annual accounts of kinepolis group
Transcription
annual accounts of kinepolis group
KINEPOLIS EXPERIENCE CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. Letter to the shareholders Management Significant events Company profile 2003 Results Kinepolis Group Board of Directors’ Report Information for shareholders Activities by business unit P2 P4 P6 P7 P8 P10 P14 P15 a. Kinepolis Cinema i. Operations ii. Marketing & Sales iii. Food & Beverage iv. Booking & Programming v. IT vi. Projection & Sound vii. BI2OS Business Intelligence & International Operations support viii. Kinepolis Film Distribution b. Kinepolis Real Estate i. International Concessions ii. Project Development 9. Corporate Governance P36 10. Annual accounts of Kinepolis Group nv P42 11. Discussion of the ordinary accounts P68 12. Transition to IAS / IFRS P85 KINEPOLIS IN BRIEF Looks good: the widest choice of films, perfect 35 mm and digital film quality, wall-to-wall screens, an overwhelming visual experience. Sounds good: digital sound to THX norms, dolby surround, an unforgettable experience for your ears. Feels good: convenient cupholders for your drinks, luxury and comfort, double armrests, 1.25m legroom Much more than cinema 1 LETTER TO THE SHAREHOLDERS Dear Shareholders, In 2003 both the European and American cinema sectors were confronted with significant falls in visitor numbers compared with the previous years. Neither was Kinepolis Group spared the adverse effects of hot weather, a modest number of new releases and an imbalance in the spread of box office hits over the year. Despite this Kinepolis Group ended 2003 with a net profit of € 2.7 million and a net financial debt of € 151 million. With this € 8.4 million increase from the 2002 net loss, and with debt down by 23.8% on 2002, Kinepolis Group’s earnings have taken a positive turn, with group performance exceeding expectations. VISITORS FIGURES Kinepolis had visitors totalling 24.2 million in 2003. In absolute terms, this represents a fall of 11.4% compared with 2002 (27.3 million) and, on a like-for-like basis, a drop of 6.5%. This decrease was largely attributable to the exceptionally hot weather between April and mid-September. Some lost ground was made up in the fourth quarter, when a number of popular films came onto the circuit. In the Belgian Kinepolis complexes, overall ticket sales were 10% down on the previous year. In France, the fall in sales was limited to 5%, partly due to the 17% increase in visitors number at Kinepolis Nîmes. In Spain, KinepolisMadrid remained the group leader, with total visitors figures of 3.1 million. The visitors number at Kinepolis Valencia increased by 8.6% compared with 2002. The complexes in Poland (Kinepolis Poznan) and Switzerland (Kinepolis Schaffhausen) saw visitors figures up by 4.3% and 4.6% respectively. THE KINEPOLIS GROUP AND DIGITAL CINEMA The Kinepolis Group, already known as the European trendsetter in the use of digital projection techniques, currently has a platform of 10 digital projectors in Belgium, including 6 high-resolution projectors (DP100) – a unique package in Europe. With the digital cinema network now technically operational to high quality standards, alternative content can also be offered in addition to conventional films. In close cooperation with Barco (DLP projectors), EVS (server technology) and Studio L’Equipe, Kinepolis Group is offering new facilities and is diversifying its programme services: • The films ‘Plop en de Toverstaf’, ‘Finding Nemo’ and ‘Brother Bear’ have already demonstrated the quality and added value of digital images. • Since 2 February 2004 Kinepolis visitors have been able to watch the VTM News live daily at 7 p.m. in the digital Kinepolis theaters in Brussels and Flanders. 2 • Digital previews of the VTM crime series ‘ASPE’ have been held in the same 6 theaters every Tuesday since 10 February 2004. The first 10 ASPE shows drew over 27,000 visitors, i.e. a theatre occupation rate of no less than 61%, equivalent to a successful Saturday night film. More and more alternative programmes, which could never have been shown in a cinema without digital technology, will gradually be screened in addition to traditional films. Live or recorded retransmissions of prestigious events or concerts, television series (fiction) and programmes with a special human interest will soon be finding their way onto the big screen. Unequalled visual comfort, perfect sound and the special dimension of the giant screen will create a new experience for cinema visitors. ORGANISATION In early 2004 special attention was paid to the structural organisation of the company. Kinepolis Group was split into two functional divisions: Kinepolis Cinema and Kinepolis Real Estate. With the cinema activity of Kinepolis Cinema now separated out from the real estate activity of Kinepolis Real Estate the organisation will undoubtedly gain in efficiency. OUTLOOK In the coming years Kinepolis Group will be focusing in increasing its profit through three strategic pillars: • Increasing operating efficiency in existing cinema complexes; • Generating profit in every one of the group’s cinema entities; • The phased expansion programme: Kinepolis Granada in June 2004, Kinepolis Nancy in 2005, followed by Kinepolis Ostend and Kinepolis Bruges. Kinepolis Group expects 2004 audience figures to be virtually unchanged from 2003. The group is aiming at a 'double-digit' increase in net profit, and at bringing the net debt level below 3.5 x EBITDA. The Board of Directors thanks all Kinepolis Group’s shareholders, customers, management and employees for the confidence and devotion that they continue to show in the company and its activities. Florent Gijbels CEO Joost Bert CEO Baron Hugo Vandamme Chairman of the Board of Directors 3 MANAGEMENT Mr Joost Bert, CEO Kinepolis Cinema Mr Florent Gijbels, Spokesman, CEO Kinepolis Real Estate On 4 February 2004 the Board of Directors decided to split the Kinepolis Group functionally into two divisions: Kinepolis Cinema and Kinepolis Real Estate, in order to make a clear distinction between Kinepolis's cinema and real estate activities. Mr Joost Bert is CEO of Kinepolis Cinema and Mr Florent Gijbels is CEO of Kinepolis Real Estate. The CEO’s are each supported by a Management Committee made up of the managers of the respective Business Units. Mr Gilbert Deley, Managing Director Kinepolis Cinema 4 Mr Jan Staelens, CFO Kinepolis Group, Deputy Managing Director Kinepolis Cinema Management Committee - Kinepolis Cinema 4 Gilbert Deley Managing Director Kinepolis Cinema 6 Jan Staelens CFO Kinepolis Group, Deputy Managing Director Kinepolis Cinema 7 Jan Huyghe Sales, Operations & Marketing Director 5 Maud Van De Velde Booking & Programming Director 2 Bob Claeys F&B Director - Projection & Sound Director 3 Bart Claeys Business Intelligence & Operations Support Director 1 Nick Vanderplancke Human Resources Director 8 Alain De Roovere IT Director Management Committee - Kinepolis Real Estate 10 Luc Van Baelen Managing Director Kinepolis Real Estate 9 Erwin Himpens Director Development Kinepolis Real Estate Willem De Vidts Director Kinepolis Real Estate Spain (not on the photo) Annual report 2003 5 SIGNIFICANT • 2003 : Installing of the first digital projectors • February 2003: Signing of a purchase option on a site at Bruges (Belgium) • May 2003: Sale of Cinecity Treviso (Italy) • June 2003: Sale of RMBe (Belgium) • July 2003: - Shareholding in Kinepolis Nîmes (France) raised to 80%. - Building works begin at Kinepolis Granada (Spain) 6 EVENTS • December 2003: Purchase of the remaining shares (Deficom) in the holding company of Kinepolis Poznan • February 2004: - Sale of the Max Linder complex in Paris (France) - Purchase of the land for the Kinepolis Nancy project (France) and start of building works. COMPANY KINEPOLIS GROUP Complex CINEMAS AT PROFILE 31.12.03 City Year opened Number of screens Number of seats Belgium Kinepolis Opéra Palace(1) Kinepolis + IMAX Metropolis Kinepolis Kinepolis Kinepolis Kinepolis Kinepolis Imagibraine Ghent Liège Liège Brussels Antwerpen Hasselt Kortrijk Leuven Liège Braine L'Alleud 1981 1981 1983 1988 1993 1996 1997 1997 1997 2000 Total 12 6 6 25 24 14 10 7 16 10 3 1 1 7 8 3 2 1 4 2 658 192 305 547 368 421 712 730 595 450 130 36 978 14 23 1 10 14 12 4 4 014 7 286 616 2 930 4 612 2 500 865 78 22 823 8 1 540 8 1 540 25 24 9 195 8 194 49 17 389 20 7 338 20 7 338 285 86 068 France Kinepolis St. Julièn-lès-Metz Kinepolis Le Château du Cinéma Max Linder(2) Kinepolis Kinepolis Forum Kinepolis Forum Centre Metz Lomme Paris Thionville Mulhouse Nîmes Nîmes 1995 1996 1998 1999 1999 2000 2000 Total Switzerland Kinepolis Schaffhausen 2000 Total Spain Kinepolis Kinepolis Paterna Madrid Valencia 1998 2001 Total Poland Kinepolis Poznan 2001 Total Total (1) Activities halted for renovation. Scheduled reopening in June 2004. (2) Sold on 13.02.2004 Annual report 2003 7 2003 RESULTS KINEPOLIS GROUP EBITDA (in € millions) 50 Kinepolis Group visitors (in millions) 30 45,3 44,1 42,7 40 25 20 30 15 20 10 10 0 5 01 02 03 Split turnover by activity 0 99 00 01 02 03 Split visitors existing and “non-mature” complexes KFD/KFP 1,7% Media Sales* 12,9% 2,4% Rental concessions 63,9% Box Office Non-Mature 13,7% complexes* 86,3% Food & Beverage 19,1% * Screen advertising and events 8 * 2003: Valencia and Poznan Existing complexes CONSOLIDATED (In '000 EUR) Visitors (in '000) Total operating income Total operating income Decatron Total operating income excl. Decatron Total turnover Total turnover cinema activities (1) Total turnover other activities (1) EBITDA Margin EBITDA / total operating income EBITDA excl. Decatron Margin EBITDA / Total operating income excl. Decatron Depreciation, amounts written off and provisions (2) EBIT EBIT Margin/ Total operating income EBIT excl. Decatron Margin EBIT / Total operating income excl. Decatron Operating result Financial result (3) Result on ordinary activities Extraordinary result (4) Result before taxes Taxes and deferred taxes Share in the result of capital movements Net consolidated result Net consolidated result share of the Group Share of third parties (5) Current result of the group before taxes Current result of the group Net current result Current goodwill depreciation Net result of the Group per share Net current result per share Net current result per share Number of shares Intangible fixed assets and Formation expenses Goodwill Tangible fixed assets Financial fixed assets 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 Equity Minority interests Provisions for liabilities and charges Long term debts Short term financial debts Trade debts Other debts Deffered charges and accrued income TOTAL LIABILITIES KEY FIGURES Growth -11.4% -7.2% -6.5% -7.6% -7.8% 3.4% -5.7% -4.3% -18.2% 34.7% 35.0% 161.3% -27.5% 303.1% 24.8% 126.9% 147.3% 175.9% 142.2% 142.2% 2003 31/12/03 24 219 198 072 1 673 196 399 191 445 186 869 4 577 42 729 21.57% 42 350 21.56% 28 288 14 440 7.29% 14 474 7.37% 14 440 -10 817 3 624 2 205 5 829 -3 736 0 2 093 2 719 -626 7 359 3 608 2 985 2 838 0.52 0.39 0.43 6 930 778 2 703 19 680 240 391 575 21 041 2 078 13 624 13 533 14 250 1 335 329 210 61 395 528 10 092 139 247 33 492 36 842 29 625 17 988 329 210 31/12/02 27 334 213 474 3 436 210 038 207 176 202 750 4 426 45 310 21.23% 44 257 21.07% 34 586 10 723 5.02% 10 311 4.91% 10 723 -16 635 -5 911 3 041 -2 870 -4 969 70 -7 770 -5 745 -2 025 162 -4 756 -7 066 2 473 -0.85 -0.83 -1.02 6 930 778 3 307 16 515 260 325 424 24 205 1 717 13 562 18 455 13 163 6 554 358 227 62 172 2 361 10 272 160 383 56 915 37 059 14 522 14 542 358 227 (1) Income from other activities mainly includes film distribution (KFD), film production and turnover from projects. Income from partnerships, reported last year under income from holdings, and other earnings from holdings are now shown under cinema activities. (2) € 2.5 million of the € 5.0 million decrease in 2003 is the result of deconsolidations. A provision for a contractor’s claim in Poland was written back in an amount of € 0.9 million (amount charged in 2002), whilst other provisions rose by € 0.2 million. (3) The financial result includes € 1.6 million (2002: € 3.0 million) of translation losses and hedging costs. (4) The 2003 extraordinary results consist mainly of realised capital gains on sales of the shareholdings in Cinecity Treviso and RMBe. (5) Minority interests in 2002 consist of € -0.19 million Treviso (Italy) and € -1.83 million Poznan (Poland). Minority interests in 2003 consist of € -0.04 million Treviso (Italy), € -0.59 million Poznan (Poland) and € 0.01 million Nîmes (France). Annual report 2003 9 BOARD OF DIRECTORS’ REPORT EUR million Audience figures (million) Total turnover Total turnover in cinema operations (*) EBITDA 1 Operating profit, EBIT Financial result Profit/loss on ordinary activities Extraordinary result Pre-tax profit/loss Taxes and deferred tax liability Consolidated net profit/loss Consolidated net profit/loss (Group share) Net result on ordinary activities Net result on ordinary activities (Group share) Net financial debts 2 31/12/2003 24,2 191.4 186.9 42.7 14.4 -10.8 3.6 2.2 5.8 -3.7 2.1 2.7 3.0 3.6 151.0 31/12/2002 27,3 207.2 202.8 45.3 10.7 -16.6 -5.9 3.0 -2.9 -5.0 -7.8 -5.7 -7.1 -4.8 198.1 Evolution -11,4% -7.6% -7.8% -5.7% 34.7% 35.0% -27.5% 24.8% 2003 23.8 188.2 183.6 42.3 14.4 -10.8 3.6 3.2 6.7 -3.7 3.0 Comparable basis (*) 2002 VAR 25.5 -6.5% 192.6 -2.3% 188.1 -2.4% 42.7 -1.0% 10.9 32.2% -15.7 30.9% -4.8 3.1 2.7% -1.7 -4.8 23.4% -6.5 -23.8% (*) On a comparable basis: Disregarding the contributions of units sold in 2002 and 2003: Pentascoop (Belgium, Dec 02), Pioltello (Italy, Dec 02), Treviso (Italy, May 03), RMBe (Belgium; June 03), the liquidated companies, as well as the complexes of Ede and Vlissingen. The effect of the participation increase in Forvm Kinepolis Nîmes was not withheld in the comparable base. (1) EBITDA: Earnings before interest, tax, depreciation and amortisation (2) Net financial debt position: financial debts less the GIMV (2003: € 7.4 million) subordinated loan, cash at banks and in hand and short-term investments Discussion of key figures Turnover and operating income At € 198.1 million total operating income was down 7.2% on 2002 in absolute terms, and by just 1.8% on a like-for-like basis. margins at 2002 levels (EBITDA / operating income: 22%) with the help of an intensive cost-cutting programme. A successful year enabled film distributor KFD to contribute € 0.7 million to EBITDA (2002: € -0.5 million). Operating profit (EBIT) - Turnover from cinema activities fell less sharply (7.8%) than audience numbers (11.4%), due mainly to the raising of ticket, drinks and snacks prices in mid-2003, and to marketing drives such as the ‘Summerticket’, the ‘Airco campaign’ and the new Cinemania programme (‘view the other film better’). - KFD (Kinepolis Film Distribution), Belgium’s third largest film distributor, ratcheted up film distribution turnover by 127% to € 3.3 million, thanks in part to the success of ‘De Zaak Alzheimer’ (The Alzheimer Case), which attracted audiences of 590,000 in 2003. Kinepolis Group’s film production business was virtually non-existent. EBITDA EBITDA decreased by 5.7% to € 42.7 million (2002: € 45.3 million), a dip of just 1.0% on a like-for-like basis. Despite lower income and the need to cover fixed costs, Kinepolis Group maintained operating 10 Operating profit increased by 34.7% to € 14.4 million. - Depreciation decreased in 2003 by € 5 million to € 27 million. € 2.5 million of this reduction relates to the sale of cinema complexes. - Write-downs amounted, as in 2002, to € 0.8 million. - The € 0.9 million provision for a contractor's claim in Poland was written back in full. Financial result With reduced debt levels, lower interest rates and hedging of the group’s Polish zloty and Swiss franc exposure, financial results improved by 35%. - Interest and other debt charges fell by € 5.1 million to € 10.1 million. € 1.0 million of this reduction was due to companies no longer being consolidated. - In March 2003 contracts were taken out to hedge the Group’s Polish zloty and Swiss franc exposures. Realised foreign currency translation losses and hedging costs together amounted to just € 1.6 million (2002: € 3.0 million). - The current open foreign exchange positions are almost fully covered at fixed exchange rates and at local floating interest rates. A latent capital gain of € 0.9 million existed on own shares held at the end of the year. Profit/loss on ordinary activities The profit on ordinary activities rose by € 9.5 million to € 3.6 million (2002: € -5.9 million). Extraordinary result The extraordinary profit of € 2.2 million relates mainly to capital gains on the sale of participating interests in Cinecity Treviso (55%, Italy) and RMBe (50%, Belgium). Taxes and deferred tax liabilities Taxes and deferred tax liabilities fell by € 1.2 million to € 3.7 million. A change in the valuation rules allowed latent tax liabilities to be offset in 2003 against calculated latent tax assets, but only up to the amount of the latent tax liabilities. The change had a positive impact of € 0.4 million. Debt reduction The net financial debt position (financial debts less the GIMV subordinated loan, cash at bank and in hand and short-term investments) fell by 23.8% from € 198.1 million at the end of 2002 to € 151.0 million at the end of 2003. The deconsolidations had the effect of reducing debt by € 3.1 million. As at 31 December 2003, debts included € 3.1 million under a new loan facility for the building project at Kinepolis Granada, and a € 3.7 million increase in debts at Kinepolis Nîmes, attributable to the increase in the stake in Kinepolis Nîmes to 80%, which led the Kinepolis Group to change the method of consolidation [fully consolidated in 2003; proportional consolidation (50%) in 2002]. The debt position of € 151 million is lower than the figure of € 170 million forecast in September 2003. This is because: - in December 2003 an amount of € 3.4 million was received in Spanish VAT, € 1.0 million of which will be transferred to the Spanish government in 2004. - advance payments of € 2.5 million were received in France in December 2003 for screen advertising, - the remaining € 5.5 million for the participating interest in Poland was not disbursed until January 2004. Consolidated net profit Kinepolis exceeded the break-even result that it projected in September. Consolidated net profit increased by € 9.9 million to € 2.1 million (2002: € -7.8 million). Consolidated net profit (group share) rose by € 8.5 million to € 2.7 million (2002: € -5.7 million). Net result on ordinary activities (group share) rose by € 8.4 million to € 3.6 million (2002: € -4.8 million). Appropriation of the result In its proposals to the General Meeting concerning the appropriation of the result and the payment of a dividend, the Board of Directors took into account various factors, including the company's financial situation, the operating results, current and expected future resources, and expansion plans. Annual report 2003 1 KINEPOLIS EXPERIENCE RAPPORT du conseil D’ADMINISTRATION It is proposed that a dividend of € 0.13 per share will be paid in respect of 2003. Profit to be appropriated for the year 49 402.93 Profit brought forward from previous year 3 577.52 Withdrawal from equity to the reserves 178.35 Addition to equity to legal reserves 2 470.15 to the other reserve 720.70 Profit to be carried forward 49 084.41 Dividends 883.54 If the General Meeting approves this proposal, from 1 June 2004 a gross amount of € 0.13 will be payable against presentation of coupon no 4 to Fortis Bank, ING Bank and KBC Bank. Outlook Kinepolis Group expects 2004 audience figures to be virtually unchanged from 2003. The Group is aiming for a further increase in profit, and specifically "double-digit” growth in net profit. It has set itself the goal for 2004 of reducing net debt to below 3.5 x EBITDA. As from 2005, the phased expansion programme (Kinepolis Granada in mid-2004, Kinepolis Nancy in 2005, followed by the Bruges and Ostend projects) will generate an increase in overall audience numbers. The Granada cinema complex with 15 screens and 4,670 seats will be opening its doors in mid-2004. Significant events after the balance sheet date As at 19 March 2004 GIMV sold its entire shareholding in Kinepolis Group. The mentioned stipulations of the shareholders agreement therefore no longer apply. In February 2004 Kinepolis Nancy purchased a 13,425 m2 site in Nancy for a new 2,772-seat cinema complex. At the beginning of 2004 Kinepolis sold its Max Linder cinema in Paris. 12 Buy-in of own shares The Extraordinary General Meeting of 16 May 2003 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 Companies’ Code at a price that may not be lower than the fractional value per share and not higher than 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 “Banque Dewaay nv” (which was ended on 31 January 2003)and subject to the conditions of the resolution of the Extraordinary General Meeting of 16 May 2003, a total of 21 768 shares were purchased last year and 8 843 shares were sold. Under the terms of the “Market Maintenance Agreement” with stock market company “Delta Lloyd nv”and subject to the conditions of the resolution of the Extraordinary General Meeting of 16 May 2003, a total of 13 170 shares were purchased last year and 7 170 shares were sold. The Board of Directors also proceeded, subject to the conditions set by the aforementioned Extraordinary General Meeting, to purchase 61,638 shares. At 31.12.2003 Kinepolis Group nv held 134,289 of its own shares, representing 1.94% of the total number of shares, with a capital value of EUR 919 242. Amendments to the Articles of Association The company's articles of association were amended by the Extraordinary General Meeting of 16 May 2003 to reflect the latest changes in legislation on commercial companies and the law of 2 August 2002. In particular article 14 was adjusted to include the criteria that a director must meet in order to qualify as an independent director. Issuing of warrants On 28 May 2003 the Board of Directors of Kinepolis Group nv proceeded, within the authorised capital, to issue 294,250 registered warrants to employees and senior managers of Kinepolis Group nv and its various subsidiaries. So far, 248,250 of these warrants have been effectively allotted. These warrants may be exercised during set exercise periods at a price of € 12.0714/share, and for the first time during the second week of April 2007. Each warrant entitles its holder to one new share in Kinepolis Group nv. Shares issued in this way will be listed on Euronext Brussels. This gives the following voting securities: Existing shares: • Shares representing capital: • Shares not representing capital: 6 930 778 0 Potential shares deriving from rights and obligations to convert into or subscribe to issued securities: • Warrants allotted*: cles 523 and 524 of the Belgian Companies’ Code. The procedure prescribed by artikel 523 was followed because Mrs Marie-Rose Claeys-Vereecke, Mrs MarieSuzanne Bert-Vereecke and Messrs Florent Gijbels, Joost Bert and Peter Bert declared that, as beneficiaries of the warrants or as members of the beneficiaries’ immediate families, they had interests in terms of their personal assets that could potentially conflict with with decision to be taken by the Board of Directors. The procedure prescribed in article 524 was followed because warrants were also to be allocated to Mr Joost Bert, who should possibly be regarded as a shareholder having a decisive or significant influence on Kinepolis Group nv. The Board of Directors, meeting on 14 May 2003, decided therefore to entrust three directors not having an interest in the proposed issue of warrants with drawing up a report describing the financial effects of the decision for Kinepolis Group nv, giving a reasoned assessment of the same and indicating the interest of the transaction for the company and for the shareholders as a whole, as well as the absence of any direct or indirect granting to a shareholder of any advantage in the form of preferential remuneration. The Board was assisted in this assignment by an expert chosen for reasons of his independence towards the decision. After noting and analysing the report of the independent directors and the expert, the Board of Directors determined that the planned transaction was in the interest of the company and the shareholders as a whole. It therefore decided to proceed to issue 294,250 warrants, each entitling its holder to one share. 248 250 Other mandates given to the auditor TOTAL: 7 179 028 Conflict of interests procedure The auditor of Kinepolis Group nv is BCV Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren, represented by Mr Ludo Ruysen. In the context of the issue by the Board of Directors of Kinepolis Group nv of 294,250 registered warrants to employees and senior managers of Kinepolis Group nv and its various subsidiaries, the Board of Directors resolved to follow the procedures prescribed by arti- During 2003 a total of € 217,611 was paid to the Statutory Auditor, KPMG Bedrijfsrevisoren and its affiliates, in fees for additional work. * Pro Memorie: 294 250 issued warrants Annual report 2003 13 INFORMATION FOR SHAREHOLDERS Share price evolution + volume 50000 20 Volume Vol. Securities Financial calendar Share price Closing price 40000 15 30000 • Friday, 21 May 2004: Kinepolis Group nv Annual General Meeting 20000 10 10000 0 1998 2003 5 SHARE PRICE IN 2003 High 17.55 Low 6.94 Closing price at end of December 15.45 Average number of shares traded per day 3 464 Total number of shares traded during the year 956 146 Capitalisation 107 080 520 EUR KEY FIGURES PER SHARES (CONSOLIDATED) Number of shares 31/12 6 930 778 Net result of the Group per share 0.43 Dividend 0.13 • Friday, 16 July 2004: 2004 semestrial visitors figures posted on www.kinepolis.com • Friday, 17 September 2004: Publication of results for the first half of 2004 • Friday, 15 October 2004: 2004 Q3 visitors figures posted on www.kinepolis.com 14 ACTIVITIES BY BUSINESS UNIT Kinepolis Cinema 1.Operations P16 2.Marketing & Sales p20 3.Food & Beverage P25 4.Booking & Programming P26 5.IT P27 6.Projection & Sound P28 7.BI 2OS Business Intelligence & International Operations support P30 8.Kinepolis Film Distribution P32 Kinepolis Real Estate 1.International Concessions P33 2.Project Development P33 15 Kinepolis Cinema 1. OPERATIONS Operations Belgium A flash-back .... After an outstanding film year in 2002, the Belgian cinema sector had to contend in 2003 with a number of market and more general factors which had the effect of depressing audience figures. Not so much new competitors, but more a poor film line-up and in particular the uncommonly long and hot summer extending from April right up to mid-September reduced ticket sales by 10%. The weaker than expected results led Kinepolis senior management to bring forward and apply resolutely a series of incisive strategic, organisational, structural and tactical measures. The reorientation towards a Customer-Centric Organisation took the form, in an initial but crucial phase, of integrating Marketing & Sales and Operations, the two departments closest to our customers. Our Summerticket and Split Screenings initiatives produced a turnaround within the operating year. Together with carefully targeted price increases on tickets, drinks and snacks in early July and closer cooperation between the Food & Beverage and Finance & Administration departments, these initiatives paved the way to a constantly improving second half, with all Kinepolis cinemas beating one record after another in the final months of the year. In terms of both quantity and quality, of revenue management and cost effectiveness, in both B2B and B2C. 16 This strongly increased relative profitability, backed by a strong year-end programme, enabled the majority of the Belgian Kinepolis cinemas to present financial figures that were not only better than forecast but better than ever before. The path to the future…. Work was continued – and new initiatives were started – in 2003 to prepare Kinepolis Belgium's medium and long-term future as a pacesetter, leader and reference on the cinema market. Renewed attention to Belgium as the cherished stronghold of the Kinepolis Group led to the decision to dispose of two older and smaller city cinemas (Pentascoop Kortrijk and Opéra Liège) in order to free up room for new and strategically more interesting projects and opportunities. In the conceptual studies for the new Bruges and Ostend complexes, Kinepolis Group worked together with various agencies and bureaus to create the cinema of the future, differentiated in new ways from the competition. This rich and diverse programme was rounded off in 2003 by our new Cinemania offer (‘View the other film better') which customers were quick to seize. As well as placing greater emphasis on the existing technical superiority of its image and sound, Kinepolis has increased its lead in this area by creating a unique digital projection platform. Our customer focus is also expressed in an ambitious but down-to-earth new ‘Service with a Smile’ programme and new procedures to tighten and constantly monitor our entire operating apparatus (detailed theatre management checklists, an updated Mystery Shopping system, planned and surprise audits and field visits). Local managements have also been given controlled freedom to zoom in to their local and local commercial and political contexts. Kortrijk Leuven Liège Record audience figures for third year in a row Opening of a brand-new Park & Ride system in which Kinepolis actively participates Above-market audience figures Thoroughgoing interior facelift Temporary closing of the Palace for renovation Reopening of the Palace and final closure of the Opéra scheduled for 02.06.2004. News from individual complexes Operations France Antwerp The overall French cinema market was down 6% on 2002, owing to the excellent weather and a weak lineup of French productions. Confirmation of dominant position, despite two new competitors in catchment area (Utopolis Turnhout and Siniscoop Sint-Niklaas). Braine l’Alleud New local management. Brussels Development of a brand new security approach, with a number of special innovations to be launched in 2004. Ghent Opening of two new and successful concessions: Bloomingdale’s (catering) and Video Palace (video and DVD rental) Hasselt Confirmation of regional market leader position. Visitor figures at Thionville and Saint-Julien-lès-Metz slipped by 9 and 12% respectively, in part following on the opening of competing complexes. Lomme and Mulhouse again strengthened their market positions with strong commercial actions and special initiatives to counter the effects of the exceptionally good weather and poor programme lineup. According to the Board of Directors, the functionality of the Mulhouse complex will improve Annual report 2003 17 Kinepolis Cinema KINEPOLIS EXPERIENCE Operations thanks to the leasing of the concession spaces that will available after some minimal infrastructure changes and thanks to a strong decentralized management. In Nîmes audiences increased by no less than 18%, thanks to a strong competition policy. In 2003 an additional step was taken in the direction of entertainment with the creation of restaurants and leisure concessions in and around the complexes. In 2004 we are continuing the evolution towards entertainment centres, with the opening of a leisure centre next to the Saint-Julien-lès-Metz Kinepolis, emphasising the synergy between film and fun. Further local renovations and commercial campaigns and a national competitiveness-boosting plan will keep us at the forefront of the difficult French market. In 2005 a new 10-screen complex in Nancy will make Kinepolis the largest market player in north-east France. The opening of Nancy in 2005 will take Kinepolis France past the 7 million viewer mark and confirm its place as the country’s fourth largest cinema group. Operations Poland Now in its second full operating year, Kinepolis Poznan welcomed 5% more visitors. The reason for this increase, which runs counter to to the general trend in Poland (-15%), is that Kinepolis Poznan has been open for just 2.5 years and has still not reached its full potential. For 2004 we expect further growth. The commercial exploitation of the concessions is also constantly improving. A minus point remains the weak zloty and the general economic situation in Poland. 18 The Poznan complex will improve his functionality thanks to an intensive commercial exploitation of the concessions, to an adjusted price policy and to a rise of the visitor figures based on the recovery of the zloty and the local economy. Operations Switzerland In the falling Swiss market, and with the excellent weather as the greatest negative factor, Kinepolis Switzerland increased its visitor figure by 4.7% in 2003. The complete filling of the commercial spaces and the creation of an on-site disco will serve to increase the leisure content and pull of the cinema complex in the city of Schaffhausen, with its large population of young people. Operations Spain Spain's Kinepolis cinemas strengthened their leadership position in 2003. With 3.1 million tickets sold in 2003, Kinepolis Madrid remains the world's largest cinema. This cinema temple par excellence will remember 2003 for visits of world stars like Arnold Schwarzenegger, Will Smith, Cameron Diaz and Drew Barrymore. Despite many cinema openings in the Madrid market, Kinepolis Madrid remained in 2003 above the 3 million ticket threshold. With its technical and infrastructural lead, aggressive marketing approach and strong customer focus, Kinepolis Madrid can, on its fifth birthday, look back with pride on an impressive performance: over 17 million visitors, a robust quality image and very positive operating results. Kinepolis Valencia strengthened its position as Spain’s number two cinema after Kinepolis Madrid. For the first time since opening in 2001, Kinepolis Valencia passed the 2 million visitors mark, despite the relatively weak film year. The citizens of Valencia have tasted ‘El Cine a lo Grande’ (large scale cinema) at Kinepolis and have made a clear choice. The growth in cinema visitor figures in Valencia in 2003 is due entirely to Kinepolis Valencia. In Spain's highly competitive cinema market, having a better insight into cinemagoers' behaviour and desires offers a not-to-be-underestimated competitive advantage. The results of these studies also provide the starting point for action plans and investment priorities for the coming years. Expansion Following the successful projects in Madrid and Valencia, construction work on Kinepolis Granada began in autumn 2003. This 15 screen and 4,670 seat complex is situated just 15 minutes from the old city centre, and will incorporate the latest in image, sound, seating and ticketing technology. The attractive, innovative interior design and the customer-friendly food and beverage infrastructure will certainly be setting new standards for cinema operators in Andalusia. The leisure centre just in front of the cinema, operated by the Seville company DETEA-Commercia firm, will also include Spain’s largest bowling alley. Inauguration of this new complex is planned for June 2004. Indeed, the top 5 ranking of the most successful cinemas by box office, published every year by the Spanish Ministry of Culture contains no less than 4 Kinepolis cinemas. Study, Strategy and ..... Action! Like Kinepolis Belgium and France, Kinepolis Spain also invested in a number of detailed customer research studies by the highly reputed research agency Taylor Nelson Sofres. Annual report 2003 19 Kinepolis Cinema 2. MARKETING & SALES 20 2003 was the year in which Kinepolis Spain confirmed and updated proven success formulas with new projects and initiatives, all following on the qualitative market studies undertaken in 2002 and 2003 by TNSDimarso. The Marketing and Sales department has also been restructured, with an additional Operations support function. Marketing & Sales is now sub-divided into four divisions: Business to Business (B2B), Business to Consumer (B2C), Theatre and Media – which will work together closely to improve the quality of cinema visiting. Kinepolis Belgium Our 100 Days card was launched for our most loyal customers. This card entitles regular Kinepolis visitors to special low-price tickets for an extraordinarily wide range of blockbusters at the end of the year. The Summer Ticket offered film fans a choice of films at reduced prices in pleasantly cool theatres. Split Screenings served to stagger film times and increase audience comfort. Alternative content, such as the digital projection of “Plop and the Magic Wand”, increased the number of cinema visits, whilst our third Kinepolis Tombola once again held out pleasant surprises and attractive ticket prices for film fans. Existing Specific Customer projects like KineSchola, Happy Sundays and the Guido Kinepolis Card were reactivated and fine-tuned, whilst making room for new projects like Route 55, the Thursday film afternoon for 55-plussers. Business to Business The B2B department was constantly looking for ways to expand the Kinepolis customer portfolio, among them by proactive prospecting (telephone and company visits). Coca-Cola extended its contract for 5 years, and Proximus continues to pamper cinema visitors with magic film moments via the Proximus Film Experience. In 2003 Kinepolis signed a 3 year contract with new supplier Ferrero. The time was ripe to extend the number of points of sale for Kinepolis products. Sales promotions were undertaken both on the website (Kinestore) and via post offices. Events and theme evenings were used to create a new universe immersing cinema visitors into the magic world of film. This year’s eyecatchers included the 8 Mile Weekend, the 2 Fast 2 Furious Tuning Shows, the première of the romantic comedy Love Actually in the presence of Hugh Grant, and the Alien Celebration Day. Kinepolis Internationaal At the international level Kinepolis continued on its path of internationalising national success formulas and encouraging local and market-specific activities. Business to Comités d’Entreprise Cinema vouchers are also sold to the business world by business suppliers. Business to Consumer The B2C division was again busy in 2003 with a stream on new initiatives to encourage cinema visiting and to reward visitor loyalty. Kinepolis confirmed its reputation as a ‘place to be’ where there is always something to experience. In France we can point to the growing success of campaigns directed at Works Committees. In March 2003 the Carte KineCE was launched to reward loyal customers and the successful Arbre de Noël (Christmas Tree) formula was continued. Annual report 2003 21 Kinepolis as location Magic location for the biggest plans Thinking of organising an event? Each of Belgium’s main cities boasts one outstanding location, offering a range of advantages. Easy-to-reach, with ample free parking and comfortable rooms in which to pamper your guests with an original event. Just what they're looking for. Welcome to Kinepolis. Guaranteed success at every event! A reception desk for your employees or a break-out room for your seminar attendees, we prepare everything for you. One of our many theatres will be just the right size for your event. Equipped with the most up-to-date technical facilities. Along with a range of attractive areas for receptions, buffets, gala dinners, everything you want. Your guests will definitely be impressed. Seminars or congresses, roadshows or marts, product launches or recruiting drives. Breakfast, whole-day or evening event. Everything is possible at Kinepolis. With comfortable stadium seating, full-wall screens, excellent sound installations and high-tech audiovisual equipment. Any event at this unequalled location will leave an indelible impression on your guests. Films as bonuses: no change Pamper your guests with a surprise film! Humour, action, romance ..... Have them shivering in their boots, bursting their seams laughing, reaching for their handkerchiefs or sitting on the tips of their seats. One thing is certain: no one can resist the charm of the white screen. Kinepolis’s top card. Your event at Kinepolis = a tried and tested recipe. A drink and a snack or a banquet dinner to complete your event. From breakfast or brunch to reception or walking dinner, our outstanding catering service provides everything, tailored to your desires and budget. Kinepolis as premium An evening’s emotion as a gift! Right across the world people have always enjoyed the magic of film. It is not for nothing that cinema is called the seventh art. So offer cinema vouchers as gifts to your business relations or employees! Cinema vouchers are interesting tax-wise, are valid for one year in all Kinepolis cinemas in Belgium and can also be personalized with your company’s details. Various formulas are available, all attractively packaged. An evening at the cinema. An ever-welcome gift. Individual cinema voucher 22 Greetings card with two cinema tickets Film tin with 4 cinema tickets Subscription with ten cinema tickets. Kinepolis as medium Go for an effective media-mix Kinepolis offers you a whole range of communication media for reaching over 12 million visitors a year. The right mix of these media will ensure that your product catches attention, is seen and even actively experienced. The same cinemagoer can be reached up to four times in one evening. A smart approach to put - and keep - your brand at the top of their minds. Here are the various possibilities: Sampling & animation Screen advertising Comfortably installed in our armchairs, cinema fans are open to your message. 87% of the audience is already in the theatre when the screen advertising begins. A not-to-be-missed target group. Your gadget or sample handed out at the theatre entrance or exit. An attractive intermezzo for cinemagoers! Digital@ Kinetickets A network of trendy flat screens throughout the complex draws attention – with 224 spots a week for your brand or product. A unique form of targeted communication with a trendy layout and circulation figures that exceed your wildest dreams. Film magazine Product placement Your product on display close to our largest theatres. Success guaranteed. The Kinepolis magazine with extensive, attractively presented information on upcoming films, animations and events at Kinepolis, on DVDs, music, internet and ... your advertisement. A smart marketing move. Convinced by this special business-and-pleasure mix? Then contact our Regional Sales Promoter for further details or mail us at [email protected]. Annual report 2003 23 Kinepolis Cinema KINEPOLIS EXPERIENCE Marketing & Sales Business to Consumer Media The Summer Ticket provided refreshing film moments not only in Belgium, but also in France and Poland. Kinepolis France also introduced the new Split Screenings system and underscored its family image with the Kinékids children’s corner and the Magic Matinées. Both nationally and internationally Kinepolis continued to use the internet, e-mail and its own communication channels (KIWI) to keep cinema audiences updated on goings-on in the film world. Kinepolis Poland opted in 2003 for schools, expanding its successful KineSchola programme, whilst Kinepolis Switzerland pampered teenagers with the Moovi Club, which now has over 1200 members. Kinepolis Spain continued its large-scale prepremières of major blockbusters, with surprise visits by international stars such as Arnold Schwarzenegger, Will Smith and the charming ladies from Charlie’s Angels. 24 Kinepolis already has 33,500 My Kinepolis members, and kinepolis.com is now Belgium’s largest film website. In the annual ‘Site of the year’ award organised by Clickx, Kinepolis took 4th place in the ‘Best professional site for 2003’ category. 3. FOOD & BEVERAGE The Kinepolis F&B department another year of outstanding results With a succession of sales-stimulating promotions, a balanced product range, optimised pricing policy and the introduction of split screenings, turnover by cinema visitor rose by 11.8% in Belgium in 2003, for the Kinepolis Group as a whole by 7.4% A brand-new three-year partnership contract was concluded with Ferrero, and the existing Coca Cola contract was extended for a full five years. A new software package was implemented to optimise stock management in Belgium. Other noteworthy items were the partnership contract with Masterfoods in France, the start-up of USPs (unique selling points) in Nîmes and Schaffhausen and the introduction of a Kids’ Menu in Spain. Annual report 2003 25 Kinepolis Cinema 4. BOOKING & PROGRAMMING The Booking and Programming department is responsible right across the group for selecting films and negotiating rental agreements with film distributors (booking) and for programming films to match theatre capacities and the different target groups (programming). MANIA project in an attempt to respond to customer demand for better quality products. Every imaginable analysis of the Belgian cinema market is collected and processed in this department. “The Last Samurai”, “Brother Bear”, “Harry Potter & the Prisoner of Azbakan”, “Shrek 2”, “King Arthur” from, “The Incredibles” and “Bridget Jones: The Edge of Reason”. A weaker line-up and the good weather that lasted from April right through to September badly affected cinema visitor figures in Belgium. No records were broken, other than the opening figures for “Lord of the Rings 3: The Return of the King” (December 2003). In 2003 some ten films made it past the EUR 2.5 million box office mark: Finding Nemo with € 5.1 million, Pirates of the Caribbean with € 4.6 million, Matrix Reloaded with € 4.5 million, Lord of the Rings 3: The Return of the King with € 4.3 million in just two weeks, Bruce Almighty with € 3.7 million and a Belgian product De Zaak Alzheimer (The Alzheimer Case) with € 3.5 million. This year there were particularly few mid-range scores and no particularly noteworthy films in the French-speaking part of the country. Numerous market surveys during the year resulted in the introduction of the CINE- 26 2004 looks very promising, with a small number of very large productions: During 2003 Kinepolis profiled itself more and more in the digital projection field with projects like “Plop and the Magic Wand” and is now working increasingly on 'alternative' content offerings, with Flemish products, sport, opera, ballet etc. alongside its traditional Hollywood product. 5. IT In 2003 the IT department focused on three major pillars of IT activity: security, infrastructure and further integration of the various software packages. Security Major systems refinements introduced in 2003 reflect the evolution of the overall IT scene and the increase in external threats (viruses, spam, etc.). A significant improvement was achieved in the degree of security. Infrastructure In 2003 the Kinepolis Group took a major step forward towards centralising applications and modules. The key example here was the introduction of a central financial software package. Integration of software packages Various automated business processes were integrated, improving both productivity and the degree of control of the various processes. 2004 In 2004 we are continuing our ongoing efforts to improve internal and external security. The process of centralising the various business processes will include setting up a data warehouse to form the basis for the Business Intelligence Department. The biggest challenge, however, will be the development of a brand new ticketing application, including adapting the software to the very specific present and future requirements of Kinepolis Group. Annual report 2003 27 Kinepolis Cinema 6. PROJECTION & SOUND Kinepolis Group’s Projection & Sound Department is responsible for the general installation and maintenance of all projection and sound apparatus in Kinepolis cinemas, as well as for outside cinema groups. Annual preventive maintenance and quality checks were again carried out at all projection booths in Belgian and French Kinepolis cinemas. Unexpected technical problems in projection cabins were immediately put right by our intervention teams, with almost zero downtime. We also provide extensive services to outside cinema chains: Utopia and Cinecity to mention just a few. Europe's largest cinema mart, the annual Cinema Expo, used our services for all 35 mm projections at the RAI auditorium in Amsterdam, including supplying, installing and operating of the image and sound equipment. In the last quarter of 2003 we began installing various digital projectors and servers at our Belgian sites, under an agreement with the companies EVS (Liège) and Barco (Kortrijk). Our technicians joined the manufacturers in the installation process in order to become fully conversant with these innovative technologies. The Projection & Sound Department achieved a total turnover in excess of € 2.5 million. Digital cinema After its first promising steps in the world of digital film projection, Kinepolis Group is now playing the digital card to the full. Faithful to its tradition as an innovator and trendsetter, Kinepolis Group has seized a number of market factors and realities that will inevitably lead to an innovative, global project. In Belgium Kinepolis Group has already begun building an unequalled digital cinema network. 28 Digital cinema has arrived, in terms of both technology and quality. The one thing still missing is definitive (inter)national norms. Also lacking is a business model clearly indicating who will bear the far-from-light investment costs. This is why we have seen no massive roll-out of digital cinema to date. Cinema operators can achieve greater income only if digital projection enables them to generate additional revenues. At the same time film distributors will be the first to reap the benefits of digital projection in the form of the cheaper print and distribution costs of digital carriers. For the time being it is unclear whether cinema operators are yet ready will invest in digital projection, without any guarantee of return and added value. Kinepolis Group has decided, however, to delay no longer and, as a trendsetter and innovator in cinema operating, has successfully set up a joint venture exclusively with leading Belgian players. Barco, EVS, Screenvision and Kinepolis Group have together created a feasible business model which will strengthen the corporate image and international market position of each of the parties. As far back as three years ago Kinepolis already invested in two prototype digital projectors. In November these were replaced with the latest Barco DLP models. Straightaway it was decided to acquire another 8 Barco projectors, with the associated ACSAR, an additional input module permitting the projection of alternative material of every kind. Digital projection is now installed at Kinepolis theatres in Brussels (2), Antwerp (1), Liège (2), Ghent, Hasselt, Kortrijk, Braine L’Alleud and Leuven. EVS provided the server platforms for these 10 digital theatres. Screenvision will in the longer term be able to supply high quality digital screen advertising. From “Plop” to “Finding Nemo”… World class The final link in the digital circle is the offering of alternative content. To this end Kinepolis Group joined forces in late 2003 with Alfacam, a company that operates high definition recording equipment. Together they convinced Studio 100 to show the film “Plop and the Magic Wand”, originally intended for DVD and TV only, in cinema theatres also, using the existing digital projectors in the Kinepolis theatres. The experiment proved its worth: the digital film “Plop and the Magic Wand” tempted 45,000 visitors, placing it among the top ten films in the first week of November. The next digital release was the blockbuster "Finding Nemo", the digital Walt Disney and Pixar animated film, digitally pre-premièred at Kinepolis Brussels for one week. With a digital platform of 10 projectors, Kinepolis International shares second place with America's AMC. Only the American LOEWS group scores better with 18 digital projectors. In 6 out of the 10 theatres Kinepolis will be using the Barco DP 100 2K projector, the flagship of digital projection technology, and the first of this model to be installed in Europe. The Kinepolis Group network is also the first in the world to make use of these high resolution projectors. A special digital working group has been set up inside Kinepolis Group and is working hard to build up this innovative network. On Wednesday 26 November followed the national release, with the film shown also in five additional Kinepolis digital theatres. In this way Kinepolis provided the largest-ever digital release by a single cinema operator in Europe! Annual report 2003 29 Kinepolis Cinema 7. BI2OS Increase # public Phase 2 Guarantee the ultimate cinema experience Customer Financials "Kinepolis wants to offer the ultimate cinema experience to the big public - with emphasis on the family character - and to specific customer groups in safe Phase 3 Optimal use of geographical opportunities Optimal use of multifunctional cinema centers Phase 2 European multifunctional customer-focused cinema centers in a long-term profitable and highly qualitative manner through an innovative and personalized approach" Human resources 30 Increase safety on site Phase 2 Focus specific customer groups Operations Phase 2 Improve stakeholder value OPERATIONAL INFORMATION LAYER TACTICAL BI2OS stands for business intelligence & international operations support. This department works at the intelligence and service level. The business intelligence part focused in 2003 primarily on starting and defining a Balanced Scorecard (BSC) project. All this with the single objective of aligning business units’ and individual employees’ objectives with the general company strategy. For this, work has begun on setting up a strategic data warehouse (SDW) which will enable operating, tactical and strategic data to be consulted and visualised via a single interface. INFORMATION LAYER STRATEGICAL INFORMATION LAYER In this way the BSC will operate in a fully integrated and automated manner. Alongside the BSC project the department also set about undertaking the necessary feasibility studies and market analyses. The service level part is concentrating on providing services to operations, including operational audits, defining operating procedures through the production of manuals, and putting together one of the best performing mystery shopping programmes in the sector. Facility Management is also part of the BI2OS package: - coordinating and accompanying the implementation of investment programmes in the various complexes - site coordination and prevention policy. Annual report 2003 31 Kinepolis Cinema 8. KINEPOLIS FILM DISTRIBUTION Kinepolis Film Distribution had an outstanding year in 2003. Income was double that of 2002, and even higher than in record year 2001. Overhead and production costs were squeezed further to produce a larger margin. This success was due entirely to American productions such as “Gangs of New York”, “Final Destination 2”, “Kill Bill” vol. 1, “The Hours” and “Chicago”. Absolute records, however, were broken by two Flemish films, which together made up around 30% of the year's total. With 737,000 visitors, “The Alzheimer Case” has been the biggest release of all time for KFD, whilst “Team Spirit 2”, released on 10 December, has easily equalled audience figures for the first “Team Spirit”. 32 The first half of 2004 looks like being somewhat leaner in terms of films, with major suppliers Miramax and New Line postponing a number of planned releases to the third quarter of 2004. High points in 2004 will be “Neverland” with Johnny Depp, Kate Winslet and Dustin Hoffman, and Flemish films “Ellektra”, starring Axelle Red in the title role, and “Steve + Sky”, one of the most eagerly-awaited films of the year. For “Dossier K”, the follow-on to “The Alzheimer Case”, and for “Wind Force 10”, viewers will have to be patient until 2005. Kinepolis Real Estate 1. INTERNATIONAL CONCESSIONS This activity consists of leasing adjacent sites, space and/or real estate to third parties wishing to set up and operate restaurants, licensed premised and video and entertainment centres. 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 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. Concretely Kinepolis is developing an action plan together 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 centres and indoor children’s playparks within its facilities. To achieve this, it is important that the concept of cinema be interpreted more widely by the law as covering more than simply film showings. For this reason work continued in 2003 on a study of the zoning plans for the various complexes. Kinepolis assumes that tomorrow’s consumer wants to be offered a Total Leisure Programme on a single 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, each in its unique discipline. This will enable Kinepolis in the 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. 2. PROJECT DEVELOPMENT Project Development consists of the development and managing of new cinema projects. In 2003 this meant the construction of our new complex in Granada (opening spring 2004), as well as negotiations for the construction and undertaking of future projects, including Nancy (opening planned in spring 2005), Kinepolis Ostend and Kinepolis Bruges (openings planned in 2006 – 2007). Annual report 2003 33 HUMAN RESOURCES OGETHER T E A M VERYBODY CHIEVES ORE “Service with a smile” The HR part of the intranet focuses our “internal” client (our employees), including a “who is who”, organisation charts, function descriptions, etc. The Kinepolis intranet is scheduled to be launched in early 2004. Service is written in capital letters at Kinepolis. Every customer must be welcomed personally and warmly by an excellently trained employee. Well-trained employees contribute in this way to the organisation's results. Recruitment For this reason the HR Department developed a strategic training policy in 2003, focusing on functionrelated “learning paths” specially developed for our organisation. Together with Operations it also developed an extensive training provision ("Kinepolis Learning Circle") aimed at improving customerfriendliness and the overall functioning of the organisation. The project, named “SERVICE WITH A SMILE”, was launched on 01.01.2004. In 2003 a specific company recruiting policy was developed with easy-to-use tools for line management, and the reception of new employees was further professionalized. Key projects for 2004 • Implementation of the HR-ERP module • Reworking the existing assessment procedure Internal communication Various business units worked together to develop a cross-company Intranet involving every department. Geographic distribution of employees Geographical area At december 31 st 2003 2002 Employees 2001 2000 1999 Belgium France Spain Poland Italy Switzerland 1 002 309 353 118 41 992 355 340 125 58 45 946 364 446 103 58 44 865 340 237 3 3 / 931 328 210 2 / / 1 823 1 915 1 961 1 448 1 471 Total Annual report 2003 35 CORPORATE GOVERNANCE 36 Capital structure Shareholders structure The capital of the company amounted at 31.12.2003 to € 47,442,919.65, represented by 6,930,778 shares without nominal value, all enjoying the same rights. Shareholders structure at 31 December 2003: The Board of Directors was authorised by the Extraordinary General Meeting of 17 May 2002 to increase the company capital in one or more instalments until 17 July 2007 by a maximum amount of € 47,442,919.65, and until 17 July 2005 to increase the issued capital following the publication of a public take-over bid. Kinohold bis and CCM&H GIMV NV (*) Kinepolis Group Public 4 419 313 686 860 134 289 1 690 316 63.76% 9.91% 1.94 % 24.39% Total 6 930 778 100% In the context of the issue of warrants mentioned earlier in this report, the Board of Directors made use of the authorised capital in an amount of € 2 014 215,30, i.e. 294,250 warrants multiplied by the fraction value. A proposal will be made to the Extraordinary General Meeting of 21 May 2004 to further increase the amount of the authorised capital up to the amount of the company capital and at the same time renew the authorisations. Shareholder Number of Shares % A shareholders agreement has been concluded between the Bert (Kinohold) and Claeys (CCM&H) families that contains arrangements relating to the structuring and composition of the governing bodies and industrial strategy of the Group. 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*. (*) On 19 March 2004 GIMV sold its entire shareholding in Kinepolis Group. The above-mentioned stipulations of the shareholders agreement therefore no longer apply. Annual report 2003 37 KINEPOLIS EXPERIENCE CORPORATE Governance 3. Board of Directors and committees Composition of the Board of Directors The articles of the 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 and of management. Directors End of mandate Chair nv HRV, represented by Baron Hugo Vandamme (1) (2) (5) 2005 Co-Chair Mrs Marie-Rose Claeys-Vereecke (1)(3) 2006 Honorary Chair Mrs Marie-Suzanne Bert-Vereecke (1) (3) 2006 CEO's Mr Joost Bert (3) Mr Florent Gijbels (3) 2005 2005 Directors Mr Peter Bert (1) (3) Mr Marc Vercruysse, (1) (4) (6) Mr André Meers, (1) (2) (9) nv Euro Invest Management, represented by Mr Philippe Haspeslagh (2) (7) BVBA Gerard Van Acker, represented by Mr Gerard Van Acker, (1) (2) (8) 2006 2004 2004 2005 2006 1. Non-executive director 2. Independent director 3. Represent the majority shareholders 4. Represents GIMV 5. Chairman of the Board of Directors of Roularta Media Group nv, Vice-Chairman of the Board of Barco nv, Director of Maatschappij van de Brugse Zeevaartinrichtingen nv, Member of the Supervisory Board of Sara Lee/Douwe Egberts 6. Director of nv Tunnel Liefkenshoek, Managing Director of Domus Flandria nv, of Barco nv and of various GIMV operating companies 7. Chairman of the Board of Directors of Dujardin Foods nv and Quest Management nv, Director of Quest for Growth nv, Capricorn Venture Partners, Vandemoortele nv and INSEAD. 8. Director of listed companies (BBM,Carestel and Real Software) and of private companies (ABO, Bofort, Language &Computing (chairman), Sabena Technics (chairman) and Watt Plus). 9. General Manager of the Machiels Group and lecturer at the UIA. 38 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. At 31 December 2003 the Board of Directors consisted therefore of 10 persons, four of whom should be regarded as independent of the reference shareholders and the management. Operation of the Board of Directors The Board of Directors is chaired by Baron Hugo Vandamme. As the highest governing body of the company, the Board of Directors is responsible, in addition to its statutory tasks, for developing the general policy and investment plan. The Remuneration Committee he Remuneration Committee, set up in 1998 from members of the Board of Directors, consists of: • Mr André Meers, chairman • Mrs Marie-Rose Claeys-Vereecke • Mrs Marie-Suzanne Bert-Vereecke • HRV nv, represented by Baron Hugo Vandamme • Mr Marc Vercruysse The Managing Directors attend the meetings of the Remuneration Committee. The Remuneration Committee is responsible for drawing up general guidelines for the company's remuneration policy and for establishing the objectives, forms of assessment and remuneration of the managers of the company. The Remuneration Committee has an advisory role visà-vis the Board of Directors. The Remuneration Committee met three times in 2003. It also supervises the daily management. The Audit Committee In principle the Board of Directors meets every two months. Each meeting’s agenda includes at least: • the monthly financial results of Kinepolis Group and its subsidiaries; • newly proposed projects; • the progress of ongoing projects. Every 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 11 times in 2003. The Audit Committee, which was set up in 2001, consists of: • BVBA Gerard Van Acker, represented by Mr Gerard Van Acker, chairman • Mrs Marie-Rose Claeys-Vereecke • Mrs Marie-Suzanne Bert-Vereecke resigned from the Audit Committee on 17 March 2004. • nv Euro Invest Management, represented by Mr Philippe Haspeslagh • Mr Peter Bert, since 17 March 2004 In 2003 the Audit Committee met five times under the chairmanship of Mr Gerard Van Acker. The Audit Committee advises and assists the Board of Directors in fulfilling its responsibilities with regard to Annual report 2003 39 KINEPOLIS EXPERIENCE CORPORATE Governance the organisation and control of: • 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, the chief financial officer and the managing directors attend the meetings of the Audit Committee. Remuneration In 2003 a total of € 663,885 was paid to the members of the Board of Directors, compared with € 547,554 in the previous year. In 2003 a total of € 1,543,294 was paid as remuneration to the executive directors and to management, compared with € 1,489,780 in 2002. 60,000 warrants were also allotted. Day-to-day management The internal auditor reports directly to the Audit Committee, which establishes the auditor's annual work programme 40 Day-to-day management, is undertaken by the two Managing Directors (CEOs), Mr Joost Bert and Mr Florent Gijbels. ANNUAL ACCOUNTS OF K INEPOLIS G ROUP Consolidated annual accounts Statement of sources and uses of funds Notes to and discussion of the consolidated annual accounts Auditor's report 42-45 46 47-66 67 Discussion of the ordinary accounts 68-69 Ordinary balance sheet of Kinepolis Group nv 70-71 Income statement 72 Appropriation of the result 73-80 Social balance sheet 81-82 Valuation rules 83-84 Transition to IAS / IFRS 85 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group CONSOLIDATED ANNUAL ACCOUNTS 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 42 2003 2002 263 348.33 552.27 2 150.69 19 680.01 240 390.67 184 640.21 27 611.61 2 896.77 15 225.29 677.40 9 339.40 574.68 280 570.83 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 4 457.66 423.81 574.68 90.15 484.53 423.81 65.38 358.43 65 861.68 21 040.62 77 655.80 24 205.34 21 040.62 2 078.00 1 794.49 59.39 24 205.34 1 716.75 1 601.88 147.31 1 735.10 1 454.57 283.51 157.56 624.10 533.47 968.03 168.03 800.00 12 282.38 1 335.08 114.87 32 016.72 13 562.06 18 454.66 430.35 430.35 329 210.00 358 226.63 27 13 13 1 1 12 732.42 6 554.22 LIABILITIES (in .000 EUR) CAPITAL AND RESERVES Capital Share premium account Revaluation surpluses Consolidated reserves Consolidation differences Translation differences Investment grants 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 liabilities 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 D. Other debts 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 TOTAL LIABILITIES Annual report 2003 2003 2002 61 395.31 47 442.92 62 172.06 47 442.92 2 322.39 2 906.80 (1 815.64) 10 538.84 495.72 3 058.14 (96.43) 11 271.71 528.38 2 361.11 10 092.23 3 939.40 126.00 10 271.97 3 719.94 129.17 63.56 3 749.85 6 152.83 62.63 3 528.14 6 552.03 257 194.08 139 247.43 139 218.91 7 436.81 283 421.49 160 383.15 160 383.15 5 949.45 16 526.83 115 014.19 241.08 28.52 99 958.85 25 444.49 8 047.26 8 047.26 19 247.72 134 725.85 460.13 108 26 30 29 36 842.36 36 842.36 0.00 17 605.20 11 770.87 5 834.32 12 019.55 17 987.80 495.85 669.33 245.24 915.35 329.89 37 059.37 37 059.37 144.13 11 823.72 6 142.87 5 680.85 2 554.06 14 542.49 329 210.00 358 226.63 43 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group CONSOLIDATED ANNUAL ACCOUNTS INCOME STATEMENT (in .000 EUR) 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 charges A. Raw materials, consumables and goods for resale 1. Purchases 2. Increase/decrease in stocks B. Services and other goods C. Remuneration, social security costs and pensions D. Depreciation and amounts written off formation expenses and intangible and tangible fixed assets E. Amounts written off stocks, orders in progress and trade debtors. F. Increase/decrease in provisions for liabilities and charges G. Other operating charges H. Operating charges capitalized as restructuring costs I. Amortization of positive consolidation differences Operating profit/loss Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income Financial charges A. Interest and other debt charges B. Amounts written off positive consolidation differences C. Increase/decrease in amounts written off current assets D. Other financial charges Result from ordinary activities before tax 44 2003 2002 198 072.00 191 455.44 213 474.27 207 176.18 208.56 666.57 5 751.44 (183 631.64) 70 003.22 70 248.41 (245.19) 43 749.87 32 108.74 604.39 828.81 4 864.89 (202 751.18) 74 096.52 74 405.31 (308.79) 47 372.86 34 755.60 24 754.01 838.10 (141.89) 9 481.46 30 137.71 809.31 1 165.97 11 939.79 2 838.13 14 440.37 2 634.62 430.79 74.17 2 129.67 (13 451.26) 10 094.21 2 473.41 10 723.09 5 756.15 350.74 1 484.11 3 921.30 (22 390.75) 15 226.85 (195.33) 3 552.37 3 623.73 668.60 6 495.29 (5 911.50) INCOME STATEMENT (in .000 EUR) Extraordinary income A. Adjustments to depreciation of and to other amounts written off intangible and tangible fixed assets B. Adjustments to amounts written off consolidation differences 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 F. Other extraordinary income Extraordinary charges A. Extraordinary depreciation of and amounts written off formation expenses, intangible and tangible fixed assets B. Extraordinary amounts written off positive consolidation differences C. Amounts written off financial fixed assets D. Provisions for extraordinary liabilities and charges E. Loss on disposal of fixed assets F. Other extraordinary charges G. Extraordinary charges capitalized as restructuring costs H. Negative consolidation differences Net profit for the financial year before tax Transfer from deferred tax and latent tax Transfer to deferred tax and latent tax Income taxes A. Income taxes B. Adjustment of income taxes and write-back of tax provisions Consolidated result Share in the results of the enterprises accounted for using the equity method: Consolidated result A. Share of minority interests B. Share of the group Annual report 2003 2003 2002 2 488.54 4 035.72 280.39 2 195.73 42.81 (283.14) 250.00 3 592.81 162.52 (994.42) 24.05 104.99 149.90 28.25 261.66 123.46 585.26 5 829.13 1 099.27 (362.22) (4 472.83) (4 494.90) 22.07 2 093.34 (2 870.20) 1 017.13 (412.78) (5 573.84) (5 573.84) 2 093.34 (625.59) 2 718.95 (7 839.68) 69.75 (7 769.94) (2 024.66) (5 745.27) 45 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group CASH FLOW STATEMENT CASH-FLOW (in .000 EUR) 2003 2002 OPERATING ACTIVITIES Operating profit Depreciation and amounts written off Amounts written off stocks and trade debtors Provisions for liabilities and charges Amortization of positive consolidation differences Gains on the disposal of fixed assets Other extraordinary income Losses on the disposal of fixed assets Other extraordinary charges Gross self-financing margin Taxes Cash-flow 14 440.37 24 754.01 838.10 (141.89) 2 838.13 2 195.73 42.81 (149.90) (28.25) 44 789.10 (4 472.83) 40 316.27 10 723.09 30 137.71 809.31 1 165.97 2 473.41 3 592.81 162.52 (123.46) (585.26) 48 356.11 (5 573.84) 42 782.27 WORKING CAPITAL Net working capital flow 28 567.73 37 474.61 (15 885.19) (15 885.19) 803.20 (7 151.92) (6 348.72) (151.10) 430.79 74.17 353.85 684.83 350.74 1 484.11 2 519.68 FINANCING ACTIVITIES Financing through long-term debt Financing through short-term debt Interest and other debt charges Other financial income Other financial charges Net cash flow from financing activities (17 572.71) (23 370.71) (10 094.21) 2 129.67 (3 552.37) (52 460.34) (13 920.89) (45 885.44) (15 226.85) 3 921.30 (6 495.29) (77 607.18) NET MOVEMENT IN LIQUID ASSETS 892.32 (1 179.34) 13 162.76 14 250.41 1 087.65 (195.33) 892.32 15 010.70 13 162.76 (1 847.93) 668.60 (1 179.34) INVESTMENTS Net (investments) / disposals Changes in debts as a result of investment Net cash flow from investments FINANCIAL INVESTMENTS Financial investments Income from financial fixed assets Income from current assets Net cash flow from financial investments LIQUID ASSETS (Cash at bank and in hand + short-term investments) Beginning of the period End of the period Movements Amounts written off current assets Movement of Liquid Assets 46 NOTES TO AND DISCUSSION OF THE CONSOLIDATED ANNUAL ACCOUNTS 1. 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. 2. Changes to the scope of consolidation Newly included participations: None Participations sold during the year: RMB entertainment nv (Belgium) Cinecity S.p.a (Treviso, Italy) Changes in the participation percentage: Forvm Kinepolis sa (France): The participating interest was increased in July 2003 from 50% to 79.92%. This company was therefore fully integrated during the second half of the year. Kinepoleast BV (the Netherlands): At the end of 2003 the balance (13.37%) of the participation held by Déficom was taken over, giving Kinepolis 100% ownership. Liquidations: Devicos nv in liquidation. Regionale Uitgeversmaatschappij (RUM) nv in liquidation. Frontline bvba in liquidation. Merger/contribution: Imagisoft was merged into Imaginbraine sa. 3. Name changes None Annual report 2003 47 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group 4. Scope of consolidation List of fully-consolidated subsidiaries COMPANY NAME Bruvision sa CCE Liège sa (2) CCI&H sa Decatron sa Eden Panorama sa (Max Linder) European Mega Cinema sa (EMC) European Mega Cinema sa (EMC) France Mega Cinema Immo sa (FMCI) Imagibraine sa Immo den Ouden Bampt sa Immo Roc sa Kine Invest Kinepoleast bv Kinepolis Espana sa Kinepolis Film Distribution (KFD) sa Kinepolis Film Production (KFP) sa Kinepolis Granada Kinepolis Holding bv Kinepolis Jerez Kinepolis Le Château du cinéma sa Kinepolis Madrid sa Kinepolis Mega sa (1) Kinepolus Mulhouse Kinepolis Multi sa (3) Kinepolis Nacka Kinepolis Paterna Kinepolis Poznan Spzoo Kinepolis St-Julièn-lès-Metz Kinepolis Schweiz AG* Kinepolis Spzoo Kinepolis Thionville sa Kinepolis Immo Thionville Kinepolis Nancy Kinepolis Prospection Majestiek International sa Forum Kinepolis sa Megatix sa CITY Brussels Hasselt Herk-de-Stad Brussels Paris Luxembourg Lomme Metz Braine L'Alleud Herk-de-Stad Herk-de-Stad Pozuelo de Alarcon Middelburg Pozuelo de Alarcon Brussels Brussels Pozuelo de Alarcon Middelburg Pozuelo de Alarcon Lomme Pozuelo de Alarcon Brussels Mulhouse Courtrai Göteborg Pozuelo de Alarcon Poznan Metz Schaffhausen Poznan Metz Metz Lomme Lomme Luxembourg Nîmes Brussels C B B B B F. L F. F B B B S N S B B S N S F S B F B SU S P F SU P F F F F L F B (1) Kinepolis Mega nv comprises the activities of Kinepolis nv and Metropolis nv. (2) CCE Liège sa : Opéra Liège, Palace Liége and Group Claeys R. (3) Kinepolis Multi nv comprises the activities of Leuven, Hoog-Kortrijk, Ghent and Hasselt. 48 VAT BE 418.314.676 BE 459.469.796 BE 455.740.543 BE 424.519.114 FR 02340483221 LU 19942205972 FR 20399716083 FR 51398364331 BE 462.688.911 BE 455.729.358 BE 459.466.234 ESA 824.896.59 NL 807225605B01 ESA 814.870.27 BE 445.372.530 BE 459.997.061 ESA 828.149.55 NL 807760420B01 ESA 828.149.22 FR 60387674484 ESA 828.149.06 BE 430.277.746 FR 18404141384 BE 434.861.589 556.589.2295 ESA 828.149.14 NIP 5252129575 FR 43398364331 CH 2903013216-5 NIP 5252184717 FR 09419251459 FR 10419162672 FR 00428192819 FR 45428192058 FR 86421038548 BE 462.123.341 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 79,92 100 List of proportionally consolidated companies None List of companies accounted for using the equity method None List of non-consolidated subsidiaries or associated companies Name Kinepolis Czeska Cinemaxx AG City Prague Hamburg Country CZ D R 1 2 % 100 25 R: Reasons for non-consolidation: 1: minimal impact on consolidation, inclusion would involve disproportionate costs. 2: shares held solely with a view to subsequent sale. List of companies that are neither subsidiaries or associated companies Name Eurocasino nv Kortrijk expo cvba Location Brussels Kortrijk Country B B VAT BE 467.730.238 BE 405.979.048 % 19 5. 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 30 January 2001 and the earlier Royal Decree of 6 March 1990. The consolidated financial statements are prepared as at 31 December, which is 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. Until now 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 of 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. Annual report 2003 49 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group B. Valuation Rules Formation expenses and intangible fixed assets Formation expenses and the costs of increases in capital are valued at cost and amortized at 20% per year. Loan costs, if any, are amortized over the term of the loan. Intangible fixed assets are included on the balance sheet at cost. Annual amortization is applied by the straight-line method pro rata temporis from the month of acquisition at 20% a 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 Kinepolis Group nv’s first consolidated financial statements as at 31 December 1996, the opportunity was taken to calculate the initial goodwill at the starting date of the financial year to which the first consolidated financial statements relate, 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 complexes are depreciated pro rata from the month in which they become ready for use. Other investments are depreciated pro rata temporis as from the month 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. 50 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’. Amounts receivable and payable Amounts receivable and payable are valued on a nominal value basis. Reductions in value are recorded on receivables that are wholly or partly uncertain or doubtful. Short-term investments and cash at bank and in hand Fixed-interest securities and shares 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 in respect of the portion which is carried forward to next year. Consolidated reserves Group reserves include the reserves and results carried forward of the consolidating 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. 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. No latent tax assets are included in the Kinepolis Group’s consolidated accounts. Any latent tax liabilities may be reduced by calculated latent tax assets, but only up up to the amount of these latent tax liabilities. 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. Annual report 2003 51 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group C. Change in the valuation rules The following adjustments were made to the valuation rules in 2003: * Tangible fixed assets: Old rule: “Investments in completely new complexes are depreciated pro rata from the month in which they become ready for use. A full year’s depreciation is taken on other investments in the year in which they are acquired.” New rule: “Investments in completely new complexes are depreciated pro rata from the month in which they become ready for use. Other investments are depreciated pro rata temporis from the month of acquisition." This change has not given rise to any restatements of existing assets. * Latent taxes: Old rule: “No latent tax assets are included in Kinepolis Group’s consolidated accounts. Any latent tax assets in the company accounts of subsidiaries are reversed to the extent that they exceed latent tax liabilities. Provision for deferred taxes on realized capital gains and on investment grants is retained in full as entered on the company financial statements.” New rule: “No latent tax assets are included in Kinepolis Group’s consolidated accounts. Existing latent tax liabilities may, however, be reduced by calculated latent tax assets, but only up to the amount of these latent tax liabilities.” The positive impact of this change on the result for the financial year amounts to € 0.4 million. 6. Formation expenses Formation expenses (in .000 EUR) Net book value at the end of the preceding period New expenses for the period Other changes Amortisation Translation differences Net book value at the end of the period incorporation and capital increase expenses, loan issue expenses and other formation expenses VII: Statement of formation expenses Formation expenses fell mainly as a result of amortization recorded during the financial year. 52 1 746.65 132.75 (266.41) (1 037.69) (23.04) 552.27 552.27 7. Intangible fixed assets INTANGIBLE FIXED ASSETS (in .000 EUR) A. Acquisition cost At the end of the preceding period Movements for the period Acquisitions including fixed assets - own construction Sales, transfers and decommissioning Transfers from one heading to another Translation differences Other movements At the end of the period C. Amortization and amounts written off At the end of the preceding period Recorded Cancelled after sales, transfers and decommissioning 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, licences, etc. 6 182.02 724.46 669.13 (27.33) (282.50) 7 265.79 4 622.04 491.11 433.02 (8.73) (422.34) 5 115.10 2 150.69 VIII Statement of intangible fixed assets The main investments by Kinepolis group in 2003 were in a new ERP package and a Balanced Scorecard application. The raising of the shareholding in the Nîmes (France) complex to 80% and the attendant change in consolidation method also increased this heading (€ 458.99). After amortization and other changes, the final balance of intangible fixed assets is € 2.15 million, consisting mainly of software licences and the business value (amortizable) of the abovementioned Nîmes complex. 8. Positive consolidation differences Positive consolidation differences (in .000 EUR) Net book value at end of preceding period Cancelled after sales, transfers and decommissioning New differences during the period Cancellation (Treviso) Amortization Net book value at end of period 19 680.01 16 515.50 7 063.39 (1 060.75) (2 838.13) 19 680.01 XII. Statement of consolidation differences This heading contains the differences expressed at the time of the first consolidation as at 1 January 1996, and those arising from the acquisition of participating interests in later periods. In 2003 positive consolidation differences rose significantly with the acquisition of Déficom’s holding in Kinepoleast, the holding company for the complex in Poznan, Poland. The capital increase in the Nîmes (France) complex also produced an increase. The company’s accounting rules require these consolidation differences to be amortized over 10 years. Amortization during 2003 amounted to € 2.8 million, giving a net book value of € 19.7 million. Annual report 2003 53 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group 9. Tangible fixed assets Tangible fixed assets declined in 2003 from € 260.3 million to € 240.4 million. Investments of € 9.2 million are significantly lower than in previous years (2002: € 13.8 million). The largest investments relate to the new complexes at Granada (Spain) and Nancy (France), adaptations to the parking facilities at Lomme (France) and replacement investments. Sold and decommissioned assets had a net book value of € 1.3 million. The changes in the scope of consolidation have had the effect of increasing this heading by € 1.6 million. Most of this increase is at Nîmes, which following the capital increase is now fully, instead of proportionally, consolidated. Depreciation during the year amounted to € 23.2 million, which is € 4.7 million less than in 2002 (€ 27.9 million). The falling parities of the Polish zloty and the Swiss franc produced translation differences which reduced the book value of fixed assets by a net € 5.6 million. Statement of tangible 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, transfers and decommissioning Translation differences Other changes At the end of the period Land & Building Plant, mach. & equipment Furniture & vehicles Leasing & tangible assets Other Assets in tangible production assets & prep. 289 253.70 94 049.09 10 889.27 28 944.88 5 279.08 4 457.67 1 162.11 (202.42) (1 208.70) (3 200.24) 6 092.88 291 897.33 2 708.33 (1 671.50) (54.74) (962.57) (2 201.35) 91 867.26 252.26 (137.33) 2 616.19 (322.39) 241.51 13 539.51 14.46 1.20 5 019.95 (512.87) 478.49 (145.00) 41.16 9 339.40 59 068.75 7 088.33 7 847.72 4 992.14 12 929.37 (1 037.77) 46.33 (239.76) (1 140.96) 64 255.66 7 559.07 (115.14) 2 584.53 (91.28) 88.53 10 642.74 1 087.77 1 648.99 27 611.60 2 896.76 15 225.29 15 225.29 C. Depreciation and amounts written down At the end of the preceding period 93 551.86 Movements during the period: Recorded Transfers and decommissioning (71.89) Transferred from one heading to another 157.04 Translation differences (202.25) Other changes 892.99 At the end of the period 107 257.12 D. Net book value at the end of the period Land and buildings IX. Statement of tangible fixed assets 54 184 640.21 (529.58) (3 095.68) (1 689.32) (3 643.64) 23 096.80 2 184.60 (523.56) (3 484.93) (161.41) (940.23) 7 871.51 1 507.21 677.40 9 339.40 10. Financial fixed assets Financial fixed assets (in .000 EUR) 1. Participating interests At the end of the preceding period Movements during the period: Acquisitions Sales and disposals Transfers from one heading to another Translation differences Other changes Share of result for the financial year At the end of the period Other enterprises 65.38 25.00 (0.23) 90.15 2. Amounts receivable and guarantees At the end of the preceding period Mutations de l'exercice: Additions Reimbursements Translation differences Other changes At the end of the period 358.43 155.29 (29.19) 484.53 X: Statement of financial fixed assets There were almost no changes in financial fixed assets during 2003. The acquisition of the non-consolidated participation mentioned above refers to Kortrijk Expo cbva, the company that operates the parking lot for the Kortrijk (Belgium) complex. 11. Amounts receivable after one year Amounts receivable after one year consist mainly of the long-term portion of investment grants attributed to the Lomme, Paris (Max Linder), Metz and Nîmes projects by the French government via the CNC (Centre National de la Cinématographie). Investment grants are included, after deducting deferred taxes, under the equity heading “investment grants” and are released into income pari passu with the depreciation of the various underlying investments. Disbursement of the investment grant by the CNC is directly linked to the taxes paid on cinema tickets sold. In 2003 these amounts receivable were discounted to their present value for the first time, with a negative income effect of € 0.54 million. The updating of the receivable in 2003 had a negative impact of € 0.54 on income. Amounts receivable after one year (in .000 EUR) Lomme Metz Nîmes Max Linder Discounting of receivables Other At the end of the period 14 623.22 6 159.74 377.01 415.55 (537.23) 2.33 21 040.62 Annual report 2003 55 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group 12. Stocks and contracts in progress Stocks and contracts in progress (in .000 EUR) Raw materials and consumables Goods for resale Technical support (Decatron) Cinema operation Contracts in progress At the end of the period 31/12/2002 147.31 1 454.57 773.35 681.22 114.87 1 716.75 31/12/2003 59.39 1 735.10 897.68 837.42 283.51 2 078.00 The stock of raw materials and consumables consists of the maintenance stores and smaller repair materials held by various operating companies. The stock of goods for resale can be broken down into those held by Decatron, consisting mainly of goods for the repair and/or maintenance of sound, projection and informatics equipment (for own and third party complexes) and the stock of snacks and drinks at the various complexes. The contracts in progress item represents the costs already incurred by Decatron in the construction of new complexes, more specifically at Nancy (France) and Granada (Spain). 13. Amounts receivable within one year Trade debtors The following table gives a comparison of trade debtors at balance sheet date, broken down by type of activity: Trade debtors (in .000 EUR) Cinema operations Other activities At end of the period 31/12/2002 11 783.80 1 778.27 13 562.07 31/12/2003 11 123.88 2 500.21 13 624.09 Unlike in previous years, the trade debtors of holding companies are now included under cinema operations, this being the activity to which they relate. Trade debtors includes under ‘other activities’ now consist mainly of outstanding receivables of KFD (distribution) and Decatron (technical services). The increase in trade debtors under other activities is due almost entirely to the much increased level of activity at KFD. Other amounts receivable The following table gives a comparison of other amounts receivable at balance sheet date, broken down by type of activity: Other amounts receivable (in .000 EUR) Cinema operations Other activities At the end of the period 56 31/12/2002 13 838.95 4 615.71 18 454.66 31/12/2003 12 928.37 605.09 13 533.46 This heading consists primarily of: Recoverable VAT balances to be recovered Recoverable taxes Investment grants to be received within the year under the French CNC scheme. • • • The recovery of substantial VAT amounts by Decatron in 2003s significantly reduced the balance of other amounts receivable-other activities. 14. Short-term investments and cash at bank and in hand Own shares The value of the own shares held by Kinepolis Group nv can be derived from the table below: Own shares (in EUR) 31/12/2002 Value at the end of the period 430 345 Number of shares 53 726 Average price per share 8.01 Euronext closing price 8.01 Latent capital gain 0 The ‘own shares’ heading shows a latent capital gain € 906 732 at the end of 2003. 31/12/2003 1 168 033 134 289 8.70 15.45 906 732 Short-term investments and cash at bank and in hand A cash pooling system ensures that temporary surpluses in one company are set of against cash deficits in another company under a so-called ‘zero balancing system'. The shares in CinemaxX AG (3 million shares) were fully written off in 2001. Kinepolis Group is still endeavouring to sell these shares, but the market conditions are far from favourable. 15. Deferred charges and accrued income This item consists primarily of expenditure already incurred for subsequent financial periods. The significant change from 2002 relates mainly to the absence of the advance lease rental payment at Cinecity Treviso, that was sold in 2003. 16. Equity The following table gives a view of the composition and evolution of the consolidated equity of the Kinepolis Group (In .000 EUR) Capital Share premium account Consolidated reserves Consolidation differences Translation differences Investment grants TOTAL EQUITY 31/12/2002 47 442.92 495.73 3 058.14 (96.43) 11 271.71 62 172.07 + 2 718.94 (883.54) 8.74 2 727.68 (8.74) (883.54) (151.34) (1 727.95) (732.87) (3 504.44) 31/12/2003 47 442.92 486.99 1 835.40 2 906.80 (1 815.64) 10 538.84 61 395.31 ‘XI. Statement of consolidated reserves’ is incorporated into the above table. Annual report 2003 57 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group The above table shows that equity remained almost unchanged during 2003, the year, with the positive impact of the result for the period largely neutralized by the negative effect of the translation differences owing to the loss of value against the euro of the Polish zloty and the Swiss franc. Negative consolidation differences fell with the sale or liquidation of a number of companies Negative consolidation differences (in .000 EUR) Net book value at the end of the preceding period – fully consolidated companies Changes Net book value at the end of the period – fully consolidated companies Net book value at the end of the preceding period – equity-consolidated companies Changes Net book value at the end of the period 31/12/2003 2 958.85 (52.06) 2 906.79 99.29 (99.29) 0.00 XII. Statement of consolidation differences Investment grants comprise the portion not yet released to income, after deduction of relevant deferred taxation, of investment grants received from the Belgian government for the cinema complex in Hasselt and from the French government (CNC) for the Lommes, Metz, Max Linder (Paris) and Nîmes projects. These grants are taken into income pari passu with the depreciation of the various elements of the underlying investments via the financial income heading. Changes in investment grants are shown in the table below: (in .000 EUR) 31/12/2002 Hasselt 73.88 Metz 3.300.74 Lomme 7 764.57 Max Linder 0.03 Nîmes 132.49 Investment grants 11 271.71 Change due to shift in consolidation method Attribution to minority interests (20.08%) + 561.84 561.84 (8.84) (328.56) (832.04) (0.03) (114.75) (1 284.22) Autres (10.48) (10.49) 132.50 (142.98) 31/12/2003 65.05 2 972.18 6 932.53 0.00 569 08 10 538.84 As this table shows, a new subsidy has been received for Nîmes, whilst the subsidy received in Paris has now been fully released into income. Finally, the capital increase at Nîmes has also affected this item as explained above. 58 17. Minority interests Minority interests record the share held by third parties in the equity of the companies in question. The changes in 2003 are due primarily to changes in the shareholding percentages of the companies concerned: (in .000 EUR) Treviso Kinepoleast Kinepolis Poznan Kinepolis Spzoo Nîmes Minority interests 31/12/2002 1 334.78 2 955.25 (420.29) (1 508.63) 2 361.11 + 528.38 528.38 (1 334.78) (2 955.25) 420.29 1 508.63 (2 361.11) 31/12/2003 0.00 0.00 0.00 0.00 528.38 528.38 18. Provisions for liabilities and charges, deferred taxes and latent tax liabilities Provisions for liabilities and charges This heading consists of the provisions made by individual companies for pensions, major repair and maintenance work and other liabilities and charges. The provisions for liabilities and charges amounted to € 3.94 million at the end of the year. During 2003 a provision for contractor’s claims in Poland was written back in an amount of € 0.9 million. Deferred taxes and latent tax liabilities Deferred taxes relate entirely to the future tax effect of the release of investment grants into income, as mentioned above. Latent tax liabilities relate to theoretical taxation on the difference between depreciation charges as recorded in the present consolidation, and fiscally accepted depreciation rates. Since 2003 the valuation rules have been altered in that where fiscally carryforwardable losses exist, these latent tax liabilities are reduced by the tax benefits deriving from these carryforwardable losses. Latent tax assets are, however, never recorded. The change had a positive income impact of € 0.4 million. (in .000 EUR) Hasselt Metz Lomme Max Linder Nîmes Deferred taxes Latent tax liabilities Deferred taxes and latent tax liabilities 31/12/2003 45.87 1 553.76 3 624.08 0.00 372.25 5 595.96 556.87 6 152.85 Annual report 2003 59 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group 19. Amounts payable Amounts payable at the end of 2003 and their development over time are shown below: (in .000 EUR) Long-term financial debts Current portion of long-term financial debts Short-term financial debts Trade debts Advances received Taxes Remuneration and social security Other amounts payable Accrued charges and deferred income Total 31/12/2002 160 383.15 26 669.32 30 245.24 37 059.37 144.13 6 142.87 5 680.85 2 554.05 14 542.50 283 421.49 31/12/2003 139 218.91 25 444.49 8 047.26 36 842.36 31/12/2002 160 383.15 26 669.32 30 245.24 (5 949.44) (430.45) (12 732.42) 198 185.40 31/12/2003 139 218.91 25 444.49 8 047.26 (7 436.81) (1 968.03) (12 282.38) 151 023.43 11 5 12 17 257 770.87 834.32 048.07 987.80 194.08 The following table shows the development of the Net Financial Debt position: (In .000 EUR) Long-term financial debts Current portion of long-term financial debts Short-term financial debts LT portion of subordinated loan from GIMV Short-term investments Cash at bank and in hand Net Financial Debt The above table shows that the Kinepolis group once again sharply reduced its net financial debt position (2003: -24%; 2002: 22%), despite borrowings under the new credit facility for the construction of the Granada complex and the increase due to the full consolidation of the debt in Nîmes (now fully instead of partially consolidated following the increase in the shareholding percentage). Financial debt payable after one year breaks down into: Financial debts (in .000 EUR) Subordinated loans Unsubordinated loans Leasing and similar Credit institutions Other loans Total at end 2003 Total at end 2002 XIII. Statement of debts A. Breakdown by residual term 60 Payable within one year Payable after 1 year and within 5 years 7 436.81 Payable within 5 years 4 646.93 20 797.56 16 525.12 80 487.15 25 444.49 26 669.33 104 449.08 109 328.21 1.72 34 527.04 241.08 34 769.84 51 054.93 Trade debts and remuneration and social security payable are at a comparable level with last year. Tax liabilities have risen sharply (€ 11.8 million at end-2003 as against € 6.1 million at end-2002). This increase needs, however, to be viewed in conjunction with the advance tax payments included under other amounts receivable. Other amounts payable rose from € 2.6 million at the end of 2002 to € 11.2 million at the end of 2003. The main components (and changes since 2002) in this item are an advance payment of € 3.8 million received from the sale of a plot of land in the Granada (Spain) project, the € 5.5 million debt to Déficom from the purchase of the remaining shares in Kinepoleast, the holding company for the Polish complex at Poznan, and the € 1.03 increase in the royalties payable by Kinepolis Film Distribution. Debts guaranteed by real guarantees given or irrevocably promised on assets of companies included in the consolidation (in .000 EUR) Financial debts 1 Subordinated loans 2 Unsubordinated bonds 3 Leasing and similar debts 4 Credit institutions 5 Other loans Trade debts Other amounts payable Total 31/12/2003 14 459.77 130 452.63 XIII. Statement of debts B. guarantees Accrued charges and deferred income rose by € 3.4 million to € 18.0 million. Almost the entire increase relates to advance payments for screen advertising. This heading also contains the income still be recognized from unredeemed vouchers. Income from the sales of these vouchers is recognized only when the vouchers are presented at the box office. Accrued interest charges and other charges make up the remaining balance. 20. Operating income Turnover In 2003, Kinepolis recorded turnover of € 191.4 million, down 7.6% on 2002. This turnover can be broken down as follows: Turnover (in .000 EUR) Cinema activities Mature complexes Non-mature (new) complexes Other activities Total 31/12/2002 202 750.98 159 319.22 43 431.76 4 425.20 207 176.18 31/12/2003 186 868.75 168 238.70 18 630.05 4 576.69 191 445.44 New in 2003: Valencia, Poznan. New in 2002: Braine-L’Alleud, Nîmes, Valencia, Pioltello, Treviso, Poznan, Schaffhausen Annual report 2003 61 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group The presentation of this item has been adjusted slightly since last year in that income generated by the holding companies, previously shown under ‘other activities’, is now included under ‘cinema activities’. This overview shows that the number of new complexes has decreased significantly, as these complexes mature or are sold. Turnover from other activities consists primarily of the turnover of KFD (film distribution), Decatron (technical services) and KFP (film production). Turnover at KFD has risen significantly, owing mainly to a small number of Flemish films (Alzheimer, Team Spirit 2). On the other hand, turnover at Decatron, which last year generated a number of invoices in relation to the Valencia and Turnhout projects, fell sharply. In the absence of productions, no turnover was recorded in this activity. The geographical breakdown of the turnover from cinema operations is as follows: Turnover (in .000 EUR) Belgium France Spain Italy Other Total 31/12/2002 102 041.41 42 117.59 33 929.99 14 270.12 10 391.87 202 750.98 % 50.33% 20.77% 16.73% 7.04% 5.13% 31/12/2003 98 529.59 42 149.15 33 425.68 3 255.44 9 508.89 % 52.73% 22.56% 17.89% 1.74% 5.09% 186 868.75 The above table should be interpreted in the light of changes in the scope of consolidation and the effects of exchange rate fluctuations. The 2002 figures include the Pentascoop (Belgium) and Pioltello (Italy) complexes, whilst in 2003 the Treviso complex was included for five months until its sale in May. On a like-for-like basis (i.e. excluding the sold entities), turnover from cinema activities decreased by just 2.4% from € 188.1 million to € 183.6 million. Turnover in the other countries (Poland and Switzerland) rose in local currency, but fell in euros owing the lower parities of the currencies in question. Total group turnover in Belgium is as follows: Turnover (in .000 EUR) Belgium 31/12/2002 106 466.60 31/12/2003 103 106.28 Statement XIV. A.2. Total group turnover in Belgium Other operating income Other operating income consists mainly of income from the renting of concessions, car parks and advertising space. 62 21. Operating charges and operating result Operating charges (in .000 EUR) Raw materials, consumables and goods for resale Services and other goods Remuneration, social security costs and pensions Ther operating costs Sub-total A Depreciation, amounts written off and provisions Amortization of consolidation differences Sub-total B Total operating charges (A+B) Operating income C Operating result EBIT (C – A – B) EBIT as % of operating income (EBIT margin) EBITDA (C – A) EBITDA as % of operating income (EBITDA margin) 31/12/2002 74 096.52 47 372.86 34 755.60 11 939.78 168 164.76 32 112.99 2 473.41 34 586.41 202 751.17 213 474.27 10 723.09 5.02% 45 309.51 21.22% 31/12/2003 70 003.22 43 749.87 32 108.74 9 481.46 155 343.29 25 450.22 2 838.13 28 288.34 183 631.63 198 072.00 14 440.37 7.29% 42 728.71 21.57% Total operating charges declined in 2003 to € 183.63 million. Most of this fall relates directly to the decrease in operating income. Raw materials, consumables, services and other goods and other operating charges Operating of cinema complexes The main direct income and charges at any cinema complex are: Income Box office (ticket sales) Food & Beverage Sales Media sales (screen advertising, events, partnerships, barter deals...) Renting of concessions Direct charges City taxes, royalties, film rental costs Food & Beverage Purchases Directly attributable media sales costs (catering, etc.) Commissions, etc. As well as these specific costs, operating companies have to bear other costs, primarily: Rental costs: these are limited as most of the land and buildings are company-owned. Rent is paid in Brussels, Metropolis, Max Linder, Lomme, Valencia and Treviso Levies and taxes on all sorts of movable and immovable assets Maintenance and decoration Electricity, gas and water • • • • Annual report 2003 63 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group Other activities Other activities generate the following direct income and charges Income Film distribution (KFD) Film production (KFP) Technical services (Decatron) Direct charges P&A (print & advertising) costs, royalties Direct film production charges Purchases of materials, project costs Apart from these direct charges, the indirect charges are largely the same as for cinema activities. Depreciation, amounts written off and provisions (in .000 EUR) Depr. & amounts written off formation expenses & (in)tangible F.A. Amounts written off stocks, orders in progress and trade debtors Provisions for liabilities and charges Total 31/12/2002 30 137.71 809.31 1 165.97 32 112.99 31/12/2003 24 754.01 838.10 (141.89) 25 450.22 The reduction in depreciation is due mainly to changes in the scope of consolidation. Amounts written off stocks, orders in process and trade debtors are at a similar level to the previous year. The main item in provisions for liabilities and charges is the setting up in 2002 and the reversal in 2003 of a provision of € 900,000 to cover a contractor's claim in Poland. Amortization of positive consolidation differences In accordance with the group’s valuation rules, all expressed positive consolidation differences are amortized over 10 years. The increase compared with 2002 is due primarily to additional amortization of the goodwill arising last year on the Polish complex. 22. Financial result (in .000 EUR) Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income Financial charges A. Debt charges B. Amortization of positive consolidation differences C. Amounts written off current assets D. Other financial charges Financial result 31/12/2002 5 756.15 350.74 1.484.11 3.921.30 (22 390.75) 15 226.85 31/12/2003 2 634.62 430.79 74.17 2 129.67 (13 451.26) 10 094.21 668.60 6 495.29 (16 634.60) (195.33) 3 552.37 (10 816.64) The main components of the financial result are debt charges (interest on outstanding borrowings), translation differences and the net cost of hedging open positions in foreign currencies, investment grants received (net of latent (shouldn’t this be: deferred) taxation, the cost of discounting these investment grants to current value, revaluations of own shares and bank charges. 64 Debt charges fell sharply in 2003, mainly owing to the reduction in debt, but also to lower interest rates and better conditions obtained owing to the lower debt position. Results from exchange rate losses and the covering of open positions evolved favourably from € -3.0 million in 2002 to € -1.6 million in 2003. Most of this result was realized during the first quarter of 2003. Until then only around 70% of the total open position in foreign currencies was hedged. A sharp fall in the Polish zloty and the Swiss franc produced a significant exchange loss. In March 2003 the decision was taken to almost fully hedge the exchange risk. In 2003 it was decided to discount the outstanding amount of capital subsidies still to be received from the French CNC to their net present value. The effective payment of these subsidies is linked to ticket sales. This discounting produced a charge of € 0.5 million. 23. Extraordinary results The extraordinary results consist principally of realised capital gains on the sale of the shareholdings in Cinecity Treviso (Italy) and RMBe (Belgium). 24. Withdrawals from and transfers to deferred taxes and latent taxes This item consists mainly of changes in deferred taxes produced by the release of capital subsidies pari passu with the depreciation of the related investments (see also notes 16 and 18). This heading also contains changes in latent tax liabilities, calculated on differences between the accounting and fiscal depreciation of tangible fixed assets held by various companies. In 2003 it was decided to reduce existing latent tax liabilities by calculated latent tax assets deriving from fiscally carryforwardable losses, but only up to the amount of these latent tax liabilities. This change had a positive impact of € 0.4 million. 25. Taxes Taxes declined from € 5 573.84 in 2002 to € 4 472.83 in 2003, reflecting mainly lower pre-tax results in Belgium and Spain. 26. Average number of persons employed and personnel charges Fully consolidated companies Average number of persons employed Blue-collar workers White-collar employees Manager Other Average number of persons (in .000 EUR) Employed in Belgium by enterprises of the Group 31/12/2002 1 337 861 448 28 31/12/2003 1 312 858 426 28 34 231.65 710 32 108.74 719 Entreprises consolidées par intégration proportionnelle Average number of persons employed Blue-collar workers White-collar employees Manager Other Total Employed in Belgium 31/12/2002 30 14 16 31/12/2003 523.95 Statement XIV. B Average number of persons employed and personnel costs Annual report 2003 65 KINEPOLIS EXPERIENCE Consolidated annual accounts of Kinepolis Group 27. Rights and commitments not reflected in the balance sheet Real guarantees, given or irrevocably promised by companies included in the consolidation on their own assets, as security for debts and commitments, (in '000 EUR): 306 987.89 Other rights and commitments • Kinepolis has an obligation to purchase a plot of land at Nancy (France). • The minority shareholder in Forvm Kinepolis has a call-option on up to 25% of the shares until 4 July 2008 at a price • • • • related to EBITDA. The minority shareholder in Forvm Kinepolis has a put option on its shares, as soon as its shareholding falls under 20%, at a price related to EBITDA. Kinepolis has a number of outstanding IRS and FRA contracts in a total amount of € 16 268 438 (IRS) and € 262 573 221 (FRA), on which fixed interest is paid and floating rate interest received. (pls check sentence) Kinepolis has hedging contracts outstanding in respect of PLN to cover € -denominated debts contracted in Poland. Under these contracts PLN are sold against EUR in a total amount of EUR 18,011,389. Kinepolis has hedging contracts outstanding in respect of CHF to cover €-denominated debts contracted in Switzerland. Under these contracts CHF are sold against € in a total amount of € 10,262,792. 28. Financial relationships with directors of the consolidating company (parent company) (in .000 EUR) A. Total amount of remuneration granted to directors 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 XVII. Statement of financial relationships with directors 66 31/12/2003 1 554.72 0 AUDITOR’S REPORT Statutory auditor's report on the consolidated accounts of Kinepolis Group nv submitted to the general shareholders' meeting Consolidated accounts for the year ended December 31, 2003 In accordance with legal and statutory requirements, we are reporting to you on the completion of the mandate, which you have entrusted to us. We have audited the consolidated financial statements for the year ended December 31, 2003 with a balance sheet total of € 329.210.(000) and a share of the group in the profit for the year of € 2.719.(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, 2003 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, April 27, 2004 Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren - Reviseurs d'Entreprises Statutory Auditor represented by L. Ruysen Company Auditor Annual report 2003 67 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group DISCUSSION OF THE ORDINARY ACCOUNTS 1. Comments on the ordinary annual accounts of Kinepolis Group nv The shareholders’ equity of Kinepolis Group nv amounted at 31 December 2003 to € 104.89 million compared with € 55.49 million at the end of 2002. This increase of € 49.4 million is primarily due to the profit for the year. The balance sheet decreased to € 178 108 622.19 compared with € 213 029 523 at the end of 2002. This decrease is due to a slightly adjusted presentation of the netting system.. 1.1. Ordinary balance sheet: discussion of the most important asset items 1.1.1. Formation expenses The change in formation expenses is explained by the amortization of costs relating to the stock exchange introductions (IPO and SPO), mainly the costs of drawing up the prospectus, fees for external advisers, the audiovisual presentation and the share placement commission. The costs in question are being amortized over five years. 1.1.2 Financial fixed assets The main changes during the financial year relate to: • the purchase of the remaining shareholding in Kinepoleast • the sale of the shareholding in Treviso • the sale of the shareholding in Kine Invest (to group companies) • the sale of the shareholding in Kinepolis Espana (to group companies) • the closing and liquidation of a number of smaller companies. Together these items have produced a fall of € 10.94 million. 1.1.3. Amounts receivable within one year The decrease in trade debtors is due mainly to a well-functioning system for netting inter-company receivables and payables. The rise in other amounts receivable is due to a slightly adjusted presentation of this netting system. 1.1.4. Short-term investments and cash at bank and in hand Own shares have increased with purchases on various occasions during the year. Cash at bank and in hand have also increased as a result of the improved result. Additional improvement of the levelling system has permitted a further optimisation between short-term investments, cash at bank and in hand and financial debts. 68 1.2. Ordinary balance sheet: discussion of the most important liabilities items 1.2.1. Capital, share premium account and profit carried forward The profit carried forward and the reserves have risen significantly owing to the better result for the year. The unavailable reserves have increased with a larger number of own shares. 1.2.2. Amounts payable after one year The decrease in amounts payable after one year is due to the acceleration of the repayment programme. 1.2.3. Amounts payable within one year The decrease in financial debts relates to the further optimisation of the levelling system, which has been discussed earlier. The increase in other amounts payable can be ascribed primarily to the purchase of the participation in Kinepoleast, which was paid for only at the start of 2004. The other amounts payable have remained almost unchanged. 1.3. Discussion of the ordinary income statement for the year ended 31 December 2003. The result for the financial year increased by € 46.4 million from € 3.0 million to € 49.40 million. This figure includes an extraordinary result of € 33.50 million compared with an extraordinary result of € 8 million in 2002. The operating result almost doubled from € 1.78 million in 2002 to € 3.62 million in 2003, owing mainly to a decrease in operating charges. The financial result, without the previous year's write-down, rose from € - 2.56 million to € 12.27 million, owing mainly to the receiving of an intra-group dividend. Annual report 2003 69 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group ORDINARY BALANCE SHEET OF KINEPOLIS GROUP ASSETS (in .000 EUR) FIXED ASSETS Formation expenses 2003 70 219.92 126.12 2002 81 366.95 556.46 Intangible fixed assets 402.25 102.13 Tangible fixed assets B. Plant, machinery and equipment C. Furniture and vehicles E. Other tangible fixed assets 189.55 150.89 31.87 6.79 265.45 221.70 36.95 6.79 69 501.99 69 452.41 69 452.41 49.58 49.58 80 442.92 80 393.34 80 393.34 49.58 49.58 107 888.70 103 786.85 4 494.73 99 292.12 131 662.57 85 427.30 19 063.49 66 363.81 Short-term investments A. Own shares B. Other investments 1 168.03 1 168.03 430.35 430.35 Cash at bank and in hand 2 508.33 45 396.30 425.79 408.63 178 108.62 213 029.52 Financial fixed assets A. Associated enterprises 1. Participating interests B. Other enterprises linked by participating interests 1. Participating interests, shares and deposit certificates CURRENT ASSETS Amounts receivable within one year A. Trade debtors B. Other amounts receivable Deferred charges and accrued income TOTAL ASSETS 70 LIABILITIES (in .000 EUR) CAPITAL AND RESERVES Capital A. Issued capital Share premium account A. Legal reserves B. Reserves not available for distribution 1. In respect of own shares held D. Reserves available for distribution Accumulated profits/losses 2003 104 005.80 47 442.92 47 442.92 7 478.46 3 461.63 1 168.12 1 168.12 2 848.72 49 084.41 2002 55 486.41 47 442.92 47 442.92 4 465.97 991.48 625.77 625.77 2 848.72 3 577.52 PROVISIONS FOR LIABILITIES AND CHARGES A. Provisions for liabilities and charges 1 Pensions and similar obligations 4 Other liabilities and charges CREDITORS Amounts payable after one year A. Financial debts 1. Subordinated loans 4. Credit institutions 520.38 520.38 420.38 100.00 73 582.45 33 622.31 33 622.31 7 436.81 26 185.51 52.00 52.00 52.00 157 37 37 5 31 491.12 667.54 667.54 949.44 718.09 Amounts payable within one year A. Current portion of amounts payable after one year B. Financial debts 1. Credit institutions 35 6 5 5 117 7 101 101 732.62 041.19 250.29 250.29 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 4 764.36 4 764.36 295.71 13.40 282.32 19 011.83 4 335.29 4 321.58 4 321..58 1 039.98 454.23 585.75 4 079.57 2 090.96 178 108.62 213 029.52 TOTAL LIABILITIES Annual report 2003 624.84 532.58 020.36 020.36 71 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group ORDINARY INCOME STATEMENT Description (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. Interest and other debt charges B. Losses on current assets C. Other financial charges Profit / (loss) on ordinary activities before tax Description ( in .000 EUR) Extraordinary income D. Gain on disposal of fixed assets E. Other extraordinary income Extraordinary charges E. Loss on disposal of fixed assets Result for the period before taxes Income taxes A. Taxes Profit / (loss) for the period 72 2003 19 657.72 17 598.44 2 059.28 (16 037.02) 674.16 674.16 10 063.16 3 918.07 2002 23 834.12 17 398.14 6 435.98 (22 056.05) 151.20 151.20 15 546.62 5 066.87 900.69 1 225.92 468.38 12.56 3 620.70 17 781.58 12 059.01 5 065.66 656.91 (5 508.22) 5 018.18 52.00 13.44 1 778.07 6 635.65 1 598.05 5 016.54 21.06 (13 346.28) 8 279.33 4 150.22 916.72 (4 932.56) 490.03 15 894.05 2003 33 553.64 33 533.41 0.22 (44.76) 44.76 49 402.93 49 402.93 2002 8 000.08 8 000.08 3 067.52 (63.33) (63.33) 3 004.19 ORDINARY APPROPRIATION OF THE RESULT Description ( in .000 EUR) A. PROFIT TO BE APPROPRIATED Perte à affecter (-) 1. Profit/(loss) for the period available for appropriation 2. Profit/(loss) brought forward from previous year B. TRANSFERS FROM CAPITAL AND RESERVES 1 From capital and the share premium account 2. From reserves (Gunther: I have corrected what was a major blunder last year) C. APPROPRIATIONS TO CAPITAL AND RESERVES Allocation to legal reserves 3. To other reserves D. RESULT TO BE CARRIED FORWARD 2. Profit / (loss) to be carried forward F. PROFIT FOR APPROPRIATION 1.Allocation to capital I. STATEMENT OF FORMATION EXPENSES (in .000 EUR) Net book value at the end of the preceding period Movements during the year: New expenses during the period - Amortization Net book value at end of period: of which: - Restructuring costs 2003 52 980.45 49 402.93 3 577.52 178.35 178.35 (3 190.85) 2 470.15 720.70 2002 (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 (49 084.41) (883.54) (3 577.52) 556.46 1 419.49 132.75 (563.08) 126.12 126.12 49.03 (912.06) 556.46 416.70 323.65 494.79 911.49 93.05 416.70 314.57 233.80 194.67 509.24 402.25 80.77 314.57 102.13 II. 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 At the end of the period C. AMORTIZATION 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 THE PERIOD (A) - (C) Annual report 2003 73 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group III. STATEMENT OF TANGIBLE FIXED ASSETS (in .000 EUR) A. PURCHASE COST At the end of the preceding period Movements during the period - Acquisitions, including fixed assets - own construction - Transferts et désaffectations At the end of the period C. DEPRECIATION AND AMOUNTS WRITTEN OFF At the end of the preceding period Movements during the period: - Recorded - Written down after sales and disposals At the end of the period D. NET BOOK VALUE AT THE END OF THE PERIOD (B) - (C) Plant, machinery and equipment Furniture and vehicles 1 012.84 361.27 113.26 (323,78) 802.32 18.55 379.81 791.14 324.32 119.32 (259.02) 651.43 150.89 23.63 347.95 31.87 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 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 NET BOOK VALUE AT THE END OF THE PERIOD 74 Affiliated enterprises Companies with participating interest 80 393.34 49.58 5 634.16 (16 575.08) 69 452.41 69 452.41 49.58 49.58 A. Participating interests and corporate rights in other enterprises Corporate rights held by Name and registered office the company (directly) QTY SA DECATRON Kampioenschapslaan 1 1020 Brussels, BELGIUM BE 424.519.114 Ordinary shares 82 467 SA KINEPOLIS MEGA Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 430.277.746 Ordinary shares 20 439 SA KINEPOLIS FILM DISTRIBUTION Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 445.372.530 Ordinary shares 199 SA MAJESTIEK INTERNATIONAL Val Sainte Croix, 7 L 1371 Luxembourg, LUXEMBURG Ordinary shares 449 SA EUROPEAN MEGA CINEMA Val Sainte Croix, 7 L 1371 Luxembourg LUXEMBURG Ordinary shares 16 999 SPRL KINEPOLIS FILM PRODUC. Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 459.997.061 Shares without nominal value 749 SA C.C.I.&H. Sint-Truidersteenweg 26 3540 Herk-de-Stad, BELGIUM BE 455.740.543 Ordinary shares 248 % subsidiaries Data obtained from last available financial statement Financial Currency Capital and statement as at reserves % Net result (+) of (-) 99.99 0.01 31/12/2002 EUR 3 763 847 (165 346) 99.99 0.01 31/12/2002 EUR 11 250 069 3 825 839 99.50 0.50 31/12/2002 EUR 54 395 (302 118) 99.78 0.22 31/12/2002 EUR 2 083 749 (252 168) 99.99 0.01 31/12/2002 EUR 3 752 411 182 046 99.87 0.13 31/12/2002 EUR (892 232) (551 240) 99.20 0.80 31/12/2002 EUR 851 790 (3 449) Annual report 2003 75 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group Corporate rights held by Name and registered office SA C.C.E. LIEGE Universiteitslaan 11 3500 Hasselt, BELGIUM BE 459.469.796 Ordinary shares SA IMMO ROC Sint-Truidersteenweg 26 3540 Herk-de-Stad, BELGIUM BE 459.466.234 Ordinary shares KINEPOLIS MULTI SA President Kennedylaan 100b 8500 Kortrijk, BELGIUM BE 434.861.589 Ordinary shares SA BRUVISION Kampioenschapslaan 1 1020 Brussels, BELGIUM BE 418.314.676 Ordinary shares BV KINEPOLEAST Burgemeester Rijnderslaan 10 1185 Amstelveen, NL Ordinary shares 15 SA IMAGIBRAINE Boulevard de France 1420 Braine l’Alleud, BELGIUM BE 462.688.911 Ordinary shares EUROCASINO SA Jean Dubrucqlaan 160 1080 Brussels, BELGIUM BE 467.730.238 Ordinary shares SA Megatix Eeuwfeestlaan 20 1020 Brussels, BELGIUM BE 462 123 341 Ordinary shares 76 the company (directly) subsidiaries Data obtained from last available financial statement Financial Currency Capital and statement as at reserves % Net result QTY % 13 471 99.95 0.05 31/12/2002 EUR 4 223 703 (100 245) 998 99.80 0.20 31/12/2002 EUR 368 768 46 999 78 803 99.89 0.01 31/12/2002 EUR 24 080 797 4 476 278 2 0.05 99.95 31/12/2002 EUR (339 018) (297 425) 134 850 86.63 13.37 31/12/2002 EUR 15 852 903 (735 379) 99 999 99.99 0.01 31/12/2002 EUR 963 054 (214 700) 1 900 19.00 31/12/2002 EUR 39 492 11 597 499 99.80 31/12/2002 EUR 935 707 693 101 0.20 (+) of (-) Corporate rights held by Name and registered office KINEPOLIS Nacka Västra. Hamngatan 24 41117 Göteborg SWEDEN Ordinary shares SA KINEPOLIS ESPANA Calle Edgar neville Pozuelo de Alarcon 28223 Madrid, SPAIN Ordinary shares SA KINEPOLIS HOLDING PB 325 10 4330 AH Middelburg THE NETHERLAND CinemaxX AG (Consolidé) Mittelweg 176 20148 Hamburg, GERMANY Ordinary shares the company (directly) subsidiaries Data obtained from last available financial statement Financial Currency Capital and statement as at reserves % Net result QTY % (+) of (-) 1 000 99.99 0.01 31/12/2002 SEK 748 119 648 119 95 0.46 99.64 31/12/2002 EUR 9 246 181 639 267 4 100 31/12/2002 EUR (1 348 944) (73 480) 3 000 000 25 31/12/2002 EUR (7 970 857) (25 104 543) VII. Deferred charges and accrued income (in .000 EUR) Interest receivable Costs of partnerships to be carried forward Cost to be carried forward 2003 207.76 180.61 37.12 VIII. Statement of capital (in .000 EUR) Capital A. share capital 1. Issued capital At end of the preceding period 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 Number of shares 47 442.92 47 442.92 C. Own shares held by: - the company D. Commitments to issue shares * Incorp. premiums Annual report 2003 47 442.92 6 930 778 Capital 5 172 550 1 758 220 Number of shares 1 168.03 134 289 77 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group 2. following the exercise of subscription rights - Outstanding subscription rights - Amount of capital to be issued - Maximum number of shares to be issued 248 250 2 996.73 294 250 Capital Number of shares 45 428.70 E. Authorised capital not issued G. Shareholder structure of the company at balance sheet date, as evidenced by the declarations received by the company hareholder Shareholder Number of shares Kinohold bis and CCM&H 4 419 313 GIMV nv * 686 860 Kinepolis Group 134 289 Public 1 690 316 Total 6 930 778 % 63.76% 9.91% 1.94 % 24.39% 100% IX. provisions for liabilities and charges (in .000 EUR) 2003 Breakdown of item 163/5 where this contains a significant amount - Provision for charges relating to foreign participations 100.00 X. Statement of amounts payable (in .000 EUR) A. Breakdown of amounts originally payable after more than one year, by residual term debts with a residual term of Maximum More than one year More than one year but maximum five years five years Financial debts 6 532.58 28 793.72 4 828.59 1. Subordinated loans 7 436.81 4. Credit institutions 6 532.58 21 356.91 4 828.59 Total 6 532.58 28 793.72 4 828.59 DEBTS GARANTEED BY B. Garanteed debts Financial debts Real guarantees, given or irrevocably promised on the assets of the enterprises 4. Credit institutions 32 718.09 C. Liabilities concerning: taxes, remuneration and social security 1. Taxes b) Non-lapsed tax liabilities 2. Remuneration and social security b) Other payroll and social security liabilities XI. Accrued charges and deferred income (in .000 EUR) Income from screen publicity to be carried forward Provisions for interest payments Provisions for consultants’ fees Other 78 * On 19.03.2004, GIMV sold its entire shareholding in Group Kinepolis SA. The above-mentioned contractual provisions therefore no longer apply. 2003 13.40 282.32 2003 3 500.00 600.82 140.00 94.47 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 2003 2002 38 53.2 90 076 71 69.6 118 688 C2. Personnel costs (in .000 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 2 732.92 882.54 108.89 193.73 3 571.92 1 028.31 127.59 339.06 C3. Provisions for pensions (in .000 EUR) Increase, pension payments, write-backs E. F. 52.00 Other liabilities and charges (in .000 EUR) Increase Other operating charges (in .000 EUR) Taxes and duties on the conduct of the business Other G. Temporary staff and persons placed at the company's disposal 1. Total number at balance sheet date 2. Average number in full-time equivalents No. of hours actually worked Expenses borne by the company XIII. Financial results (in .000 EUR) A. Other financial income Positive exchange differences Other financial income 468.38 52.00 0.65 11.91 5.33 8.11 1 0.5 886 51.34 1.6 3 152 181.85 2003 2002 28.10 13.77 6.37 14.68 D. Depreciation and amounts written down on intangible assets Recorded E. Other financial charges Bank charges Other financial charges Negative exchange differences 4 150.22 93.64 317.33 10.00 163.65 36.55 716.53 XV. Income taxes (in .000 EUR) 2003 B. Main sources of differences between profit before taxes and the estimated taxable profit - Losses carried forward 5 000.90 - Capital gains and liquidation surpluses 33 852.69 Annual report 2003 79 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group XVI. Other taxes and taxes supported by third parties (in .000 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 2003 2002 3 249.80 4 656.75 2 905.99 3 998.31 891.40 1 278.57 XVII. Off-balance sheet rights and commitments (in .000 EUR) Real guarantees given or irrevocably promised by the company on its own assets Pledge of other assets Book value of pledged assets Where applicable, a brief description of the rules concerning supplementary retirement or survivor’s pension for employees or managers, mentioning the measures taken to cover the ensuing costs. Current IRS contracts in an amount of € 16 271.44 and the FRA contracts in an amount of € 167 721.47 2003 39 846.93 XVIII. Relationships with associated undertakings and undertakings in which the company had a participating interest (in .000 EUR) associated enterprises enterprises in which the company has a participating interest 2003 2002 2003 2002 1. Financial fixed assets 69 452.41 80 393.34 49.58 49.58 - Participating interests 69 452.41 80 393.34 49.58 49.58 - Amounts receivable 2. Amounts receivable 100 262.18 81 524.11 - For a term not exceeding 1 year 100 262.18 81 524.11 4. Amounts payable 11 668.36 4 818.83 - For a term not exceeding 1 year 11 668.36 4 818.83 associated enterprises 2003 2002 7. Financial results - Income from financial fixed assets 12 059.01 1 598.05 - Income from current assets 5 065.66 5 016.54 - Other financial income 41.87 21.06 - Interest and other debt charges 5 018.18 8 279.33 - Other financial charges 420.98 916.72 8. Disposal of fixed assets - Gains on disposals 33 525.67 - Losses on disposals XIX. Financial relationships with A. Directors and general managers 4. Direct and indirect remuneration and and pensions charged against the income statement, as long as this disclosure does not concern exclusively or mainly the situation of a single identifiable person: - to directors and general managers: I. Statement of persons employed 80 8 000.08 2003 829.03 SOCIAL BALANCE SHEET A. Employees entered on the register of personnel 1. During the year and in the previous year 1. Full-time 2. Part-time 2003 0.5 886 51.24 2003 2.7 5 658 282.10 2003 53.2 90 076 3 918.07 52.96 2002 69.6 118 688 5 066.87 69.95 1. Full-time 2. part-time 3. Total in full-time equivalents 34 4 36.3 34 4 36.3 17 17 1 3 17.8 18.5 34 4 36.3 Average number of employees No. of hours actually worked Personnel costs (in .000 EUR) Benefits in addition to wages 3. Total (T) in 4. Total (T) in full-time full-time equivalents equivalents (ETP) (ETP) 2. On balance sheet date a. No. of employees entered on the register of personnel b. By type of employment contract Permanent contract c. By gender Men Women d. By occupational category White-collared workers Employees B. Agency staff and persons made available to the company Average number of persons employed No. of hours actually worked Costs to the company (in .000 EUR) II. Schedule of personnel movements during the year A. Entering service a. No. of employees added to the register of personnel during the year b. By type of employment contract Permanent contract Fixed-term contract c. By gender and educational level Men: Secondary education Women: Secondary education 2003 0.5 886 51.24 23 2 23.7 10 13 2 10.7 13.0 11 12 Annual report 2003 11.0 2 12.7 81 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group 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 employment contract Permanent contract Fixed-term contract c. By gender and educational level Men: Secondary education Women: Secondary education d. By reason for terminating the contract Dismissal Other reason 1. Full- time 2. Part- time 3. Total in full- time equivalents 59 2 60.6 46 13 2 47.6 13.0 26 26.0 33 2 34.6 6 53 1 1 6.8 53.8 III. Statement on the use of measures to promote employment during the financial year Measures to promote employment 1. Number Measures (in .000 EUR) 1.6. Structural reduction in social security contributions Other measures 2.4 Reduction of personal social security contributions for low-paid workers Number of employees affected by one or more measures to promote employment Total for financial year Total for previous financial year 82 Number of employees concerned 2. In full-time 3. Financial equivalents advantage 78 76.0 1 1.0 79 84 77.0 82.2 69.50 VALUATION RULES 1. Principle The valuation rules are determined in accordance with the provisions of Chapter II of the Royal Decree of 30 January 2001 and the former 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 1. Industrial, administrative or commercial buildings 2. Plant, machinery and equipment (on lease) 3. Vehicles 4. Office equipment and furniture method L (straight) line Basis NR (non revalued) L L L L L L L L depreciation percentage Capital Sum min-max Additional cost NG 5% - 20% 5% - 20% 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 tax provisions. Expenditure on conversions, major 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. Annual report 2003 83 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group 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 or 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 Credit balances, debts and obligations in foreign currency are converted at a fixed exchange rate, which is adjusted monthly. Translation gains or losses therefore occur when these are settled. In addition, credit balances and debts in foreign 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. 84 TRANSITION TO IAS / IFRS Kinepolis Group has already devoted much time in recent months to the conversion to IAS / IFRS. A project group has been set up, consisting of the IFRS project leader, the CFO, the National and International Controller and a representative of the statutory auditor. This project group met regularly to examine the impact of the IAS standards that could affect the Kinepolis Group. The entire IAS conversion is being implemented in a number of project phases, that can be summarised as follows: • June – December 2002: Initial IAS training for all bookkeeping staff and other persons concerned. Definition, in consultation with the statutory auditor, of the main IAS standards that will affect the enterprise. • Jan – Sept 2003: Closer examination, based on the data at 31 December 2002, of the items influenced by IAS. • Oct – Dec 2003: Preparation of the IAS valuation rules, development of a new reporting package, and preparations for IAS training tailored to the Kinepolis Group. • Jan – March 2004: IAS training given during the first quarter of 2004 to all bookkeeping staff. Opening balance at 1 January 2004 reported by all group companies. • Apr – July 2004: The provisional final phase consists of controlling and consolidating the opening balance at 1 January 2004 and finalizing the valuation rules. The main differences expected between the currently applied financial statement standards and the future IAS/IFRS standards relate to the classification of investment grants and the calculation of latent taxes. Annual report 2003 85 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group NOTES 86 Annual report 2003 87 KINEPOLIS EXPERIENCE Ordinary annual accounts of Kinepolis Group NOTES 88 All relationships = 100 %, exc. Nîmes (Forvm Kinepolis) Kinepoleast BV = 100 % from 02/2004 Kinepolis España SA holds 13.37 % of Kinepoleast BV. Kinepolis Group NV Kinepolis Multi NV Kinepolis Mega NV 50% F.M.C. SA Kinepolis Metz SA F.M.C.I. SA Kin.Le Château du Cinéma SA Kinepolis Mulhouse SA Kinepolis Thionville SA Kinepolis Immo Thionville SA Forum Kinepolis SA Kinepolis Nancy SAS Eden Panorama SA Bruvision NV 50% Kinepolis Invest SA Immo Roc NV Decatron NV Kinepolis España SA CCE Liège NV K.F.P. NV Imagibraine SA K.F.D. NV CCi&H NV Megatix NV E.M.C. NV Kinepolis Nacka 100% Kinepolis Madrid SA Kinepolis Paterna SA Kinepolis Holding BV 100% Eurocasino NV Kinepolis Granada SA I.O.B. NV Kinepoleast BV 100% Majestiek Int. SA 100% Kinepolis Spzoo Kinepolis Poznan Kinepolis Schweiz Kinepolis Prospection SAS CONTACT Dit jaarverslag is eveneens beschikbaar in het Nederlands. Ce rapport annuel est également disponible en version française. Kinepolis Group nv Tine Duyck Eeuwfeestlaan 20 - B-1020 Brussels [email protected] www.kinepolis.com KINEPOLIS GROUP NV Eeuwfeestlaan 20 - B-1020 Brussels Tel : +32 (0)2 474 26 00 - Fax : 32 (0)2 474 26 06 www.kinepolis.com