Annual report mobilezone holding ag

Transcription

Annual report mobilezone holding ag
2004
Credits
Copy : mobilezone holding ag
Editing : Matthias Mächler, Zurich
Design : AfIT, Buergi & Partner, Oberglatt ZH
Photos : Marcel Studer, Zürich ; Archives mobilezone
Printing : Printing Press Horisberger, Regensdorf ZH
Photo romance ( actors ) : Nadine Eyer,
Jan Fischer, Vincenzo Gallelli, Karin Gehrig,
Gian Kühnis, Doris Pfyl, Daniel Schneider
Data : Current press and publications
information is available on the Web at
www.mobilezone.ch
Link mobilezone holding ag
This annual report is also available in German.
To order the printed version or download the pdf-file :
www.mobilezoneholding.ch
mobilezone holding ag
Annual report 2004
… yeah, almost like going
shopping with Mom !
… admit it, Vince, it really is fun to go shopping with me …
!!! r!!!
5
6
M
An AT’S powe
Wow
! TH
I’ll go on in …
Coooool …
The temptation.
Karin has just found her dream job at a bank. She is totally happy, and the first order
of business for her is to get a professional and serious looking PDA. Her brother Vincenzo,
on the other hand, is dreaming of a cell phone for adventurers …
A stroke of luck ! There’s the Siemens M 65. At mobilezone, of course.
Annual report
2004
Table of contents
Course of business
Chairman’s report
5
Key figures at a glance
7
Corporate governance / governing bodies
9
mobilezone Switzerland
17
globalzone
20
Europea Trade
20
Jamba !
20
mobilezone Germany
20
Outlook: UMTS turns cell phones into pocket TVs
22
Financial report
Table of contents
27
List of mobilezone outlets
63
Annual report 2004 mobilezone holding ag
3
… a PDA that’s what I need … … let’s see !
•• •• ••
s
i
,
y
o
b
he
touch y to
e
h
t
h
t
as
… wi ’s really e …
n it
unit
scree rate this
ope
… and now I need to see your ID …
The encounter.
As the salesclerk patiently explains the features of the new HP iPAQ
to Karin, she watches him surreptitiously. When their hands accidentally touch,
she feels the ground sink away beneath her feet …
And everything goes as planned – thanks to the HP iPAQ. At mobilezone, of course.
!
CUTE
mobilezone Group
Withdrawal from
Germany completed ;
n May 2004 the Group sold its last German
subsidiary, Tebbe Harms Kleen GmbH & Co.KG.
This concluded the withdrawal from Germany
that began in mid-2003.
I
profits up 50 % ;
share buyback with
put options
C h a i r m a n ’s re p o r t
In Switzerland, the strong first two quarters
were followed by two difficult quarters,
with Christmas sales slightly below last year’s
levels. Activities in Switzerland during the
reporting year fell slightly below those
for 2003 – which was an extremely successful year – in terms of EBITDA and EBIT.
The elimination of the activities in Germany,
the better financial result, and the lower
tax expenditure brought about a 50 % increase
in the Group’s consolidated result,
from CHF 11.1 million to CHF 16.7 million.
Shareholders should also benefit again
from this positive development. Following the
reduction in par value and the share buyback in 2004, the Board of Directors decided
on a further share buyback with put options,
again in the amount of about five percent
of the outstanding securities. At the General
Meeting of Shareholders on April 14, 2005,
the shareholders will be asked to approve
the destruction of the securities obtained via
the two buyback programs.
Improvements on existing locations will be
continued in full force to achieve these
challenging goals. In the meantime, new locations have been established. In 2005, mobilezone will open outlets in Seedamm-Center
Pfäffikon, Letzipark Zurich, Carrefour Villarssur-Glâne, and in the Migros Centers in
Frauenfeld and Bülach.
We can expect Orange and Sunrise to open
their own UMTS networks during 2005, following the lead set by Swisscom mobile when it
marketed its first UMTS devices in late 2004.
A large number of new products from all manufacturers and continued strong improvement
in digital cameras in the multi-megapixel range
will help ensure continued demand.
For mobilezone with its high-quality consulting
services, the expected expansion in the
product range, the new cell phone functions,
and their ever-increasing complexity present a
challenge as well as an opportunity. Thanks are
in order to our employees for the commitment
they have shown every day, which has enabled
us to achieve these positive results.
Charles Gebhard
Ruedi Baer
Chairman of the Board
Delegate and CEO
As the industry leader, mobilezone will
now concentrate fully on the Swiss market.
The appraisal of the market as a whole
by the industry and network operators indicates no growth. With market penetration
now at 85 percent, business involving new
customers will also continue to tail off.
An increase in retention business ( contract
renewals ) should make up for this development. However, major efforts will
be needed to maintain our strong market
position and repeat the positive results
achieved in 2003 and 2004.
5
… meet ? Yes, of course !
At the movies ? Sure, yes. See you later !!!
… A little later in the fitness studio …
!
W
O
g!
n
i
W
m
•
a
•
•
re
d
e
b
t
I mus
he
ian – t ne shop.
G
s
i
s
Hi, thi e mobilezo .
th
re
r ID he
lerk at
salesc u forgot you ???
Yo
we …
Could
A call awakened Karin from her dreams …
The call !
Love at first sight ? Merely thinking of the nice, cute salesclerk sets
her pulse racing – and suddenly her whole life is filled with music. And not only
because she is listening to her favorite songs on her cell phone …
It arouses your emotions : the Sony Ericsson K 700 i. At mobilezone, of course.
mobilezone Group
Facts & figures
Key figures at a glance
Key figures
2004
2003
%
288,709
268,920
23,387
19,487
7.2
16,728
6.2
344,870
316,499
21,709
16,994
5.4
11,133
3.5
%
81,670
24,593
41,783
51.2
82,601
11,941
28,269
34.2
19,855
– 3,357
17,885
– 5,234
309
101
378
121
%
10,505
49,063
47,774
97.4
9,577
32,756
30,894
94.3
Average number of shares issued and outstanding
Piece
35,437,000
35,601,000
Number of shares outstanding ( entitled to dividends )
as of balance sheet date
Earnings per share
Earnings per share ( diluted )
Shareholders’ equity per share
Dividend payout 1
Piece
CHF
CHF
CHF
CHF
36,853,145
0.47
0.46
1.13
0
35,601,944
0.31
0.31
0.79
0.09
CHF
CHF
4.78 / 2.26
4.19
2.63 / 0.95
2.40
( in CHF 000 or as noted, respectively )
from the
mobilezone Group
financial report
Revenues
Net sales
Operating profit before depreciation & amortization ( EBITDA )
Operating profit ( EBIT )
( As a percentage of net sales )
Consolidated profit for the year
( As a percentage of net sales )
Balance sheet total
Net liquid assets
Shareholders’ equity
( As a percentage of balance sheet total )
%
Net cash provided by operating activities
Investments in property, plant & equipment, and intangible assets
Number of employees ( FTE ) as of December 31
Number of shops as of December 31
Net profit for the year
Balance sheet total
( As a percentage of balance sheet total )
Share information
Share price ( highest / lowest )
Share price on December 31
1
2003 : Par value reduction from CHF 0.10 to CHF 0.01
2004 : Proposal by the Board of Directors to the General Meeting of Shareholders : no cash distribution
7
… come on, what are you waiting for ?
… I’ve got to write Nadine about this
right away !
Just a minute !
I’ve got an SMS from Karin !!!
!
!
–
!
lly
!
!
!
e
v
lo
n
i
n
lle
a
f
s
ha
n
i
r
a
K
a
n
i
F
Good times…
When Karin’s best friend Nadine gets the message, she is happy
for her, of course – and also a bit envious. The time when she was first in love –
how beautiful those days were, and how quickly they were gone …
For extra special moments there’s the Motorola V 3. At mobilezone, of course.
mobilezone Group
Information
1. Group structure and
shareholders
on Corporate
governance
pursuant to Swiss
Exchange ( SWX )
guidelines
1.1 Group structure
The mobilezone Group consists of two
business areas: Commerce ( mobilezone ag
and Europea Trade AG ) and Fixed Line
( globalzone ag and mobilezone international
ag ). Business activities in Germany
(“discontinued operations”), involving the
two operating companies Otto Boenicke
GmbH & Co. ( to June 30, 2003 ) and
Tebbe Harms Kleen GmbH & Co. KG
( to May 31, 2004 ), ceased entirely during
the reporting year. A list of consolidated
companies is provided in Note 5 to the
annual financial statements of mobilezone
holding ag. The parent company is
mobilezone holding ag, Riedthofstrasse 124,
8105 Regensdorf, Switzerland.
It is listed on the Swiss Exchange SWX
( Valor No.: 1258340, ISIN : CH 0012583404 ).
As of December 31, 2004, the market
capitalization ( excluding own stock )
was CHF 154.4 million.
1. 2 Significant shareholders
A list of significant shareholders is provided
in Note 5 to the annual financial statements of
mobilezone holding ag. There is no shareholder’s agreement between the significant
shareholders.
1. 3 Cross-shareholdings
There are no cross-shareholdings.
2. Capital structure
2.1 Capital
The amount of ordinary, authorized, and
conditional capital is shown in Note 5 to the
annual financial statements of mobilezone
holding ag.
Corporate governance
2. 2 Authorized and conditional capital
in particular
Details regarding the amount of the increase
in authorized and conditional capital, the group
of beneficiaries, and the terms and conditions
of the issue of equities are set forth in Articles
36 and 37 of the Articles of Association. The
current Articles of Association may be viewed
at any time at www.mobilezoneholding.ch.
2. 3 Changes in capital
Changes in capital made in the past three
years are listed in the consolidated
equity statement on page 31 and on page 29
of the previous year’s annual report.
2. 4 Shares and participation certificates
As of December 31, 2004, there were
38,634,744 bearer shares with a par value
of CHF 0.01. Of these, 1,781,599 shares were
the Group’s own holdings. The shares in
the Group’s own holdings carry neither voting
nor dividend rights. All other shares carry
equal voting and dividend rights.
2. 5 Profit-sharing certificates
There are no profit-sharing certificates.
2.6 Limitations on transferability and
nominee registrations
Not applicable, as only bearer shares exist.
2. 7 Convertible bonds and warrants / options
As of the balance sheet date, options for
acquiring 676,200 bearer shares in the conditional capital were unused. These consist
entirely of employee options. Each option
grants the right to acquire a bearer share with
a par value of CHF 0.01 at a price of CHF 1.115
until April 15, 2005.
9
mobilezone Group
3. Board of Directors
3.1 Members of the Board of Directors
Charles Gebhard,
Chairman
Ruedi Baer,
Delegate
Walter Heutschi
Charles Gebhard
Michael R. Kloter
Hans-Ulrich Lehmann
3. 5 Internal organizational structure
Charles Gebhard is Chairman and Rudolf Baer
is the Delegate of the Board of Directors.
The individual members have no other positions, and there are no committees.
The Board of Directors meets as often as
required by business but at least three
times a year. Last year five meetings were
held ; usually they lasted half a day.
3. 6 Definition of areas of responsibility
To the extent allowed by law, the Board of
Directors has delegated managerial functions
to the Group management. The breakdown
of tasks and competencies is established
in the bylaws and rules of organization in the
form of a detailed chart.
Ruedi Baer
3.2 Other activities and vested interests
All information regarding office terms, nationality, curricula vitae, and other activities and
interests can be found at www.mobilezoneholding.ch, under the heading “Directors and
Group Management”. Rudolf Baer is CEO and
chairman of mobilezone’s Group management.
Currently, no other members of the Board of
Directors hold executive positions in the
Group’s companies, nor have they held such
positions during the past three years.
Rudolf Baer and Hans-Ulrich Lehmann had
business relationships with some of the
Group’s companies in the last year through
companies they controlled ( see Note 21 to the
consolidated financial statements ).
Walter Heutschi
Michael R. Kloter
Hans-Ulrich Lehmann
3. 3 Cross-involvement
There is no cross-involvement with the
boards of other companies listed on the stock
exchange.
10
3. 4 Elections and terms of office
The Board of Directors is elected by the
General Meeting of Shareholders for a oneyear term. Unlimited reelection is possible.
3.7 Information and control instruments
vis-à-vis the Group management
Each member of the Board of Directors has
the right to be informed about the course
of business by the Group management, even
outside of official meetings, and, subject
to the Chairman’s authorization, to be also
informed about individual transactions.
The information and control tools that the
Board of Directors uses vis-à-vis the
Group management include the following :
• Consolidated budget ( annual )
• Quarterly reports
( incl. comparison with budget )
• Profit and loss forecast
(beginning in the 3 rd quarter)
• Financial projections
( in every meeting )
• Detailed reports of the Group management on the course of business
( in every meeting ).
Corporate governance and governing bodies
4. Group management
In addition, the Board may award a bonus if
the course of business warrants it. The Board
of Directors determines the compensation
of Group management at the request of the
CEO. The Board of Directors determines
the CEO’s total compensation. There are no
profit-sharing programs.
4.1 Members of the Group Management
Ruedi Baer, CEO
Wolfgang Gross, CFO
5. 2 Compensations for acting members
of governing bodies
Total compensation paid to the executive
member of the Board of Directors and members of Group Management amounted to
CHF 1,810,000. Total compensation paid to
non-executive members of the Board
of Directors during the reporting year was
CHF 175,000. No severance payments were
made to departing members of any of the
governing bodies during the reporting year.
Martin Lehmann, Sales Manager
Christian Traber, International
Ruedi Baer
( to December 31, 2004 )
Werner Waldburger, COO Switzerland
Wolfgang Gross
Martin Lehmann
Christian Traber
4. 2 Other activities and vested interests
All information regarding nationality, education
and professional background, and other
activities and vested interests can be found at
www.mobilezoneholding.ch, under the heading
“Directors and Group Management”.
5. 3 Compensations for former members
of governing bodies
No compensation was paid to former members
of governing bodies.
5. 4 Share allotments in the year under review
No shares were allocated to members
of governing bodies or parties closely linked
to them.
4. 3 Management contracts
There are no management contracts regarding the transfer of managerial functions to
third parties.
5. Compensations, shareholdings,
and loans
Werner Waldburger
5.1 Content and method of determining the
compensation and the shareholding programs
The members of the Board of Directors receive
compensation independent of profits in an
amount determined by the Board of Directors.
Detailed information regarding directors
and group management is available at
11
mobilezone Group
No further
options have been
issued since 2003
5. 5 Share ownership
As of December 31, 2004, the executive
member of the Board of Directors and members
of Group management and parties closely
linked to them held a total of 5,079,533 shares
in mobilezone holding ag. The non-executive
members of the Board of Directors and parties
closely linked to them held 8,463,600 shares.
5. 6 Options
An option participation plan in respect
of bearer shares in mobilezone holding ag for
members of the Board of Directors, Group
management and senior staff was in existence
until December 31, 2002. No further options
have been issued since 2003. As of December 31, 2004, options from one of two series
with the following parameters were still unused :
Allocation year :
End of validity period :
Subscription ratio :
Exercise price :
2002
April 15, 2005
1:1
1.115
As of December 31, 2004, the executive
member of the Board of Directors and members
of Group management and parties closely
linked to them held a total of 280,000 options
on the basis of this participation program.
5. 8 Loans granted to governing bodies
There are no loans or securities for loans to
the members of the Board and management,
or to parties closely linked to them.
5. 9 Highest total compensation
The member of the Board of Directors with
the highest total compensation was paid
CHF 785,000 during the reporting year.
This member was not allocated any shares
or options during the reporting year.
6. Shareholders’ participation
6.1 Voting rights and representation
restrictions
There are no restrictions on voting rights,
and the rules in the Articles of Association
regarding participation in the General Meeting
of Shareholders do not deviate from those
mandated by law.
6. 2 Statutory quorums
There are no statutory voting quorums that
deviate from those mandated by law.
As of December 31, 2004, the non-executive
members of the Board of Directors and
parties closely linked to them held a total of
240,000 options on the basis of this participation program.
5.7 Additional fees and remunerations
In fiscal year 2004 the law firm Kloter & Rüegsegger, in which the Board member Michael
Kloter is a partner, invoiced the Group’s companies for fees totaling CHF 124,500. During the
same fiscal year Charles Gebhard, chairman
of the Board, invoiced CHF 28,700 for various
consulting contracts.
12
Comprehensive and up-to-date :
all information is also available at
R•
R R RR
RRR
G
•••
… hey, my stock prices are going up !!!
… Oh boy, at this rate I’ll soon be able to afford a Cayenne.
Let me just check how expensive that is …
… bad times.
That Karin has found her dream guy makes Nadine rethink things.
Her relationship has long since run out of steam – there’s no tingling in her belly
anymore, no surprises. For Jan it’s all about business …
“ Business as usual ? ” That’s what the Nokia 9300 Communicator is for. At mobilezone, of course.
••
mobilezone Group
KPMG Fides Peat is
the auditor of the
Group’s companies
and prepares
the consolidated
audit report
6. 3 Convocation of the General Meeting
of Shareholders
There are no statutory rules on convening the
General Meeting of Shareholders that deviate
from those mandated by law.
6. 4 Agenda
The procedures for adding items to the agenda
are in accordance with the legal requirements.
6. 5 Inscriptions into the share register
Not applicable, as only bearer shares exist.
for any additional services such as tax and
business consulting.
8. 4 Supervisory and control instruments
pertaining to the audit
Once a year the chairman of the Board of
Directors or another, non-executive member
attends KPMG Fides Peat’s concluding discussion of the Group audit. The auditor
report their findings from their audit in a report
to the Delegate of the Board of Directors.
for mobilezone
9. Information policy
holding ag
7. Changes of control and
defense measures
7.1 Duty to make an offer
There is an opting-out regulation.
7. 2 Clauses on changes of control
There are no change-of-control clauses.
8. Auditors
8.1 Duration of the mandate and term
of office of the auditor in charge
Since fiscal year 2000, KPMG Fides Peat has
been the auditor of the Group’s Swiss
companies, and since fiscal year 2001, when
the new holding structure was introduced,
KPMG Fides Peat has also prepared the
consolidated audit report for mobilezone
holding ag. The auditor in charge has
been responsible for the auditing mandate
since fiscal year 2000.
8. 2 Auditing fees
In the past year KPMG invoiced CHF 127, 850
for auditing fees.
Every year the mobilezone Group publishes
an annual and a semi-annual report pursuant
to IFRS ( International Financial Reporting
Standards ) rules. Additional information
on important changes and essential business
activities is published on an ad-hoc
basis. All information, including a list of
contact addresses, is available at
www.mobilezoneholding.ch.
Anyone who wishes to receive mobilezone’s
media information can register there
under the heading “Newsletter”.
Staying informed automatically :
subscriptions to the electronic Newsletter
8. 3 Additional fees
In the past year KPMG did not invoice fees
14
can be placed at www.mobilezoneholding.ch
( “Newsletter” )
…doch
derForgetful
Fahrt……
Hi
there, auf
Miss
om
r
ow
h
…
CAS
ic
t
n
a
–
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A
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AB
A
!
!
!
!
A
NC
t h is
L o o k a t lo a d e d it
I down
t r a il e r ; l l y f o r y o u !
a
c
espe i
… the beginning of
a beautiful friendship …
When will I see you again ?
The date.
Karin is terribly nervous before her first date. She arrives at the movie theater
much too early and waits for Gian. But when Gian finally appears, she forgets everything
around her entirely. Will he kiss her tonight, on their first date ?
More moving moments – be ready for them with the Motorola V 980. At mobilezone, of course.
???
T
A
HAA
W
Does it always cough like this ?
Sorry, Ma,
but we ran out
of gas !
That’s sooo Karin !
Why do I always have to wait ?
The breakdown.
On her 24 th birthday Karin provides a surprise herself :
she brings her new boyfriend to meet her family. However, in all the excitement
she forgot to refill her Smartcar’s tank.
Just in case – it’s good to have the Nokia 6230. At mobilezone, of course.
mobilezone
Over half a million cell phones sold again
t the end of 2004, mobilezone’s network
had been extended to over a hundred
outlets. The first flagship store at Bellevue in
Zurich ( opened in March 2004 ) proved so
successful that a second flagship store was
opened in October 2004 at the WaaghausPassage in Bern after the existing outlet could
be enlarged.
The first offers of UMTS devices from Swisscom Mobile appeared on the market toward the
end of the year, helping to turn the cell phone
into a pocket TV.
A
is still
the largest indirect
sales channel
for all providers
Marketing and advertising
The mobilezone catalogs continued to be the
focal point for advertising in 2004. The catalog
edition was increased to 2.9 million copies
as a result of expanding the circulation areas.
Advertisements, posters, and a TV spot
increased the Group’s market presence.
Providers
As before, mobilezone continued to be
the most important indirect sales channel
for all three providers ( Swisscom Mobile,
Sunrise and Orange ) in 2004.
In the second half of the year, much work was
put into registering pre-paid customers, who
must now have all their details registered with
the network operators in question, pursuant
to a decision by the Federal Council.
Brand shares in 2004 at mobilezone
( Quantity )
•
•
•
•
•
•
Nokia
Sony Ericsson
Samsung
Siemens
Motorola
Other ( Sharp, Panasonic , etc. )
43 %
19 %
11 %
10 %
10 %
7%
Market shares of providers*
• Swisscom Shops
• mobilezone
Brand shares in 2004 at mobilezone
( Value )
32 %
29 %
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Interdiscount
Orange Shops
The Phone House
Sunrise Shops
Media Markt
The Post Office
Migros
Other
7%
7%
7%
5%
4%
3%
3%
3%
* An estimated 1.6 million
cell phones sold, not including
direct business clients
of network operators
( approximately 0.5 million )
In terms of enhanced customer loyalty, the
number of “signature devices” at the operator
end increased ; for instance, Swisscom
Mobile expanded its range of Vodafone live
models, and Orange started with its own
models ( co-branding and adapted software ).
Nokia
Sony Ericsson
Samsung
Motorola
Sharp
Other ( Siemens, Panasonic , etc. )
45 %
17 %
15 %
9%
7%
7%
At the same time, all three network operators
increased the number of their own shops; these
are, of course, in direct competition with
mobilezone. Orange and Sunrise also reduced
the number of their sales partners, while
Swisscom Mobile expanded its range of outlets
by way of a franchise system.
17
Sales of high-end
cell phones up
thanks to quality
consulting
Range
The number of new cell phone models has
never been as large as during 2004.
However, mobilezone’s outstanding logistical
system made it possible to cope with
this wide product range without additional
storage risks.
The number of cell phones sold once again
was above 500,000. The share represented
by devices in the medium and higher price
ranges has increased, doubtlessly due
in part to the very high quality of consulting
and advice mobilezone offers.
Services
The volume of repairs has not increased
greatly. This can be attributed to the fact that
customers tend to replace their cell phones
rather than have them repaired, often in
conjunction with a contract renewal. On the
other hand, most manufacturers have also
improved their product quality ; the incidence
of defects and failures during the warranty
period has decreased as a result.
Accessories
Even more new models were equipped
with Bluetooth during 2004, which had a positive effect on the sale of accessories. In
addition, high penalties for making calls while
driving and the political pressure to go so
far as to ban the use of cell phones in the car
have resulted in the sale of more handsfree systems for in-car use.
Staff, training, and continuing education
Increased demands on sales staff in terms of
consulting caused the staff turnover rate
to increase slightly in 2004. The high number
of training days per staff member was maintained.
As of December 31, 2004, mobilezone had
309 employees ( full-time equivalent ).
Consistent and ongoing process optimization
meant that performance at headquarters
increased despite reduced staff.
IT and logistics
The Group’s logistics strategy was examined closely during 2004 as a means
of improving quality and optimizing
costs. One result of this was
a change in our partner company
in the logistics area as of
January 1, 2005.
A boom in itself :
Bluetooth devices
continue their triumphant advance.
18
A large proportion of our branch computers ( check-out systems using PC s ) was
changed in 2004 for new models offering far better performance, which resulted
in faster and improved handling of
transactions.
Even more models with Bluetooth
Because of the continuous increase in
volume ( currently involving over 600,000
customer addresses ), the task of maintaining and recording customer data was
handed over to Bertelsmann-Verlag in 2004.
Depending on changes in advertising costs
for catalog printing and advertisements themselves, this will
still allow mobilezone to work
with specific customer mailings
as an alternative.
Outstanding :
mobilezone
once again
Outlets opened in 2004
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
scooped up the
“mobile awards 2003”
The ten “mobile awards 2003”
were awarded on April 26, 2004.
Once again, the entire sector
took part.
“mobile award”,
this time as
“Best Retailer
of 2003”.
Bern, Waaghaus-Passage ( flagship-store )
Geneva, Rue Mont-Blanc
Geneva, Rue de Rive
Chur, Zentrum
Kriens, Einkaufszentrum Hofmatt
Liestal, Rathausstrasse
Locarno, Largo Zorzi
Luzern, Pilatusstrasse 7
Montreux, Centre Le Forum
Nyon, Centre La Combe
Stans, Einkaufszentrum Länderpark
Steinhausen, Einkaufszentrum Zugerland
St. Gallen, Einkaufszentrum Neumarkt
Sursee, Surseepark
Vevey, Centre Midi-Coindet
Wohlen, Bahnhofstrasse
Zurich, Bellevue ( flagship-store )
Zurich, Löwencenter
Outlets closed in 2004
•
•
•
•
•
Fribourg, Boulevard de Pérolles
Geneva, Rue de la Croix d’Or
Locarno, Via Ramogna
Luzern, Pilatusstrasse 19
Zurich, Stadelhofen
Openings planned in 2005
•
•
•
•
•
•
mobilezone outlets in April 2005
Bülach, Migros Zentrum
Brig, Bahnhofstrasse
Frauenfeld, Einkaufszentrum Passage
Pfäffikon, Seedamm-Center
Villars-sur-Glâne, Centre Carrefour
Zurich, Letzipark
Arbon
Wil
Luzern
Buchs SG
Rapperswil
Steinhausen
Zug
St. Gallen
Hinwil
Rorschach
St. Margrethen
Winterthur
Regensdorf
Bülach
Zürich
Wallisellen
Spreitenbach
Aarau
Wohlen
Baden
Emmenbrücke
Solothurn
Volketswil
Brig, Rhonesandstrasse
Yverdon-les-Bains, Centre Bel-Air
Zurich, Kasernenstrasse
Geneva, Rue Rousseau
St. Gallen, Bahnhof
Mels
Kriens
Heimberg
Thun
Chur
Stans
Vevey
Montreux
52 outlets in city centers
Locarno
Visp
Martigny
Sierre
Brig
Crissier
Dietlikon
46 outlets in shopping centers
Bellinzona
Grancia
Vernier
Genève
Sion
Meyrin
Burgdorf
Weinfelden
•
•
•
•
•
Aigle
Collombey
Signy
Langenthal
Kreuzlingen
Bern
Fribourg
Villars-sur-Glâne
Morges
Écublens
Lausanne
Nyon
Yverdon
Olten
Sursee
Neuchâtel
Schönbühl
Biel/Bienne
La Chaux-de-Fonds
Lyss
Marin-Épagnier
Delémont
Basel
Liestal
Egerkingen
Aarburg
Closures planned in 2005
Schaffhausen
2 shop-in-shop outlets
Outlet addresses on page 63
Balerna
19
mobilezone Group
Still more
globalzone ag
Prices per minute fell still further during the
past year. A total of 89. 0 million call minutes
were sold, compared to 87. 3 million the
previous year.
services from
globalzone
for cost-conscious
residential
customers
A number of options, including a cooperative
approach involving EconoPhone, were tested in
view of new developments such as low-cost
Internet telephony ( Voice over IP ). However, the
Board of Directors of mobilezone holding ag
ultimately decided to let globalzone continue
on its own, expanding its range of services
for cost-conscious residential and small
business customers.
Work is currently under way in conjunction
with its existing supplier SOLPA to develop an
extremely attractive VoIP offer that will
be available to customers before mid-2005.
Flexible, independent,
and fast :
globalzone continues to go it alone
The company’s first year with the Discount Call
cards, introduced in late 2003, was a success.
Thanks to the Discount Call cards, the fixed line
division ( mobilezone international ag ) saw a
growth in sales.
Europea Trade AG
Sales to third parties were somewhat lower
during 2004 than in the previous year.
The price differences between individual
manufacturers, which can be quite significant,
and problems with the availability of new
models led to Europea Trade importing a
larger number of cell phones for mobilezone
from foreign markets.
The increase in operator-specific models
(including on foreign markets) reduced
the opportunities for sales to third parties.
However, for internal procurement
(mobilezone Switzerland), Europea Trade
continues to remain highly important.
Data can be downloaded
anywhere, anytime using WLAN.
An ever-increasing number
of “hotspots” ensures
communication without
borders.
Jamba ! Schweiz AG
After Jamba Germany was sold to VeriSign Inc.
and mobilezone was no longer able to identify
with some of the activities involved ( sale of
subscriptions to juveniles, offerings of erotica,
etc. ), the minority shareholding in Jamba ! AG
( Switzerland ) was sold to VeriSign, resulting in
a small book profit.
mobilezone Germany
The Group’s withdrawal from Germany
was concluded with the sale of Tebbe Harms
Kleen GmbH & Co. KG in May 2004.
20
Totally awesome, that video thing !
Here he is, Mommy, my Gian !
We can
really see you,
Daddy !
!
D
E
T
C
E
N
CO N
The birthday party.
Hi Honey, happy birthday !
By the time Karin and Gian finally drift in, everybody has been waiting
for them impatiently. With his charm Gian wins the mother’s heart in no time – and the
respect of Karin’s father who is calling in from America via video cell phone.
Perfectly in the picture – that’s what you’ll be with the Sharp V 902. At mobilezone, of course.
Outlook : UMTS turns cell phones into pocket TVs
The cell phone
here will be no slowdown in the ongoing
dramatic development of new technologies
and constant improvements in the industry
in 2005.
T
is developing
into a pocket PC
with Internet
access
Color screens. More and more models
have TFT color screens ; clam shell cell phones
now often even come with two screens.
The screens are becoming larger and larger,
and some models are equipped with touch
screens.
Digital cameras. Little by little, cell phones
will replace traditional digital cameras for
a particular customer segment. Many models
already contain digital cameras offering
more than 1 megapixel ; models offering over
3 megapixels have been announced.
Zoom and flashlight functions are also part
of the cell phone camera now and will soon
be a standard feature.
Sound, MP3 player. In the future, cell phones
will not only offer stereo sound but also
significantly better speakers. The memory
capacity of the built-in MP3 players is also
constantly being increased. Solutions
are starting to emerge for the legal problems
involved in downloading music, and it is
only a matter of time until Apple’s iPod will
also be integrated into cell phones.
Smart phones, new manufacturers.
PDA sales are declining; these are increasingly
being replaced by Smart phones. This is defini-
Sharp V 902
Nokia 6680
Motorola V 980
Nokia 6230 i
Samsung SGH-D 500
Nice & sharp: The first
Eventful moments :
Low-cost & cool :
Simply the best :
Very stylish : A sliding
cell phone offering
UMTS, TFT screen
Live performance
Nokia’s No. 1
cell phone with a super
2 megapixels naturally
with 262,000 colors,
with UMTS, turning
is now even better :
design and a top-range
also comes with UMTS.
RealPlayer – making
your cell phone
the 6230 now
color screen, 1.3-mega-
downloading
into a mini TV.
offers a TFT screen
pixel digital camera,
video clips fun.
22
Memory capacity. Memory chips are becoming cheaper and cheaper, and cell phones
are coming with more and more memory capacity. Some models permit memory chips to
be replaced, which gives customers the opportunity to increase their cell phones’ memory
capacity on an individual basis.
( 65,000 colors )
and Bluetooth is the
and a 1-megapixel
perfect companion –
digital camera.
worldwide !
GPS opens up new possibilities
Other technologies. Once a cell phone
has replaced a camera and CD player, the addition of a range of other functions, such as
GPS and pulse monitors, can almost be taken
for granted.
GPS / Navigation. We expect to see more
cell phones with GPS coming onto the market.
This will not only give customers access
to an additional navigation system but will also
allow the location of older people or those
who need safety applications to be pinpointed
anywhere on the globe.
Nokia 9300
Clever & smart : The “little
brother” of the Communicator offers everything
that a real business
cell phone needs.
tely one of the reasons why HP now also includes a cell phone among its products. Almost
all manufacturers are expanding their range of
business models. This development most certainly has its origin in the agreed, close cooperation between Nokia and Microsoft. This means
that the cell phone is developing more and
more into a pocket PC with Internet access.
An eventful 2005, promising many new
developments and additional applications,
has begun. This will give mobilezone
the opportunity to again achieve a good
result this year.
Sony Ericsson P 910 i
Samsung SGH-E 720
Large lid : The E 720
makes a good impression
in terms of more
than just design – with
DigiZoom, MP3 …
Television, Video conferencing. With
the UMTS network opened by Swisscom Mobile
in late 2004, cell phones now have access to
broadband, enabling them to function as a
pocket TV. We assume that the number of UMTS
devices will increase and that Orange and
Sunrise will complete their own UMTS networks
during 2005. The fact that broadband cell
phones also permit video telephony will
definitely be welcomed enthusiastically by a
certain customer segment.
Little allrounder :
The business cell phone
with a complete keyboard
Qtek 9090
and large color screen.
Instant
independence :
A business PDA
on a Windows
mobile basis with
WLAN and
fold-out keyboard.
Wireless LAN / Wi-Fi. The first cell phones
with WLAN are on the market in the form
of the Nokia Communicator and some Motorola
models. The number of hotspots around
the world is growing, and more and more
international roaming agreements are being
concluded ; as a result the technology
finds wider applications.
23
Look, this is our hotel in Paris …
Great !
I wish I could go
with you.
Bye-bye!!
The gift.
Gian couldn’t have come up with a better idea : he invites Karin
to spend a weekend in Paris. “But you’ll come back home, won’t you? ” her mother
jokes as she takes the two lovebirds to the airport.
Be in the picture faster – with the Sony Ericsson P 900 i. At mobilezone, of course.
Financial report
Let’s make them all a bit envious …
Smile, please,
mon amour!
a
n
a
i
G
g
n
i
rl
a
d
y
m
•••
With
love
… fr om Pa ri s,
… K a r in
The happy ending.
!
… a n d G ia n
During their first weekend together in Paris Karin and Gian
are in seventh heaven. “Actually, I only went into your store to buy a cell phone”,
Karin beams, “and then you stole my heart …”
Sharing unforgettable moments – thanks to the Nokia 6170. At mobilezone, of course.
…
…
Financial report
2004
Group financial statements
Consolidated income statement
28
Consolidated balance sheet
29
Consolidated cash flow statement
30
Consolidated statement of changes in equity
31
Notes to the consolidated financial statements
32
Report of the Group Auditors
53
mobilezone holding ag financial statements
Income statement
54
Balance sheet
55
Notes to the financial statements
56
Proposal by the Board of Directors
59
Report of the Statutory Auditors
60
27
mobilezone Group
for the years ended December 31
( in CHF 000 )
2004
Notes
Total Group
Revenues
Sales deductions including VAT
Net sales
1
2004
2003
Continuing
operations
2004
2003
Discontinuing
operations
288,709
344,870
268,094
269,965
20,615
74,905
– 19,789
– 28,371
– 17,433
– 20,116
– 2,356
– 8,255
268,920
316,499
250,661
249,849
18,259
66,650
855
1,672
593
1,217
262
455
Other operating income
Cost of materials and merchandise
2003
– 209,732
– 249,087
– 194,032
– 191,822
– 15,700
– 57,265
Personnel costs
2
– 25,375
– 31,171
– 23,692
– 23,355
– 1,683
– 7,816
Other operating costs
3
– 11,281
– 16,204
– 9,975
– 11,199
– 1,306
– 5,005
23,387
21,709
23,555
24,690
– 168
– 2,981
8
– 2,747
– 3,611
– 2,650
– 3,022
– 97
– 589
10
– 1,326
– 1,152
– 1,326
– 1,146
0
–6
4
173
48
0
0
173
48
19,487
16,994
19,579
20,522
– 92
– 3,528
Operating profit before
depreciation & amortization ( EBITDA )
Depreciation of property, plant & equipment
Amortization of intangible assets
Net result
of discontinuing operations
Operating profit before interest & tax ( EBIT )
Share of the results of associated companies
9
272
125
272
125
0
0
Other financial income
5
894
384
892
378
2
6
Financial expense
6
Profit / loss before income taxes
Income tax expense
7
Net profit / loss
– 214
– 1,544
– 139
– 973
– 75
– 571
20,439
15,959
20,604
20,052
– 165
– 4,093
– 3,711
– 4,826
– 3,711
– 4,826
0
0
16,728
11,133
16,893
15,226
– 165
– 4,093
( in CHF )
( in CHF )
Earnings per share
15
0.47
0.31
Earnings per share – diluted
15
0.46
0.31
28
mobilezone Group
as of December 31,
( in CHF 000 )
2004
2003
Notes
ASSETS
Property, plant & equipment
8
5,385
6,004
Investments in associated companies
9
0
583
10
2,413
2,981
7
303
0
Intangible assets
Deferred tax assets
Other financial assets
11
Non-current assets
Inventories
72
72
8,173
9,640
21,796
22,641
22,030
32,044
Trade accounts receivable
12
Other accounts receivable
13
5,078
6,335
Cash & cash equivalents
14
24,593
11,941
Current assets
73,497
72,961
TOTAL ASSETS
81,670
82,601
369
3,560
20,628
21,317
LIABILITIES AND SHAREHOLDERS’ EQUITY
Share capital
15
Additional paid-in capital ( share premium )
Retained earnings
20,786
3,392
41,783
28,269
2,206
2,297
Deferred tax liabilities
7
Advances received
376
936
0
720
Non-current liabilities
2,582
3,953
Trade accounts payable
27,285
40,587
5,366
4,167
Non-current provisions
16
Current tax liabilities
Current provisions
16
850
0
Other current liabilities
17
3,804
5,625
Current liabilities
37,305
50,379
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
81,670
82,601
29
mobilezone Group
Consolidated cash flow statement
for the years ended December 31
2004
2003
20,439
– 10
4,073
2
130
360
– 272
– 145
– 191
24,386
15,959
679
4,763
– 75
33
1,305
– 125
0
136
22,675
9,982
946
– 829
– 10,980
– 668
– 2,982
19,855
– 2,599
1,017
– 3,353
– 1,627
2,936
– 1,164
17,885
8
10
– 2,599
– 758
– 3,126
– 2,108
8
9
11
30
1,000
0
– 1,537
37
– 3,827
450
0
11
– 1,530
57
– 6,246
0
0
0
– 61
9,592
– 3,216
– 10,646
390
591
– 3,350
– 3,480
– 7,000
– 62
– 541
0
0
0
0
0
– 11,083
Translation adjustments on cash & cash equivalents
– 26
212
Net increase / ( decrease ) in cash & cash equivalents
Cash & cash equivalents at January 1
Cash & cash equivalents at December 31
12,652
11,941
24,593
768
11,173
11,941
( in CHF 000 )
Profit / loss before income taxes
Interest income and expenses, net
Depreciation & amortization
Loss / ( Gain ) on sale of property, plant & equipment
Changes in provisions, net
Changes in allowances, net
Income from associates accounted for using the equity method
Gain on sale of investments in associates
Other ( income ) /expenses not involving the movement of funds
Notes
8, 10
8
16
9
9
Changes in
trade accounts receivable
other accounts receivable
inventories
trade accounts payable
other current liabilities
Income taxes paid
Net cash provided by operating activities
Acquisitions of
property, plant & equipment
intangible assets
Proceeds from disposals of
property, plant & equipment
investments in associated companies
other financial assets
Cash flow relating to acquisitions and disposals of subsidiaries 1
Interest received
Net cash used in investing activities
Repayment of bank loans
Repayment of shareholder loans
Decrease in other interest-bearing liabilities
Interest paid
Capital increase
Partial repayment of nominal value of shares
Purchase of treasury shares
Sale of treasury shares
Issuance of call-options on own shares
Net cash used in financing activities
1
30
15
15
15
15
14
Details on assets and liabilities acquired and disposed of are disclosed in the notes under “Scope
of consolidation” on page 34.
mobilezone Group
Consolidated statement of changes in equity
Movements of shareholders’ equity
( in CHF 000 )
Share
capital
Additional
paid-in
capital
Retained
earnings /
accumulated
deficits
At December 31, 2002
3,560
21,317
– 7,666
Net profit
Capital increase from options exercised
Partial repayment of nominal value of shares
Purchase of treasury shares
– 50
17,161
3,467
11,133
– 25
– 25
– 75
28,269
3,560
21,317
43
9,549
9,592
– 10,238
– 10,256
– 3,216
– 18
– 3,216
Issuance of call-options on own shares
591
Translation adjustments transferred
to the income statement upon de-consolidation
Net profit
Total
11,133
Translation adjustments
Cumulative
translation
adjustment
591
75
75
0
41,783
16,728
369
20,628
20,786
16,728
The line item “Retained earnings / accumulated deficits” includes legally restricted reserves in the
amount of CHF 1,602,000 ( 2003 : CHF 2,198,000 ) which are not available for distribution. Such
legal reserves are established based on the legal requirements of the Swiss Code of Obligations.
The transaction costs related to the issuance of share capital and the purchase of treasury shares
of CHF 272,000 and CHF 112,000 respectively were deducted from additional paid-in capital.
Additional information on the share capital is given in note 15.
31
mobilezone Group
Segment information
( in CHF 000 )
mobilezone Group
2004
2003
Revenues
288,709
344,870
Sales deductions including VAT
– 19,789
– 28,371
Net sales
268,920
316,499
Other operating income
855
1,672
– 209,732
– 249,087
Personnel costs
– 25,375
– 31,171
– 11,281
– 16,204
Cost of materials and merchandise
Operating profit before
depreciation & amortization ( EBITDA )
23,387
21,709
Depreciation of property, plant & equipment
– 2,747
– 3,611
Amortization of intangible assets
– 1,326
– 1,152
173
48
19,487
16,994
Net result of discontinuing operations
Operating profit before interest and tax ( EBIT )
( in CHF 000 )
Non-current assets
mobilezone Group
2004
2003
8,173
9,640
Current assets
73,497
72,961
Total assets
81,670
82,601
Liabilities
39,887
54,332
Net assets
41,783
28,269
3,357
5,234
Investments in non-current assets
The segment “Commerce” comprises mobilezone ag and Europea Trade AG.
The segment “Fixed line telecommunication” comprises globalzone ag and mobilezone international ag
(since January 1, 2004 ).
The segment “Discontinuing operations” comprises Otto Boenicke GmbH & Co. and Otto Boenicke
Vertriebsgesellschaft mbH (both until June 30, 2003) as well as Tebbe Harms Kleen GmbH & Co. KG,
Kleen Vertriebs GmbH & Co. KG and Kleen Handels GmbH (all until May 31, 2004).
32
Commerce
Fixed line
telecommunication
Discontinuing
operations
Other /
eliminations
2004
2003
2004
2003
2004
2003
2004
2003
252,031
253,713
16,749
16,453
20,615
74,905
– 686
– 201
– 16,274
– 18,687
– 1,159
– 1,429
– 2,356
– 8,255
0
0
235,757
235,026
15,590
15,024
18,259
66,650
– 686
– 201
922
1,069
23
0
262
455
– 352
148
– 183,510
– 180,798
– 11,057
– 11,118
– 15,700
– 57,265
535
94
– 22,690
– 23,020
– 286
– 271
– 1,683
– 7,816
– 716
– 64
– 10,003
– 9,914
– 1,174
– 1,186
– 1,306
– 5,005
1,202
– 99
20,476
22,363
3,096
2,449
– 168
– 2,981
– 17
– 122
– 2,638
– 3,010
– 12
– 12
– 97
– 589
0
0
– 1,135
– 1,025
– 191
– 121
0
–6
0
0
0
0
0
0
173
48
0
0
16,703
18,328
2,893
2,316
– 92
– 3,528
– 17
– 122
Commerce
Fixed line
telecommunication
Discontinuing
operations
Other /
eliminations
2004
2003
2004
2003
2004
2003
2004
2003
7,141
7,802
729
722
0
571
303
545
61,288
65,844
5,265
4,296
0
3,717
6,944
– 896
68,429
73,646
5,994
5,018
0
4,288
7,247
– 351
28,343
42,015
3,227
2,364
0
4,033
8,317
5,920
40,086
31,631
2,767
2,654
0
255
– 1,070
– 6,271
3,142
4,439
210
363
5
432
0
0
Except for Europea Trade AG, the segment operations are limited to their respective geographical markets. In 2004 gross sales of
Europea Trade AG came to CHF 21.3 million (previous year CHF 17.4 million) in the EU and CHF 0 million (previous year CHF 3.2 million)
in the Far East and Middle East markets.
33
mobilezone Group
General
mobilezone Group, founded in May 1999, provides services and products in the area of mobile telecommunication. The business model is based on agreements with the three in Switzerland active providers, which pay mobilezone for the procurement of new clients ( one-time commissions ). Due to these
commissions, mobilezone is able to provide its clients with mobile phones either for a very low price
or for free. As per December 31, 2004 mobilezone ag operated 101 shops in all bigger Swiss cities.
Europea Trade AG operates in the wholesale of mobile phones and equipment /accessory – mainly
as supplier of mobilezone ag. The segment “fixed line telecommunication” consists of globalzone ag
and mobilezone international ag. These so-called “switchless” retailers offer their customers fixed
line telecommunication services. The parent company is mobilezone holding ag, Riedthofstrasse 124,
8105 Regensdorf / Switzerland. The Company is listed on the Swiss Exchange SWX.
The consolidated financial statements of mobilezone give a true and fair view of its financial position,
the results of operations and cash flows in accordance with the International Financial Reporting
Standards ( IFRS ) and comply with Swiss law. They have been prepared on a historical cost basis except
for derivative financial instruments and marketable securities that are stated at fair value. The reporting currency is the Swiss franc ( CHF ). The significant accounting policies are set out below.
Scope of consolidation
The scope of consolidation is set out in note 4 to the financial statements of mobilezone holding ag
on page 56. In the previous year the scope of consolidation was extended as per January 1, 2003 by
the acquisitions of Europea Trade AG and Premium Time AG, and reduced by the discontinuation of
both Boenicke companies as per July 1, 2003. In the year under review, the scope of consolidation
was reduced as per May 31, 2004 by the sale of Tebbe Harms Kleen GmbH & Co. KG, Kleen Vertriebs GmbH & Co. KG and Kleen Handels GmbH. The transaction price amounted to CHF 15,000 and
was received in cash. The companies sold in the year under review made net sales with third parties
of CHF 47.3 million and an operating profit ( EBIT ) of nil in 2003. The corresponding amounts for 2004
( 5 months ) are presented separately in the column “Discontinuing operations” of the consolidated income statement. Assets and liabilities as of the date of acquisition and sale, respectively, consisted of :
Acquisitions
2004
2003
—
– 0.5
Other current assets
– 1.5
Total net assets acquired ( purchase price )
—
—
– 2.0
Cash & cash equivalents acquired
—
0.5
Payment made in advance in 2002
—
—
1.1
( in CHF million )
Net cash used in acquisition activities
34
– 0.4
Disposals
2004
2003
1.5
1.1
Other current assets
1.6
7.3
( in CHF million )
0.4
8.0
Bank and other interest-bearing liabilities
0.0
– 8.6
– 3.9
– 6.8
0.0
0.3
( Gain ) / Loss on de-consolidation
– 0.4
1.3
Net cash outflow from de-consolidation
( cash & cash equivalents de-recognized )
– 1.5
– 1.1
Liabilities (excluding Group loans)
Jamba! AG ( Schweiz ), which was included in the consolidated financial statement using the equity
method, was sold as of October 1, 2004 for CHF 1 million, at a gain of CHF 145,000.
Discontinuing operations
On January 20, 2004, mobilezone informed in a press release about its decision to discontinue from
the German activities. In June 2004 the remaining companies in Germany were sold ( Kleen Group ).
Accordingly this segment is presented as in the previous year as a discontinuing operation. The result
of this unit is disclosed separately in the income statement.
Cash flows from discontinuing operations
2004
2003
Cash flow from operating activities
0.0
– 4.1
Cash flow from investing activities
0.0
– 0.4
Cash flow from financing activities with third parties
0.0
– 1.7
( in CHF million )
The de-consolidation of the discontinuing operations caused in the year under review a net gain of
CHF 173,000 ( previous year CHF 48,000 ) included in the income statement under “Net result of
discontinuing operations”. The net result did not have any income tax effect.
35
mobilezone Group
Significant accounting policies
Principles of consolidation
The consolidated financial statements of mobilezone include the financial statements of mobilezone
holding ag and all the subsidiaries it controls directly or indirectly by majority of voting rights. Those
entities are fully consolidated, whereby assets, liabilities, income and expenses are incorporated at
100 % in the consolidated accounts.
Investments and joint ventures, on which mobilezone exercises significant influence but no control, are
recorded according to the equity method and disclosed as “investments in associated companies”. The
share in the profit or loss of associates is presented separately in the income statement. Significant
positions and transactions with such investments and joint ventures are disclosed separately as items
in respect of associated companies.
Capital consolidation is based on the purchase method, whereby the acquisition cost of subsidiaries is
eliminated at the time of acquisition against the fair value of net assets acquired, determined according to uniform corporate valuation principles. During the year under review, companies acquired or
disposed of are consolidated at the date of acquisition and de-consolidated at the date of disposal.
Any gain or loss on de-consolidation is recognized in the income statement.
Accounts payable to, accounts receivable from, and income and expenses between the companies
included in the scope of consolidation are eliminated. Intercompany profits within the Group are also
eliminated upon consolidation.
Discontinuing operations
The net result of discontinuing operations is presented separately in the income statement.
Foreign currency translation
The consolidated financial statements are prepared in Swiss francs. Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rates prevailing at the balance
sheet date. Transactions in foreign currencies are recorded using exchange rates prevailing at the time
of the transaction. Gains or losses arising from the settlement of these transactions are included in
current year’s income.
Assets and liabilities of subsidiaries, which do not report in Swiss francs, are translated into Swiss
francs for consolidation purposes at the exchange rate in effect at the balance sheet date. The income
statement, cash flow statement and other movements are translated at the average rate of the reporting period. Currency translation differences resulting from the translation of the balance sheet and
income statements of subsidiaries and from the translation of equity-like corporate loans denominated
in foreign currencies are recognized directly in equity and presented separately as cumulative translation adjustment.
36
Financial risk management and derivative financial instruments
Approximately 60 % of mobilezone’s purchases for Switzerland are paid in Euro. Due to the short-term
nature of payments and the high inventory turnover, the Group does generally not hedge any foreign
currency risks on purchases. Accordingly, the Group used only to a small degree derivative financial
instruments with a short duration during the year under review. At the balance sheet date any open
contracts are measured at fair value with any fair-value changes recognized in the income statement.
Property, plant & equipment are stated at historical cost less accumulated depreciation and impairment
losses. Property, plant & equipment acquired by way of finance leases are stated at an amount equal
to the lower of the present value of the minimum lease payments and their fair value. The corresponding finance lease liabilities are presented as a liability on the balance sheet. Depreciation is charged
to the income statement on a straight-line basis over the following estimated useful lives of items of
property, plant & equipment :
Administration buildings
22 years
Office equipment and furniture incl. EDP
2 to 5 years
Shop equipment
5 to 8 years
Vehicles
3 to 5 years
Intangible assets
Acquired rights such as contracts with clients, lessors, suppliers and similar rights that are generating
a positive cash flow are capitalized and amortized over 5 years at maximum. Goodwill arising on an
acquisition, determined as the difference between the purchase price and the fair value of the net
assets acquired, is capitalized and amortized on a straight-line basis over its estimated useful life,
but limited to 20 years at maximum. IFRS 3 that is applied to business combinations for which the
agreement date is on or after March 31, 2004, did not have any impact on the consolidated financial
statements for lack of acquisitions. From the financial year 2005, goodwill will no longer be amortized
on a straight-line basis under IFRS 3, but will be tested annually for impairment.
Impairment
The carrying amounts of the Group’s non-current assets, including goodwill and other intangible
assets, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Whenever the carrying
amount of an asset exceeds its recoverable amount, an impairment loss is recognized in the income
statement in that amount. The recoverable amount is the higher of the expected discounted cash flows
and the estimated net selling price.
Inventories
Inventories are stated at the lower of cost and net realizable value. The cost of inventories is calculated
using the weighted average method. Goods with long storage periods and obsolete stocks are written
37
mobilezone Group
down. Net realizable value is the estimated selling price in the ordinary course of business, less selling
expenses. The proceeds from the sale of inventories normally comprise both the price for the mobile
communication product and the commission due from the telecommunication provider for the introduction of a new subscriber. The price of the mobile communication product is determined based on
whether the product is sold on a stand-alone basis or in conjunction with a subscription. Net realizable
value therefore takes into account both components. In addition, the Company benefits from price
protection arrangements with certain suppliers that are also considered in determining the need for
any write-off.
Trade and other accounts receivable
Trade and other accounts receivable are stated at their nominal amounts less any valuation adjustments for credit risks.
Cash & cash equivalents are stated at nominal value. They include cash on hand, postal and bank
accounts, and money market deposits with original due dates of 3 months or less.
Provisions
A provision is recognized on the balance sheet when the Group has a legal or constructive obligation
as a result of a past event ; it is probable that an outflow of economic benefits will be required to settle
the obligation, and the amount can be estimated reliably. The provisions are determined based on the
best possible estimate. If the effect is material, provisions are determined by discounting the expected
future cash flow at the balance sheet date at a rate that reflects current market assessments of the time
value of money and the risks specific to the liability.
Contingent liabilities are disclosed if a future obligation is possible or a present obligation exists,
but an outflow of resources embodying economic benefits is not probable or the amount cannot be
reliably estimated.
Leasing
Lease contracts are recognized when the significant risks and rewards of ownership are assumed
by the Group. Lease payments are divided according the annuity method into interest and principal
payments. Leased assets are depreciated over the lower of the lease term and the estimated
useful life.
Payments made under operating leases are recognized in the income statement on a straight-line
basis over the term of the lease. Lease incentives are recognized in the income statement as an
integral part of the total lease expense. Revenue-based and other contingent leases are accrued on
an estimated basis.
38
Retirement benefits
No retirement benefit plan existed for the employees in Germany ( employed by mobilezone until May
2004 ). The mobilezone Group’s Swiss companies have joined with all relevant risks a multi-employer
plan established under Swiss law as a defined contribution plan. The plan is funded by employees’ and
employers’ contributions and has certain characteristics of a defined benefit plan. The financial impact
of this plan on the consolidated financial statements is determined based on the projected unit credit
method. In accordance with IAS 19, the difference between plan assets and defined benefit obligation
is principally recognized as an asset or a liability on the consolidated balance sheet. However, a pension
surplus is recognized as an asset only if the asset embodies future economic benefits that are actually
available to the Group in the form of refunds or reductions in future contributions. Actuarial gains and
losses arising from the periodical reassessments by external actuaries are recognized, if and to the
extent that they exceed 10 % of the higher of the projected benefit obligation and the fair value of plan
assets. The amount exceeding this “corridor” is amortized over the expected average remaining
working lives of the employees participating in the plan.
Revenue
The net sales include all revenues from the sale of goods and services, less rebates, discounts, VAT and
write-downs of trade accounts receivable. Revenue from sale of goods is recognized in the income
statement when the significant risks and rewards of ownership have been transferred to the buyer.
One-time commissions from providers are recognized at the time of the conclusion of the contract.
The recurring airtime profit-sharing commissions are normally based on the subscribers’ monthly
payments of phone bills to the providers. They are accrued and recognized in the income statement
based on the respective revenues generated and communicated by the providers for a specific period.
Income tax
Current tax is determined on the taxable income for the year, and recognized in the income statement.
Deferred tax is recognized using the balance sheet liability method, on any temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for tax purposes. Deferred tax is calculated using tax rates enacted or substantially enacted
at the balance sheet date and based on the expected manner of realization and settlement. A deferred
tax asset is recognized only to the extent that it is probable that future taxable profits will be available
against which the unused tax losses and credits can be utilized.
39
mobilezone Group
Notes to the consolidated income statement
1
Net sales
2004
2003
Mobile communication products
121,745
128,732
One-time commissions and recurring “airtime”
profit-sharing commissions from providers
116,813
122,572
Fixed line telecommunication revenues and telephone cards
14,903
14,876
Kiosk assortment
15,459
50,319
268,920
316,499
2004
2003
Wages and salaries
22,408
27,067
Social security costs
2,067
3,198
Pension costs
519
599
Other employee benefit costs
381
307
25,375
31,171
309
378
( in CHF 000 )
Total net sales
2
Personnel costs
( in CHF 000 )
Total personnel costs
Number of employees at balance sheet date ( based on full-time employment )
Option program
In 2003 the existing option program for the members of the Board of Directors, the executive and upper
management was replaced by a bonus agreement. In the years 2001 and 2002, the following options
were granted according to the conditions set out below :
Grant year
Number
Expiry
2002
2001
989,000
1,720,000
April 15 , 2005
Nov. 29 , 2004
Exercise ratio
1: 1
1: 1
Exercise price
1.275
3.650
Due to the partial reduction of nominal value and the repurchase of shares during the year under
review, the exercise price was reduced in accordance with the provisions of the program by CHF 0.16
per option.
40
The allocated options vest over 3 years from grant date.
The issuance of the options, except for the social security contribution, is not recognized in the consolidated financial statements.
Until December 31, 2004, the following option had been exercised :
Grant year 2002
Number
Exercise price
On June 2, 2004
137,800
1. 275
On December 7, 2004
175,000
1. 115
Number
Exercise price
1,720,000
3.49
Grant year 2001
On December 7, 2004
Employee benefits
The actuarial calculation performed in accordance with IAS 19 as of December 31, 2004, and resulted
in the following situation :
Components of pension costs
2004
2003
Current service costs
987
1,010
Interest costs
225
168
– 134
– 157
( in CHF 000 )
Expected return on plan assets
Recognized actuarial loss in the current year
13
0
Pension cost, gross
1,091
1,021
Less employee’s contributions
– 572
– 422
519
599
2004
2003
Pension costs, net
Funded status and recognized asset / ( liability )
( in CHF 000 )
Present value of defined benefit obligation
– 5,914
– 6,432
Fair value of plan assets
5,214
5,947
Excess of funded obligation over assets
– 700
– 485
Unrecognized actuarial losses
Adjustment due to IAS 19 para. 58
Recognized pension asset / ( liability ) as of December 31
817
743
– 117
– 258
0
0
41
mobilezone Group
Roll-forward of the amount recognized
2004
2003
( in CHF 000 )
Pension asset / ( liability ) as of January 1
0
0
Pension costs
– 1,092
– 1,021
Contributions
951
1,129
Change of adjustment due to IAS 19 para. 58
141
– 108
0
0
Pension asset / ( liability ) as of December 31
The following assumptions were applied :
2004
2003
Discount rate
3.25%
3.50 %
Expected return on plan assets
2.25 %
3.25%
0 – 1.5 %
0 – 1.5 %
0%
0%
up to 21.9%
up to 21.9%
7.3 years
7.7 years
306
286
2004
2003
Future salary increases
Future benefit increases
Fluctuation rate
Average remaining service years
Number of insured employees at December 31
3
( in CHF 000 )
Operating lease costs
Marketing
General and administrative costs
less : contributions received from third parties
Total other operating costs
6,556
9,090
15,763
15,596
6,802
8,533
– 17,840
– 17,015
11,281
16,204
Marketing costs are mostly and operating lease costs to a lesser extent borne by cost contributions
and location contributions of business partners.
4
Net result of discontinuing operations
2004
2003
423
– 1,322
( in CHF 000 )
Gain on disposal of investments
Provision made for litigation claims
Partial purchase price refund Boenicke Group
Total net result of discontinuing operations
The net result did not have any income tax effect.
42
– 250
– 500
0
1,870
173
48
5
Other financial income
2004
2003
39
59
145
0
( in CHF 000 )
Interest on bank accounts
Gain on disposal of Jamba ! AG ( Schweiz )
6
Foreign exchange differences
710
325
Total other financial income
894
384
2004
2003
29
133
Financial expenses
( in CHF 000 )
Interest on bank loans
Other interest expenses
0
612
Bank commissions and foreign exchange differences
185
799
Total financial expenses
214
1,544
In the year under review, there were not any significant interest-bearing liabilities. The average interest rate on the interest-bearing liabilities existing in 2003 was 5.7% on bank loans ( EUR ), 5.5 % on
shareholder loans ( CHF ) and 6.3 % on financial lease liabilities ( EUR ).
7
Income tax expense
2004
2003
Current income tax expense
4,104
4,501
Deferred income tax expense
– 393
325
Total income tax expense
3,711
4,826
( in CHF 000 )
Current income tax expense solely relates to the profit of the year under review. Deferred income tax
expense solely relates to changes in temporary differences and the recognition of tax loss carryforwards. Taxes on capital are included in “Other operating costs”.
43
mobilezone Group
Income tax expense reconciliation
2004
2003
( in CHF 000 or as indicated )
Profit before income taxes
20,439
15,959
Expected average applicable tax rate
21.1%
21.4 %
Income tax at the expected average applicable rate
4,310
3,409
Items that increase / reduce income tax expense :
Tax exempt income
Effect of previously unrecognized tax losses utilized
Unrecognized tax loss carry-forwards on current losses
Recognition of tax loss carry-forwards of previous periods
– 65
– 136
– 221
– 48
125
1,640
– 303
0
Effect of tax rate changes
– 135
– 39
Effective income tax expense
3,711
4,826
Deferred tax assets
2004
2003
303
0
( in CHF 000 )
Tax benefits of loss carry-forwards
The Group disposes of tax benefits of loss carry-forwards of CHF 368,000 ( 2003 : CHF 2,399,000 )
that were not recognized due to the uncertainty as to whether future taxable profit will be available
against which the Group will be able to utilize such benefits. The related tax losses of CHF 4,715,000
expire in 2009.
Deferred tax liabilities
2004
2003
131
97
1,670
1,788
382
388
( in CHF 000 )
Intangible assets
Inventories
Provisions
Total deferred tax liabilities
44
23
24
2,206
2,297
Notes to the consolidated balance sheet
8
( in CHF 000 )
Land
and
buildings
Shop
equipment
Other
property,
plant &
equipment
Total
6,863
15,993
3,999
26,855
2,147
979
3,126
Cost :
Additions
Disposals
Changes in scope of consolidation
– 1,718
– 807
– 2,525
– 7,288
– 5,211
– 1,764
– 14,263
425
459
98
982
0
11,670
2,505
14,175
2,446
153
2,599
– 804
– 196
Translation adjustment
Additions
Disposals
– 2,349
– 40
– 1,000
– 2,349
– 40
0
10,923
2,462
13,385
2,020
Accumulated depreciation :
7,899
2,664
12,583
Additions
2,993
618
3,611
Disposals
– 1,466
– 684
– 2,150
– 2,145
– 2,906
– 1,302
– 6,353
125
283
72
480
0
6,803
1,368
8,171
2,166
581
2,747
– 804
– 164
Additions
Disposals
– 1,916
– 34
– 968
– 1,916
– 34
0
6,215
1,785
8,000
0
4,867
1,137
6,004
0
4,708
677
5,385
2004
2003
0
0
30,780
31,882
0
0
Carrying amount :
Property, plant & equipment pledged as collateral
Fire insurance value of property, plant & equipment
Assets held under finance leases
45
mobilezone Group
9
Investments in associated companies
Share of equity
in associated companies
( in CHF 000 )
458
Share of results
125
583
Share of results
272
Disposals
– 855
0
It is the 49.9 % investment in Jamba ! AG ( Schweiz ). A gain of CHF 145,000 resulted from the disposal.
10
Intangible assets
( in CHF 000 )
Acquired
shop locations
Acquired
goodwill
Customer
list
Total
2,109
28,980
Cost :
1,510
32,599
Additions
1,462
646
2,108
– 111
– 14
– 125
11
1
12
2,143
34,594
355
758
Additions
3,471
Disposals
28,980
403
– 28,980
– 28,980
–6
–6
3,868
0
2,498
6,366
1,301
28,980
Accumulated amortization :
218
30,499
Additions
768
384
1,152
– 36
– 10
– 46
Additions
8
2,041
28,980
843
Disposals
8
592
31,613
483
1,326
– 28,980
– 28,980
–6
–6
2,878
0
1, 075
3,953
1,430
0
1,551
2,981
990
0
1,423
2,413
Carrying amount :
46
11
Other financial assets
( in CHF 000 )
Disposals
Advance payments
on acquisitions
Rent deposits
Total
1,100
83
1,183
– 1,100
– 11
– 1,111
0
72
72
0
72
72
Additions /disposals
12
0
2004
2003
23,566
33,397
( in CHF 000 )
Accounts receivable from third parties
Accounts receivable from associated companies
13
0
36
Valuation allowance
– 1,536
– 1,389
Total trade accounts receivable
22,030
32,044
2004
2003
4,815
5,676
263
659
Total other accounts receivable
5,078
6,335
2004
2003
15,593
11,824
( in CHF 000 )
Prepaid expenses and accrued income
14
( in CHF 000 )
Cash on hand, at banks and on postal accounts
Fixed term deposits
Total cash & cash equivalents
9,000
117
24,593
11,941
Cash & cash equivalents are not subject to any restrictions (2003: CHF 304,000). The effective interest
rate on fixed term deposits was 0.45 % in the year under review.
47
mobilezone Group
15
Share capital
Bearer shares
Issued and fully paid-in at December 31, 2002
Capital increase for the purpose of pooling the bearer shares
Issued and fully paid-in at December 31, 2003
Capital increase from employee options exercised
CHF 0.01
par value
CHF 0.10
par value
6,000
35,599,400
– 6,000
2,544
0
35,601,944
0
137,800
35,739,744
– 35,739,744
Capital increase from employee options exercised
1,895,000
0
Capital increase from shareholder options exercised
1,000,000
0
Number of shares issued at December 31, 2004
38,634,744
0
reduced by treasury shares :
from share repurchase 2004, planned destruction
– 1,776,326
Partial reduction of nominal value from CHF 0.10 to CHF 0.01 per share
held for trading purposes
Number of shares issued and outstanding at December 31, 2004
– 5,273
36,853,145
As of September 6, 2004, the Company started a share repurchase program with tradable put options to the extent of 5 % of the issued share capital. Until the end of the tender period on September 21, 2004, the Company was offered 1,776,326 shares for the repurchase price of CHF 5.70 per
share. The Board of Directors proposes to the Annual General Meeting on April 14, 2005, a share
capital reduction in the amount of the volume repurchased. On March 11, 2005, the Board of Directors intends to announce an other share repurchase program with tradable put options to the extent
of 5 % of the issued share capital and to propose to the Annual General Meeting on April 14, 2005,
the destruction of the repurchased shares.
The treasury shares do not have any dividend nor voting rights at the meeting of the shareholders.
All outstanding shares are equally entitled to dividends and voting rights.
Details on treasury shares and the contingent and authorized capital are included in the Note 5 to
the annual financial statements of mobilezone holding ag on page 57.
48
Calculation of earnings per share
16
2004
2003
Consolidated net profit
CHF
16,728,000
11,133,000
Weighted average number of shares outstanding
Pieces
35,437,000
35,601,000
Earnings per share – basic
CHF
0.47
0.31
Consolidated net profit
CHF
16,728,000
11,133,000
Weighted average number of outstanding and potential shares
Pieces
36,158,000
35,869,000
Earnings per share – diluted
CHF
0.46
0.31
Provisions
( in CHF 000 )
At January 1
Litigation and
warranty claims
Discontinuing
Operations
Total 2004
Total 2003
220
500
720
829
250
250
500
Additions
Used
0
– 128
– 120
– 339
0
– 163
0
21
Reversed
– 120
At December 31
100
750
850
720
Thereof current
100
750
850
0
The increase in the provision for discontinuing operations consists of claims related to the discontinuing business activities in Germany. The payment of the amount is expected to take place in the first
half-year of 2005. After finalizing the liquidation of former foreign TEGE entities, the related provision
of CHF 120,000 was released. The remaining provision for warranty claims relates to expected claims
from the sale of mobile phones.
17
Other current liabilities
2004
2003
Accrued expenses an deferred income
2,349
3,559
Other current accounts payable
1,455
2,066
Total other current liabilities
3,804
5,625
( in CHF 000 )
49
mobilezone Group
Other disclosures
18
Operating Leases
As of December 31, 2004, mobilezone Group operated 101 shops of which all were leased. Leases typically have fixed terms between 3 and 5 years, with an option to renew for several years.
Future payments under fixed term operating leases as of balance sheet date will become due as follows:
At December 31
2004
2003
6,148
7,098
16,411
15,010
( in CHF 000 )
Less than one year
Between one and five years
More than five years
Total
5,414
3,760
27,973
25,868
The expected lease income from sublease arrangements amounts to CHF 390,000 (2003: CHF 433,000).
During the year under review, CHF 6,556,000 were recognized as an expense in the income statement
in respect of operating leases (2003: CHF 9,090,000). These expenses included revenue-based rents
in the amount of CHF 89,000 (2003: CHF 178,000).
19
Contingent liabilities and similar commitments, capital commitments
and restrictions of ownership
As of December 31, 2004 and 2003, no items had to be reported under this heading.
20
Financial instruments
Credit risk
The Group is exposed to credit risks in the ordinary course of its operating activities. Due to industry practice – most sales are paid in cash – relatively few receivables are outstanding compared
to total sales. There is a concentration of credit risk due to the facts that the mobile telecommunication providers are a limited number of enterprises regulated by law. Such risks are considered in
the negotiation of relatively short payment terms.
Foreign currency risk
The revenues in the retail business and in the fixed line telecommunication are all denominated in local
currency. Purchases in the retail business are denominated up to approximately 60% in Euro. The Group
decided not to hedge to a great extent the currency risk on purchases due to the short payment terms
50
and the high inventory turnover. The wholesale business is not exposed to any currency risk. In the
year under review derivative financial instruments with short duration were used to a minor extent.
As per December 31, 2004, there were no open contracts.
Interest rate risk
No long-term financial liabilities or long-term fixed interest bearing investments existed during the
year under review.
Fair value of financial assets and liabilities
The fair values of the Group’s financial assets and liabilities approximate their carrying amounts.
21
Transactions with related parties
The following are considered related parties to the Group :
Autronic AG, Dübendorf
Morasol AG ( until July 15, 2004 ), Regensdorf
Immoplaza AG, Regensdorf
Rudolf Baer, Watt ; delegate of the Board of Directors and CEO ;
significant shareholder of mobilezone holding ag, Morasol AG and Immoplaza AG
Hans-Ulrich Lehmann, Glattfelden ; member of the Board of Directors ;
significant shareholder of mobilezone holding ag, Autronic AG, Morasol AG
and Immoplaza AG
Business relationships with related parties
Autronic AG is a distributor of Nokia and Samsung mobile phones in Switzerland. Autronic AG has no
exclusive delivery rights and the purchases are effected at arm’s length.
Until the end of 2003, Morasol AG ( formerly best-buy ag ) operated retail shops with an assortment of
household and entertainment electronics in Switzerland. mobilezone used Morasol AG as additional
sales channel for mobile phone assortments at places where an own location would not be profitable.
The deliveries were effected at arm’s length. Morasol AG used head office services of mobilezone
at the location in Regensdorf at full cost rates. In 2003 Morasol AG successively discontinued its
operations.
The mobilezone Group’s head office and central warehouse are located in a building of Immoplaza AG
at Riedthofstrasse in Regensdorf. mobilezone benefits from special lease conditions in this related
party transaction.
51
mobilezone Group
Transactions and balances with related parties
2004
2003
60,006
40,575
—
1,233
( in CHF 000 )
Purchases of mobile phones from Autronic AG
Sales of mobile phones and accessories to Morasol AG
Purchases of goods and fixed assets from Morasol AG
—
883
Income from head office services provided to Morasol AG
—
375
Operating lease expenses to Immoplaza AG
Accounts payable to Autronic AG
Accounts receivable from Morasol AG
22
52
293
273
8,220
5,608
—
62
Post-balance-sheet events
There have been no events that would have a significant impact on the consolidated financial statements. The Board of Directors approved the consolidated financial statements for issue on March 10,
2005. They are subject to approval by the Annual General Meeting as of April 14, 2005.
mobilezone Group
Report of the Group Auditors
Report of the Group Auditors to the General Meeting of
mobilezone holding ag, Regensdorf
As Group auditors, we have audited the consolidated financial statements presented on pages
28 to 52 ( balance sheet, income statement, statement of changes in equity, cash flow statement and
notes ) of mobilezone holding ag for the year ended December 31, 2004.
These consolidated financial statements are the responsibility of the Board of Directors. Our
responsibility is to express an opinion on these consolidated financial statements based on our audit.
We confirm that we meet the legal requirements concerning professional qualification and
independence.
Our audit was conducted in accordance with auditing standards promulgated by the Swiss profession and with the International Standards on Auditing ( ISA ), which require that an audit be planned
and performed to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We have examined on a test basis evidence supporting the
amounts and disclosures in the consolidated financial statements. We have also assessed
the accounting principles used, significant estimates made and the overall consolidated financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements give a true and fair view of the financial
position, the results of operations and the cash flows in accordance with the International Financial
Reporting Standards ( IFRS ) and comply with Swiss law.
We recommend that the consolidated financial statements submitted to you be approved.
KPMG Fides Peat
Fredy Luthiger
Markus Ackermann
Swiss Certified Accountant
Auditor in Charge
Zurich, March 10, 2005
53
Income statement
January 1 to December 31
2004
2003
7,585
13,874
2,297
24
Reversal of provisions and impairment losses / allowances
570
370
Gain on disposal of investments
501
0
( in CHF 000 )
Income from investments
Notes
1
Financial income
Other income
1,764
521
Total income
12,717
14,789
1,888
1,105
Administrative expenses
Financial expenses
Losses on investments
Total expenses
Net profit
54
2
61
375
263
3,732
2,212
5,212
10,505
9,577
Balance sheet before appropriation of available earnings
as of December 31
( in CHF 000 )
2004
2003
Notes
ASSETS
Treasury shares
7,083
290
10,256
0
1,122
1,024
Accounts receivable from
Group companies
Third parties
25
50
1
272
18,487
1,636
30,576
31,120
Non-current assets
30,576
31,120
Total assets
49,063
32,756
Prepaid expenses and accrued income
Current assets
Investments
4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current accounts payable to
Third parties
238
99
2
782
Accrued expenses and deferred income
299
261
Current liabilities
539
1,142
Provisions
750
720
Group companies
Share capital
386
3,560
General reserves
26,627
38,544
Reserve for own shares
10,256
0
0
362
0
– 21,149
Unrestricted reserves
Available earnings / accumulated deficits
Balance brought forward
Net profit
Total liabilities and shareholders’ equity
5
10,505
9,577
47,774
30,894
49,063
32,756
55
There are no further facts than disclosed hereafter that would require disclosure in accordance with
Art. 663 b of the Swiss Code of Obligations.
1
Income from investments
This line item includes dividend and interest income relating to investments in subsidiaries and
associates.
2
Losses on investments
This line item includes the write-off of investments and accounts receivable from Group entities
recognized and the provision made in relation to the discontinuing operations.
3
Contingent liabilities at December 31
2004
2003
643
951
99
1,040
p. m.
p. m.
( in CHF 000 )
Subordination letters issued in favour of subsidiaries
Additional guarantees in favour of subsidiaries
Joint and several liability from VAT – Group taxation
4
Scope of consolidation and significant investments in subsidiaries and associates
Investment held Paid-in capital
( %)
( in CHF 000 )
Consolidation
Switzerland
Europea Trade AG, Regensdorf
100.0
100
C
globalzone ag, Regensdorf
100.0
100
C
Jamba ! AG ( Schweiz ), Regensdorf
until Sept. 30 , 2004
E
mobilezone ag, Regensdorf
100.0
2,850
C
mobilezone international ag, Regensdorf
100.0
200
C
Germany
Otto Boenicke GmbH & Co. KG, Holzkirchen
until June 30 , 2003
C
Otto Boenicke Vertriebsgesellschaft mbH, Holzkirchen
until June 30 , 2003
C
2
Tebbe Harms Kleen GmbH & Co. KG, Hausham
until May 31, 2004
C
1
Kleen Vertriebs GmbH & Co. KG, Hausham
until May 31, 2004
C
2
Kleen Handels GmbH, Hausham
until May 31, 2004
C
2
C = Fully consolidated
E = Included in the consolidated financial statements according to the equity method
56
1
Indirectly owned subsidiary of mobilezone holding ag ( via Kleen Vertriebs GmbH )
2
Management company not engaged in operations
5
Share capital, authorized and conditional capital increases
As per December 31, 2004, the ordinary share capital comprises of 38,634,744 bearer shares at a
par value of CHF 0.01 each. At balance sheet date, an authorized share capital of CHF 30,000 existed
( 2003 : CHF 0 ). A conditional share capital amounting to CHF 139,672 ( previous year : CHF 1,700,000 )
is earmarked for the exercise of employee stock options ( up to CHF 29,672 ), for the exercise of conversion and option rights relating to any debenture loans ( up to CHF 100,000 ) and for the exercise of
other options ( up to CHF 10,000 ). At balance sheet date, options for the issuance of 676,200 ( previous
year : 3,772,750 ) bearer shares at a par value of CHF 0.01 were outstanding.
Share repurchase, treasury shares
On September 6, 2004 the Company started a share repurchase program with tradable put options to
the extent of 5 % of the issued share capital. Until the end of the tender period on September 21, 2004
the Company was offered 1,776,326 shares for a repurchase price of CHF 5.70 per share. The Board
of Directors proposes to the Annual General Meeting on April 14, 2005, a share capital reduction in
the amount of the volume repurchased. On March 11, 2005, the Board of Directors intends to announce an other share repurchase program with tradable put options to the extent of 5 % of the issued
share capital and to propose to the Annual General Meeting of April 14, 2005, the destruction of the
repurchased shares.
Change in number of treasury shares
Amount of
bearer shares
As per January 1, 2004
Purchases from stock repurchase program
Price in CHF
Maximum Average Minimum
0
0
0
0
0
1,776,326
5.70
5.70
5.70
10,125
99,229
4.40
4.13
3.81
410
– 93,956
4.37
4.16
4.04
Transaction costs relating to
stock repurchase program
Other purchases at cost
Disposals at sale prices
As per December 31, 2004
Total
( in CHF 000 )
112
1,781,599
– 391
10,256
57
Significant shareholders
According to the information to the Board of Directors as per year-end, the following shareholders
controlled more than 5 % of the share capital :
At December 31
2004
2003
22
37
8
14
( in %)
Hans-Ulrich Lehmann / Lehmann Holding AG
Rudolf Baer / B & B Beratungs AG
Martin Lehmann
Schroders Plc., GB-London
Asialand Holding Corp., VG-Tortola
STW Ltd., VG-Tortola
Erich Traber
Total
58
5
10
10
—
5
5
—
5
5
5
55
76
Proposal by the Board of Directors
The Board of Directors of mobilezone holding ag proposes to the Annual General Meeting of shareholders on April 14, 2005, to carry forward the available earnings.
2004
2003
( in CHF 000 )
Balance brought forward
0
– 21,148,959
Net profit
10,505,455
9,577,075
Available earnings / accumulated deficits
10,505,455
– 11,571,884
To be carried forward
10,505,455
0
0
– 361,930
To be offset against unrestricted reserves
To be offset against general reserves
Total
0
– 11,209,954
10,505,455
– 11,571,884
59
Report of the Statutory Auditors
Report of the Statutory Auditors to the General Meeting of
mobilezone holding ag, Regensdorf
As statutory auditors, we have audited the accounting records and the financial statements
presented on pages 54 to 58 ( balance sheet, income statement and notes ) of mobilezone holding ag
for the year ended December 31, 2004.
These financial statements are the responsibility of the Board of Directors. Our responsibility is
to express an opinion on these financial statements based on our audit. We confirm that we meet
the legal requirements concerning professional qualification and independence.
Our audit was conducted in accordance with auditing standards promulgated by the Swiss profession, which require that an audit be planned and performed to obtain reasonable assurance
about whether the financial statements are free of material misstatement. We have examined on a
test basis evidence supporting the amounts and disclosures in the financial statements. We have
also assessed the accounting principles used, significant estimates made and the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the accounting records and the financial statements, as well as the proposal to carry
forward the available earnings, comply with Swiss law and the Company’s articles of incorporation.
We recommend that the financial statements submitted to you be approved.
KPMG Fides Peat
Fredy Luthiger
Markus Ackermann
Auditor in Charge
Zurich, March 10, 2005
60
mobilezone branches
Shop addresses
Aarau Bahnhofstrasse 11
Olten Baslerstrasse 60
Aigle Centre Commercial MMM Centre,
Rapperswil Obere Bahnhofstrasse 44
Chemin sous le Grand Pré 4
Regensdorf Einkaufszentrum Regensdorf;
Arbon Zentrum Novaseta
Riedthofstrasse 124 (head office)
Baden Badstrasse 7
Rorschach Hauptstrasse 67
Balerna Centro Breggia, Via San Gottardo 56 a
Schaffhausen Vordergasse 41
Basel RailCity SBB Bahnhofpasserelle 1. OG /
Schönbühl SHOPPYLAND, Industriestrasse 20
Güterstrasse 115; Claraplatz / Rebgasse 2;
Sierre Noës, Centre Commercial
Gerbergasse 70; Shopping-Center St.-Jakob-Park
Signy Centre Commercial, Rue des Fléchères
Bellinzona Via Nosetto 4
Sion Rue de la Porte-Neuve 21
Bern Von-Werdt-Passage 3;
Solothurn Marktplatz 45
Waaghaus-Passage 8
Spreitenbach Shopping-Center Tivoli
Biel / Bienne Bahnhofstrasse 6; Nidaugasse 60;
Stans EKZ Länderpark
CARREFOUR, Centre Boujean, Zürichstrasse 24
Steinhausen EKZ Zugerland
Brig Bahnhofstrasse 24
Sursee EKZ Sursee
Buchs SG Bahnhofstrasse 28
St. Gallen Hauptbahnhof Shoppingpassage;
Bülach Marktgasse 21;
Neugasse 35; EKZ Neumarkt 1
MIGROS Center Süd, Feldstrasse 85
St. Margrethen Rheinpark
Burgdorf Poststrasse 7
Thun Bälliz 4; LOEB, Bälliz 39
Chur Helvetia-Passage / Bahnhofstrasse 7
Vernier CARREFOUR, Route de Meyrin 171
Collombey Centre Commercial, Parc du Rhône
Vevey Centre Commercial Midi Coindet
Crissier Centre MIGROS
Villars-sur-Glâne CARREFOUR,
Delémont Avenue de la Gare 42
Route de Moncor 1
Dietlikon CARREFOUR, Industriestrasse 28
Visp Bahnhofstrasse 2
Écublens Centre Commercial du Croset 1
Volketswil VOLKI-LAND, Industriestrasse 1
Egerkingen Gäupark, Pavillon EG
Wallisellen Glattzentrum,
Emmenbrücke Emmen-Center
middle salesfloor
Fribourg Rue de Romont 6
Weinfelden Zentrum-Passage 1
Genève Centre Commercial Planète Charmilles;
Wil SG Obere Bahnhofstrasse 21
Eaux-Vives 2000; Place du Molard 3; Rue de Rive 10;
Winterthur Einkaufszentrum Neuwiesen,
Rue de Carouge 18; Rue du Mont-Blanc 17
Strickerstrasse 3;
Genève-Meyrin Centre Commercial
Marktgasse / Obere Kirchgasse 22;
Grancia Parco Commerciale Grancia
Zentrum Stadttor / Bahnhofplatz 5
Heimberg CARREFOUR, Blümlisalpstrasse 61
Wohlen Bahnhofstrasse 5
Hinwil CARREFOUR, Wässeristrasse 38
Yverdon Centre Commercial Bel-Air,
Kreuzlingen Hauptstrasse 55
Rue d’Orbe; Rue du Lac 24
Kriens EKZ Hofmatt, Luzernerstrasse 30
Zug Einkaufszentrum Metalli,
La Chaux-de-Fonds Avenue Léopold-Robert 33;
Baarerstrasse 16
CARREFOUR, Boulevard des Éplatures 20
Zürich Bahnhofstrasse 87; Löwenstrasse 56;
Langenthal Bärenplatz / Marktgasse 12–14
City Shopping, Löwenstrasse 35;
Lausanne Rue de Bourg 17; Rue Mauborget 12
Stauffacherstrasse 35; Theaterstrasse 12
Liestal Rathausstrasse 29
Zürich-Oerlikon Einkaufszentrum Neumarkt,
Locarno Largo Zorzi
Hofwiesenstrasse 350
Luzern Kapellgasse 7; Pilatusstrasse 7
Lyss Hirschenplatz 1a
Marin-Épagnier Centre Commercial MANOR Marin,
Avenue Champs-Montants
Martigny Centre Commercial Manoir
Mels Pizol Center, Grossfeldstrasse 63
Montreux Centre Forum, Place du Marché 6
Morges Grand-Rue 10
Meyrin EPA, Centre Commercial
Neuchâtel Rue du Seyon 5
Nyon Centre Commercial La Combe,
Rue de la Morâche 6
Oftringen Perry Center, Bernerstrasse
Situation in April 2005
63
Company addresses
Riedthofstrasse 124
CH-8105 Regensdorf
Tel. ++ 41 ( 0 ) 43 388 77 11
Fax ++ 41 ( 0 ) 43 388 77 12
E-mail: mobilezoneholding @ mobilezone.ch
Investor relations : Wolfgang Gross
Media relations : Ruedi Baer
mobilezone ag
Riedthofstrasse 124
CH-8105 Regensdorf
Tel. ++ 41 ( 0 ) 43 388 77 11
Fax ++ 41 ( 0 ) 43 388 77 12
E-mail: info @ mobilezone.ch
www.mobilezone.ch
Europea Trade AG
Riedthofstrasse 124
CH-8105 Regensdorf
Tel. ++ 41 ( 0 ) 43 388 76 70
Fax ++ 41 ( 0 ) 43 388 76 77
E-mail: manuel.nieto @ europea.ch
globalzone ag
Riedthofstrasse 124
CH-8105 Regensdorf
Tel. ++ 41 ( 0 ) 43 388 77 11
Fax ++ 41 ( 0 ) 43 388 77 97
E-mail : info @ globalzone.ch
www.globalzone.ch
mobilezone international ag
Riedthofstrasse 124
CH-8105 Regensdorf
Tel. ++ 41 ( 0 ) 43 388 77 11
Fax ++ 41 ( 0 ) 43 388 77 12
E-mail: info @ mobilezone.ch
www.mobilezone.ch

Annual report mobilezone holding ag

Transcription

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