Kinepolis Group NV
Transcription
Kinepolis Group NV
Cover kinepolis GB 24-05-2002 16:26 Page 3 Cover kinepolis GB 24-05-2002 16:26 Page 4 Contents 1. Kinepolis concept 2. Foreword from the Chief Executive Officers 3. Board Management Supervision 1. Committee of Directors 3. P.4 Profile of the Group 1. Significant Events 4. Discussion of key figures 5. Prospects 6. P u rch a s e o f ow n s h a r e s 7. K i n e t i ck e t 8. D e ve l o p m e n t o f a c t iv i t i e s p e r B u s i n e s s U n i t 1. Cinema Operation 9. P.5 P.15 H u m a n R e s o u rc e s 1 0 . C o r p o ra t e g ove r n a n c e 1. Capital Structure P.31 11. Discussion of the consolidated figures 1. Presentation of the consolidated key figures 2. Comments on the consolidated balance sheet and results for 2001 P.38 P.39 1 2 . C o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s o f K i n e p o l i s G r o u p n . v. 1. Consolidated Balance Sheet Kinepolis Group 2. Consolidated Profit and Loss Account Kinepolis Group 3. Notes to the Consolidated Financial Statements P.56 P.58 P.60 1 3 . R e p o r t o f t h e Au d i t o r 1 4 . O r d i n a r y Fi n a n c i a l S t a t e m e n t s 1. Comments on the Ordinary Financial Statements 2. Ordinary Balance Sheet Kinepolis Group 3. Ordinary Profit and Loss Account Kinepolis Group 4. Appropriation of result 5. Social balance sheet P.78 P.80 P.82 P.83 P.94 1 5 . R e p o r t o f t h e S t a t u t o r y Au d i t o r o n t h e s t a t u t o r y a c c o u n t s 1 6 . Fi n a n c i a l C a l e n d a r Cover kinepolis GB 24-05-2002 16:26 Page 5 Kinepolis Group NV In 000 EUR 2001 2000 Kine Group Number of Kinepolis visitors Number of CinemaxX visitors Operating income Turnover EBITDA Ebitda margin/operating income EBITDA exc. Decatron (1) Depreciation and other amounts written off EBIT EBIT excl. Decatron Result on ordinary activities Financial result (2) Result before tax Third party interests Net consolidated profit Group after taxes Current result before taxes Net current result (3) 26.000 22.446 221.483,7 218.546,5 44.055,9 19,89% 46.353,3 30.681,4 13.374,6 16.349,9 13.374,6 -32.427,7 -20.659,2 -1.706,5 -20.754,5 4.514,8 2.642,7 179.714,0 173.980,7 42.049,5 23,40% 39.391,4 27.818,6 14.230,9 12.951,7 14.230,9 -7.193,5 8.251,7 -652,4 4.351,8 11.515,5 6.888,7 1999 CxX (@ 25%) Totaal Kine Group 19.106 16.595 42.026,8 35.887,4 -1.155,9 -2,75% -1.155,9 3.153,9 -4.309,9 -4.309,9 -4.309,9 -364,0 -73.526,1 -247,6 -73.143,7 -4.516,8 -4.382,0 22.446 16.595 221.740,8 209.868,1 40.893,6 18,44% 38.235,5 30.972,6 9.921,0 8.641,8 9.921,0 -7.557,5 -65.274,5 -900,0 -68.791,8 6.998,6 2.506,7 149.496,2 140.118,6 36.281,3 24,27% 34.033,0 23.546,5 12.734,8 11.939,3 12.734,8 -4.410,8 8.756,3 -103,0 3.628,8 13.056,0 7.880,8 CxX (@ 30%) Totaal 9.400 27.471,1 24.569,0 2.449,5 8,92% 2.449,5 1.564,1 885,4 885,4 885,4 11,8 1.291,2 -19,6 1.290,6 966,2 949,7 19.106 9.400 176.967,3 164.687,6 38.730,7 21,89% 36.482,4 25.110,6 13.620,1 12.824,7 13.620,1 -4.399,0 10.047,4 -122,6 4.919,3 14.022,2 8.830,5 (1) Comme Decatron génère un chiffre d’affaires non susceptible d’élimination en construisant pour des tiers ou des entreprises en joint-venture (Nîmes 2000) ou en fournissant ces tiers ou entreprises, ou encore via une opération sale and rent back (Valence 2001) - ce qui n’entraîne aucune marge opérationnelle -, la marge totale de Kinepolis Group s’en trouve affectée. C’est pourquoi le Groupe a également fait état de chiffres « Ebitda hors Decatron » . (2) Le résultat financier comprend la réduction de valeur des actions CinemaxX pour un montant de 18 Mio. (3) Résultats, y inclus les prélèvements sur les impôts différés et latences fiscales, corrigés des éléments exceptionnels, amortissements sur les frais immobilisés des augmentations de capital, amortissements sur écarts de consolidation et variation exceptionnelle des en-cours de fabrication, des produits finis et commandes en cours d’exécution de Decatron. In 000 EUR Intangible Assets and Formation expenses Goodwill Tangible Assets Affiliated companies Amounts receivable after more than one year Stocks and orders in progress Trade debtors Other receivables Short-term investments and Cash at bank and in hand Prepayments and accrued income Total assets Shareholders’ equity Minority interests Provisions for liabilities and charges Amounts payable after one year Financial debts within one year Trade debts Other debts Accrued charges and deferred income Total liabilities 2001 2000 1999 5 316 15 798 320 178 1 109 24 655 1 463 16 275 21 864 15 011 6 159 427 828 71 924 551 9 730 174 304 102 800 38 310 17 059 13 150 427 828 6 640 18 748 309 274 1 331 25 226 4 150 16 732 20 110 34 739 5 294 442 244 93 152 3 496 12 426 122 318 139 582 38 672 25 227 7 371 442 244 7 105 39 871 240 632 4 026 18 634 3 508 15 973 31 195 7 694 1 749 370 385 95 598 489 10 715 84 836 104 788 44 574 22 248 7 138 370 385 Cover kinepolis GB 24-05-2002 16:26 Page 6 Information for the shareholders Share price Number of Kinepolis visitors (in 000) High 25,15 Low 10,25 Closing price at end of December 18,25 Average number of shares traded per day 3106 Total number of shares traded during the year 773.920 Capitalisation 31.308.642 EUR Belgium Foreign Key figures per share (consolidated) Number of shares 31/12 Net result for the year per share Net current result for the year per share Dividend 6.930.778 -2,99 0,38 0 Share price evolution + volume Split of revenues per division Volume Share price Existing Complexes Koers Non Mature Complexes Volume Decatron + Holdings Services (KFD,KFP,RMBe) 18/02/02 15/04/98 EBITDA Split of revenues per activity (1) +17,7% Box office Food & Beverage Media Sales KFD/KFP Rent Concessions (1) En 2001, des amortissements non récurrents sur immobilisations en cours pour des projets de Decatron ont été actés à hauteur de 1,9 million de BEF. Pour en éliminer les effets, la croissance de l’excédent brut d’exploitation (EBITDA) est exprimée ici hors Decatron et CinemaxX (pour l’exercice 2000) Cover kinepolis GB 24-05-2002 16:26 Structure Group S.A. Page 7 Cover kinepolis GB 24-05-2002 16:26 Page 8 FINANCIAL CALENDAR 2002 Annual General Meeting Announcement of interim results Announcement of full-year results for 2002 17/05/2002 26/09/2002 maart 2003 CONTACT * Holding by law of Luxemburg ** Company by law of the Netherlands Kinepolis Group SA Tine Duyck, CFO Assistant Bld du Centenaire, 20 B – 1020 Brussels [email protected] www.kinepolis.com RA Kine GB 28/05/03 9:45 Page 1 IN MEMORIAM After a rich and full life as the co-founder of Kinepolis Group, Albert Bert, the driving force behind the renewal of cinema in Belgium, passed away suddenly on 21 May 2002 at the age of 74. In 1970 Albert Bert converted the Cinema Majestic in Harelbeke, which he has taken over from his father, into a two screen cinema, Belgium’s first duplex. One year later, together with his sister-in-law Rose Claeys-Vereecke, he developed the first purposebuilt multiplex, the Trioscoop in Hasselt, followed in 1975 by the 5-screen Pentascoop in Kortrijk. The ‘multiplex’ concept took on its full meaning when he built the 10-screen Decascoop in Ghent in 1981. In the same year he founded Decatron NV to develop and build cinema complexes. In 1988 the Bert and Claeys families decided to combine forces to develop the world’s first megaplex in Brussels, an initiative repeated in 1993 with the opening of Metropolis Antwerp. Under Albert Bert’s inspiration the European expansion programme was continued with the construction of Kinepolis complexes at Madrid, Thionville, Mulhouse, Nîmes, Schaffhausen, Pioltello, Valencia and Poznan (Poland). Albert Bert was also: ■ Co-Chairman of the Board of Directors, Member of the Remuneration Committee and Member of the Audit Committee of Kinepolis Group NV ■ Chairman of the Board of Directors of France Mega Cinema SA, Kinepolis – Le Château du Cinéma SA, France Mega Cinema Immo SA ■ Chief Executive Officer of Majestiek International SA ■ Director of Eden Panorama SA, Kinepolis Thionville SA, Kinepolis Immo Thionville SA, Kinepolis Saint-Julien-lès-Metz SA, Kinepolis Mulhouse SA, European Mega Cinema SA, Kinepolis Holding BV, Kinepolis Zeeland BV, Kinepolis España SA ■ Honorary citizen of Harelbeke Apart from this cooperation the Bert and Claeys family companies developed a number of other projects on their own. In 1995 the Bert family constructed the Kinepolis Saint-Julien-lès-Metz and in 1996 Kinepolis Le Château du Cinéma in Lomme close to Lille. On 19 December 1997 the Bert and Claeys families merged their businesses to form Kinepolis Group NV. In the same year Albert Bert’s entrepreneurship was honoured with three prestigious prizes: Cinema Expo in Amsterdam proclaimed him “Best Exhibitor of the Year”, Knack chose him as its “Manager of the Year” and he received the “Insead Innovator Prize” from the French business school Insead. On 9 April 1998 Kinepolis Group was listed on the Brussels stock exchange (now Euronext). ANNUAL KINEPOLIS ® REPORT 2002 - 1 RA Kine GB 28/05/03 9:45 Page 2 PAG E 2 LETTER FROM THE BOARD TO THE SHAREHOLDERS Dear Shareholder, Client, Employee, 2002 was a year of debt reduction and break in the investment programme of Kinepolis Group. Debt reduction In 2002 Kinepolis Group put its investment programme on hold and concentrated on reducing its debt level. A number of assets were sold: a 5.3 hectare site in Warsaw, the cinema complex at Pioltello (Italy) and the Dutch subsidiary Kinepolis Zeeland, with its 35% minority interest in the Vlissingen project, were all disposed of. These divestments and the realised free cash flow served to reduce debt by 22% to EUR 198 million. EUR 34 million of short-term debt was also converted into long-term debt. Visitor number and Net Result Kinepolis Group welcomed 27.3 million visitors in 2002, 5.1% more than in 2001. The largest part of this growth comes from the Kinepolis complexes which opened in 2001 in Valencia, Poznan, Pioltello and Schaffhausen. Despite the successful debt reduction and rising visitor number, Kinepolis Group suffered in 2002 a net consolidated loss (Group’s share) of EUR 5.7 million. This is due primarily to foreign exchange losses and the cost of hedging the Polish zloty, amounting together to EUR 3 million, start-up losses of new complexes, additional provisions and higher taxes in Belgium and Spain. Strategy In 2002 Kinepolis took the decision to concentrate in future primarily on its key markets of Belgium, France and Spain, in which it currently operates some 20 cinema complexes. In Belgium the group holds 50.8% of the Belgian market, with 1/3 of all seating capacity and 1/4 of screens. This strong position will be maintained. With this in mind Kinepolis is planning to refurbish one of its two cinemas in downtown Liège. Option contracts have also been signed to acquire sites in Bruges and Ostend for two multiplexes. In order to construct these multiplexes, whilst remaining within the provisions of competition law, the group has sold Pentascoop at Kortrijk and is planning to divest of one of its two cinemas in downtown Liège. The seats available in this way will then be allotted to these new projects. In France and Spain, Kinepolis is looking to further expand its market position. A 10-screen, 2970-seat complex is scheduled to open at Nancy in 2004, and a new 15 screen, 4700seat complex will come into operation at Granada at the end of 2003. In the “other countries” Kinepolis has decided to sell its interests in Italy and Switzerland. In Poland and the Netherlands it is keeping all options open. In terms of cinema operation, Kinepolis will in the future concentrate on: ■ reviewing its pricing structure to increase visitor frequency and loyalty, ■ new partnerships with a further increase in Food & Beverage income, ■ reviewing visitor flows and cinema concepts at existing complexes to create additional space for renting out, ■ further development of the entertainment and fun shopping concept at the complexes, ■ putting the finishing touch to its ticketing system for Business to Business customers, ■ continuing to expand internet sales and sales via the Kineticket automatic machines. RA Kine GB 28/05/03 9:45 Page 3 Outlook for 2003 In 2003 Kinepolis Group will do everything possible to continue the debt reduction programme and in so doing improve the balance sheet structure. Debt has already been reduced by EUR 9 million in January 2003. It should, however, be stated here that the opening of the new complex at Granada (Spain) in late 2003 will increase debt by EUR 13 million. With the recent sale of Kinepolis Pioltello (Italy) and a number of other disposals, Kinepolis Group expects lower visitor numbers and turnover in 2003, both though with a positive effect on net result through lower depreciation and the further debt reduction with divestments. Moreover Kinepolis will continue its cost reduction programme. The group keeps on holding substantial property assets (book value of EUR 260 million) in its portfolio. The group is determined to do everything possible in 2003 to achieve the above objectives. In so doing the company can count on the commitment of all its employees. In this perspective Kinepolis Group thanks all its shareholders and employees for the confidence they continue to show in the company and its activities. Brussels, 5 April 2003 Florent Gijbels CEO Joost Bert CEO Baron Hugo Vandamme Chairman of the Board of Directors ANNUAL KINEPOLIS ® REPORT 2002 - 3 RA Kine GB 28/05/03 9:45 Page 4 B O A R D , M A N A G E M E N T, S U P E R V I S I O N Gilbert Deley, COO Jan Staelens, CFO Joost Bert, CEO SIGNIFICANT Florent Gijbels, CEO E February 2002 : Sale of a 5.3 hectare site in Warsaw. May 21st 2002 : Decease of Albert Bert, co-founder of Kinepolis Group, co-chairman of the Board of Directors. June 2002 : Sale of the Dutch subsidiary Kinepolis Zeeland, which holds a 35% minority interest in the Vlissingen project. Kinepolis signs a preliminary, conditional purchase contract for a site adjacent to the Ostend racecourse, with the intention of building a multiplex. November 2002 : The Kinepolis Group NV Board unanimously elects Baron Hugo Vandamme as Executive Chairman of Kinepolis Group NV. V E N T S December 2002 : Kinepolis and Screenvision sign an agreement for screen advertising and digital screen advertising. Sale of Kinepolis Pioltello (Italy), in line with the strategic decision to focus on the key markets of Belgium, France and Spain. Kinepolis sells the 5-screen Pentascoop in downtown Kortrijk (Belgium). Kinepolis Group NV takes back from Deficom its 13.4% stake in Kinepoleast. Kinepoleast is the holding company for the Polish activities. The company was founded to develop and operate Kinepolis Poznan (Poland). January 2003 : Kinepolis signs an options contract for the purchase of a site in Bruges. RA Kine GB 28/05/03 9:45 Page 5 C O M PA N Y PROFILE Kinepolis Group cinemas Complex City Belgium Kinepolis Ghent Opéra Liège Palace Liège Kinepolis IMAX Brussels Kinepolis Brussels Metropolis Antwerp Kinepolis Hasselt Kinepolis Courtrai Kinepolis Louvain Kinepolis Liège Kinepolis Imagibraine Braine L'Alleud Total France Kinepolis St-Julien-lès-Metz Metz Kinepolis Le Château du Cinéma Lomme Max Linder Paris Kinepolis Thionville Kinepolis Mulhouse Forvm Kinepolis Nîmes Forvm Nîmes Nîmes Total Switzerland Kinepolis Schaffhausen Total Spain Kinepolis Madrid Kinepolis Paterna Valencia Total Italy Cine City Treviso Total Poland Kinepolis Poznan Total Total Year opened number of screens number of seats 1981 1981 1983 1988 1988 1993 1996 1997 1997 1997 2000 12 6 6 1 24 24 14 10 7 16 10 130 3,658 1,192 1,305 450 7,097 8,368 3,421 2,712 1,730 4,595 2,450 36,978 1995 1996 1998 1999 1999 2000 2000 14 23 1 10 14 12 4 78 4,014 7,286 616 2,930 4,612 2,500 865 22,823 2000 8 8 1,540 1,540 1998 2001 25 24 49 9,195 8,194 17,389 2000 12 12 2,500 2,500 2001 20 20 297 7,338 7,338 88,568 ANNUAL KINEPOLIS ® REPORT 2002 - 5 RA Kine GB 28/05/03 9:46 Page 6 DISCUSSION OF K G E Y F I U R E S In 2002 Kinepolis Group opened its doors t o 2 7. 3 m i l l i o n v i s i t o r s , 5 . 1 % m o r e t h a n i n 2001. EBITDA rose by 2.8% to EUR 45.3 million. RA Kine GB 28/05/03 9:47 Page 7 The net consolidated loss (group’s share) of EUR 5.7 million is due primarily to foreign exchange losses and the costs of hedging the Polish zloty, amounting in all to EUR 3 million, start-up losses at new complexes, additional provisions and higher taxes in Belgium and Spain. EUR 57 million of debt was repaid, reducing the debt burden by 22% to EUR 198 million in 2002. A substantial portion of the short-term debt (EUR 34 million) was also converted to long-term debt. A further EUR 9 million were repaid in early January 2003. Visitor numbers rose by 5.1% in 2002. • Most of this growth comes from Kinepolis complexes opened in 2001 at Valencia, Poznan, Pioltello and Schaffhausen. • Visitor numbers in France fell slightly, due mainly to a shortage of French films. • Visitor numbers in Belgium remained stable. Global group turnover reduced by 5.2% compared to 2001, due mainly to the disappearance of Decatrons’ building activities for third parties in 2002. Total operating revenues excluding Decatron rose by 3.98%. Cinema operating turnover rose by 3.5%. • Significant growth at Kinepolis Valencia, Poznan, Pioltello and Schaffhausen • Lower turnover at the French complexes • Status quo in Belgium Film distribution experienced a weak year owing to a lower number of available films. The fact that no films were produced in 2002 reduced turnover by no less than EUR 1.6 million. EBITDA rose by 2.8% to EUR 45.3million. • Significant growth at Kinepolis Valencia, Poznan, Pioltello and Schaffhausen • Reduction for the French complexes • Almost no change in Belgium The EDITDA / Operating Revenues margin excluding Decatron fell slightly. EBIT amounted to EUR 10.7 million compared to EUR 13.4 million in 2001. This reduction is explained by the rise in provisions, write downs and depreciations to EUR 34.6 million in 2002 as against EUR 30.7 million in 2001. • Provisions set up in 2002 for contractor claims against Kinepolis Poznan (EUR 0.9m) • Write downs in 2002 with the termination of a number of secondary activities in France. • Increased depreciations on the 2001 new starters (EUR 1.8m) and on existing complexes Financial results for 2002 were EUR – 16.6 million compared with EUR – 32.4 million in 2001. The difference of EUR 15.8m between the two years is explained by: • The concluding of a partially hedged Euro-loan in Poland leaving an open exchange risk on the Polish zloty. The weakening of the EUR/PLN exchange rate in 2002 produced a translation loss (translation losses on the outstanding financial debt plus hedging costs together totalling EUR 3 million). Additional hedging contracts will be concluded in 2003. • Additional financial charges relating to the complexes opened in 2001 (EUR 1.6m). • Lower interest charges following the debt reduction in 2002 (EUR 2.0 m). • The impact of the deconsolidations in 2001, a.o. • In 2001 the financial result included the writedown on CinemaxX (EUR 18m). Aside from the write-off of CinemaxX and the foreign exchange loss on Polish zloty, financial results improved by 5.5%. As part of its planned debt reduction programme and following the strategic choice to focus in future on the key markets of Belgium, France and Spain, Kinepolis Group sold its interests in Italy (Pioltello), the Netherlands (several smaller participations) and Belgium (Pentascoop). The resulting capital gain amounted to more than EUR 2 million. The sale of sites in Spain and Poland also produced capital gains. ANNUAL KINEPOLIS ® REPORT 2002 - 7 RA Kine GB 28/05/03 9:47 Page 8 PAG E 8 DISCUSSION OF K G E Y F I U R E S Taxes (included deferred taxes) rose in 2002 by EUR 3 million to EUR 5 million, due mainly to the one-off EUR 2.3m reversal of latent tax liabilities recorded in 2001. 2002 by 22% from EUR 255m to EUR 198m, EUR 23 million in the first half, and a further EUR 34 million in the second half. Around EUR 16m of this amount is due to the disposals. The net consolidated result for 2002 amounts to EUR – 7.8 million of which EUR – 5.7 million is the group’s share. In addition to this debt reduction, a debt restructuring package was negotiated, allowing a number of short-term debts to be refinanced long-term. Without the additional provision for contractor claims in Poland (EUR 0.9 million) the group’s share of net result would have reached break-even in the second half. In 2003 Kinepolis Group will again do everything possible to continue the debt reduction programme and so improve the balance sheet structure. In this context, debt was further reduced by EUR 9 million in January 2003. It should, however, be stated here that the opening of the new complex at Granada (Spain) in late 2003 will increase debt by EUR 13 million. The global net financial debt position (financial debt less GIMV subordinated loan, cash at bank and in hand and cash investments) was reduced in RA Kine GB 28/05/03 9:48 Page 9 A P P R O P R I AT I O N O F T H E R E S U LT In its proposals to the General Meeting concerning the appropriation of the result, the Board of Directors takes into account various factors, including the company’s financial situation, the operating results, current and expected future resources and expansion plans. Table 1.2 Appropriation of result at 31 December 2002 (in .000 EUR) of the Kinepolis Group NV Profit to be appropriated for the year Loss brought forward from previous year Withdrawal from equity to the capital and share premiums to the reserves Addition to equity allocation to legal reserves to the other reserve Profit to be carried forward 3 004,19 -97 223,34 97 223,34 1 736,23 -150,21 -1 012,69 3 577,52 ANNUAL KINEPOLIS ® REPORT 2002 - 9 RA Kine GB 28/05/03 9:49 Page 10 DEVELOPMENT P E R B U S OF ACTIVITIES I N E S S The past 15 years Kinepolis has set the tone and given a new impetus to the cinema operating business. U N I T RA Kine GB 28/05/03 9:50 Page 11 1. Cinema operation Several Kinepolis complexes broke their visitor records towards the end of the year: ■ During the Christmas holidays Kinepolis Hasselt passed the magic boundary of 10,000 visitors in one day for the first time since 1 November 2000! ■ In 2001 Kinepolis Schaffhausen welcomed some 218,000 visitors, in 2002 over 270,000 and in 2003 we are hoping to pass the 300,000 visitor mark. With 24 comfortable, high-tech theatres and its Imax theatre, Kinepolis Brussels has undoubtedly added an innovative, if not revolutionary dimension to the cinema world. Kinepolis Brussels is now both the standard for the sector, and the basis for Kinepolis Group’s expansion, with top quality facilities across Europe. With over 50% of the Brussels cinema market, Kinepolis regularly wins prizes for innovation and quality. ■ Kinepolis Courtrai has broken its all-time visitor record, with 826,000 visitors in one year, up from under 800,000 in 2001. ■ Metropolis Antwerp can also look back on a record year, with just over 3,032,000 visitors to our Antwerp complex in 2002. Belgium When in September 1988 Kinepolis Brussels, the world’s first megaplex, opened its doors, nobody could image that its profile would prove so strong and its success so great that 14 years later the 40 millionth visitor would be choosing which film to view. During all these years Kinepolis has set the tone and given a new impetus to the cinema operating business. At the end of 2002 (26 December 2002 to be precise) we had reached the magic number. The 40 millionth visitor was expected for the 20.00 h film show, to be greeted in style by Kinepolis Group senior management: a star was added in the Walk of Fame and the lucky visitor received a VIP pass for an unlimited number of films in 2003, as well as the right to organise a private viewing, offered by Kinepolis Film Distribution, for up to 40 of his/her friends and acquaintances. No less than 200 free vouchers were also scattered amongst the waiting mass of people following the 40 millionth visitor. 2002 also was an eventful year at Kinepolis Courtrai : ■ Kinepolis Courtrai celebrated its fifth birthday in style, including a balloon happening, a party for all visitors, Donna’s summer tour and sideshows. ■ The Euro introduction went very smoothly. Today 40% of visitors pay electronically. ■ Each Kinepolis complex is regularly renovated to make it more welcoming and comfortable for visitors. In Courtrai this year the carpeting was replaced and the foyer totally renovated, freeing up additional space for commercial use. ■ The parking lot was also improved, with better signalling, a re-arrangement of parking spaces and green zones. ANNUAL KINEPOLIS ® REPORT 2002 - 1 1 RA Kine GB 28/05/03 9:50 Page 12 PAG E 12 DEVELOPMENT P E R B U S OF ACTIVITIES I Visitor numbers at Kinepolis Courtrai have grown every year, taking us in 2002 past the 800,000 mark. We will maintain this figure by taking care of our very family audience and our many event visitors. Since 1 December 2002 the ‘Decascoop’ has been renamed ‘Kinepolis Ghent’, to emphasis the Kinepolis group identity and the uniform nature of the Kinepolis complexes. In fact the name ‘Decascoop’ dates back to 1975, when Albert Bert built the first 10-screen (Deca = 10) complex in cinema history. The memory of the ‘Decascoop’ and of our founder ‘Albert Bert’ have been maintained by naming two of the theatres the ‘Albert Bert Theatre’ and the ‘Decascoop Theatre’. The name also appears in the recent foyer renovation in Ghent. To improve visitor fluctuation and to enhance the cinema experience the old ‘Decascoop’ foyer has been remodelled into a see-through foyer with higher ceilings, a friendly seating corner, new carpeting and lighting and clearer and more legible signing. France The French market proved highly competitive in 2002. Even with increased theatre capacity, Kinepolis France was unable to avoid a 0.4% fall in its share of the French market. Two factors made 2002 an exceptional year for the French cinema industry. First of all cinema-going was unusually weak in March, April and September. Secondly, French films represented just 34.2% of the market (41.5% in 2001), with no new French films, apart from Asterix and Obelix. N E S S N I T In 2003 several innovative programmes will be introduced to increase customer loyalty. In addition to this, the infrastructures of Kinepolis Mulhouse and Kinepolis Lomme will be adapted in the direction of customer-focused film + fun entertainment centres. Italy Kinepolis Pioltello ended the year with more than 905.000 visitors, failing to meet its budget for the year (-4,6%). Compared with last year (9.5 months only), visitor figures are up by around 74%. Cinecity Treviso ended the year on budget with 900,000 visitors, equalling the 2001 figure. For 2003 we are again planning on 900,000 visitors. Even though several new projects are planned in the vicinity, experience shows that Treviso can rely on an extremely faithful customer base. On 20 December 2002 the Kinepolis group decided to dispose of its interests in Italy. An agreement was signed with Europlex Cinemas for the sale of the 14screen complex in Pioltello with immediate effect. The stake in the complex in Treviso (55%) will also be sold; negotiations with various parties are currently ongoing. An additional reason for selling the interests in Italy is the current favourable climate in the Italian market, which means Kinepolis can guarantee itself a capital gain. The sale of the complex in Pioltello will lead to a reduction in debt of more than EUR 25 million. Switzerland Kinepolis Schaffhausen finished the year with 270,000 visitors, 24% up on 2001 and above budget. Table 1.3 Overview of the cinema sector by geographical market 2001 Belgium France Spain Poland No. of complexes 123 2 186 1 254 156 No. of screens 493 5 241 3 747 360 No. of seats 109 059 1 072 113 13 078 000 seats/screen 221 205 349 no. of tickets 24 000 000 185 816 000 146 810 000 20 940 000 tickets/screen 46 682 35 454 39 181 58 167 tickets/seat 220 173 112 no. of inhabitants 10 262 000 59 521 000 40 121 700 10 262 700 inhabitants/screen 20 815 11 357 10 708 22 311 tickets/inhabitant 2.34 3.12 3.66 2.04 Source: mediasalles 2002 U Italy Switzerland 2 243 334 3 198 508 108 025 213 105 538 000 17 113 000 33 001 33 687 158 57 844 000 7 204 100 18 088 14 181 1.82 2.38 RA Kine GB 28/05/03 9:50 Page 13 The reasons lie both in the better choice of films (Spiderman, Die Another Day…) and in initiatives directed at clearly defined target groups (a new youth card, programming of original version films, etc.). Further explanation can also be found in Kinepolis Schaffhausen’s higher profile in the region. For 2003 we are looking for continuing growth and 300,000 visitors. Supporting this is a good film line-up (including Matrix 2 and 3, Harry Potter 3, …), whilst activities around the cinema have been further developed with the arrival of a bowling alley, a restaurant and a pub. Poland Kinepolis Poznan counted 1.1 million visitors in its first full operating year after opening in July 2001. It remains, however, 43% under budget. The first reason lies in the general economic crisis that has hit Poland hard (unemployment of over 20%, inflation up around 10%). Secondly a number of films drew fewer visitors than expected (Spiderman, Star Wars, etc.). major Polish films) and efforts to attract specific target groups (schools and students). Spain Kinepolis’ Spanish success story continues. With 3.5 million visitors Kinepolis Madrid remains the world’s largest and most successful cinema. Kinepolis Valencia has grown very strongly since opening in 2001, and is now, after Madrid, Spain’s second largest cinema. In 2002 Kinepolis Paterna had a market share of 30% in Valencia. Kinepolis Spain’s popularity is again demonstrated in the list of Spain’s 25 most popular cinemas. Eight of the theatres in this list belong to Kinepolis. Another important record in 2002 relates to the launch of the Lord of the Rings, where Kinepolis Spain took no less than 50,000 advance bookings. Kinepolis Poznan did, however, drastically improve its market share (from 55% at the time of opening to 70% at the end of 2002). The complex is developing increasingly into an entertainment centre with bars, shops, restaurants, gaming facilities, etc. These concessions bring in an annual income of around EUR 400,000. With further projects in the pipeline (carting, bowling, etc.), we expect this figure to grow by 50% in 2003. We expect visitor numbers to increase in 2003 and think we will end up at 1.4 million. Supporting this are the cinema’s growing regional function, the film line-up (Harry Potter, a number of Table 1.4 Geographic distribution of Kinepolis Group visitors 1997 1998 1999 2000 2001 2002 Total Kinepolis Group 14 546 000 17 861 000 19 106 000 22 446 000 26 000 000 27 334 000 Belgium 10 945 000 12 430 000 11 291 000 12 203 000 12 440 000 12 376 000 France 3 601 000 4 683 000 4 629 000 5 980 000 6 580 000 6 370 000 Spain 48 000 3 186 000 3 340 000 4 600 000 5 345 000 ANNUAL KINEPOLIS ® Other 923 000 2 380 000 3 243 000 REPORT 2002 - 1 3 RA Kine GB 28/05/03 9:50 Page 14 PAG E 14 DEVELOPMENT P E R B U S OF ACTIVITIES I N E S S U N I T 2. Food & Beverage The Kinepolis F&B Department can look back with satisfaction at 2002. The introduction of the Euro was passed without any technicals or operational problems. Pricing-wise we made a conscious choice to convert existing prices into Euro without any price rises. We did, though, introduce in Belgium and France on 1 January (and in December 2002 in Spain) a totally new menu package with an emphasis on the sale of combos (drink and snack for a single price). These combo sales have positively impacted popcorn and crisps sales. Our ongoing cooperation agreements in Belgium with Coca Cola, Interbrew and Nestle were renewed in 2002. Several multi-annual partnerships were resigned with Unilever, Lay’s and Masterfoods. The big newcomer to our drinks selection was the Bacardi Breezer from Bacardi-Martini. Total F&B turnover of Kinepolis Group in 2002: EUR 36,810,209. overview popcorn consumption 15 000 000 12 000 000 9 000 000 6 000 000 With regular sales support actions, good category management, strong infrastructure backing and optimal pricing policy, the Belgian F&B increased the turnover by cinema visitor by over 7%, and the French turnover by over 8%. 3 000 000 0 3. Screen advertising In December 2002 Kinepolis and Screenvision (Carlton Advertising & Thompson) signed an agreement relating to screen advertising production and digital screen advertising. Screenvision and Kinepolis Group are launching a pilot project as a result of which Kinepolis screen advertising will be fully digitised. 1997 1998 1999 2000 2001 2002 RA Kine GB 28/05/03 9:50 Page 15 4. Booking & Programming The Booking and Programming Department is internationally responsible for - selecting films and negotiating rental agreements with film distributors (booking) - efficient programming based on cinema and screen capacity (programming). Every available analysis of the Belgian cinema market is collected and processed in this department. The crucial question at the start of 2002 was: will the films that promise so much on paper in fact meet expectations? The huge records established in the United States failed to convince European audiences, and visitors did not stream into the cinemas in the same way. The one record broken was the opening weekend of “Harry Potter and the Chamber of Secrets”. Only a few titles made it past the EUR 2,500,000 box office mark: Spiderman (which annihilated all records in the USA) with EUR 4,105,826, Star Wars episode 2 with EUR 3,280,035, Ocean’s Eleven with EUR 4,143,811, whilst Asterix & Obelix, a European product, produced box office takings of EUR 4,508,859. Ice Age brought in EUR 2.600.102. The first Harry Potter and Lord of the Rings both of course far exceeded this figure, but the figures are spread over two years. Films that came close to EUR 2,500,000 were: A Beautiful Mind with EUR 2,185,305, 40 Days and 40 Nights with EUR 2,071,839 and Men in Black 2 with EUR 2,256,567. Monsters Inc. brought in EUR 2,432,645. ‘Soft films’ and children’s films scored particularly well. A Beautiful Mind also benefited from its Best Film Oscar. War films and ‘heavy’ subjects were avoided by the general public. The trend of smaller films taking a larger share of the cake continued in 2002, with a huge number of ‘small’ releases. This allows us to spread our offering much more evenly over the year, without the huge peaks and troughs that we saw in the 1990s. Audience demand makes us place more and more trailers, i.e. we show more and more prints of one and the same film, as today’s young people want to see what’s new (and in particular cannot wait till tomorrow). This is a development that can be seen right across Europe. Its effect is to shorten film cycles. A blockbuster that could previously easily run for 15 weeks, is now truncated to 10. Small films run for no more than 6 weeks in our multiplexes. The traditional peak weeks remain, concentrated around the November and December holidays. 2003 looks good with a number of sequels including Matrix 2 and 3, Lord of the Rings 3, American Pie 3, Bad Boys 2 and Charlie’s Angels 2. The fashion that began with Superman of cartoon characters coming to life on the screen, as in Spiderman and Men in Black 2, continues in the coming year with the Hulk and Daredevil. ANNUAL KINEPOLIS ® REPORT 2002 - 1 5 RA Kine GB 28/05/03 9:50 Page 16 PAG E 16 DEVELOPMENT P E R B U S OF ACTIVITIES I N E S S U N I T 5. Marketing & Sales BELGIUM Partnerships Bacardi Breezer and Kinepolis have signed a 3year preferred partnership, a key reason being that Kinepolis’s young, trendy audiences represent an attractive target group for Bacardi. Bacardi Breezer entered Kinepolis in original style with a through-the-line campaign featuring fastlane visibility, shows, bannering campaign and advertisements in Movies 2 See. Proximus too was much in evidence in 2002, for example : ■ Star Wars on 16.5.2002: 3250 people were invited to an exclusive pre-release showing of Star Wars ‘Attack of the Clones’ at Kinepolis Brussels. All level 2 theatres were used for this event. A contract has been signed with Hewlett Packard for close cooperation on the updated Kinepolis ticket platform (Kineticket). ■ Minority Report on 29 and 30.9 and 1.10 at Kinepolis Brussels. Over 12,000 Proximus clients enjoyed an exclusive pre-release showing of ‘Minority Report’, with free soft drinks for all visitors. Unilever’s Iglo Ola division has renewed its contract for a further 3 years, extending it to include Bi-Fi. ■ Treasure Planet at Kinepolis Brussels. Almost 30,000 Proximus clients were invited to a pre-release showing at Kinepolis, followed by a show in Expo Palace 12, where Proximus had installed a Treasure Planet fun park for the children. Coca Cola and Kinepolis have cooperated in a wide range of areas in 2002: ■ Saint Nickolas party for schools (Kinescola): Coca Cola and Kinepolis together surprised pupils on 5 and 6 December with a free drink + dance acts. ■ Christmas action: a surprising Christmas action began on 9 December with Christmas decorations in all Kinepolis complexes, and visitor entertainment combined with special food and drink offers ■ other activities directed at students (Chill Out Events), as well as a new Business to Business approach. ■ Another 6 Proximus Film Experience evenings in 2002, with visitors able to watch a film of their choice on Monday at 20.00 for just EUR 4.00, and with Proximus paying the difference. RA Kine GB 28/05/03 9:50 Page 17 B2B activities and incentives A first digital newsletter in html was sent in April 2002 to around 2,500 addresses. By November this figure had risen to almost 6000. This newsletter, with information on events, news titbits, new releases, customer testimonials, etc. is sent monthly to all Business to Business contacts. Two news flashes were also sent this year: one for the Film Festival and one for James Bond. Kinepolis enjoys several key advantages when organising seminars, congresses and product presentations, among them a spacious, free parking area, easy road and metro access, theatres with “stadium seating” and comfortable armchairs, large screens and ample audiovisual facilities, multipurpose reception rooms for coffee breaks, lunches, cocktails, small exhibitions, etc. These B2B activities clearly have wind in their sails. To consolidate – or even increase this growth – the Regional Sales Promoters undertook a phone prospecting campaign between May and August, aimed at inviting prospects to the cinema complex to experience “live” the opportunities Kinepolis has to offer. A CD Rom presenting “Kinepolis as location” was left with or sent to prospects. 820 companies were contacted this way and the first bookings have already been taken. ■ The Metropolis, well known in the congress sector for its Business & Communication Centre, is in a class apart from Antwerp’s other congress locations. In 2002 a folder was produced to get the Business & Communication Centre even better known. Events held there in 2002 included: ■ Exhibitions: City of Antwerp, The Lonely Mountain (games), Navajo, Microsoft, ... ■ Medical congresses: The Flemish Obstetrics and Gynaecology Association ■ Federations: VEV (Federation of belgian Enterprises), Flemish Quality Management Centre ■ Film + exhibition: ROR Telecom ■ Seminars: PriceWaterhouseCoopers, Creyfs Interim, ..... In 2003 and the coming years every effort will be made to grow the Metropolis Business & Communication Center into a key player on the congress market. A mailing featuring year-end and new year events was sent to around 4,200 B2B clients. Special emphasis was placed on specific films, among them the main autumn releases: Harry Potter, Treasure Planet, James Bond. This mailing was immediately followed by a number of concrete bookings, as well as various inquiries, some of them for 2003 already. New this year was a secretary’s day event, along with the existing gift programme (i.e. good wishes card and mini-film box). This year managers could reserve dual tickets for their secretaries and their partners for a particular pre-release showing. On entering the theatre all visitors received a CocaCola light and an attractive goodie bag full of little gadgets. ANNUAL KINEPOLIS ® REPORT 2002 - 1 7 RA Kine GB 28/05/03 9:50 Page 18 PAG E 18 DEVELOPMENT P E R B U S OF ACTIVITIES I N E S S U N I T General In 2002 two new Corporate Spots were introduced: ■ a Corporate high-tech spot, using loudspeakers, flashes and lenses to emphasise the three Kinepolis Group qualities: 'sounds good', 'looks good' and 'feels good': ■ a Corporate Zen-spot: a trip through the woods (very dark, obscure images with corresponding musical accompaniment) to the treetops (with lots of light, colourful images and relaxing music), the aim being to create a pleasant, restful sensation for visitors. One of the two spots is shown for every film you watch! At the end of 2002 Van Gansewinkel and Kinepolis signed a cooperation agreement to enhance visitor awareness of the problem of litter, the aim being to get visitors to place their litter in bins provided and not leave it strewn around the theatre. This spot too is shown before the start of every film. Trade Channels Happy Sundays: On 1 September, the 3rd Happy Sundays season began with another varied selection of films, aimed at families with children aged 3 to 12. The aim is to offer an attractive film morning, every first Sunday of the month, in all Kinepolis cinemas, combining children’s entertainment + film. Each time two films are offered, with a special emphasis on one of them. The number of visitors varies each time between 4,000 and 9,000. Following its overwhelming success last year and the start of this year, it was essential to reopen the Robijn Kine Crèche. In all 800 children visited this well equipped crèche facility. Reactions from the general public and from parents were all very positive. The crèche, for children aged 0 to 5 is available totally free of charge, every Sunday morning at Kinepolis Brussels. Everything is on hand to welcome parents and children: a crèche manager with a team of child carers, a Robin clown to entertain the children, a GSM with buzzer function to contact parents in the event of problems… RA Kine GB 28/05/03 9:50 Page 19 The existing KineScola programme (teacher’s box with a wide range of film-related teaching material, school presentations, teacher Infodays, 4 mailings a year to teachers, school projects including cooperation with the Youth&Peace movement, VTM) was continued with a number of innovations: ■ KineScola Filmfestival: Films are programmed every month at fixed dates in the individual cinema complexes, from October through to June, giving teachers additional possibilities for educational excursions. The December edition, for example, focused on Saint Nickolas (see below) and the February 2003 edition, in the middle of Belgium’s carnival season, will have a strong carnival feel to it. informative, user friendlier, more intuitive and faster site. So popular has this site proved that we measured as many pageviews in December 2002 as in the whole of 2000. 100,000 trailers were watched in this month. The weekly ‘My Kinepolis’ email newsletter launched at the start of 2002 is already received by 25,000 regular subscribers. Anyone can subscribe to this letter at any time without obligation, providing a basis for pure ‘permission-based’ marketing. ■ KineScola Calendar: All school projects, information on the KineScola Film Festival and the regular film programme were combined into one calendar per cinema. In early October we launched the Guido-Kinepolis Student Card, entitling students to reductions at Kinepolis, for the fourth year in a row. Further benefits were added to the card by XL Call, CocaCola, Hoegaarden, McDonald’s, Connections and other partners. This Student Card can now also be requested via the Internet. Sales Promotions Year-end campaign: developed under the theme ‘we offer our clients emotion’ to feature our year end sales promotions. Extra sales promo: James Bond boxes with two sets of James Bond playing cards + 4 vouchers, to mark the 40th anniversary of the first Bond film. Internet / Content International The Kinepolis site is clearly popular. With over 24 million pageviews in 2002 (double the 2001 figure and 4 times that of 2000) we can only say that our visitors are mad keen on the internet and on the Kinepolis site. To give visitors even better information we launched in November 2002 a brand new, more ANNUAL KINEPOLIS ® REPORT 2002 - 1 9 RA Kine GB 28/05/03 9:50 Page 20 PAG E 20 DEVELOPMENT P E R B U S OF ACTIVITIES I N E S S U N I T FRANCE SPAIN Sales Partnerships: in 2003 partnership signings are planned with Masterfoods, Interbrew and Scalbert Dupont. The partnership with La Tête dans les Nuages was extended for all our complexes. It was important to create a loyalty programme for the works councils. Simpler pricing, more suitable products, a loyalty programme with cumulative points, good customer relationships through prerelease showings and more film information form the basis of this programme. Sales "Kinepolis Madrid: home of the stars" Kinepolis Madrid received definitive recognition in 2002 as the ideal cinema for prestigious prerelease showings. Several of the world’s top stars, among them Will Smith, Tommy Lee Jones, Samuel L. Jackson, Wesley Snipes, Britney Spears and Robin Williams visited Kinepolis Madrid to mark the launch of their latest films on the Spanish market. Marketing Matinées Magiques: A Matinée Magique product was launched in France on the model of the Happy Sundays in Belgium. Every first Sunday of the month a pre-release showing is offered for the entire family, preceded by children’s entertainment, etc. Each matinee now draws an average 2,500 visitors at the Lomme, Metz, Mulhouse and Thionville complexes. Secret Movie: For visitors who are uncertain which film to view, Kinepolis offers a pre-release showing of a “Secret Movie” once a week, along with varied entertainment and visitor gifts. Summer ticket: Following the success of the 2001 Summer Ticket campaign, in which film tickets were offered at EUR 5.00, no less than 58,607 Summer Tickets were sold in 2002. Advertising contracts signed. Three multi-annual contracts were signed in 2002, generating significant additional income for Kinepolis Spain: ■ Cemusa outdoor with Kinepolis Madrid (10 years, total income € 700,000 + free outdoor furniture and media exchange). A pre-agreement is in the pipelines with Kinepolis Granada. ■ Indoor Media (= new name of Promocentro) with Kinepolis Madrid and Valencia (advertising on indoor video circuits, 3-year contract, total income € EUR 560,000). ■ Media pictures movie billboard with Kinepolis Madrid and Valencia (large film boards on outside walls, 2 year contract, total income of EUR 176,800). RA Kine GB 28/05/03 9:51 Page 21 Launch of Kinepremium As Spain’s leading cinema chain, Kinepolis Spain profiles itself professionally to the business community as the ideal partner for promotions, incentives, B2B events etc. The Kinepremium product has been successfully launched in this context. Kinepremium allows the business world to organise film events with catering and entertainment in its favourite Kinepolis cinemas. This formula, successful for many years already in Kinepolis Belgium and France, is now catching on in Spain Revival of below-the-line promotions After a significant fall in 2001, income again rose sharply from the hiring of space for below-the-line promotions. A key factor here is the saturation and high price of traditional Spanish advertising media like television and newspapers. Experience tells us that the Kinepolis leisure environment is extremely suited to below-the-line promotions. Pre-sales campaigns In 2002 every ‘blockbuster’ release was preceded by a pre-sales campaign to keep one step ahead of the competition. Kinepolis Spain for example presold more than 53,000 tickets for “The Lord of the Rings: The Two Towers” before the first performance. Added Value campaigns Partnerships with local attraction parks, theatres and video distributors have enabled Kinepolis Spain to offer attractive premiums to over tens of thousands of customers throughout the year. Kinepolis is much more than cinema! Cooperation with Spanish film producers Given the importance of local film products for the Spanish cinema world, Kinepolis Spain decided to tighten its links with Spanish film producers. This strategy has also resulted in the organisation of a large number of pre-release showings in the presence of key personalities from Spanish social and cultural life. Oscar winner J.M. Garci, Spanish premier José María Aznar and well-known investigating magistrate Garzón are just a few of the high profile guests that Kinepolis has already welcomed to these events. ANNUAL KINEPOLIS ® REPORT 2002 - 2 1 RA Kine GB 28/05/03 9:51 Page 22 PAG E 22 DEVELOPMENT P E R B U S OF ACTIVITIES I N E S S U N I T POLAND Sales B2B We have begun exploring the Business to Business market. Strong interest has already been signalled from the motor car industry, the pharmaceuticals sector and banks and insurance companies. Many of them are already making use of the integrated media mix opportunities within Kinepolis Poznan: product placement, animations and samplings, advertising on the back of the ticket, mentions in our weekly programming flyer, etc. Certain companies have already understood that Kinepolis offers the best location for holding seminars. Marketing Trade Channels This year we began to work on a number of interesting target group programmes. Schools In 2002 we probed whether Kinepolis Poznan is interesting for schools as pure entertainment. In an initial approach 10 mailings were sent to 3,000 schools. Based on these mailings alone we have already welcomed 130,000 school pupils this year. A success that represented over 10% of all visitors in 2002. Families In Poland too we started our Magic Mornings in September. Various partners, among them CocaCola, Nestlé, Dynamix and Fawor, were immediately interested in this programme and cooperated with free samplings of their products within the complex. This programme has proved so popular that we shall certainly be repeating it in 2003. Students In May we also launched our student card. With the Kinepolis student card you pay just 12 PLN for a film, as well as enjoying a wide range of additional benefits from the card’s partners. Already 30,000 out of a total of 107,000 students carry Kinepolis student cards. Kinepolis Poznan’s first birthday On 5 July 2002 Kinepolis Poznan was one year old! This was celebrated during the weekend of 28 to 30 June with a number of special pre-release showings at special rates, entertainment and gifts for young and old. Football on the big screen: During this year’s World Cup, supporters could watch Poland’s football matches on the big screen, with proceeds going to fund Poznan’s junior team. Content New internet site: In November we also launched the Polish version of the Kinepolis website. RA Kine GB 28/05/03 9:51 Page 23 ITALY SWITZERLAND Sales B2B We have started to explore the Business to Business market. A cooperation agreement has been signed with a specialist agency that organises events for companies in the cinema complex only. Sales B2B We have begun examining the Business to Business market. Certain companies have already discovered us as a location for seminars, product placements, etc. The generally younger audience is ideal for putting new products onto the market. Marketing Trade Channels This year we have begun work on a number of interesting targeted programmes. Marketing Trade Channels This year we have begun work on a number of interesting targeted programmes. Students In September we launched our student card here too. Over 1,200 students already have this card. Teens In September we launched the Teens Card (13-24 years). With this card young people pay less for their film entertainment, as well as enjoying a whole range of additional benefits from the card’s partners. Over 700 students already carry this card. Kinepolis Pioltello’s first birthday 23 March was Kinepolis Pioltello’s first birthday. This was celebrated in genuine Hollywood style with a number of look-alikes, bodyguards, photographers, and every visitor given red carpet treatment. Various stands offered mini-massages, free products, a free eye tests, etc, plus a wealth of surprises and entertainment for vistors large and small. Content New internet site In November we also launched the new Italian version of Kinepolis website. 2nd birthday at Kinepolis Schaffhausen: On 15 December Kinepolis Schaffhausen celebrated its second anniversary! This was celebrated on 23 November with a huge Hollywood festival with various look-alikes, bodyguards, photographers, and of course the red carpet. This was followed in the afternoon by an additional children’s show based on Harry Potter II, and in the evening by the exclusive pre-release showing of James Bond with a number of little extras for visitors. Content New internet site In November we also launched the new German language of the website. ANNUAL KINEPOLIS ® REPORT 2002 - 2 3 RA Kine GB 28/05/03 9:51 Page 24 PAG E 24 DEVELOPMENT P E R B U S OF ACTIVITIES I N E S S U N I T 5. Film distribution 6. Film production Kinepolis Film Distribution had a disappointing year in 2002. Income was down owing to a lack of films, with several film projects postponed after the September 11, 2001 events. Another contributing factor was the distribution problems of Miramax Films, KFD’s leading supplier, in France. In mid2002 Miramax decided to end its contract with French distributor BAC films and to set up its own distribution arm in cooperation with TF1. TFM became operational in October 2002. One positive effect was KFD’s success with local productions. Kinepolis Film Production ceased operations on 1 January 2003, with all existing projects, including the filming of Thea Beckman’s book ‘Crusade in Jeans’ and the children’s film ‘De Zusjes Kriegel’ transferred to EC Company. EC Company is a totally independent company, unrelated in any way to the Kinepolis Group, with Eric Caroen (former manager of Kinepolis Film Production) as its Managing Director. Overhead costs were pared back. Savings were achieved, and continue to be made, on personnel costs, general overheads and marketing costs. More than ever before the cost/benefit ratio is being optimised. Combined with rising expenditure this should produce a positive balance in 2003. In 2003 we are already certain that a sufficient number of films will be released. The year got off to a good start with Gangs of New York, Martin Scorsese’s new film with a star-studded cast (Leonardo diCaprio, Cameron Diaz and Daniel DayLewis), whilst other productions promise to be of exceptionally high box office quality. Purchases have increased, a number of films originally planned for 2002 are finally ready for release, the French distribution problems have been solved and local acquisition policy is running at full steam. MMG’s new Belgian productions (Flikken, Windkracht 10, Hector, Max, Koko Flanel) promise to be a hit. 7. Decatron Decatron is the Kinepolis Group’s Project Development arm. It also provides Projection & Sound Support, Facility Management & Internal Support, IT and technical support for F&B. Kinepolis Project Development consists of the development and management of new cinema projects. In 2002 this included preparatory work for the Kinepolis Granada (opening at the end of 2003), but also the negotiations for the building and realisation of future projects, including Kinepolis Nancy (opening scheduled for 2004), Kinepolis Ostend and Kinepolis Bruges (openings scheduled for 2005-2006). RA Kine GB 28/05/03 9:51 Page 25 8. Rentals This activity consists of leasing adjacent sites space and/or real estate to third parties wishing to set up and operate restaurants, licensed premises, and video and entertainment centres. future to acquire new rental income without having to cut back existing sources. The complexes abroad, with their larger surface areas, are more suited to this approach. These premises are operated at optimal profitability in close consultation with the concession holders. Various concepts are designed to produce perfect complementarity, in which rival energy gives way to creative retailing. A total leisure programme with its specific activities commands constant media attention and of course promotes the attractiveness of the site. This should help attract more film visitors to Kinepolis, whilst producing spin-off income both before and after cinema visits. In October 2002 a Fyzix facility opened its doors in the Kinepolis complex in Liège. At the request of concession-holders special events are put on in quieter cinema periods. At Kinepolis Kortrijk, for example a hot air balloon event was organised, and at the Metropolis Antwerp the annual “4th of July” American Movie Day. Other recent examples are the open-air appearance of an opera singer and the “Image Storm” project. Concretely Kinepolis is developing an action plan with its partners directed at visitors’ needs. It is examining the possibility of combining the cinema experience with sport and recreation, by for example including fitness and indoor children’s play parks in its facilities. To achieve this, it is important that the concept of cinema be interpreted more widely by the law than simply film showings. For this reason work began in 2002 on a study of the zoning plans for the various complexes. Kinepolis assumes that tomorrow’s consumer wants to be offered a Total Leisure Program on one and the same site, with a variety of services, facilities and leisure opportunities. A well thought-out and varied range of activities stimulates Kinepolis’s concession-holders to do business successfully in a unique discipline. This will enable Kinepolis in Visitors to these events can also purchase cinema tickets from restaurants and other facilities on the Kinepolis site via the Kineticket system. This represents an additional service for Kinepolis visitors, and at the same time an additional incentive to visit these facilities. ANNUAL KINEPOLIS ® REPORT 2002 - 2 5 RA Kine GB 28/05/03 9:51 Page 26 H U M A N R E S O U R C E S Kinepolis Group wishes to attract and motivate talented people who embody its values of “quality” and “customer focus”. RA Kine GB 28/05/03 9:52 Page 27 Kinepolis Group’s employees are key contributors to its success, and the group seeks to recognise them appropriately. The group’s attention to its employees also benefits its customers and other stakeholders. A HR Mission Statement has now been developed from the Business Mission: ■ to be a multinational department with an international, transparent and innovative dimension; ■ to strive for operational quality, efficiency and flexibility ■ to represent added value for management and employees ■ to stress the proper implementation of corporate policy and legal obligations. Health and safety at work In September 2002 the external safety advisor was succeeded by an internal safety advisor, whilst an internal “basic safety” training programme was organised for the hierarchical line. This training allowed safety deputies to be officially appointed to support the internal Accident Prevention and Work Protection Department. The key objective for 2003 is the monthly control round of the complexes, aimed at guaranteeing maximum safety for both staff and customers. Projects for 2003 As the most important projects we can already mention the expansion of the Intranet and the Kinepolis Academy (quality management and internal training programmes). Kinepolis Group wishes to attract and motivate talented people who embody its values of “quality” and “customer focus”. At the same time the group emphasises team spirit, sense of responsibility and personal development. Temporary employees : 788 Training An extensive training programme, consisting of both theoretical and practical components, was organised prior to the euro switchover at the start of 2002. Thanks to this training initiative, Kinepolis Group customers enjoyed good service and minimum waiting times during the switchover weeks. Full time employees : 1 127 Geographical distribution of employees Geographical area At december 31 st 2002 Belgium 992 France 355 Spain 340 Poland 125 Italy 58 Switzerland 45 Total 1 915 Employees 2001 946 364 446 103 58 44 1 961 ANNUAL KINEPOLIS ® 2000 865 340 237 3 3 / 1 448 REPORT 1999 931 328 210 2 / / 1 471 2002 - 2 7 RA Kine GB 28/05/03 9:53 Page 28 RA Kine GB 28/05/03 9:53 Page 29 Amendments to the Articles of Association The Extraordinary General Meeting of 17 May 2002 decided to increase capital by EUR 66,639,876.13 through the incorporation of the share premium account, without the issue of new shares. Immediately thereafter capital was decreased by offsetting it against past losses of EUR 97,223,343.98, and by booking out the incorporated revaluation surplus of EUR 2,478,935.25. Following these movements the capital of the company amounts to EUR 47,442,919.65. The statutory authorisation granted to the Board of Directors to increase the issued capital in an amount of EUR 47,442,919.65 in one or more instalments was renewed by the above-mentioned Extraordinary General Meeting for a period of 5 years. At the same time the statutory authorisation granted to the Board of Directors to increase capital in an amount of EUR 47,442,919.65 in one or more instalments as from the date of publication of a public take-over offer, was extended for three years. Companies’ Code at a price that may not be lower than the fractional value per share of 115% of the closing price at which these shares are listed on Euronext Brussels on the day preceding the purchase or exchange. This authorisation is valid for a period of 18 months. Under the terms of the “Market Maintenance Agreement” with stock market company “Bank Dewaay” and subject to the conditions of the resolution of the Extraordinary General Meeting of 17 May 2002, a total of 76,403 shares were purchased last year and 51,119 shares were sold. The agreement in question was terminated on 31 January 2003. On 4 March 2003 Kinepolis Group concluded a new “Market Maintenance Agreement” with Delta Lloyd Securities nv to promote the liquidity and negotiability of the Kinepolis Share. At 31 December 2002 Kinepolis Group NV held 53,726 of its own shares, representing 0.78 % of the total number of shares, with a capital value of EUR 367,768. Buy-in of own shares The Extraordinary General Meeting of 17 May 2002 renewed the authorisation granted to the Board of Directors: ■ To acquire the company’s own shares or profitsharing certificates and to dispose of them if such acquisition or disposal is necessary to avoid an imminent and serious disadvantage for the company. This authorisation is valid for a period of three years. ■ To acquire the number of the company’s own shares permitted under article 620 of the ANNUAL KINEPOLIS ® REPORT 2002 - 2 9 RA Kine GB 28/05/03 9:54 Page 30 PAG E 30 Conflict of interests procedure Per 31 December 2002 Kinepolis Group NV sold its participating interst in Pentascoop NV to BVBA Aljonic in formation, represented by Messrs Alexander, Jonathan and Nicolas Bert, the sons and grandsons respectively of directors Mr Joost Bert and Mrs Marie-Suzanne Vereecke, who in turn are indirect co-shareholders in Kinohold bis NV, in turn is a co-shareholder of Kinepolis Group NV. The Board of Directors, meeting on 6 December 2002, whilst of the opinion that the procedure of article 524 of the Companies’ Act is not strictly applicable, nonetheless resolved, given the abovementioned family ties, to avoid subjectivity of any kind and to follow the procedure 523 of the Companies’ Act in question. The Board of Directors, meeting on 31 December 2002, resolved, after studying the report of the independent directors and also the report of the independent expert, to sell the shares held in Pentascoop nv to BVBA Aljonic. Other mandates given to the auditor The auditor of Kinepolis Group NV is BCV Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren, represented by Mr Ludo Ruysen. During 2002 a total of EUR 382,435 was paid to the Auditor, KPMG Bedrijfsrevisoren and its affiliates, in fees for additional work. RA Kine GB 28/05/03 C G 9:54 Page 31 O R P O R AT E O V E R N A N C E Board of directors and special committees Capital structure The authorized capital of the company amounted at 31 December 2002 to EUR 47,442,919.65, represented by 6,930,778 shares without nominal value, all enjoying the same rights. The authorisation of the Board of Directors to increase capital was extended by the Extraordinary General Meeting of 17 May 2002. The Board is therefore empowered, until 17 July 2007, to increase the capital of the company in one or more instalments by a maximum amount of EUR 47,442,919.65. The above-mentioned General Meeting also empowered the Board of Directors until 17 July 2005 to increase the issued capital following publication of a public take-over bid. Shareholders structure A shareholders agreement has been concluded between the Bert (Kinohold) and Claeys (CCM&H) families which contains arrangements relating to the structuring and anchoring of control of the Kinepolis Group, the composition of the administrative bodies and the Group’s industrial strategy. A second shareholders agreement contains arrangements between the Bert and Claeys families on the one hand and GIMV on the other. These concern mainly restrictions on the transfer of voting securities. In this way transfers of shares by GIMV are subject to a preferential right of purchase in favour of the Bert and Claeys families. Composition of the Board of Directors The Articles of Association state that the Board of Directors can consist of up to 10 members, at least two of whom should be regarded as independent of the reference shareholders. Provision is also made that, as long as Kinohold SA and/or CCM&H NV, as well as all entities directly or indirectly controlled by them own, either alone or jointly, at least 35% of the shares of the company, 8 directors shall be appointed from among candidates put forward by Kinohold and CCM&H. Where the shareholding percentage is less than 35%, Kinohold and/or CCM&H are entitled to put forward one candidate per tranche of shares representing 5% of the capital. Directors are appointed for a maximum term of 6 years and may be reappointed. The Articles of Association do not impose any age limit on the appointments of directors. The Board of Directors, meeting on 12 June 2002, accepted the resignation of Mr Jan Staelens and co-opted NV HRV, represented by Baron Hugo Vandamme, as director. It also co-opted Mrs MarieSuzanne Bert-Vereecke as a director to complete the mandate of the late Mr Albert Bert. On 8 November 2002, the Board of Directors of Kinepolis Group appointed Baron Hugo Vandamme as Chairman. Mrs Marie-Rose Claeys-Vereecke remains Co-Chairman, while Mrs Marie-Suzanne Bert-Vereecke will bear the title of Honorary Chairman. Shareholders structure at 31 December 2002: Shareholder Kinohold bis and CCM&H GIMV NV Kinepolis Group Public Total Number of shares 4 419 313 767 797 53 726 1 689 942 6 930 778 ANNUAL KINEPOLIS ® % 63.76% 11.08% 0,78 % 24,38% 100% REPORT 2002 - 3 1 RA Kine GB 28/05/03 9:54 Page 32 PAG E 32 C G O R P O R AT E O V E R N A N C E holders and the management. Per 31 December 2002 the Board of Directors consists therefore of 9 persons, four of whom should be seen as independent of the reference share- Directors Mrs Marie-Suzanne Bert-Vereecke, Honorary Chair (1) (4) Baron Hugo Vandamme, permanent representative of HRV NV, Chair (1) (2) Mrs Marie-Rose Claeys-Vereecke, Co-Chair (1)(4) Mr Joost Bert, Chief Executive Officer (4) Mr Florent Gijbels, Chief Executive Officer (4) Mr Marc Vercruysse, Director (1) (5) Mr André Meers, Director (1) (3) Mr Philippe Haspeslagh, permanent representative of Euro Invest Management NV, Director Mr Gerard Van Acker, permanent representative of Gerard Van Acker BVBA, Director (1) (7) (1) (6) End of mandate 2003 2003 2003 2003 2003 2003 2004 2005 2003 1. Non-executive director 2. Chairman of the Board of Directors of Roularta Media Group nv, Vice-Chairman of the Board of Barco NV, Director of Generale Maatschappij NV, Director of Maaschappij van de Brugse Zeevaartinrichtingen NV, Member of the Supervisory Board of Sara Lee 3. Independent director, also General Manager of the Machiels Group and lecturer at the UFSIA 4. Represent the majority shareholders 5. Represents GIMV, also a Director of Barco NV, NV Tunnel Liefkenshoek, Domus Flandria NV, Portinvest, Finimmo NV and of GIMV operating companies 6. Independent director, Professor INSEAD and Vlerick Management School, Chairman of the Board of Directors of Dujardin Foods NV, Quest Management NV, Brains in Motion NV and Director of Quest for Growth NV, Capricorn Venture Capital Partners and INSEAD. 7. Independent director, Chairman of the Board of Directors of NV Belgische Betonmaatschappij, Director and Chairman of the Audit Committee at Carestel Groep, Director and member of the audit committee of NV Real Software, Chairman of the Board of Directors of NV Language & Computing, Chairman of the Board of Directors of NV Sabena Technics, Director at NV Bofort and at NV Watt Plus. Operation of the Board of Directors As the highest management body, the Board of Directors is responsible, in addition to its statutory tasks, for developing the general policy and investment plan. Its also supervises the daily management and appoints the members of the Executive Committee. Since 2000 the Board of Directors has met in principle every two months. Each meeting’s agenda includes: ■ the monthly financial results of Kinepolis Group and its subsidiaries; ■ newly proposed projects ■ the progress of ongoing projects. Once a year the Board also draws up the annual accounts, sets the investment budgets for the following financial year, determines the Group’s short and long-term strategy and establishes the general remuneration policy. According to the articles of association, resolutions are taken by a majority of votes cast, but in practice decisions are reached by consensus. The Board of Directors met ten times in 2002. RA Kine GB 28/05/03 9:54 Page 33 The Remuneration Committee The Remuneration Committee, set up in 1998 from members of the Board of Directors, is made up of the following non-executive directors: Mrs Marie-Rose Claeys-Vereecke Mrs Marie-Suzanne Bert-Vereecke Baron Hugo Vandamme, permanent representative of NV HRV Mr André Meers Mr Marc Vercruysse The chairman is Mr André Meers. Mrs Marie-Suzanne Bert-Vereecke was appointed to this committee by the Board of Directors, meeting on 6 December 2002, to replace Mr Albert Bert. The same board meeting also proceeded to appoint Baron Hugo Vandamme, permanent representative of NV HRV, to the executive committee. The Remuneration Committee advises the Board of Directors on general remuneration policy and establishes the fees of the members of the Executive Committee. The Remuneration Committee met three times in 2002. The Audit Committee The Audit Committee, which was set up in 2001, consists of: Mrs Marie-Rose Claeys-Vereecke Mrs Marie-Suzanne Bert-Vereecke Mr Gerard Van Acker, permanent representative of BVBA Gerard Van Acker Mr Philippe Haspeslagh, permanent representative of NV Euro Investment Management ■ the internal financial and accounting control system ■ the rules and procedures to be followed in drawing up the annual accounts; ■ the company’s audit, accounting and financial reporting processes. The auditor and the Chief Financial Officer attend the meetings of the Audit Committee. In 2002 the Audit Committee met five times under the chairmanship of Mr Gerard Van Acker. Remuneration In 2002 Kinepolis Group NV paid, a total of EUR 315,065 to the non-executive members of the Board of Directors. Executive Committee The Executive Committee of Kinepolis Group NV consists of: Mr Joost Bert, Chief Executive Officer Mr Florent Gijbels, Chief Executive Officer Mr Gilbert Deley, Chief Operations Officer Mr Jan Staelens, Chief Financial Officer The Executive Committee meets weekly under the chairmanship of the CEO’s and, together with them, sets day-to-day policy, proposes strategic options to the Board of Directors and sets specific policy lines. In 2002 Kinepolis Group NV paid EUR 203,594 to the Members of the Executive Committee as a global compensation. The Audit Committee advises and assists the Board of Directors in fulfilling its responsibilities in the organisation and control of: ANNUAL KINEPOLIS ® REPORT 2002 - 3 3 RA Kine GB 28/05/03 9:55 Page 34 A N N U A L K I N E P O A C C O U N T L I S G R O U P RA Kine GB 28/05/03 9:55 Page 35 CONTENTS 1. Comments on the consolidated accounts 1. Presentation of the consolidated key figures 2. Comments on the consolidated balance sheet and income statement for 2002 P.37 2. Consolidated financial statements of Kinepolis Group 1. Consolidated balance sheet of Kinepolis Group 2. Consolidated income statement of Kinepolis Group 3. Notes to the consolidated financial statements P.48 P.50 P.52 3. Auditor's report on the consolidated financial statements P.67 4. Ordinary financial statements 1. Comments on the ordinary financial statements 2. Ordinary balance sheet of Kinepolis Group 3. Ordinary income statement of Kinepolis Group 4. Appropriation of the result 5. Social balance sheet P.68 P.70 P.72 P.73 P.83 5. Financial calendar P.91 KINEPOLIS ® P.36 RA Kine GB 28/05/03 9:55 Page 36 PAG E 36 PRESENTATION OF THE CONSOLIDATED KEY FIGURES FINANCIAL YEAR ENDED 31 DECEMBER (IN EUR MILLION) TOTAL OPERATING INCOME EBITDA (1) EBITDA on turnover EBITDA excluding Decatron (2) EBITDA on total operating income Result after tax (group share) Cash flow from ordinary activities (3) Participating interests of third parties (4) Long-term financial debt (5) Short-term financial debt Other liabilities Balance sheet total 2002 2001 2000 213,47 45,31 21,9% 44,26 21,2% -5,74 68,12 2,36 154,43 56,91 76,41 358,23 221,49 44,06 20,2% 46,35 19,9% -20,76 79,36 0,55 166,87 102,80 78,25 427,83 221,74 40,90 19,5% 38,24 18,4% -68,79 100,59 3,50 114,88 139,58 83,69 442,24 (1) EBITDA (earnings before interest, taxes, depreciation and amortisation) refers to the operating result excluding depreciation and write-downs. (2) As Decatron creates non-eliminable turnover either by building for or delivering to third parties or for companies in joint ventures (Nîmes 2000) or through sale and lease-back (Valencia 2001) and there is no operating margin on these activities, the overall margin of the Kinepolis Group is affected. That is why “Ebitda excluding Decatron” is also mentioned (3) Equity including the GIMV subordinated bond loan in the amount of EUR 5.95m in 2002, EUR 7.44m in previous years. (4) Comprises 18.6% of the participating interest held by Deficom Group nv (2001/2000: 32%) held in Kinepoleast nv and 45% of Cinecity Treviso held by Furlan Cinema Teatri Group. (5) Excluding GIMV for an amount of EUR 5.95 million in 2002, EUR 7.44 million in 2000 and 2001 Kinepolis group reduced its indebtedness by 22% in 2002. The debts were reduced by EUR 58 million. A significant proportion of the short-term debt (EUR 34m) was also converted into long-term debt. The EBITDA, operating profit before depreciation, write-downs and provisions, rose by 2.8% as compared with 2001. The net consolidated loss (group share) of EUR 5.7m was mainly due to an exchange rate loss and the cost of hedging against the Polish Zloty amounting to EUR 3m. Start-up losses for new complexes, additional provisions and an increased burden of tax in Belgium and Spain account for the rest of the loss. Chiffre Kine GB 28/05/03 9:56 COMMENTS Page 37 ON THE CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT FOR 2002. Consolidated balance sheet: Commentary on assets Formation expenses Formation expenses fell by EUR 1.7 million mainly due to depreciation during the financial year. Intangible fixed assets Intangible assets amounted to EUR 1.56m at the end of 2002. These consisted mainly of goodwill eligible for depreciation held in relation to the Forvm Kinepolis Nîmes cinema complex in France and newly developed software in connection with the Kineticket platform. The remainder mainly consists of small licences and concessions held by the various companies in the group. Positive consolidation differences This heading includes the positive consolidation differences arising from the initial consolidation on 1 January 1996 and resulting from the takeover of minority interests at the end of 1997 and 1998. The goodwill created after the takeover of minority interests held by GIMV pending restructuring of the Group was calculated on the basis of the equity position according to Group valuation rules at the end of 1997, the date that comes closest to the actual takeover date. A number of positive consolidation differences also arose from the takeover of certain other participating interests. In 2002 there was a rise in this item by EUR 3.2m, due to a change in the percentage holdings in Polish companies Kinopoleast (company governed by Dutch law), Kinepolis Poznan and Kinepolis Spzoo. In line with the Group valuation rules the depreciation period was set at ten years for all positive consolidation differences. This depreciation gives rise to a total cost of EUR 2.5 million. The net book value at the end of the year was therefore EUR 16.5m. Tangible fixed assets Tangible fixed assets fell in 2002 from EUR 320.2m to EUR 260.3m. Investments during the financial year amounted to EUR 13.8m and mainly related to the new complexes in Granada (Spain) and Nancy (France) and the installation of the Kineticket platform, plus the completion of the recent complexes (Poznan, Valencia, Pioltello) and a few replacement investments. Disinvestments and decommissioning amounted to EUR 14.8m and mostly related to sales of land in Warsaw (Poland) and Granada (Spain). Depreciation of EUR 27.9m was at a similar level to last year. Due to a significant fall in the Polish zloty exchange rate, the effect of translation differences was EUR -5.3m. Companies removed from the consolidation scope during the financial year (mainly Pioltello and Pentascoop) accounted for the remaining difference of EUR 25.6m. ANNUAL REPORT 2002 - 3 7 Chiffre Kine GB 28/05/03 9:56 Page 38 PAG E 38 PRESENTATION OF THE CONSOLIDATED KEY FIGURES Financial fixed assets Enterprises accounted for by the equity method Last year this item included a sum of EUR 0.73m relating exclusively to the participating interest in the cinema complex at Vlissingen, with the associated Cinécafé. This participating interest was sold during the financial year as part of a change in strategy. Other enterprises This includes some smaller participating interests amounting to EUR 0.05m. Amounts receivable after 1 year The amounts receivable after 1 year mainly comprise the long-term component of investment grants to be received and which the Company received in the past by the French public authorities via Centre National de la Cinématographie, (C.N.C.) for the “Le Château du Cinéma” project in Lomme, the Max Linder complex in Paris, Kinépolis St-Julien-lès-Metz, as well as new subsidies for the Forvm Kinépolis complex in Nîmes These investment grants are included, after deducting deferred taxes, under the equity heading ‘Investment grants’ and released to the income statement at the depreciation rate for the various underlying investments. Actual payment of the investment grants by the C.N.C. is directly linked to the taxes paid on cinema tickets sold. Stocks and contracts in progress Stocks Consolidated stocks can be broken down into those directly related to cinema operations and on the hand the stock of technical goods for resale which is held: (IN 000 EUR) Cinema operations Raw materials and consumables Goods for resale, cinema operations Technical goods for resale Total 2002 2001 2000 147,31 681,22 773,35 1 601,88 219,44 565,39 678,05 1 462,88 89,76 622,54 2 448,07 3 160,37 Raw materials and consumables consist of maintenance materials and materials for minor repairs held by the various operating companies. Goods for resale associated with cinema operations comprise the limited stocks of drinks and confectionery held at the various complexes at the year end. The stock of technical goods for resale which is held by Decatron NV include stocks of spare parts for repairs and maintenance of sound, projection and information technology equipment and also goods and materials purchased in connection with the implementation of new projects through Decatron NV. The amount of this last type of stock fluctuates depending on the number and extent of projects in progress on the balance sheet date. At the end of 2002 the stock of technical goods for resale comprised the projection equipment for the complex at Pioltello, which was under construction. Contracts in progress Contracts in progress relate to the costs of projects at the pre-development stage, which are being carried out by Decatron for the account of Kinepolis Group. The capitalized costs of future projects are shown under the heading ‘Fixed assets under construction’. In view of the decision by the Board of Directors in mid-2001 to make a temporary pause in the investment programme, this currently consists mainly of costs relating to the Granada and Nancy projects. Chiffre Kine GB 28/05/03 9:56 Page 39 Amounts receivable within one year Trade debtors The following table shows a comparison between trade debtors over the last two financial years, broken down by type of activity : (IN 000 EUR) Cinema operations Other activities Total 2002 2001 6 282.96 7 279.10 13 562.06 7 956.81 8 318.05 16 274.86 Debtors from cinema operations relate to invoicing for vouchers, exchange deals, sponsor deals, events and advertising, and also to the hire of commercial premises ("concessions") to third parties outstanding at the year end. Trade debtors from other activities consist mainly of the outstanding receivables of Decatron NV and also the global group receivables centralized for the Kinepolis Group. The fall in Cinema operations debtors was mainly due to companies excluded from the consolidation during the financial year and the writing off of bad debts in France. The fall in other activities was mainly due to the movements in debtors relating to the Group's real estate activities (project development) and overall amounts receivable by the Kinepolis group. Other amounts receivable Other receivables at the year-end comprise the balance of VAT still to be recovered by various companies and any overpayment of corporation tax to be recovered. The short-term component of investment grants to be received for Kinépolis Le Château du Cinéma in Lomme, Max Linder in Paris, Kinépolis St-Julien-les-Metz and Forvm Kinépolis (Nîmes) are also included under this item. The fall was mainly the result of companies deconsolidated during the financial year and a fall in recoverable VAT credits. That is because a significant proportion of the recoverable VAT credits at the end of 2001, mainly arising from the building of new complexes, were received during 2002. Nevertheless there were still some large amounts receivable at the end of 2002, particularly in Spain, Poland and Italy. Short-term investments and cash at bank and in hand The value of the company's own shares held by the Kinepolis Group NV was EUR 0.43 million in all on 31 December 2002. This value takes into account the share price on the closing date. A cash pooling system ensures that cash shortages in one company are supplemented from temporary surpluses in others, according to the so-called 'zero balancing system'. As a result there were no short-term investments in foreign group companies on 31 December 2002. Money from the sale of participating interests was mainly used to reduce debts. The shares in CinemaxX AG (3m shares or 25%) were fully written off last year and are therefore no longer on the balance sheet. The sale of these CinemaxX shares is still taking place, although in quite difficult market conditions. Deferred charges and accrued Income This item consists mainly of costs of insurance and maintenance agreements relating to future periods and interest receivable at the year-end. ANNUAL REPORT 2002 - 3 9 Chiffre Kine GB 28/05/03 9:56 Page 40 PAG E 40 PRESENTATION OF THE CONSOLIDATED KEY FIGURES Consolidated balance sheet : commentary on liabilities Of the liabilities on the balance sheet, EUR 62.17 million relates to the consolidated equity of Kinepolis Group, out of a balance sheet total of EUR 358.23 million. Equity The following table gives a view of the composition of the consolidated equity of Kinepolis Group NV and its evolution in 2002: (IN 000 EUR) Capital Share premium account Consolidated reserves Result for the year Consolidation differences Translation differences Investment grants TOTAL 31.12.2001 80 505.32 66 639.88 -93 461.51 + 66 639.88 99 702.51 4 014.99 1 531.52 12 694.07 71 924.26 99 702.28 66 639.88 166 342.39 31.12.2002 47 442.92 5 745.27 956.85 1 627.95 1 422.36 6 241.00 -5 745.27 3 058.14 -96.43 11 271.71 176 094.59 62 172.07 It can be deduced from the table above that the consolidated equity fell by some EUR 9.7m The loss for the financial year amounting to EUR 5.7m accounts for the largest portion of this. The write-off of negative consolidation differences on Pentascoop (deconsolidated) and Decatron account for the EUR 0.9m movement in this item. The fall in translation differences was mainly due to the fall in the PLN as compared with the EURO. The investment grants comprise the part not yet included in the result, after deduction of relevant deferred taxation, of investment grants received from the Belgian government for the cinema complex in Hasselt and the investment grants received from the French government (C.N.C.) for the projects ‘Kinepolis le Château du Cinéma’ in Lomme, Max Linder in Paris, and Kinepolis St.-Julien-les-Metz and Forvm Kinepolis Nîmes. Incorporation in the result is being carried out via the financial result in accordance with the depreciation rate for the various elements of underlying investments and at 31 December 2002 it amounted to approximately EUR 1.4 million. Chiffre Kine GB 28/05/03 9:56 Page 41 Provisions for liabilities and charges and deferred taxes Provisions for liabilities and charges include the provisions made by the individual companies for pensions, major repair and maintenance works, costs in the context of the future expiry of concession agreements and for disputes. In 2002 additional provisions were made amounting to EUR 1.4m. The largest provision was made in Poland and relates to a dispute with contractors in connection with the building of the complex in Poznan. The provision for deferred taxes amounted to EUR 5.90 million at the end of 2002 and related exclusively to the future tax effect of the release of the investment grants at C.C.E. Limburg (Kinepolis Hasselt), Kinepolis Le Château du Cinéma, Max Linder, Kinepolis St.-Julien-lès-Metz and Forvm Kinépolis Nîmes. Latent tax liabilities fell from EUR 0.76m to EUR 0.65m, mainly due to the lowering of the corporation tax rate in Belgium, partly offset by rises in these tax liabilities in newer complexes (Braine-l'Alleud, Poznan and Valencia). Amounts payable after more than 1 year and amounts payable within 1 year Debts payable after one year At the end of 2002 the subordinated loans related to the amount of subordinated loans underwritten by GIMV and payable after more than one year, which was EUR 5.95m. Total long-term debts excluding the aforementioned subordinated loan amounted to 154.43m at the end of 2002 (EUR 166.87m at the end of 2001). The long-term amounts owed to credit institutions consisted of loans obtained from various financial institutions in the past to finance the different existing complexes. In the context of a debt restructuring programme a debt of EUR 34m was converted from short-term to long-term debt during the financial year. Companies deconsolidated during the financial year, the most important of which was Pioltello (Italy), gave rise to a fall in long-term debts of EUR 16m. Debts payable within one year Financial short-term debts fell by EUR 45.87m to EUR 56.92m. This amount included the share of the subordinated loan from GIMV (EUR 1.4m) which was scheduled for repayment within one year. Overall reduction in financial debts therefore amounted to more than EUR 58m. Trade debts encompass both the amounts due for the supply of goods and services within the context of investments made during the past financial year and current debts to suppliers at the end of the year within the framework of effective operations. Trade creditors were in line with last year, taking into account the companies deconsolidated during the year. Advances received on contracts in progress fell to EUR 0.14m, mainly as a result of the loss of projects. Other debts, including debts in relation to taxation, wages and social security fell by EUR 2.14m, mainly due to the companies excluded from the consolidation during the financial year. Accrued charges and deferred income Accrued charges and deferred income consist mainly of vouchers not yet redeemed at the year-end to be carried forward, and accrued interest charges for the financial year. Interest charges attributable to the financial year made up the majority of the remainder. ANNUAL REPORT 2002 - 4 1 Chiffre Kine GB 28/05/03 9:56 Page 42 PAG E 42 PRESENTATION OF THE CONSOLIDATED KEY FIGURES Consolidated income statement In 2002 Kinepolis Group succeeded in reducing the consolidated loss (group share) to EUR 5.74m (2001: EUR 20.75m). This loss is mainly due to an exchange rate loss and the cost of hedging against the Polish zloty amounting to EUR 3m. Start-up losses for new complexes, additional provisions and higher taxes account for the rest of the loss. In comparison with the 2001 financial year it should be pointed out that 2001 was strongly influenced by the write-off of the participating interest in the German cinema group Cinemaxx AG (see also investments). Operating results The table of company results set out below gives an overview of developments during the past 3 years. It should be noted that 2000 included the results of CinnemaxAG on a proportional basis for 11 months. (IN 000 EUR) Operating income A. Turnover B. Changes in contracts in progress C. Fixed assets - own construction capitalized D. Other operating income Operating charges A. Goods for resale B. Services and other goods C. Remuneration D. Depreciation and amounts written off E. Amounts written off stocks, contracts in progress and trade debtors F. Provisions for liabilities and charges G. Other operating charges H. Operating costs capitalised as restructuring costs I. Amortization of positive consolidation differences Operating profit/loss (1) 11 months proportional inclusion of CinemaxX 25% 2002 2001 20001 213 474.27 207 176.18 604.39 828.81 4 864.89 221 483.70 218 546.55 (5 665.61) 2 532.97 6 069.80 221 740.81 209 868.10 (938.62) 3 323.48 9 487.85 (202 751.18) 74 096.52 47 372.86 34 755.60 30 137.71 (208 109.12) 89 213.54 44 911.79 32 964.10 27 646.40 (211 819.81) 77 297.29 58 620.92 36 255.94 26 660.09 809.32 1 165.97 11 939.79 289.90 75.37 10 338.34 558.99 134.36 8 673.05 2 473.41 2 669.69 3 619.17 10 723.09 13 374.58 9 921.00 Chiffre Kine GB 28/05/03 9:56 Page 43 In order to gain a correct view of the evolution of operating results, they must be considered separately for each activity. In 2001 the turnover still included a significant proportion arising from the group's construction activities. Following the decision by the Board of Directors in mid-2001 to reduce the pace of investments temporarily, no new complexes were opened in 2002 and consequently there was virtually no income from this activity. The fall in operating income is fully accounted for by this. When Decatron, the company that covered these activities, is excluded, operating income rose by almost 4%. Recent complexes which are not yet achieving their full capacity are responsible for the largest proportion of the fall in operating income. Certain additional provisions, mainly in Poland and France, accounted for the rest of the fall. Operating income Turnover (IN 000 EUR) Cinema operations of the Kinepolis group Existing cinemas Non-mature cinemas Cinema operations for CinemaxX AG Technical services and project development (2) Other, including film distribution and production Total 2002 % 2001 % 2000(1) % 151.58 43.43 73% 21% 142.75 45.73 65% 21% 2.01 10.16 207.18 1% 5% 22.28 7.80 218.55 10% 4% 134.51 18.12 35.89 10.71 10.66 209.87 64% 9% 17% 5% 5% (1) 11 months proportional inclusion of CinemaxX 25% (2) The turnover from project development for 2001 includes the realization of the sale and rent back project in Paterna and for 2000 it includes the realization of the joint venture project in Nîmes. The fall in turnover from EUR 218.55m to EUR 207.18m was entirely due to the fall in turnover from the provision of technical services and project development (Decatron). Last year the turnover from a sale and rent back operation involving the complex in Valencia was also included. Turnover from cinema operations rose by 3.5% to more than EUR 195m. The increase in turnover from existing complexes is mainly due to the additional turnover from the Thionville and Mulhouse complexes, which were still in the non-mature group in 2001. As a result the proportion of turnover from mature cinemas rose to 73% (2001: 65%) of total turnover. It is noticeable that the non-mature cinemas, despite the fact that not a single new complex was opened in 2002 and despite the aforementioned transition from Thionville and Mulhouse to the existing mature cinemas, achieved virtually the same turnover as in 2001. The proportion of turnover from non-mature cinemas was therefore unchanged at 21%. Turnover from other activities also rose. ANNUAL REPORT 2002 - 4 3 Chiffre Kine GB 28/05/03 9:56 Page 44 PAG E 44 PRESENTATION OF THE CONSOLIDATED KEY FIGURES Operation of cinema complexes Within cinema operations, the turnover was further subdivided as follows: (in million EUR) Box Office (Ticket Sales) Food & Beverage Screen advertising Partnerships Other media sales 2002 % 2001 % 137.79 39.25 8.46 2.55 6.96 195.01 70.6 20.1 4.3 1.3 3.7 131.26 35.76 8.06 2.95 10.45 188.48 69.6 18.9 4.3 1.6 5.6 The breakdown in turnover from cinema operations was comparable with the previous year. Income from Food & beverage rose and now accounts for more than 20% of total turnover. Income from partnerships and other media sales (events, exchange agreements etc.) in the cinemas fell slightly. It should be pointed out here, however, that a proportion of this income is now received by a holding company and is therefore included under "Other income". The geographical breakdown of the turnover from cinema operations is as follows: (in million EUR) Belgium France Spain Italy Poland Other (Switzerland and Netherlands) % 2001 % 94.53 48.5% 41.89 21.5% 33.93 17.4% 14.27 7.3% 6.56 3.4% 3.83 1.9% 195.01 2002 93.76 43.10 31.82 11.43 3.67 4.70 188.48 49.7% 22.9% 16.9% 6.1% 1.9% 2.5% It is clear from the above table that the proportion from non-mature cinemas is still growing: there were significant increases in turnover in Spain, Poland and Italy. In the Belgian domestic market the company was able to maintain its strong leading position with turnover remaining at a similar level. Turnover in France fell slightly, mainly as a result of the poorer French films on offer. Finally, a welcome rise took place in Switzerland. In 2002 there was no longer any turnover in the Netherlands due to the sale of the participating interest in Ede in late 2001. Finally it should be pointed out that the complex in Pioltello was sold in late 2002. Architectural advice and technical assistance These activities are carried out by the subsidiaries Decatron NV and Devicos NV, mainly on behalf of the other companies in the group. By analogy with the previous year, the turnover realized on the basis of project development was eliminated by offsetting against fixed assets – own construction and direct costs within Decatron. Due to the decision by the Board of Directors in mid-2001 to take a temporary pause in the intensive investment programme seen in recent years, the construction department was scaled down. Decatron's main activity in 2002 therefore consisted of providing assistance with facility management, projection and sound, food & beverage equipment and IT support, mainly for the group's own complexes. Nevertheless, third parties are also still benefiting from Decatron's unique knowledge in this specific area and thus, among other things, the projection and sound equipment for a project in Turnhout was supplied and installed by Decatron in 2002. Chiffre Kine GB 28/05/03 9:56 Page 45 Other activities Turnover figures include the activities carried out for third parties by a number of associate companies, such as the distribution of film rights, media sales issued by the Kinepolis Group and film production. Turnover from film distribution fell sharply in 2001 due to a poor supply of films. Since there were no film productions in 2002, no turnover was generated either. The rise in other activities was therefore entirely attributable to the rise in media sales in the Kinepolis Group. Other operating income The other operating income mainly consists of rental income realized by the various group companies for the rental of concessions, car parks and advertising space. Operating costs Total operating costs amounted to EUR 203m as compared with EUR 208m last year. The sharp fall in purchases of goods for resale, raw materials and consumables could be explained by the ending of construction activities as already discussed under turnover. The rise in services and miscellaneous goods, personnel costs, depreciation and other operating costs was mainly due to the recent complexes (Pioltello, Valencia, Poznan): in comparison with 2001 costs were now in the accounts for a full year, which was not the case last year. Operation of cinema complex The main elements of operating costs are purchases of film hire and Food & Beverage and services and miscellaneous goods. Municipal taxes and copyright charges were paid on box office takings. Film rental charges to the holders of the film rights also have to be paid on the remainder. In addition to these specific costs, the operating companies incur liabilities of which the most significant are: • Purchases for events: depending on the selling prices for catering activities; • Rental charges: these are limited since the majority of land and buildings are owned. Rent is paid in Brussels, Metropolis (Antwerp), Max Linder (Paris), Lomme, Valencia and Treviso. • Property taxes and duties: on all kinds of movable and real estate property; • Maintenance and decorative repairs; • Electricity, gas and oil. Other activities: Kinepolis Film Distribution (KFD) and Kinepolis Film Productions (KFP) Under other activities, production costs and royalties from Kinepolis Film Distribution should be mentioned in particular. Due to the lower turnover at KFD, these costs were also significantly lower in comparison with last year. Since KFP did not have any productions, virtually no costs were recorded either. Depreciation and amounts written off Depreciation relates mainly to assets used in the operating companies. The opening of new multiplexes in 2000 and in 2001 (Treviso, Nîmes, Schaffhausen, Ede, Pioltello, Paterna and Poznan) led to a rise in depreciation charges in recent years. Complexes which became operational during the financial year are not depreciated for a full year. This largely accounts for the rise in depreciation from EUR 27m in 2001 to EUR 30m in 2002 The remainder of the increase can be accounted for by additional depreciation due to the cessation of a number of auxiliary activities in France. ANNUAL REPORT 2002 - 4 5 Chiffre Kine GB 28/05/03 9:56 Page 46 PAG E 46 PRESENTATION OF THE CONSOLIDATED KEY FIGURES Provisions for liabilities and charges The largest component of this item related to a provision that was made for a dispute in Poland with a number of contractors concerning the building of the complex in Poznan. Amortization of goodwill In accordance with Group valuation rules the depreciation period for all goodwill was fixed at ten years. This resulted in a depreciation charge for 2002 of EUR 2.47 million. Last year, following a decision by the Board of Directors, an additional special write-down of EUR 1.53m was entered in the accounts. Financial results (IN 000 EUR) 2002 2001 5 756.15 350.74 1 484.11 3 921.30 4 153.82 88.79 853.38 3 211.65 Financial charges A. Debt charges B. Amortization of positive consolidation differences C. Amounts written off current assets D. Other financial charges (22 390.75) 15 226.86 0 668.60 6 495.29 36 581.49 15 774.55 0 18 064.06 2 742.88 Financial result (16 634.60) Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income (32 427.67) The financial loss improved from EUR -32m in 2001 to EUR -16m in 2002. In 2002, however, this figure included a write-down of EUR 18m on the CinemaxX participating interest. Interest payable and similar charges fell slightly to EUR 15.2m. Additional interest of EUR 1.6m on loans for the new complexes opened during 2001 was offset by lower interest charges thanks to the debt reduction that took place during 2002. The remainder of the difference can be accounted for by the companies excluded from the consolidation during 2001. The other financial profit and loss items mainly consisted of the effect of exchange losses and costs of hedging against the Polish zloty amounting to EUR 3m. Chiffre Kine GB 28/05/03 9:56 Page 47 Extraordinary results (IN 000 EUR) Extraordinary income A. Adjustments to depreciation and write-downs on intangible and tangible assets B. Write-back of consolidation differences written off C. Write back of amounts written off financial assets D. Adjustments to provisions for extraordinary liabilities and charges E. Capital gain on the disposal of fixed assets F. Other extraordinary income Extraordinary charges A. Extraordinary depreciation of and amounts written off formation expenses, intangible and tangible assets B. Extraordinary depreciation on positive consolidation differences C. Amounts written off financial assets D. Provision for extraordinary charges E. Losses on the disposal of fixed assets F. Other extraordinary expenses Extraordinary result 2002 20011 4 035.72 5 658.61 280.39 3 592.81 162.52 420.54 1 697.84 3 540.23 (994.42) (7 264.74) 24.04 2 705.41 1 527.75 261.66 123.46 585.26 100.20 1 532.87 1 398.52 3 041.30 (1 606.13) The extraordinary income items mainly consisted of capital gains realised on participating interests: Pentascoop (Belgium), Kinepolis Pioltello (Italy), Kinepolis Zeeland with the subsidiary participating interest in VOF Palais du cinéma Alhambra and the associated Cinecafé (project in Vlissingen, the Netherlands). Capital gains were also realised on the sale of land in Warsaw (Poland) and Granada (Spain). The remainder of the extraordinary income can be accounted for by additional depreciation due to the cessation of a number of auxiliary activities in France. Withdrawals from and transfers to deferred taxes and latent taxes This refers mainly to movements in latent tax liabilities, which are calculated from the differences between the economical and fiscal depreciation of tangible fixed assets held by the various companies. In 2001 a merger in Belgium gave rise to a write-back of deferred tax liabilities amounting to EUR 2.28m, which largely accounts for the difference with the current financial year. Taxation Taxation rose from EUR 4.2m in 2001 to EUR 5.6m in 2002. This rise mainly arises in Belgium (EUR +0.9m) and Spain (EUR +0.4m). Discussion of the ordinary accounts at 31 December 2002 and 2001 see below “Ordinary financial statements”. ANNUAL REPORT 2002 - 4 7 Chiffre Kine GB 28/05/03 9:56 Page 48 PAG E 48 CONSOLIDATED CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET OF ASSETS (IN .000 EUR) FIXED ASSETS Formation expenses Intangible assets Positive consolidation differences Tangible fixed assets A. Land and buildings B. Plant, machinery and equipment C. Furniture and vehicles D. Leasing & similar rights E. Other tangible assets F. Assets under construction and advance payments Financial fixed assets A. Enterprises accounted for using the equity method 1. Participating interests 2. Amounts receivable B. Other enterprises 1. Participating interests and shares 2. Amounts receivable and cash guarantees CURRENT ASSETS Amounts receivable after 1 year A. Trade debtors B. Other amounts receivable Stocks and contracts in progress A. Stocks 1. Raw materials and consumables 2. Work in progress 3. Finished goods 4. Goods purchased for resale 5. Real estate property intended for resale 6. Advance payments B. Contracts in progress Amounts receivable within one year A. Trade debtors B. Other amounts receivable Investments A. Own shares B. Other investments and deposits Cash at bank and in hand Deferred charges and accrued income TOTAL ASSETS KINEPOLIS GROUP 2002 2001 2000 280 570.83 1 746.65 1 559.98 16 515.50 260 324.89 195 701.84 34 980.34 3 800.94 21 097.16 286.95 4 457.66 423.81 342 400.70 3 402.30 1 913.88 15 797.67 320 178.19 242 638.52 46 148.53 3 933.06 21 841.96 585.74 5 030.38 1 108.66 731.23 731.23 335 992.93 4 159.93 2 480.47 18 747.79 309 273.87 220 572.96 42 965.97 4 798.30 1 223.21 977.69 38 735.74 1 330.87 715.82 715.82 423.81 65.38 358.43 377.44 52.53 324.91 615.05 496.65 118.39 77 655.80 24 205.34 85 426.93 24 654.70 106 251.40 25 226.04 24 205.34 1 716.75 1 601.88 147.31 24 654.70 1 462.88 1 462.88 219.44 25 226.04 4 149.59 3 160.37 89.76 1 454.57 1 243.44 3 070.58 114.87 32 016.72 13 562.06 18 454.66 430.35 430.35 38 139.17 16 274.87 21 864.30 519.07 519.07 12 732.42 6 554.22 14 491.63 6 159.48 358 226.63 989.24 36 842.33 16 731.97 20 110.36 22 598.99 576.55 22 022.41 12 140.36 5 294.09 427 827.63 442 244.30 Chiffre Kine GB 28/05/03 9:56 Page 49 LIABILITIES (IN .000 EUR) 2002 2001 2000 62 172.07 47 442.92 47 442.92 71 924.26 80 505.32 80 505.32 66 639.88 93 152.30 80 505.33 80 505.33 66 639.88 495.72 3 058.14 (93 461.51) 4 014.99 (71 707.99) 4 003.11 (96.43) 11 271.71 1 531.52 12 694.07 243.93 13 468.13 2 361.11 2 361.11 550.62 550.62 3 495.55 3 495.55 10 271.97 3 719.94 129.17 9 729.52 2 316.56 12 425.56 1 786.32 20.82 62.63 3 528.14 6 552.03 211.79 2 104.77 7 412.96 211.80 1 553.70 10 639.24 CREDITORS Amounts payable after one year A. Financial debts 1. Subordinated loans 2. Unsubordinated loans 3. Leasing and other similar obligations 4. Credit institutions 5. Other loans Amounts payable within one year A. Current portion of amounts payable within one year B. Financial debts 1. Credit institutions 2. Other loans C . Trade debt 1. Suppliers D. Advances received on contracts in progress E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable Accrued charges and deferred income 283 421.49 160 383.15 160 383.15 5 949.45 345 623.23 174 304.04 174 304.04 7 436.81 333 170.83 122 317.61 122 317.61 7 833.44 19 247.72 134 725.85 460.13 108 495.85 26 669.33 30 245.24 29 915.35 329.89 37 059.37 37 059.37 144.13 11 823.72 6 142.87 5 680.85 2 554.06 14 542.49 22 734.16 135 998.46 8 134.61 158 168.99 18 016.76 84 783.24 84 776.89 6.35 38 309.64 38 309.64 548.31 13 141.54 7 306.99 5 834.55 3 369.50 13 150.20 640.43 105 972.42 7 871.31 203 481.76 13 430.42 126 152.17 125 997.21 154.93 38 672.38 38 672.38 10 140.92 11 623.01 9 513.88 2 109.13 3 462.87 7 371.49 TOTAL LIABILITIES 358 226.63 CAPITAL AND RESERVES Capital A. Issued capital Share premium account Revaluation surpluses Consolidated reserves Consolidation differences Imputed positive consolidation differences (-) Translation differences Investment grants MINORITY INTERESTS Minority interests PROVISIONS, DEFERRED TAX AND LATENT TAX LIABILITIES A. Provisions for liabilities and charges 1. Pensions and similar obligations 2. Taxation 3. Major repairs and maintenance 4. Other liabilities and charges B. Deferred tax and latent tax ANNUAL 427 827.63 442 244.30 REPORT 2002 - 4 9 Chiffre Kine GB 28/05/03 9:56 Page 50 PAG E 50 CONSOLIDATED INCOME KINEPOLIS GROUP STATEMENT OF HEADINGS (IN .000 EUR) 2002 2001 2000 213 474.27 207 176.18 221 483.70 218 546.55 221 740.81 209 868.10 604.39 828.81 4 864.89 (5 665.61) 2 532.97 6 069.79 (938.62) 3 323.48 9 487.85 Operating charges (202 751.18) A. Raw materials, consumables and goods for resale 74 096.52 1. Purchases 74 405.31 2. Increase/decrease in stocks (308.79) B. Services and other goods 47 372.86 C. Remuneration, social security costs and pensions 34 755.60 D. Depreciation and amounts written off intangible and tangible fixed assets 30 137.71 E. Amounts written off stocks, orders in progress and trade debtors. 809.31 F. Increase/decrease in provisions for liabilities and charges 1 165.97 G. Provisions for liabilities and charges 11 939.79 H. Operating charges capitalized as restructuring costs I. Amortization of positive consolidation differences 2 473.41 (208 109.12) 89 213.54 87 379.09 1 834.45 44 911.78 32 964.10 211 819.81 77 297.29 79 041.20 (1 743.91) 58 620.92 36 255.94 27 646.40 26 660.08 289.90 75.37 10 338.34 558.98 134.38 8 673.05 2 669.69 3 619.17 10 723.09 13 374.58 9 921.00 Operating income A. Turnover B. Increase/decrease in stocks of finished goods, works and contracts in progress C. Fixed assets – own construction D. Other operating income OPERATING PROFIT/LOSS Financial A. B. C. income Income from financial fixed assets Income from current assets Other financial income 5 756.15 350.74 1 484.11 3 921.30 4 153.82 88.79 853.38 3 211.65 6 928.33 761.70 1 454.04 4 712.56 Financial A. B. C. D. charges (22 390.75) Interests and other debt charges 15 226.85 Amounts written off positive consolidation differences Increase/decrease in amounts written off current assets 668.60 Other financial charges 6 495.29 (36 581.49) 15 774.55 18 064.06 2 742.88 14 485.83 12 547.70 139.81 868.49 929.80 (19 053.09) 2 363.49 Result from ordinary activities before tax (5 911.50) Chiffre Kine GB 28/05/03 9:56 Page 51 HEADINGS (IN .000 EUR) 2002 2001 2000 Extraordinary income 4 035.72 A. Adjustments to depreciation of and to other amounts written off intangible and tangible fixed assets B. Adjustments to amounts written off consolidation differences 280.39 C. Adjustments to amounts written off financial fixed assets D. Adjustments to provisions for extraordinary liabilities and charges E. Gain on disposal of fixed assets 3 592.81 F. Other extraordinary income 162.52 5 658.61 13 634.22 420.54 1 697.84 3 540.23 5 205.09 2 532.60 5 252.00 Extraordinary charges (994.42) A. Extraordinary depreciation of and amounts written off formation expenses, intangible and tangible fixed assets B. Extraordinary amounts written off positive consolidation differences 24.05 C. Amounts written off financial fixed assets D. Provisions for extraordinary liabilities and charges 261.66 E. Loss on disposal of fixed assets 123.46 F. Other extraordinary charges 585.26 G. Extraordinary charges capitalized as restructuring costs H. Negative consolidation differences (7 264.74) 81 272.16 2 705.41 1 481.63 1 527.75 69 191.44 100.20 1 532.87 1 398.51 17.90 10 581.21 644.52 Net profit for the financial year before tax Transfer from deferred tax and latent tax Transfer to deferred tax and latent tax (2 870.20) 1 017.13 (412.78) (20 659.22) 3 347.12 (1 032.31) (65 274.46) 1 453.65 397.30 Income taxes A. Income taxes B. Adjustment of income taxes and write-back of tax provisions (5 573.84) (5 573.84) (4 186.89) (4 190.94) (5 548.30) (5 561.54) 4.05 13.24 Consolidated result Share in the results of the enterprises accounted for using the equity method: Consolidated result (7 839.68) (22 531.30) (69 766.41) 69.75 (7 769.94) 70.32 (22 460.98) 74.57 (69 691.82) (2 024.66) (5 745.27) (1 706.51) (20 754.47) (900.00) (68 791.82) A. Share of minority interests B. Share of the group ANNUAL REPORT 2002 - 5 1 Chiffre Kine GB 28/05/03 9:56 Page 52 PAG E 52 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS I.A. Consolidation criteria All Group and associated companies are included in the Kinepolis Group consolidation according to the following consolidation methods : - Full consolidation : this method is applied to those companies where Kinepolis Group NV holds more than half the shares or over which it exercises de facto control. Proportional consolidation : this method is applied to those companies, which are controlled by the Kinepolis Group together with other shareholders. Equity method : this method is applied to those companies where the Kinepolis Group has a significant influence in guiding policy. I.B. Changes to the scope of consolidation during 2001 1. Enterprises included in the scope of consolidation during the financial year Nil 2. Changes in the holding percentage The following dissolutions/liquidations took place in 2002 : Châteaulom sa (France) Kinepolis Avion SA (France) Kinepolis Noisy le Grand SA (France) Kinepolis Rennes SA (France) Decatron Consulting (Spain) The following merger took place in late 2002: Kinepolis Warszawa merged with Kinepolis Spzoo. Changes in the participation percentage during 2002: In late 2002, 13.36% of the shares in Kinepoleast, the holding company which owns the Polish companies (Kinepolis Poznan and Kinepolis Spzoo) were taken over from Deficom group nv. As a result the percentage of the participating interest in these companies increased from 68% to 81.36%. Participating interests sold during the financial year: Kinepolis Zeeland bv, with its subsidiary participating interests VOF Palais du Cinéma Alhambra (Vlissingen) and the associated Cinecafé. Pentascoop nv Kinepolis Pioltello srl 3. Name changes Nihil Chiffre Kine GB 28/05/03 9:56 Page 53 II. Scope of consolidation II.A. List of fully consolidated subsidiaries Kinepolis Mega N.V.* (1) Regionale Uitgeversmaatschappij (R.U.M.) N.V. in liquidation** Decatron N.V Majestiek International S.A European Mega Cinema (EMC) S.A. France Méga Cinéma (FMC) S.A. Kinepolis Saint-Julien-Lès-Metz S.A. * France Méga Cinéma Immo (FMCI) SAS Kinepolis Le Château du Cinéma S.A. * Kinepolis Mulhouse S.A. C.C.I.& H. N.V. Immo den Ouden Bampt N.V. Bruvision N.V. Kinepolis Film Distribution N.V. (KFD) C.C.E. Liège S.A. *(2) Immo Roc S.A. Kinepolis España S.A. * Kinepolis Film Productions B.V.B.A. (KFP) Kinepolis Multi N.V. *(3) Devicos NV in liquidation ** Frontline BVBA in liquidation ** Kinepolis Thionville S.A. * Kinepolis Immo Thionville S.A. Eden Panorama S.A. * Kinepolis Nancy SAS* Kinepolis Prospection SAS* Kinepoleast BV Kinepolis Holding BV Kinepolis Poznan Sp.z.o.o.* Kinepolis Sp.z.o.o. Megatix NV Brussels Kine-Invest SA Kinepolis Schweiz AG* Kinepolis Madrid SA* Kinepolis Paterna SA* Kinepolis Granada SA* Kinepolis Jerez SA* Cinecity S.p.a.* Imagibraine SA* Imagisoft SA Kinepolis Nacka Brussels B BE 430.277.746 100.00% Kortrijk Brussels Luxembourg Luxembourg Metz Metz Metz Lomme Mulhouse Herk-de-Stad Herk-de-Stad Brussels Brussels Liège Herk-de-Stad Madrid Kortrijk Kortrijk Brussels Antwerp Thionville Thionville Paris Lomme Lomme Amstelveen Amstelveen Poznan Warschau B B LUX LUX FR FR FR FR FR B B B B B B S B B B B FR FR FR FR FR NL NL PL PL B S CH S S S S I B B SE BE 421.962.371 BE 424.519.114 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 81.36% 100.00% 81.36% 81.36% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 55.00% 100.00% 100.00% 100.00% Madrid Schaffhausen Madrid Madrid Madrid Madrid Treviso Braine l’Alleud Braine l’Alleud Stockholm LU 19942205972 FR 20399716083 FR 43398364331 FR 51398364331 FR 60387674484 FR 18404141384 BE 455.740.543 BE 455.729.358 BE 418.314.676 BE 445.372.530 BE 459.469.796 BE 459.466.234 ESA 814.87027 BE 459.997.061 BE 434.861.589 BE 444.192.197 BE 451.171.051 FR 09419251459 FR 10419162672 FR 02340483221 FR 00428192819 FR 45428192058 NL 807225605B01 NL 807760420B01 NIP 5252129575 NIP 5252184717 BE 462.123.341 ESA 82489659 CH 2903013216-5 ESA 828.149.06 ESA 828.149.14 ESA 828.149.55 ESA 828.149.22 03138230275 BE 462.688.911 BE 464.594.861 556 589 2295 * Companies in which a cinema operation is included or planned. ** Liquidations, fully consolidated (1) Kinepolis Mega NV comprises the activities of Kinepolis NV and Metropolis NV. (2) C. C. E. Liège SA : Opéra Liège SA Palace Liége SA and Group Claeys R. SA (3) Kinepolis Multi NV comprises the activities of Leuven, Hoog-Kortrijk, Ghent and C. C. E. Limburg NV. ANNUAL REPORT 2002 - 5 3 Chiffre Kine GB 28/05/03 9:56 Page 54 PAG E 54 II.B. List of the shared subsidiaries included via proportional consolidation Forvm Kinepolis SA RMB Entertainment N.V. Nîmes Brussels FR B FR 864.210.385.48 BE 464.742.935 50.00% 50.00% III. List of unconsolidated subsidiaries and associated companies for which the equity method is not applied. Kinepolis Ceszka Praha CZ - 100.00% The reason for non-consolidation of these companies is their minimal impact on consolidation. Inclusion would also involve disproportionate costs. CinemaxX AG Germany The reason for non-consolidation of these companies, is that these shares are subject to a future sale. DE - 25.00% V. List of other companies in which the Group holds a share of at least 10% Eurocasino N.V. Brussels B BE 467.730.238 19.00% VI.A. Accounting and valuation rules applied in preparing the consolidated financial statements A. General The accounting principles and valuation rules used in preparing the consolidated accounts comply with the Belgian accountancy legislation and the provisions of the Royal Decree of 6 March 1990. The consolidated financial statements were prepared on 31 December, the balance sheet date of the parent company Kinepolis Group NV and all consolidated companies. The consolidated financial statements are prepared after the distribution of profits by Kinepolis Group NV. The financial statements of the other consolidated companies are included before appropriation of profits. The valuation rules used for the consolidation are those of the parent company Kinepolis Group NV, supplemented by certain rules specific to the consolidation. Where there are significant differences, recalculations are always carried out for companies included by the full and proportional consolidation methods. This has only given rise to adjustments in connection with the depreciation of tangible fixed assets. The other valuation rules are virtually the same for the entire Kinepolis Group and the remaining departures have no material influence on the consolidated position as indicated below. After merging the balance sheets and income statements, as recalculated in accordance with the group valuation rules, the intercompany balances and transactions and the associated results are eliminated. By analogy with last financial year, the turnover made by Decatron NV was offset against the fixed assets produced and the immediate costs within Decatron. This concerns invoices issued for specific Kinepolis projects undertaken by Decatron. Chiffre Kine GB 28/05/03 9:56 Page 55 B. Valuation Rules Formation expenses and intangible fixed assets Formation expenses and the costs of increases in capital were valued at cost and depreciated at 20% per year. Loan costs, if any, are depreciated over the term of the loan. Intangible fixed assets are included on the balance sheet at cost. Annual depreciation is applied by the straight-line method at 20% per year starting from the first year. Consolidation differences The consolidation differences represent the divergence between the purchase cost on the one hand and the corresponding share of net equity on the other. Insofar as these differences originate in the over- or undervaluation of certain asset or liability items, they are appropriately allocated. The remaining difference is included in the consolidated accounts under "Consolidation differences" in the reported assets or liabilities depending on whether the price is greater or less than the share in equity (recalculated if necessary). When drafting of Kinepolis Group NV’s first consolidated financial statements as at 31 December 1996, the opportunity was taken to calculate the initial goodwill from the starting date of the financial year to which the first consolidated financial year relates, in this case 1 January 1996 (art. 50 of the Royal Decree of 6 March 1990). Goodwill is normally amortized on a straight-line basis over a period of 10 years, but the period actually adopted depends on an individual assessment by the Board of Directors in relation to the anticipated economic useful life. Additional or exceptional amortization is applied to goodwill when, as a result of changes in economic circumstances, the original values can no longer be justifiably retained on the consolidated balance sheet. Negative consolidation differences remain unchanged up to the point when the participating interest concerned is sold, if at all. Tangible fixed assets Tangible fixed assets are valued at cost including acquisition expenses or at contributed value less cumulative depreciation plus the respective capitalized interest, where this relates to the period before they became operational. Straight-line depreciation is applied for consolidation purposes on the basis of the anticipated economic useful life of the assets concerned, without taking account of any residual value of these assets. Car parks Buildings Furnishings Computers Plant and machinery Furniture and vehicles 3.33 % 5% 6.67 to 20 % 33 % 10 to 20 % 10 to 33 % Investments in a completely new complex are depreciated pro rata from the month in which they become ready for use. Other investments are depreciated for the full year, from the year of acquisition. Expenditure on extensions, major renovations and improvements is capitalized. Expenditure on repairs, maintenance and replacements that does not materially extend the economic life of the assets is recorded as costs. Financial Fixed Assets The book value of participating interests in companies to which the equity method is applied is adjusted to the proportional share of the net equity of these companies, determined according to the consolidation rules. The participating interests mentioned under the heading ‘Other companies’ are valued at purchase cost after applying a write-down, where applicable, where the reduction in value is permanent. ANNUAL REPORT 2002 - 5 5 Chiffre Kine GB 28/05/03 9:56 Page 56 PAG E 56 Stocks Stocks are valued at cost or at market value (realizable value) if lower. The purchase cost is determined by the FIFO method. Contracts in progress are valued at production price by the ‘completed contract method’. Receivables and debts Receivables and debts are valued on a nominal value basis. Provisions are made for receivables that are wholly or partly uncertain or doubtful. Short-term investments and cash in hand and at bank Fixed-interest securities, shares and units are valued at purchase cost, including additional charges, or at their market value if it is lower. Deferred charges and accrued income These accounts are recorded and valued at purchase cost and included in the balance sheet for the component which is carried forward to next year. Consolidated reserves Group reserves include the reserves and transferred results of the consolidated company, plus the Group’s share in the results of the other fully and proportionally consolidated companies and companies to which the equity method has been applied, after deducting any distributions. Translation differences For financial statements of subsidiaries expressed in a currency other than EUR, all items on the balance sheet are converted at the closing rate and those on the income statement at the average rate. Capital and reserves are retained at their historic value in EUR. The difference that therefore arises in relation to the closing rate is transferred to the translation differences account. The difference between the closing rate and the average rate for the results is also transferred to this account. Provisions for liabilities and charges On the basis of a cautious estimate, the Board of Directors decides which provisions should be made to cover the cost of major repairs and extensive maintenance and any other liabilities and charges that are probable or certain on the balance sheet date, but whose extent is not yet precisely known. Chiffre Kine GB 28/05/03 9:56 Page 57 Deferred taxes and latent tax Deferred taxes are calculated on the temporary differences between the fiscal result and the result calculated according to Group rules, at the applicable rates for the companies concerned. This provision is made by the ‘full provision’ method and is revised each year to take into account any movement in the taxable base and any changes in legislation. No latent tax assets are included in the Kinepolis Group’s consolidated accounts. Any latent tax assets in the company accounts of foreign or other subsidiaries are reversed to the extent that they exceed tax liabilities. The provision for deferred taxes on capital gains achieved and investment grants is fully retained as entered on the company financial statements. Conversion of foreign currency Receivables and debts expressed in foreign currency are converted at the end of the financial year at the closing rate. The resulting translation differences are charged to the income statement if the calculation per currency gives rise to a negative difference and are included under accrued charges and deferred income if the calculation for that currency gives rise to a positive difference. Derivative financial products To date the Group has not used derivative financial investments. No transactions of a speculative nature have been undertaken. C. Change in the valuation rules There has been no change in the valuation rules at the consolidated level as compared with last year. VI.B. Deferred taxes and liabilities (in .000 EUR) Breakdown of liabilities item XI B. Deferred taxes (Deferred taxes (in accordance with Article 35 of the Royal Decree of 8 October 1976, as introduced by the Royal Decree of 30 December 1991) Tax liabilities (in accordance with Article 40 of the Royal Decree of 6 March 1990) ANNUAL REPORT 6 552.03 5 899.57 652.46 2002 - 5 7 Chiffre Kine GB 28/05/03 9:56 Page 58 PAG E 58 VII. Statement of formation expenses (in .000 EUR) Net carrying value at the end of the preceding period Movements for the period: -new expenses for the period -other changes -amortisation -translation differences 3 402.30 143.29 (1 558.43) (15.01) (195.49) Net carrying value at the end of the period of which: -incorporation and capital increase expenses, loan issue expenses and other formation expenses 1 746.65 1 746.65 VIII. Statement of intangible fixed assets (in 000 EUR) A. Acquisition cost -At the end of the preceding period Movements during the period: -acquisitions including fixed assets, own construction -sales and disposals -transfers from one heading to another -translation differences -other movements At end of the period C. Depreciation and amounts written off At the end of the preceding period Movements during the period: -recorded -acquired from third parties -written off after sales and disposals -transfers from one heading to another -translation differences -other changes At the end of the period D. Net book value at the end of the period CONCESSIONS, PATENTS, LICENCES, ETC. 5 941.37 601.12 (338.72) 201.97 (11.83) (211.90) 6 182.02 4 027.50 649.26 (10.20) 151.59 4.81 (200.91) 4 622.04 1 559.98 Chiffre Kine GB 28/05/03 9:56 Page 59 IX. Statement of tangible fixed assets (in .000 EUR) A. Acquisition cost At the end of the preceding period Movements during the period : - acquisitions including fixed assets - own construction - transfers and withdrawals from service - transfers from one heading to another - translation differences - other changes At the end of the period C. Depreciation and amounts written down At the end of the preceding period Movements during the period: - recorded - cancelled following sales and disposals - transferred from one heading to another - translation differences - other changes At the end of the period D. Net book value at the end of the period LAND AND BUILDINGS PLANT , MACHINERY AND EQUIPMENT 325 674.07 100 395.83 4 091.43 (9 799.08) (3 936.68) (2 760.83) (24 015.21) 289 253.70 3 868.72 (2 226.07) (4 161.51) (669.54) (3 158.34) 94 049.09 83 035.55 54 247.30 14 332.06 (1 915.54) 2 065.54 (76.68) (3 889.07) 93 551.86 8 674.14 (102.22) (1 943.63) (47.20) (1 759.64) 59 068.75 195 701.84 34 980.34 ANNUAL REPORT 2002 - 5 9 Chiffre Kine GB 28/05/03 9:56 Page 60 PAG E 60 FURNITURE AND VEHICLES LEASING AND SIMILAR RIGHTS 9 940.40 26 241.85 154.90 (73.04) 2 327.69 (121.60) (1 339.08) 10 889.27 264.48 (16.58) 4 224.36 (1 635.36) (133.87) 28 944.88 6 007.34 4 399.88 1 250.07 (49.98) 695.47 (26.28) (788.29) 7 088.33 2 452.87 (12.82) 1 211.25 (69.60) (133.86) 7 847.72 3 800.94 21 097.16 OTHER TANGIBLE FIXED ASSETS ASSETS IN PROGRESS AND PREPAYMENTS A. Acquisition cost At the end of the preceding period Movements during the period: - acquisitions including fixed assets - own construction - sales and disposals - transfers from one heading to another - translation differences - other movements At the end of the period C. Depreciation and amounts written off At the end of the preceding period Movements during the period: - recorded - cancelled following sales and disposals - transferred from one heading to another - translation differences - other movements At the end of the period D. Net book value at the end of the period A. Acquisition cost At the end of the preceding period Movements during the period: - acquisitions including fixed assets - own construction - sales and disposals - transfers from one heading to another - translation differences - other movements At the end of the period C. Depreciation and amounts written off At the end of the preceding period Movements during the period: - recorded - cancelled following sales and disposals - transfers from one heading to another - translation differences - other movements At the end of the period D. Net book value at the end of the period 5 302.01 5 030.38 657.97 (159.97) (482.68) 4 742.94 (4 748.86) (226.21) (340.58) (38.25) 5 279.08 4 457.67 4 716.26 1 190.89 (138.98) (767.07) (8.97) 4 992.13 286.95 4 457.67 Chiffre Kine GB 28/05/03 9:56 Page 61 X. Statement of financial fixed assets (in .000 EUR) ENTERPRISES ACCOUNTED FOR USING THE EQUITY METHOD 1. Participating interests A. Acquisition cost At the end of the preceding period Movements during the period: - acquisitions - sales and disposals - transfers from one heading to another - translation differences - at the end of the period - share of result for the financial year At the end of the period OTHER ENTERPRISES 731.23 52.53 12.88 (731.23) (0.03) 65.38 2. Amounts receivable Net book value at the end of the preceding period Movements during the period: - additions - reimbursements - translation differences - other At the end of the period 324.91 48.25 (14.73) 358.43 XI. Statement of consolidated reserves (in .000 EUR) Consolidated reserves at the end of the preceding period Movements during the period: - Group share in consolidated profit - Write-down of revaluation surplus for Pentascoop building Consolidated reserves at the end of the period ANNUAL (93 461.51) (5 745.27) 99 702.50 495.72 REPORT 2002 - 6 1 Chiffre Kine GB 28/05/03 9:56 Page 62 PAG E 62 XII. Statement of consolidation differences and differences after application of the equity method (in .000 EUR) CONSOLIDATION DIFFERENCES POSITIVE NEGATIVE A. Consolidation differences in fully and proportionally consolidated companies Net book value at the end of the preceding period 15 797.67 Movements during the period: - rise in percentage of participating interest 3 215.29 - fall in percentage of participating interest - amortisation (2 497.46) - other changes Net book value at the end of the period 16 515.50 B. Differences resulting from the application of the equity method - net book value at the end of the preceding period - movements during the period Net carrying value at the end of the period 3 907.23 (676.45) (280.39) 8.46 2 958.85 – 107.75 (8.46) 99.29 – XIII. Statement of Amounts Payable (in .000 EUR) A. Breakdown of amounts originally payable after one year, by residual term DEBTS WITH A RESIDUAL TERM OF MAXIMUM ONE YEAR MORE THAN ONE MORE THAN YEAR BUT FIVE YEARS MAXIMUM FIVE YEARS Financial debts 1. subordinated loans 2. unsubordinated loans 3. leasing and other similar obligations 4. credit institutions 5. other loans Total 1 487.36 5 949.44 2 550.43 22 589.04 42.50 26 669.33 18 254.10 84 933.85 190.82 109 328.21 993.62 49 792.00 269.31 51 054.93 Chiffre Kine GB 28/05/03 9:56 Page 63 XIV. Results from the period and the preceding period (in .000 EUR) A.2 Aggregate turnover of the group in Belgium (total sales achieved by the group in Belgium) 2002 2001 106 466.60 126 347.53 B. Average number of persons employed, and personnel charges in thousands of Euro (total sales achieved by the group in Belgium) B.1. Average number of persons employed - Blue-collar workers - White-collar employees - Manager - Other Total B.2. Personnel charges - Remuneration and social charges B.3. Average number of persons - Employed in Belgium by enterprises of the Group 2002 2001 875 464 28 865 485 26 1 367 1 376 34 755.60 32 436.42 710 692 ANNUAL REPORT 2002 - 6 3 Chiffre Kine GB 28/05/03 9:56 Page 64 PAG E 64 XV. Rights and obligations not reflected in the balance sheet (in .000 EUR) 2002 A.2 Amounts of real guarantees, given or irrevocably promised by the enterprises included in the consolidation as collateral security to secure liabilities and commitments of: consolidated companies A.5 Other rights and commitments: Put option in favour of Furlan Cinema e Teatri on all the shares in Cinecity S.p.a. or at least 18% of these shares, to be exercised between June 2003 and June 2007 Put option in favour of Deficom group NV on 18.63% of the shares in Kinepoleast bv for a sum of EUR 5,535,000, to be exercised between 20.12.03 and 31.12.03 Kinepolis has an obligation to purchase a plot of land at Nancy (France). Kinepolis has a number of IRS (Interest Rate Swap) contracts outstanding in a total amount of EUR 37,184,028, on which it pays interest at a fixed rate and receives interest at a floating rate. Kinepolis has entered into a hedge contract for PLN to cover debts in Poland incurred in EUR. To do so PLN have been sold to obtain EUR worth a total of 6,555,457 EUR XVII. Financial relationships with directors of the consolidating company (parent company) (in .000 EUR) ) 2002 A. Total amount of remuneration granted in respect of their work for the consolidating company, its subsidiaries and its associated enterprises, including the amounts in respect of retirement pensions granted to former directors or managers B. Total amount of advances and loans granted by the consolidating company, by a subsidiary or by an associated enterprise. 1 130 Chiffre Kine GB 28/05/03 9:56 Page 65 Cash flow statement (in .000 EUR) OPERATING ACTIVITIES Operating profit Depreciation and amounts written off fixed assets Amortisation of positive consolidation differences Amounts written off stocks and trade debtors Provisions for liabilities and charges Extraordinary charges and income Gross self-financing margin Taxes and result of the year Changes in operating capital Net cash flow from operating activities INVESTMENTS Net investments / disposals (positive) Changes in debts as a result of investment Investment grants received Net cash flow from investments FINANCIAL INVESTMENTS Financial investments Income from financial fixed assets Interest on current assets Net cash flow from financial investments FINANCING ACTIVITIES Capital increase Financing through long-term debt Current financial liabilities Interest charged on financing Other financial charges Dividends paid to third parties Net cash flow from financing activities NET INCREASE IN CASH FLOW (excl. cancellation of shares in CinemaxX AG and own shares) 2002 2001 2000 10 723.09 30 137.71 2 473.41 809.32 1 165.97 3 046.61 48 356.11 (5 573.84) 37 474.61 80 256.88 13 374.58 27 646.40 2 669.69 289.90 75.37 2 306.69 46 362.63 (4 186.89) 5 410.32 47 586.07 9 920.00 26 660.08 3 619.17 558.98 134.38 5 307.65 46 201.25 (5 548.30) (7 539.04) 33 113.91 803.20 (7 151.92) (6 348.72) (43 771.85) (6 612.14) 774.06 (49 609.93) (98 071.74) (1 086.96) 1 850.77 (97 307.93) 684.83 350.74 1 484.11 2 519.68 293.08 88.79 853.38 1 235.28 (18 943.18) 761.70 1 454.04 (16 727.43) (13 920.89) (45 885.44) (15 226.85) (2 573.99) 51 986.44 (36 782.57) (15 774.55) (305.29) 40 573.55 62 003.65 (12 547.70) 62.87 (77 607.17) (875.98) 89 966.63 (1 179.33) (1 664.59) 9 045.19 REPORT 2002 ANNUAL - 6 5 Chiffre Kine GB 28/05/03 9:56 Page 66 PAG I N A 66 AVAILABLE FUNDS Beginning of the year Short-term investments Cash at bank and in hand Total available funds at the beginning of the year Year end Short-term investments Shares in CinemaxX AG Cash at bank and in hand Total available funds at the end of the year 2002 2001 2000 519.07 14 491.63 15 010.70 22 598.98 12 140.37 34 739.35 2 252.19 5 441.98 7 694.17 430.35 519.07 12 732.42 13 162.77 14 491.63 15 010.70 4 599.00 18 000.00 12 140.36 34 739.35 Chiffre Kine GB 28/05/03 9:56 Page 67 AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS Statutory Auditor's report on the consolidated accounts of the société anonyme/naamloze vennootschap (public limited company) Kinepolis Group presented to the to the General Meeting of Shareholders. Consolidated annual accounts for the year ended on 31 December 2002 In accordance with legal and statutory requirements, we are pleased to report to you on the audit work that was entrusted to us. We have audited the consolidated financial statements for the year ended December 31, 2002 with a balance sheet total of EUR 358.227.(000) and a share of the group in the loss for the year of EUR 5.745.(000). These consolidated financial statements have been prepared under the responsibility of the Board of Directors of the Company. In addition we have reviewed the directors’ report. Unqualified audit opinion on the consolidated financial statements Our audit was performed in accordance with the standards of the Institut des Reviseurs d'Entreprises-Instituut der Bedrijfsrevisoren. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, taking into account the Belgian legal and regulatory requirements relating to the consolidated financial statements. In accordance with these standards we have considered the administrative and accounting organisation of the group as well as the system of internal control. The group’s management have provided us with all explanations and information, which we required for our audit. We have examined on a test basis, the evidence supporting the amounts included in the consolidated financial statements. We have assessed the accounting policies used, the basis for consolidation and the significant accounting estimates made by the Company and the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements of Kinepolis Group for the year ended December 31, 2002 present fairly the financial position of the group and the consolidated results of its operations, in conformity with the prevailing legal and regulatory requirements, and the disclosures made in the notes to the consolidated financial statements are adequate. Additional certification As required by generally accepted auditing standards the following additional certification is provided. This assertion does not alter our audit opinion on the consolidated financial statements. - The consolidated directors’ report contains the information required by law and is in accordance with the consolidated financial statements. Antwerp, 30 April 2003 Klynveld Peat Marwick Goerdeler Company Auditors, Statutory Auditors represented by Ludo Ruysen Company Auditor ANNUAL REPORT 2002 - 6 7 Chiffre Kine GB 28/05/03 9:56 Page 68 PAG E 68 ORDINARY COMMENTS FINANCIAL STATEMENTS ON THE ORDINARY FINANCIAL STATEMENTS Comments on the ordinary annual accounts of the Kinepolis Group NV The Kinepolis Group’s shareholders’ equity amounted to EUR 55.49 million on 31 December 2002 compared with EUR 54.96 million at the end of 2001. This increase of EUR 0.53 million is primarily due to the profit for the financial year partly neutralised by the implemented capital reduction amounting to EUR 2,478,935.25. The company’s balance sheet total fell to EUR 213,029,523 compared with EUR 222,002,183 in 2001. On the assets side of the balance sheet, the fall is almost totally ascribable to a reduction in the other debtors item. On the liabilities side, this fall mainly relates to a reduction in debts. 1. ORDINARY BALANCE SHEET: DISCUSSION OF THE MOST IMPORTANT ASSETS 1.1. Formation expenses The change in the formation expenses is explained by the write-off of costs relating to the stock exchange fluctuations (IPO and SPO), mainly costs for drawing up the prospectus, fees for external advisers, the audiovisual presentation and the share placement commission. The relevant costs are being written off over five years. 1.2 Financial fixed assets The main changes in the financial year concern: - a capital increase in the Dutch holding company Kinepoleast - sale of the stake in Kinepolis Pioltello - sale of the stake in Pentascoop An increase of EUR 1.1 million was noted as a result. 1.3 Amounts receivable within one year Trade debtors: The increase is primarily ascribable to an increase in inter-company amounts receivable. Other amounts receivable: the fall is mainly the result of the conversion of the intercompany current account into capital. 1.4 Current investments and cash at bank and in hand No major change. Chiffre Kine GB 28/05/03 9:56 2. ORDINARY Page 69 BALANCE SHEET: DISCUSSION OF THE MOST IMPORTANT BALANCE SHEET ITEMS 2.1 Capital, share premium account and profit carried forward The fall in the capital by EUR 33 million is ascribable to a capital reduction which was used to compensate the loss carried forward and to charge off the incorporated revaluation surplus after an incorporation of the share premium as capital. 2.2 Amounts payable after one year The increase is due to a debt reorganisation where EUR 33 million in short-term debt was converted to long-term debt. 2.3 Amounts payable within one year The fall in financial debts can be ascribed to the above-mentioned debt rescheduling increased by the normal reimbursements in the financial year. The other debts also fall. 3. DISCUSSION OF THE ORDINARY ON 31 DECEMBER 2002 INCOME STATEMENT The result for the financial year increases by EUR 20.8 million from EUR – 17.8 million to EUR 3.0 million. The result for the previous financial year included an exceptional result of EUR 1.1 million and a financial reduction in value of EUR 18 million. In 2002, the exceptional result amounted to EUR 8 million and a financial reduction in value amounting to EUR 4.1 million was booked. The result without these above-mentioned one-off elements thus remained equal to EUR – 0.9. The operating result fell in comparison to the previous year to EUR 1.8 million, which is mainly ascribable to an increase in the services, other goods and wage costs item. The financial result, without taking account of the financial reduction in value increased from EUR – 3.9 million to EUR –2.5 million, principally due to the receipt of an intra-group dividend. STATUTORY AUDITOR’S REPORT on the annual accounts submitted to the General Meeting of Shareholders of the public limited company Kinepolis Group Our statutory auditor issued an unqualified certification on the ordinary annual accounts. ANNUAL REPORT 2002 - 6 9 Chiffre Kine GB 28/05/03 9:56 Page 70 PAG E 70 ORDINARY FINANCIAL STATEMENTS ORDINARY BALANCE KINEPOLIS GROUP SHEET OF ASSETS (IN .000 EUR) 2002 2001 81 366.95 556.46 81 118.40 1 419.49 102.13 89.85 265.44 221.70 36.95 6.79 334.85 252.95 75.10 6.79 Financial fixed assets A. Associated enterprises 1. Participating interests B. Other enterprises linked by participating interests 1. Participating interests, shares and deposit certificates 80 442.92 80 393.34 80 393.34 49.58 49.58 79 274.21 79 236.41 79 236.41 37.80 37.80 CURRENT ASSETS Amounts receivable within one year A. Trade debtors B. Other amounts receivable 131 662.58 85 427.30 19 063.49 66 363.81 140 883.78 93 514.88 11 101.72 82 413.16 430.35 430.35 519.07 519.07 45 396.30 46 447.20 408.63 402.64 213 029.53 222 002.18 FIXED ASSETS Formation expenses Intangible fixed assets Tangible fixed assets B. Plant, machinery and equipment C. Furniture and vehicles E. Other tangible fixed assets Short-term investments A. Own shares B. Other investments Cash at bank and in hand Deferred charges and accrued income TOTAL ASSETS Chiffre Kine GB 28/05/03 9:56 Page 71 LIABILITIES (IN .000 EUR) CAPITAL AND RESERVES Capital A. Issued capital Share premium account Reserves A. Legal reserves B. Reserves not available for distribution 1. In respect of own shares held D. Reserves available for distribution Accumulated profits/losses 2002 2001 55 486.41 47 442.92 47 442.92 54 961.16 80 505.32 80 505.32 66 639.88 5 039.30 841.27 1 349.31 1 349.31 2 848.72 4 465.97 991.48 625.77 625.77 2 848.72 3 577.52 (97 223.34) 52.00 52.00 52.00 PROVISIONS FOR LIABILITIES AND CHARGES A. Provisions for liabilities and charges 1 Pensions and similar obligations CREDITORS Amounts payable after one year A. Financial debts 1. Subordinated loans 4. Credit institutions 157 491.12 37 667.54 37 667.54 5 949.44 31 718.09 167 041.03 10 908.73 10 908.73 7 436.81 3 471.93 Amounts payable within one year A. Current portion of amounts payable after one year B. Financial debts 1. Credit institutions 2. Other loans C. Trade debts 1. Suppliers E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable Accrued charges and deferred income 117 732.62 7 041.20 101 250.29 101 250.29 155 022.05 746.51 141 877.02 4 321.58 4 321.58 1 039.98 454.23 585.75 4 079.57 2 090.96 9 147.38 9 147.38 789.38 279.29 510.09 2 461.76 1 110.25 213 029.53 222 002.18 TOTAL LIABILITIES ANNUAL REPORT 2002 - 7 1 Chiffre Kine GB 28/05/03 9:56 Page 72 PAG I N A 72 ORDINARY ORDINARY FINANCIAL STATEMENTS INCOME STATEMENT OF KINEPOLIS GROUP (IN .000 EUR) Operating income A. Turnover D. Other operating income Operating charges A. Raw materials, consumables and goods for resale 1. Purchases B. Services and other goods C. Remuneration, social security costs and pensions D. Depreciation and amounts written off formation expenses, intangible and tangible fixed assets E. Amounts written off stocks, contracts in progress and trade debtors F. Provisions for liabilities and charges G. Other operating charges Operating result Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income Financial charges A. Increase/ decrease in amounts written off current assets B. Losses on current assets C. Other financial charges Profit on ordinary activities before tax (IN .000 EUR) Extraordinary income D. Gain on disposal of fixed assets E. Other extraordinary income Extraordinary charges D. Loss on disposal of fixed assets Result for the period before taxes Income taxes A. Taxes B. Adjustment of income taxes and write-back of tax provisions Result for the period 2002 2001 23 834.12 17 398.14 6 435.98 (22 056.05) 151.20 151.20 15 546.62 5 066.87 21 510.15 15 367.12 6 143.03 (18 720.46) 1 225.92 1 235.35 (73.31) 52.00 13.44 1 778.07 6 635.65 1 598.05 5 016.54 21.06 (13 346.27) 8 279.33 4 150.22 916.72 (4 932.56) 13 322.84 4 219.97 15.62 2 789.68 5 639.99 5 613.71 26.28 (27 482.58) 8 151.21 18 064.06 1 267.31 (19 052.91) 2002 2001 8 000.08 8 000.08 1 163.69 1 161.00 2.68 (0.14) 0.14 (17 889.37) 0.60 3 067.52 (63.34) (63.34) 3 004.19 0.60 (17 888.77) Chiffre Kine GB 28/05/03 9:56 ORDINARY Page 73 APPROPRIATION OF THE RESULT (IN .000 EUR) A. PROFIT TO BE APPROPRIATED 1. Profit (loss) for the period available for appropriation 2. Profit brought forward from previous year B. TRANSFERS FROM CAPITAL AND RESERVES 1 . Allocation to capital and share premium 2. To the reserves C. APPROPRIATIONS TO CAPITAL AND RESERVES 2. Allocation to legal reserves 3. To other reserves D. RESULT TO BE CARRIED FORWARD 2. Profit/Loss to be carried forward 2002 2001 (94 219.16) 3 004.19 (97 223.34) 98 959.57 97 223.34 1 736.23 (1 162.90) 150.21 1 012.69 (97 341.50) (17 888.77) (79 452.73) 197.14 (3 577.52) 97 223.34 I. STATEMENT OF FORMATION EXPENSES Net book value at end of the preceding period Movements during the year: - New expenses during the period - Depreciation Net book value at the end of the period: of which: - expenses linked to incorporation and the capital increase, loan issue - expenses and other formation expenses 197.14 (78.98) 78.98 1 419.49 49.03 (912.06) 556.46 556.46 II. STATEMENT OF INTANGIBLE FIXED ASSETS CONCESSIONS, PATENTS, LICENCES, ETC. A. ACQUISITION COST At the end of the preceding period: Movements during the period: - acquisitions including fixed assets - own construction At the end of the period C. DEPRECIATION AND AMOUNTS WRITTEN OFF At the end of the preceding period Movements during the period: - recorded At the end of the period D. NET BOOK VALUE AT END OF FINANCIAL YEAR (A) - (C) 323.65 93.05 416.70 233.80 80.77 314.57 102.13 ANNUAL REPORT 2002 - 7 3 Chiffre Kine GB 28/05/03 9:56 Page 74 PAG E 74 III. STATEMENT OF TANGIBLE FIXED ASSETS (IN .000 EUR) PLANT, MACHINERY AND EQUIPMENT FURNITURE AND VEHICLES 854.08 356.34 158.76 1 012.84 4.92 361.27 601.13 281.24 190.01 791.14 221.70 43.08 324.32 36.95 A. ACQUISITION COST At the end of the preceding period Movements during the period - Acquisitions including fixed assets - own construction At the end of the period C. DEPRECIATION AND AMOUNTS WRITTEN OFF At the end of the preceding period Movements during the period: - Recorded At the end of the period D. NET BOOK VALUE AT THE END OF THE PERIOD (b) - (c) OTHER TANGIBLE FIXED ASSETS A. ACQUISITION COST At the end of the preceding period: At the end of the period D. NET BOOK VALUE AT THE END OF THE PERIOD (a) - (c) 6.79 6.79 6.79 IV. STATEMENT OF FINANCIAL FIXED ASSETS (IN .000 EUR) AFFILIATED ENTERPRISES COMPANIES WITH PARTICIPATING INTEREST OTHER ENTERPRISES 1. Participations and shares A. ACQUISITION COST At the end of the preceding period Movements during the period Acquisitions Sales and disposals At the end of the period 79 236.41 37.80 41 458.37 (40 301.44) 80 393.34 11.80 49.58 NET BOOK VALUE AT THE END OF THE PERIOD 80 393.34 49.58 Chiffre Kine GB 28/05/03 9:56 Page 75 A. PARTICIPATING INTERESTS AND CORPORATE RIGHTS IN OTHER ENTERPRISES Corporate rights Data obtained from last available held by NAME AND REGISTERED OFFICE l'entreprise financial statement subsidiaries (directement) Qty NV DECATRON Kampioenschapslaan 1 1020 Brussels, BELGIUM BE 424.519.114 Ordinary shares 82 467 NV REGIONALE UITGEVERSMAATSCHAPPIJ (‘RUM’) “in liquidation” Wikingerhof 7 8500 Kortrijk, BELGIUM BE 421.962.371 Ordinary shares 249 NV KINEPOLIS MEGA Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 430.277.530 Ordinary shares 20 333 NV KINEPOLIS FILM DISTRIBUTION Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 445.372.746 Ordinary shares 199 NV MAJESTIEK INTERNATIONAL Val Sainte Croix, 7 L 1371 Luxembourg. LUXEMBOURG Ordinary shares 449 NV EUROPEAN MEGA CINEMA Val Sainte Croix, 7 L 1371 Luxembourg LUXEMBOURG Ordinary shares 16 999 BVBA KINEPOLIS FILM PRODUCTIONS Wikingerhof 7 8500 Kortrijk, BELGIUM BE 459.997.061 Shares without nominal value 749 Financial Currency statement as at Capital and Net reserves result % % (+) of (-) 99.99 0.01 31/12/2001 EUR 99.60 0.40 31/12/2001 EUR 99.99 0.01 31/12/2001 EUR 99.50 0.50 31/12/2001 EUR 356 513 (155 511) 99.78 0.22 31/12/2001 EUR 2 335 917 30 643 99.99 0.01 31/12/2001 EUR 3 601 461 (179 513) 99.87 0.13 31/12/2001 EUR ANNUAL 3 839 192 (556 055) 149 548 (9 070) 19 483 830 4 547 037 (340 993) (235 106) REPORT 2002 - 7 5 Chiffre Kine GB 28/05/03 9:56 Page 76 PAG E 76 Corporate rights Data obtained from last available held by NAME AND REGISTERED OFFICE the company financial statement subsidiaries (directly) Qty NV C. C. I.& H. Sint- Truidersteenweg 26 3540 Herk-de-Stad, BELGIUM BE 455.740.543 Ordinary shares NV C. C. E. LIEGE Place Saint Paul 6 4000 Liège 1, BELGIUM BE 459.469.796 Ordinary shares NV IMMO ROC Sint- Truidersteenweg 26 3540 Herk-de-Stad, BELGIUM BE 459.466.234 Ordinary shares NV KINEPOLIS MULTI President Kennedylaan 100b 8500 Kortrijk, BELGIUM BE 434.861.589 Ordinary shares NV BRUVISION Kampioenschapslaan, 1 1020 Brussel, BELGIUM BE 418.314.676 Ordinary shares BV KINEPOLEAST Burgemeester Rijnderslaan 10 1185 Amstelveen, NL Ordinary shares NV DEVICOS “in liquidation” Kampioenschapslaan 1 1020 Brussel, BELGIUM BE 444.192.197 Ordinary shares Financial Currency statement as at % % Capital and Net reserves result (+) of (-) 248 99.20 0.80 31/12/2001 EUR 855 240 (572) 13 471 99.95 0.05 31/12/2001 EUR 998 99.80 0.20 31/12/2001 EUR 78 803 99.89 0.01 31/12/2001 EUR 22 639 134 4 420 049 2 0.05 99.95 31/12/2001 EUR (41 593) (221 562) 11 880 013 68.01 13.36 31/12/2001 EUR (229 202) (834 650) 2 999 99.97 0.03 31/12/2001 EUR 4 323 949 (477 700) 321 769 391 582 (873) (23 601) Chiffre Kine GB 28/05/03 9:56 Page 77 Corporate rights Data obtained from last available held by NAME AND REGISTERED OFFICE the company financial statement subsidiaries (directly) NV IMAGIBRAINE Boulevard de France 1420 Braine l’Alleud, BELGIUM BE 462.688.911 Ordinary shares NV IMAGISOFT Boulevard de France 1420 Braine-l’Alleud, BELGIUM BE 464.594.861 Ordinary shares NV EUROCASINO Steylsstraat 119 1020 Brussel BELGIUM Ordinary shares SA Kine Invest Calle Edgar neville Pozuelo de Alarcon 28223 Madrid, SPAIN Ordinary shares NV Kinepolis ESPANA Calle Edgar neville Pozuelo de Alarcon 28223 Madrid, SPAIN Ordinary shares BVBA Frontline Productions Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 451 171 051 Ordinary shares NV Megatix Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 462 123 341 Ordinary shares SA Decatron Consulting in liquidation Carretera de Madrid a Boadilla 28223 Madrid, SPAIN Ordinary shares Financial Currency statement as at Capital and Net reserves result Qty % % (+) of (-) 99 999 99.99 0.01 31/12/2001 EUR 963 054 (102 187) 4 0.16 99.84 31/12/2001 EUR 79 964 8 202 1 900 19.00 31/12/2001 EUR 16 120 159 931 29 747 99.16 0.84 31/12/2001 EUR 9 066 534 (451 011) 20 495 99.99 0.01 31/12/2001 EUR 9 066 534 (451 011) 1 0.13 99.87 31/12/2001 EUR (27 675) (28 302) 499 99.80 0.20 31/12/2001 EUR 242 606 (53 950) 1 800 90.00 10.00 31/12/2001 EUR 86 932 (15 654) ANNUAL REPORT 2002 - 7 7 Chiffre Kine GB 28/05/03 9:56 Page 78 PAG E 78 Corporate rights Data obtained from last available held by NAME AND REGISTERED OFFICE the company financial statement subsidiaries (directly) NV RMBe Kolonel Bourgstr. 133 1000 Brussels, BELGIUM BE 464.742.935 Ordinary shares KINEPOLIS Nacka Västra. Hamngatan 24 41117 Göteborg SWEDEN Ordinary shares S.p.a. Cinecity Corso del Popolo 30 30172 Mestre – Venice, ITALY Financial Currency statement as at Qty % 14 880 50.00 1 000 99.99 550 000 55.00 % 0.01 Capital and Net reserves result (+) of (-) 31/12/2001 EUR 31/12/2001 SEK 31/12/2001 EUR 35 736 (160 383) 100 000 3 760 557 (139 655) VII. DEFERRED CHARGES AND ACCRUED INCOME 2002 Costs to be carried forward Interest receivable Other 93.84 280.59 34.20 VIII. STATEMENT OF CAPITAL (IN .OOO EUR) CAPITAL A. SHARE CAPITAL 1. Issued capital At end of the preceding period Changes during the period: - Capital increase * - Capital decrease write down losses - Capital decrease - at the end of the period 2. Structure of the capital 2.1 Types of shares Ordinary shares without indication of nominal value 2.2 Registered or bearer shares Registered shares Bearer shares * Incorp. premiums NUMBER OF SHARES 80 505.32 66 639.88 (97 223.34) (2 478.94) 47 442.92 47 442.92 6 930 778 5 172 554 1 758 224 Chiffre Kine GB 28/05/03 9:56 Page 79 CAPITAL C. OWN SHARES HELD BY: - the company NUMBER OF SHARES 367.77 D. COMMITMENTS TO ISSUE SHARES 2. following the exercise of subscription rights - Outstanding subscription rights - Amount of capital to be issued - Maximum number of shares to be issued 53 726 55 590 1 970.60 83 916 E. AUTHORISED CAPITAL NOT ISSUED 47 442.92 G. SHAREHOLDER STRUCTURE OF THE COMPANY AT BALANCE SHEET DATE, as evidenced by the declarations received by the company SHAREHOLDER NUMBER OF SHARES % Kinohold (bis) and C. C. M.& H. 4 419 313 63.76% GIMV NV 767 797 11.08% Kinepolis Group 53 726 0.78 % Public 1 689 942 24.38% Total 6 930 778 100% IX. PROVISIONS FOR LIABILITIES AND CHARGES (IN .OOO EUR) 2002 Breakdown of point 163/5 when an important amount occurs - Pensions and similar obligations 52.00 X. STATEMENT OF AMOUNTS PAYABLE (IN .OOO EUR) A. Breakdown of amounts originally payable after more than one year, by residual term DEBTS WITH A RESIDUAL TERM OF MAXIMUM ONE YEAR 7 041.20 Financial debts 1 487.36 1. Subordinated loans 5 553.83 4. Credit institutions 7 041.20 TOTAL C. Liabilities concerning taxes, remuneration and social security MORE THAN ONE YEAR BUT MAX. FIVE YEARS 27 564.17 5 949.45 21 614.72 27 564.17 MORE THAN FIVE YEARS 10 103.37 10 103.37 10 103.37 2002 1. Taxes b) Non-lapsed tax liabilities 2. Remuneration and social security b) Other payroll and social security liabilities 454.23 585.75 ANNUAL REPORT 2002 - 7 9 Chiffre Kine GB 28/05/03 9:56 Page 80 PAG E 80 XI. ACCRUED CHARGES AND DEFERRED INCOME (IN .OOO EUR) Interest to be appropriated Income to be carried forward 2002 517.03 1 573.94 XII. OPERATING RESULTS C1. Employees entered on the personnel register a) Total number at balance sheet date b) Average workforce in full-time equivalents c) No. of hours actually worked 2002 2001 71 69.6 118 688 71 65.1 110 692 C2. Personnel costs (IN .OOO EUR) a) Remuneration and direct social benefits b) Employer's contribution for social security c) Employer's premium for extra statutory insurance d) Other personnel charges 3 571,92 1 028.31 127.59 339.06 3 076.96 897.24 C3. Provisions for pensions Increase, cost, written back 52.00 D. Depreciation and amounts written down 2. Trade debtors Written back E. Other liabilities and charges Increase F. Other operating charges Taxes and duties on the conduct of the business Other G. Temporary staff and persons placed at the company's disposal 2. Average number calculated in full time equivalents No. of hours actually worked Frais pour l'entreprise XIII. FINANCIAL RESULTS A. Other financial income Positive exchange differences Other financial income 245.77 (73.31) 52.00 5.33 8.11 10.21 5.41 1.6 3 152 181.86 1.2 932 52.69 2002 2001 6.38 14.68 13.86 12.42 4 150.22 18 064.06 D. Depreciation and amounts written down on intangible assets Recorded Chiffre Kine GB 28/05/03 9:56 Page 81 E. Other financial charges Bank charges Other financial charges Negative exchange differences Depreciation after sales of intangible assets 2002 2001 163.65 36.55 716.53 520.49 58.63 647.93 40.27 XIV. EXTRAORDINARY RESULTS (IN .OOO EUR) A. Breakdown of other extraordinary charges if material - Gain on disposal of fixed assets 8 000.08 XV. INCOME TAXES (IN .OOO EUR) A. Breakdown 1. Taxes on the results of the financial year a. taxes and withholding tax due or paid 63.33 63.33 B. Main sources of differences between profit before taxes and the estimated taxable profit - Capital gains on shares - Rejected expenditure 1 202.54 8 000.08 XVI. OTHER TAXES AND TAXES SUPPORTED BY THIRD PARTIES (IN .OOO EUR) A. Value added taxes charged: 1. To the company (deductible) 2. By the company B. Amounts retained on behalf of third parties for: 1. Payroll withholding taxes 2002 2001 2 905.99 3 998.31 3 093.66 4 320.86 1 278.57 1 117.78 2002 2001 XVII. OFF- BALANCE- SHEET RIGHTS AND COMMITMENTS (IN .OOO EUR) Real guarantees given or irrevocably promised by the company on its own assets as security for debts and commitments Pledge of other assets: Book value of assets pledged 944 821,38 XIX. FINANCIAL RELATIONSHIPS (IN .OOO EUR) 2002 C. Other companies included in the consolidation or affiliated enterprises controlled by managers mentionned in point B 4. Direct and indirect remuneration and pensions included in the income statement to the directors, as long as this disclosure does not concern exclusively or mainly the situation of a single identifiable person: - to directors and general managers 474 ANNUAL REPORT 2002 - 8 1 Chiffre Kine GB 28/05/03 9:56 Page 82 PAG E 82 XVIII. RELATIONSHIPS WITH ASSOCIATED UNDERTAKINGS AND UNDERTAKINGS IN WHICH THE COMPANY HAS A PARTICIPATING INTEREST. (IN .OOO EUR) ASSOCIATED ENTERPRISES 1. FINANCIAL FIXED ASSETS - Participating interests - Subordinated assets 2. AMOUNTS RECEIVABLE - For a term not exceeding 1 year 4. AMOUNTS PAYABLE - For a term not exceeding 1 year 2002 80 393.34 80 393.34 2001 79 236.41 79 236.41 81 524.11 81 524.11 4 818.83 4 818.83 89 630.43 89 630.43 8 928.38 8 928.38 ENTERPRISES IN WHICH THE COMPANY HAS A PARTICIPATING INTEREST 2002 2001 49.58 37.80 49.58 37.80 ASSOCIATED ENTERPRISES 2002 2001 7. FINANCIAL RESULTS - Income from financial fixed assets - Income from current assets - Other financial income - Other financial income - Other financial debts 8. FIXED ASSETS - Gain on disposal - Depreciation 1 598.05 5 016.54 21.06 8 279.33 916.72 8 000.08 5 613.71 26.28 8 151.21 1 267.31 1 161.00 0.14 DECLARATION CONCERNING THE CONSOLIDATED FINANCIAL STATEMENT The company prepares a consolidated financial statement and a consolidated annual report in accordance with the Royal Decree of 6 March 1990. Chiffre Kine GB 28/05/03 9:56 Page 83 SOCIAL BALANCE SHEET I. STATEMENT OF PERSONS EMPLOYED A. Employees entered on the register of personnel 1. During the year and in the previous year 1.FULL-TIME 2. PART-TIME PARTIEL 2002 2002 65.2 111 345 4 753.40 Average number of employees No. of hours actually worked Personnel costs (in .000 EUR) Benefits in addition to wages 3. TOTAL (T) OR TOTAL IN FULL-TIME EQUIVALENTS (FTE) 2002 4. TOTAL (T) OR TOTAL IN FULL-TIME EQUIVALENTS (FTE) 2001 6.3 7 343 313.48 69.6 118 688 5 066.87 69.95 65.1 110 692 4 219.97 66 .10 1. FULL- TIME 2. PART- TIME 3. TOTAL 65 6 69.2 64 1 6 68.2 1.0 2. On balance sheet date a. No. of employees entered on the register of personnel b. By nature of contract of employment Permanent contract Fixed-term contract c. By sex Men Women d. By occupational category White-collar Other 29 36 6 29.0 40.2 65 6 69.2 B. Temporary employees and employees on permanent contract During the year Average number of employees No. of hours actually worked Personnel costs (EUR thousands) TEMPORARY EMPLOYEES EMPLOYEES ON PERMANENT CONTRACT 1.0 2 015 52.50 0.6 1 137 129.35 ANNUAL REPORT 2002 - 8 3 Chiffre Kine GB 28/05/03 9:56 Page 84 PAG E 84 II. SCHEDULE OF PERSONNEL MOVEMENTS DURING THE YEAR 1. FULL-TIME 2. PART-TIME 3. TOTAL IN FULL-TIME EQUIVALENTS 28 1 28.8 20 8 1 20.8 8.0 A. ENTERING SERVICE a. No. of employees added to the register of personnel during the year b. By nature of contract of employment Contract for an indefinite period Fixed-term contract c. By sex and educational level Men: Non-university higher education University education Women: Non-university higher education University education 8 5 8.0 5.0 9 6 1 9.8 6.0 1. FULL- TIME 2. PART-TIME 3. TOTAL IN FULL-TIME EQUIVALENTS 26 4 28.3 17 9 4 19.3 9.0 9 5 1 9.5 5.0 9 3 3 10.8 3.0 6 20 2 2 7.4 20.9 B. LEFT SERVICE a. No. of employees with a date entered in the register of personnel on which their contract was terminated during the year b. By type of contract of employment Contract for an indefinite period Fixed-term contract c. By sex and educational level Men: Higher non-university education University education Women: Higher non-university education University education d. According to the reason for terminating the contract Dismissal Other reason Chiffre Kine GB 28/05/03 9:56 Page 85 III. STATEMENT ON THE USE OF MEASURES ON BEHALF OF EMPLOYMENT DURING THE FINANCIAL YEAR Measures on behalf of employment Measures 1.1 Advantage job plan (to encourage the hire of jobseekers belonging to risk groups) 1.6 Structural reduction in social security contributions 1.8 Service jobs Number of employees affected by one or more measures on behalf of employment Total for financial year Total for previous financial year NUMBER OF EMPLOYEES CONCERNED 1.NUMBER 2.IN FULL-TIME 3.FINANCIAL EQUIVALENTS ADVANTAGE (IN .000 EUR) 1 0.8 0.49 82 1 80.6 0.8 81.55 10.34 84 2 82.2 2.0 ANNUAL REPORT 2002 - 8 5 Chiffre Kine GB 28/05/03 9:56 Page 86 PAG E 86 VALUATION RULES 1. Principle The valuation rules are determined in accordance with the provisions of Chapter II of the Royal Decree of 8 October 1976 concerning company financial statements. 2. Special Rules Formation expenses Formation expenses and the cost of capital increases are valued at cost and depreciated on a straight-line basis over a period of five years. Loan expenses, if any, can be capitalized and written off annually in relation to the period of the loan. Intangible fixed assets Intangible fixed assets are shown on the balance sheet at cost. Annual depreciation is applied by the straight-line method at 20% per year. Tangible fixed assets Acquisitions of tangible fixed assets are valued at cost plus additional expenses such as non- deductible VAT. Depreciation is applied on the basis of the anticipated useful life of the assets concerned. Depreciation recorded during the year ASSETS Industrial, administrative or commercial buildings 2. Plant, machinery and equipment METHOD BASIS L (STRAIGHT NR (NON LINE REVALUED) DEPRECIATION PERCENTAGE CAPITAL ADDITIONAL SUM MIN- MAX COSTS 1. L NG 5% - 20% 5% - 20% (on lease) 3. Vehicles 4. Office equipment and furniture L L L L L L L NG NG NG NG NG NG NG 10% - 10 % 20% - 20 % 25% - 25 % 50% - 50 % 33% - 33 % 20% - 20% 20% - 33% 20% - 20% Accelerated or reducing-balance depreciation is applied with due regard to the tax provisions. Expenditure on conversions, important renewals and improvements is capitalized. Expenditure on repairs, maintenance and replacements that do not significantly extend the economic useful life of the assets concerned is entered as expenses. Chiffre Kine GB 28/05/03 9:56 Page 87 Financial fixed assets Participating interests and shares are valued at cost. Additional expenses relating to their acquisition are not capitalized but transferred to the ‘Other financial expenses’ item for the year in which they are incurred. Adjustments are made if the estimated value of participating interests, shares is lower than their book value and if the reduced value thus ascertained appears permanent. The estimated value of each participating interest or share is fixed at the end of each financial year according to one or more criteria. In general the value of the last published balance sheet is taken into account, unless more significant data is available. Stocks Goods for resale are valued at cost calculated by the FIFO method or at market value on the balance sheet date if lower. Amounts receivable within one year Debtors are shown on the balance sheet at nominal value. Fixed-income securities are valued at cost. Adjustments are made if there is uncertainty regarding all or part of the receivable as to payment of the claim on the due date or if the market value on the balance sheet date is lower than the nominal or book value. Short-term investments and cash at bank an in hand Fixed-income securities and shares are valued at the lower of purchase price or market value. Deferrals and accruals Deferrals and accruals are recorded and valued at cost and shown on the balance sheet in the section relating to the next financial year (costs) or are allocated to the present year (income). Provisions for liabilities and charges Provisions for liabilities and charges are made to meet the requirements of caution, integrity and good faith. The amount of the provisions is decided by the company’s governing body on the basis of a cautious estimate Foreign currency Credits, debts and obligations in foreign currency are converted at a fixed exchange rate, which is adjusted monthly. Exchange rate income or charges therefore occur when these are settled. In addition, credits and liabilities in currency on the balance sheet are converted at the closing rate on the balance sheet date. The results of this conversion are recorded: - if the result is a profit: under "accruals and deferred income" in liabilities - if the result is a loss: under "other financial expenses" in the income statement. ANNUAL REPORT 2002 - 8 7 Chiffre Kine GB PAG E 88 28/05/03 9:56 Page 88