 2004. OCESA has no guaranty that at the end of the life of this contract they will be able to obtain another extension or that the new terms would be the same. 3,360,568 (10,286,445) 113,835,962 (309,003,656) 1997 In 1998, 50% of the shares of Show Off, S. A. de C. V. were sold. This transaction resulted in a gain of $16,220,257, which was recorded in 1998. Rental expense for the year ended December 31, 1998 amounted to $11,544,051. The future minimum lease payments related to this agreement are as follows: 1999 2000 2001 2002 $ 13,398,000 13,398,000 13,398,000 11,165,000 (18) Contingencies: a. There is a contingent liability related to the labor obligations mentioned in note 2p. Basic earnings per share: Before extraordinary items, less minority interest Extraordinary items $ $ 0.85 0.17 1.47 (0.49) Diluted earnings per share: Before extraordinary items, less minority interest Extraordinary items $ $ 0.97 0.15 1.45 (0.44) (202,093,571) (14) Sale of shares of subsidiary companies: e. OCESA entered into a lease agreement in October 1997 for its offices in Mexico City, with a lease term of 5 years. The monthly rental is $111,650 U.S. dollars and is updated annually for inflation using the U. S. Consumer Price Index. (17) Commitments: b. Beginning January 1, 1997, according to reforms to the Mexican Income Tax Law, companies carrying out transactions with related parties, either domestic or foreign, are subject to significant requirements as to the determination of prices, since such prices must be equivalent to those that would be used in arm’s-length transactions. In the event the tax authorities examine the transactions and reject the related party prices, the Company may be imposed additional taxes updated for the effects of inflation, interest and penalties of up to 100% of the tax due. Operadora de Centros de Espectáculos, S. A. de C. V. (OCESA), a subsidiary of CIE, is an operator of event venues and has the following rights related to various operating contracts and building use grants: 51 c. In December 1997, the Company initiated a program in order to address the effects of Year 2000. The program covers the impact of Year 2000 on the Company’s computer systems that affect its operations, its transactions with third parties and its financial information. Notwithstanding the steps taken by the Company, undetected internal problems or problems of third parties with which the Company does business could exist, the effects of which cannot be determined or quantified as of this date. The Company does not have the necessary information to determine the cost of the program for the year ended December 31, 1998 nor the total cost of the project. d. In accordance with the terms of the concession for operating the Hipódromo de las Américas and the related rights, the Company will have to make a payment to the Mexican government. The Secretaría de Hacienda y Crédito Público has the right to set the amount of this payment, which as of December 31, 1998 has not been determined. Since the amount of this future payment is not estimable, no related liability has been accrued. The Company has begun developing the horse race track and related property for its intended use, but operations have not yet begun. Corporación Interamericana de Entretenimiento, S.A. de C.V. Paseo de las Palmas 1005 Col. Lomas de Chapultepec C.P. 11000 Mexico D.F. www.cie-mexico.com.mx Contacts in Mexico City Investor Relations Tel: (52) 5201 9441 5201 9358 Contacts in New York Thomson Investor Relations 52 Design: Tel: (212) 509 5100 The trademarks appearing in this 1998 Annual Report do not imply other reasons than providing information.