annual report 2002
Transcription
annual report 2002 Colofon Design Intermedium Dept. Photography Karen Steenwinkel Printing & After-press Drukkerij van Ketel B.V. annual report 2002 000-212 A N N U A L R E P O R T MANAGING BOARD F.Th.J. Arp (1954) J. Olde Kalter (1944) Mr F.Th.J. Arp became director of the company on Mr. J. Olde Kalter was appointed director on 1 January, 1 July 1997. From 1991 to 30 June 1997, he was one of 1995. Prior to this Mr. Olde Kalter has held various posi- the partners of Deloitte & Touche Accountants. Prior to tions within the company and in the course of his career this, he was already active in the field of accountancy. was temporarily based in the United States. Mr Olde Kalter Mr Arp studied business economics and accountancy at the is a University of Utrecht law graduate, and editor-in-chief of Erasmus University in Rotterdam. daily newspaper De Telegraaf. W.O. Kok (1961) A.J. Swartjes (1949) Mr W.O. Kok was appointed director on 1 January Mr A.J. Swartjes has been director since 1 January 1999. He has been in the employ of De Telegraaf since 1991, after having occupied several positions in the company 1986 and held several positions, including those of manager since 1978. During the period from 1974 to 1978 he was of the Amsterdam newspaper printing companies and attached to Reader’s Digest and to Colgate/Palmolive. Deputy General of the technical department. Mr Kok studied Mr Swartjes studied economics at the Erasmus University in engineering at the Technical College in Amsterdam and eco- Rotterdam. nomics at the University of Amsterdam. 2 A N N U A L R E P O R T CONTENTS Managing Board . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Profit and loss account of N.V. Holdingmaatschappij Supervisory Board Members . . . . . . . . . . . . . . . . . . .4 De Telegraaf Report of the Supervisory Board to Shareholders . . . . . .5 Explanation of balance sheet and profit and loss account....46 . . . . . . . . . . . . . . . . . . . . . . . . . . . .45 Consolidated key figures . . . . . . . . . . . . . . . . . . . . . .7 Report for the year 2002 of Stichting Administratiekantoor van aandelen N.V. Holdingmaatschappij De Telegraaf . . .8 Other data Annual Report Publications and activities of De Telegraaf company . . .50 Auditors’ report and dividend proposal . . . . . . . . . . . .53 Report by the Managing Board . . . . . . . . . . . . . . . . .9 Post balance sheet events Publishing activities . . . . . . . . . . . . . . . . . . . . . . . .17 Profit appropriation as provided for - National newspapers . . . . . . . . . . . . . . . . . . . . . .17 in the articles of association . . . . . . . . . . . . . . . . . .55 - Regional newspapers . . . . . . . . . . . . . . . . . . . . . .19 Special rights under the articles of association . . . . . .56 - Door-to-door publications . . . . . . . . . . . . . . . . . . .21 Key figures as of balance sheet date . . . . . . . . . . . . .58 - Magazines . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21 Pro forma consolidated profit and loss account . . . . . .60 Other activities . . . . . . . . . . . . . . . . . . . . . . . . . . .25 Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . .26 Exhibitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27 Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27 Annual Accounts Consolidated balance sheet . . . . . . . . . . . . . . . . . . .28 Consolidated profit and loss account . . . . . . . . . . . . .29 Principles for consolidation, valuation and determination of the result . . . . . . . . . .31 Explanation of the consolidated balance sheet 34 Explanation of the consolidated profit and loss account . . . . . . . . . . . . . . . . . . . . . .38 Cash flow statement . . . . . . . . . . . . . . . . . . . . . . .41 Information by business segments . . . . . . . . . . . . . .42 Balance sheet of N.V. Holdingmaatschappij De Telegraaf ...44 3 . . . . . . . . . . . . . . . . . . .54 A N N U A L R E P O R T SUPERVISORY BOARD MEMBERS A.J. van Puijenbroek, chairman W. Overmars Age: 55 years Age: 70 years Nationality: Dutch Nationality: Dutch Position: director of N.V. Exploitatiemaatschappij Supervisory Van Puijenbroek Board memberships: ABN Amro N.V., Bavaria N.V., Supervisory PontEcen N.V. Board memberships: Media Groep Limburg B.V. Initial appointment: 05 - 06 - 1996 Initial appointment: 15 - 05 - 1975 Current term: 2000 – 2004 Current term: 1999 – 2003 W. van Voorden W.H. Charles, vice-chairman Age: 60 years Age: 69 years Nationality: Dutch Nationality: Dutch Position: chairman of College Toezicht Position: former member of the Managing Zorgverzekeringen (CTZ) Board of N.V. Holdingmaatschappij professor at Erasmus Universiteit De Telegraaf Rotterdam Supervisory Supervisory Board memberships: Media Groep Limburg B.V. Board memberships: Batenburg Beheer N.V., Initial appointment: 15 - 06 - 1994 E.I.M. Groep B.V. (Economic Institute Current term: 2002 – 2005 for Small and Medium-sized Enterprises) J.A. Brewer-de Koster, secretary Initial appointment: 04 - 06 - 1997 Age: 66 years Current term: 2001 – 2005 Nationality: Dutch Initial appointment: 17 - 06 - 1992 H.L. Weenen Current term: 2002 – 2003 Age: 58 years Nationality: Dutch Initial appointment: 26 - 06 - 1980 Current term: 2000 – 2004 L.G. van Aken Age: 62 years Nationality: Dutch Position: former member of the Managing Board of N.V. Holdingmaatschappij De Telegraaf Initial appointment: 30 - 05 - 2002 Current term: 2002 – 2006 4 A N N U A L R E P O R T Report of the Supervisory Board During the year under review, members of the Super- to Shareholders visory Board attended several meetings of the Works Council of the Amsterdam companies. We hereby present the Managing Board’s report, the balance sheet as of December 31, 2002 and the 2002 We would like to express our great appreciation for profit and loss account with explanations provided by the board. the way the Managing Board and the staff performed their The financial statements have been audited and duties in 2002. approved by Deloitte & Touche Accountants in Leiden. The On December 24, we took leave from former Director auditor’s certification is included in this report. The financial and former Supervisory Board member Mr M.E. Borrius statements were discussed with the auditor and subse- Broek. We will recall with great respect his drive and strong quently adopted by the Board. involvement with the company, its employees and retired personnel. In line with a proposal by and approval of the shareholders’ general assembly held April, 25, 2002, Mrs J.A. We recommend that: Brewer-de Koster was reappointed to the Supervisory Board the annual accounts of 2002 be approved in accordance for a one-year term as she requested. Mr W.H. Charles was with the documents presented to you. reappointed to the board for a three-year term until he the Managing Board be discharged from responsibility reaches the statutory age limit. Mr L.G. van Aken was for the policy pursued during the year and the Super- appointed to a seat created by the board’s expansion. visory Board be discharged from responsibility for the supervision it exercised. We intend to reappoint Mr A.J. van Puijenbroek the dividend per share of 1 0.25 par value for the as chairman and to appoint Mrs M. Tiemstra to the financial year 2002 be fixed at 1 0.11 in cash (2001: board in anticipation of Mrs J.A. Brewer-de Koster's retire- 1 0.11 in cash per share of 1 0.25 par value). ment. The Central Works Council of N.V. Holdingmaat- the dividend be made payable on May 7 2003 at schappij De Telegraaf has issued a positive advice regarding ABN-Amro Bank N.V. in Amsterdam. the proposed appointments and reappointments. The board met seven times during the financial year to Supervisory Board review issues such as personnel and organisation, strategy A.J. van Puijenbroek and management model, the company's risk exposure and Chairman financial matters. The board focused attention during the Amsterdam, 25 March 2003 year on necessary reorganisations within the company and the termination of several joint ventures. At a meeting in which the Managing Board did not participate, we reviewed our own performance as well as relations with the Managing Board and the composition and performance of the Managing Board. 5 The Dutch newspaper market is a highly competitive market in which De Telegraaf is seeking ways to strengthen its position. It does so by making the newspaper available forms: fully in digital different on the Internet or on the spot copying or printing. In distribution, De Telegraaf tries to further strengthen its position by gaining time through printing in various parts of the world and cooperation with third parties in areas such as joint delivery. New readers are attracted by tracking changing time consumer behaviour and monitoring target groups and their experience. Production can be streamlined by for instance, increasing the use of Internet in the processing of advertising. New sales channels are opened to compensate for declining turnovers in subsegments. This is achieved, for instance, by delivering content in different forms. The most important issue in strengthening De Telegraaf’s position is exploring new avenues to resolve what may be the most serious challenge: how to create more time for readers to read the newspaper. A N N U A L R E P O R T CONSOLIDATED KEY FIGURES N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF (In thousands of euros, unless otherwise stated) 2002 Net turnover 2001 704,462 822,220 35,985 49,173 21,752 9,462 Operating profit before depreciation of goodwill and other value adjustments of goodwill Operating profit after depreciation of goodwill and other value adjustments of goodwill Financial revenue and charges 6,471 – 3,874 Pre-tax result from ordinary trading 28,223 5,588 Company tax on result from ordinary trading 12,491 17,031 Extraordinary result after tax – 20,645 – 18,067 Result after tax – 4,913 – 29,510 – 4,913 – 29,510 Result appropriation: To the debt of other reserves Dividend pay-out charged to reserves Pay-out ratio Cashflow 5,775 5,775 p.m. p.m. 50,763 59,510 Per share: Result – 1 0.09 – 1 0.56 Cashflow 1 0.97 1 1.13 Dividend 1 0.11 1 0.11 Number of employees at year-end 5,000 5,953 7 A N N U A L R E P O R T Report for the year 2002 of Managing Board and the Supervisory Board of their Stichting Administratiekantoor van responsibilities. Our foundation supported the proposals aandelen N.V. Holdingmaatschappij authorising the Managing Board to repurchase shares as De Telegraaf well as to reappoint Mrs J.A. Brewer-de Koster to the Supervisory Board for a term of one year, at her request, In 2002, the total number of convertible depositary the reappointment of Mr W.H. Charles as Supervisory receipts in N.V. Holdingmaatschappij De Telegraaf issued by Board member for a period of three years until he reaches our foundation increased by 3,316,388 to 28,335,702 the statutory age limit and the appointment of Mr L.G. van (of 1 0.25 par value) as per December 31, 2002, and Aken to the board’s additional seat. Our foundation also sup- represented a nominal amount of 1 7,083,925,50.These ported the reappointment of Deloitte & Touche Accountants receipts are matched by an equal number of shares held as auditors of N.V. Holdingmaatschappij De Telegraaf. in trust. During the 26 March, 2002 Management Board Stichting Adminstratiekantoor van aandelen meeting, Mr A. Harms (Board Member A) was reappointed N.V. Holdingmaatschappij De Telegraaf for only one year because he is expected to reach the A. Harms, Chairman (until mid-April 2003) statutory age limit in 2003. Prof. W.P. Moleveld will succeed Mrs J.A. Brewer-de Koster, Secretary Mr Harms as Board Member A. Mr W.M. Lammerts van J.S. Dienske, Bueren will succed Mr Harms as chairman. The accounts W.M. Lammerts van Bueren for the financial year 2002, as presented by our foundation, E.H. van Puijenbroek were discussed and adopted. The foundation’s report in the annual report of N.V. Holdingmaatschappij De Telegraaf was Amsterdam, March 2003. approved by our Board members. The financial statements Statement of independence of N.V. Holdingmaatschappij De Telegraaf and the dividend proposal for 2002 were discussed in detail with the The Managing Board of N.V. Holdingmaatschappij Managing Board. Also discussed was the voting right of De Telegraaf and the Board of Stichting Administratie- holders of the depositary receipts for shares. The board kantoor van aandelen N.V. Holdingmaatschappij De Telegraaf postponed a decision on this issue in anticipation of a legal hereby declare that, in their joint opinion, the requirements regulation. In the convening notice, mention will be made regarding the independence of the Board of Stichting Admi- of the possibility to convert depositary receipts so as to nistratiekantoor van aandelen N.V. Holdingmaatschappij obtain the right to vote. De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Exchanges N.V., have been fully met. The Shareholders’ Annual Meeting of Shareholders of N.V. Holdingmaatschappij De Telegraaf was held on April 25, 2002 in Amsterdam. Our foundation, represented Managing Board of N.V. Holdingmaatschappij by its Chairman Mr A. Harms, voted in favour of the Super- De Telegraaf visory Board’s recommendations to adopt the financial state- Board of Stichting Administratiekantoor van ments for year 2001 before the processing of the loss and aandelen N.V. Holdingmaatschappij De Telegraaf the fixing of the dividend on account of the distributable part Amsterdam, March 2003 of shareholders equity and before relieving members of the 8 A N N U A L R E P O R T is to some extent offset by rising turnover in on-line REPORT BY THE MANAGING BOARD advertising with higher margins. Still, this did not wholly offset the lost margin on print turnover. The Internet offers our readers 24-hour a day access to up-to-date news through the web sites of national and Introduction regional newspapers. In future, turning this increasingly into a system of paid, custom-tailored information should be Adverse economic developments and increased com- taken into consideration. petition on the advertising market put our corporate An result under intense pressure in 2002. As a result, 2002 increasing number of readers paradoxically was primarily a year of optimisation, one of the three key words subscribes to paper editions via the Internet. Putting the in the strategy memorandum published at the end of 2001. complete edition of dagblad De Telegraaf on-line constituted an initial step towards generating readership income th- The company had already started preparations in rough the Internet. 2001 for a drastic reorganisation of its Amsterdam facilities that was partially implemented in 2002. At regional daily The Internet offers prospect of considerable cost newspaper publishers outside Amsterdam, negotiations savings. Increasingly, advertisers use in-house production with the unions on reorganisation and further reorganisation and on-line dispatch for their (classified) newspaper ads. proposals were completed at the end of 2002. These This has resulted in substantial savings in the advertising measures aim to reduce personnel costs by approximately departments. 1 25 million a year through the cutting of 550 jobs. The loss on Internet activities was cut by half in In 2002, the company realised total savings of more 2002 compared to 2001 as a result primarily of cost than 1 5 million. The work force was already reduced by 214 reduction operations and reducing the losses of joint jobs at the end of 2002; the remaining reduction of the ventures by integrating print and on-line activities. work force will take place during a three-year period. This reduction of the work force is offset by an Home delivery of newspapers remains an important increase resulting from new activities and the acquisition of focus of attention. Stricter regulation and competing jobs a 100% interest in Woonkrant.nl and Reiskrant.nl. To adapt are making it increasingly difficult to find and keep news- to future cyclical movements, flexibilisation of wage costs will paper delivery personnel. Delivery costs have risen 7.5% in have to remain a focus of attention. the past year. To address this problem, De Telegraaf, Pers- The bursting of the Internet bubble means that Internet combinatie and Wegener decided to create a joint delivery activities can be traditionally assessed in terms of effect on system in the Utrecht area for a trial period of one year. earnings per share rather than market shares and page In line with the strategy memorandum, the group's view numbers. Several participations in this area were organisation structure was changed in 2002. In the new terminated in 2002 because they had no prospect of gene- structure, the holding management is no longer in charge rating profit within a reasonable period of time. of the operational activities of B.V. Uitgeversmaatschappij The Internet has become a fixture of the publishing De Telegraaf. The holding management will mainly focus industry. This means in terms of advertising sales, on directing management of the operating companies and competition with, among others, classified ads in news- on corporate issues such as strategy, treasury, HRM, papers. Falling turnover from advertisements in print media ICT policies and investor relations. 9 A N N U A L R E P O R T Results As part of the optimisation, attention was focussed during the year on intercompany pricing. Effective January 1, In 2002, the company sustained a net loss of 1 4.9 2003, intra-group deliveries and services between group million compared to a net loss of 1 29.5 million in 2001. companies were priced to the degree possible at market The net loss for 2002 includes a net sum of 1 21 million rates. While providing clearer insight into the actual results in incidental expenditure related to the proposed restruc- of each individual operation, this also increased cost aware- turing primarily at the regional newspapers. Without the ness. In 2003, adjustments for ICT services and printing incidental expenditure, the group realised a 'normal' result rates will follow. of 1 16.3 million for the whole of 2002, as compared to 1 16.5 million for 2001. In other words, a virtually level During the past year, the group took leave of the result notwithstanding a drop in advertising turnover of more than 1 35 million. Biegelaar Groep as a core activity and with it magazinerelated printing and finishing activity. Insufficient scale and The consequent pressure on the result was offset as a result limited profitability were the reasons for this by the cost cutting measures taken in 2001 and 2002, decision. The shares in the Biegelaar Groep were transfer- including reduction of losses from Internet activities, red to the Brouwer Group in a legal merger that gave decreased newsprint prices, higher net income from a 43% share in the Brouwer Groep. participations and an increase in interest income. Income from participations increased substantially The year 2003 will primarily be dominated by further from a 1 4.8 million loss in 2001 to a 1 2.2 million profit in optimisation and innovation. Both in the newspaper and the 2002. A drop in Wegener dividend and a loss on the share magazine division, initiatives will be launched to increase the in Brouwer Groep were more than offset by a 1 4.1 million number of customers and thus extend the reach of our increase in the result of SBS Broadcasting and significantly advertisers. Possibilities for an increase in scale will be lower losses on Internet-related interests. explored. Finally, interest income increased by more than 1 3.3 million reflecting high interest on the loans and subordinated FINANCIAL DEVELOPMENTS loans extended to the Brouwer Group and an improved liquidity position. Consolidation A comparison of the figures for 2002 and 2001 is OPERATING RESULT affected by the deconsolidation of the Biegelaar Groep B.V., after depreciation of goodwill in millions of euros which merged with the Brouwer Group effective retro44,0 56,2 61,4 65,1 78,6 88,5 88,6 80,4 9,5 1993 1994 1995 1996 1997 1998 1999 2000 2001 21,8 actively to January 1, 2002 and by the consolidation of Woonkrant.nl following the acquisition of a 100% share as of January 1, 2002. In explanation of this the appendix in this annual report includes a pro forma consolidated profit and loss account of 2001, excluding the Biegelaar Groep. 10 2002 A N N U A L R E P O R T Cash flow decreased from 1 59.5 million in 2001 decreased by 1 93.9 million, primarily because of the to 1 50.8 million in 2002 after deduction of the additions deconsolidation of the Biegelaar Groep. Other turnover to the reorganisation provisions. The cash flow increased increased by 1 0.2 million compared to 2001. from 1 49.9 million to 1 50.8 million, excluding the Overall group turnover in 2002 included 1 369.7 million (52%) in advertising income and 1 279.9 million Biegelaar Groep. (40%) in circulation income. Third-party printing turnover amounted to 1 18.1 million (3%), other revenue to 1 36.7 Turnover Turnover decreased by 14.3% from 1 822.2 million in million (5%). The corresponding figures in 2001 were 2001 to 1 704.5 million in 2002. Autonomously, turnover 1 405.2 million (49%), 1 269.3 million (33%), 1 112 million declined by 4.6 %. The decrease in turnover was the net (14%) and 1 35.7 million (4%), respectively. effect of a drop in advertising income of 1 35.4 million and an increase in circulation income of 1 10.5 million. Turnover by segment was: x 2 1 million At Dagblad De Telegraaf, advertising volume decrea- 2002 2001 Publishers sed by an average of 14% compared to 2001. The regional newspapers and door-to-door papers recorded an average decline in volume of 10 % and 7 %, respectively. Magazines recorded a decline in volume of 9%. Delivery National newspapers 340.7 (49%) 342.3 (41%) Regional newspapers 209.6 (30%) 233.6 (28%) Door-to-door papers 76.2 (11%) 78.2 (10%) Magazines 52.6 (7%) 58.3 (7%) Distribution activities 22.3 (3%) 20.7 (3%) —.— —.— 83.7 (10%) 3.1 —.— 5.4 (1%) 704.5 (100%) 822.2 (100%) costs of daily newspapers increased once more by an aver- Printing products age of 7 % compared to 2001. (not newspaper-related) Other activities Turnover generated by other activities, including distribution for third parties and book publishing increased by 1 0.8 million and turnover for third party printing In publishing, the turnover of the national newspapers declined by 1.5 % and the turnover of regional newspapers by 12.5 %. Turnover of the door-to-door papers fell by TURNOVER (7 704,5 MILLION) 3.4 % and that of magazines by 2.7 %. Turnover in the graphic products segment decreased by 100 % due to 52% Advertisements the deconsolidation of the Biegelaar Groep. Subscriptions + single-copy sales 40% Third-party printing 3% Other turnover Of the total group turnover in 2002, 2.3% was reali- 5% sed in other EU countries compared to 2.6% in 2001. In GOODS, SERVICES AND VALUE ADDED 2002, a total of 1 0.1 million in turnover was realised in other European countries, as compared to 1 1.3 million in 2001. Goods and services 52% Value added Turnover per employee declined by 0.9% from Depreciation + miscellaneous 11% Personnel costs –1% 1 151,600 in 2001 to 1 150,200 in 2002. Without the Company tax 38% 0% 0 Biegelaar Groep, turnover per employee in 2001 amounted Net profit to 1 150,200. 11 A N N U A L R E P O R T In the past five years, movements in turnover, Besides major operating companies, such as Uitgevers- average number of FTEs and turnover per employee maatschappij De Telegraaf, BasisMedia (daily newspapers), were: Telegraaf Tijdschriften Groep (magazines), Media Groep Limburg, Hollandse Dagblad Combinatie (regional newsGroup turnover (x 1 1 million) Average FTEs Average turnover per employee (x 1 1.000) papers) and Hollandse Huis-aan-huisbladen Combinatie and Uitgeversmaatschappij De Trompetter (door-to-door 1998 689.9 4,568 151 papers), the distribution activities (DistriQ), too, have been 1999 721.3 4,686 154 grouped into a separate operating company. This facilitates 2000 811.1 5,177 157 2001 822.2 5,425 152 2002 704.5 4,690 150 the optimisation process and provides the management of operating companies with greater scope for the development of new activities and markets. The theme pages Added value included in this annual report provide greater insight into The group's total added value and the average added this process at the principal activities. value per employee developed in the past five years as The follows: new organisation structure puts different demands on the management and the personnel policy pursued by the operating companies. In order to make this Added value (x 1 1 million) Per employee (x 1 1 million) happen, the Human Resource Management department 1998 372 81 has been strengthened and a management development 1999 388 83 2000 420 81 2001 372 69 2002 339 73 programme and a training programme were initiated. Shareholders' equity Due to loss sustained in 2002 and the dividend Strategy and organisation pay-out over 2002, shareholders' equity decreased from Additional substance in key areas of the September 1 464.8 million as at the end of 2001 to 1 454.1 million 2001 corporate strategy was added in 2002. Key themes at the end of 2002. Per share this means a decrease from in the strategic plan are: optimisation, innovation and in- 1 8.85 to 1 8.65. ternationalisation. Medium-term targets are a 12% net re- The number of shares remained unchanged and turn on equity and a contribution of foreign activities to amounted to 52,499,200 ordinary shares and 960 priority group turnover of at least 5% within five years. shares with a par value of 1 0.25. As of at December 31, The corporate organisation structure was overhauled 2002, 28,335,702 shares, representing 54% of the ordi- in 2002. In the new structure, operational activities have nary share capital, were converted into depositary receipts. been concentrated in operating companies with their own responsibility for profit and turnover. This means that the DIVIDEND Managing Board of the holding is no longer in charge of Dividend policy operational activities but will focus on directing the manage- The dividend policy is aimed at a payment in cash of ment of the operating companies and handle those tasks approximately 35% of the profit available for distribution. In that transcend the area of operation of the operating determining the dividend, the effects of the tax on the companies, such as strategy, finance and investor relations. imputed return on investment, which was introduced on 12 A N N U A L R E P O R T move into management positions at an accelerated pace. ADVERTISING TURNOVER Improvement in millions of euros 348 375 436 405 of career development, salary and job performance systems were further developed. In 2003, 370 a first step will be taken towards age-related personnel management. 16 –– –– 20 67 –– –– 75 Employment In 2002, the work force averaged 4,690 FTEs, 265 –– as compared to 5,425 in 2001, a decrease of 637 FTEs, –– 274 508 of which related to the Biegelaar Groep, which was merged into the Brouwer Group retrospective as of 1998 1999 Newspapers 2000 2001 Door-to-door papers January 1, 2002. 2002 Magazines Further staff reductions are mainly due to reorganisation measures taken. A case in point were the Amsterdam 1 January 2002, are taken into account where possible. companies that were restructured in 2002. The efficiency A temporary overrun of the pay-out ratio is acceptable in and the event of a temporary drop in the profit level. activities and/or departments were subsequently merged profitability of each department was analysed; or abolished where possible. The Telegraaf Mobility Centre (TMC) went to great Dividend proposal In 2002, the company sustained a net loss, which lengths to help redundant staff find alternative employment was partly attributable to extraordinary expenditure. The within and outside the company. Early retirement and articles of association provide for a distribution charged to pre-pension schemes were also frequently utilised. the free reserve. In view of the fact that, without the non- By the end of 2002 there were 4,553 employees recurring charges, income on ordinary business activities expressed in FTEs compared to 5,393 at the end of 2001. after tax is positive, we propose to declare a dividend for 2002 of 1 0.11 per share. This distribution will be charged Terms of employment to the free reserve. The company's terms of employment are determined by four collective labour agreements. 74% of the staff come under the Grafimedia collective labour agreement, 19% fall OTHER COMPANY MATTERS under the newspaper journalist collective labour agreement, 5% comes under the door-to-door journalist collective labour Personnel Affairs agreement and 2% comes under the professional goods Human Resource Management transporters collective labour agreement. In the past year management was developed in The Grafimedia collective labour agreement provides two ways: a senior management programme and a for a structural wage increase of 2% as February 1, 2002 young management programme. In 2002, a first group of and 1% as of October 1, 2002. A basic scheme was ag- participants reed under which employees were entitled to a maximum of completed the programme. Furthermore, recruitment was initiated of a number of trainees, who could ten days of care leave at 70% of their pay level. 13 The Dutch national newspaper market appears saturated, mature and fully grown. To create space for expansion, we had to find new avenues. Spits is an example of this. A new newspaper which three years after its launch, ranks second in the Netherlands with a reach of 1.4 million readers a day. Distributed free of charge, Sp!ts is readily available. It is tailor-made for morning commuters, readers with limited time at their disposal, who otherwise might not read a newspaper. Spits is a paper which, owing to its very concept, reaches new target groups, particularly young people. A fully-fledged newspaper, it features its own independent reporting and target group-tailored information. Spits is a medium that provides scope for a more in-depth approach to each specific target group by means of theme pages, for instance about travel and new media, and with magazines, such as College, for college and university students. new avenues Sp!ts continues to explore new avenues, in new media, in region segmentation for advertisers, and in new target group publications. A N N U A L R E P O R T Furthermore, the right to compassionate leave was department. Environment enshrined in the collective labour agreement. Further agreements about these issues will be made during decentralised In the course of 2002, an Environmental Coordination consultations. Group was set up, which shapes environmental policy The collective labour agreement for daily newspaper throughout the company. This policy is aimed at reducing journalists provided for a structural increase of 2.5% as the environmental impact. To achieve its aims, the company from 1 January 2002. At the request of the Joint Study will furnish the necessary means, training, information and Committee for the Re-evaluation of the Wage Structure consultative structures. The focus is especially on compliance (Paritaire Studiecommissie Herijking Loongebouw), an inquiry with the rules as laid down in permits and in the law, the was launched into the pay structure. main objectives of which are: environmental awareness on In 2002, the collective labour agreement for door-to- the part of the employees, a reduction in the use of raw door paper journalists provided for wage increases of 2% and materials and cutting down on the amount of waste. 1% with effect from 1 April and 1 September, respectively. In addition to the drafting of a new environmental For some years now, the collective labour agreement policy statement, attention focused on investigation into the covering the transport and haulage sector is effective for a efficiency and implementation of the transport plan, the period of one year. At the start of the current period (April development of the Corporate Energy Savings Programme, 2002 - March 2003) wages were structurally increased by the experiment to improve sorted waste disposal and the 1.5%. At the same time, the pension scheme was updated screening of a large number of suppliers for environmentally and improved in a range of areas. sound entrepreneurship. Health and safety at work Works Councils The Eligibility for Permanent Invalidity Benefit (Restric- The year 2002 was for the Works Council of the tions) Act (Wet Verbetering Poortwachter) has been intro- Amsterdam companies the worst ever. The council had to duced. The law is designed to encourage both employers deal not only with the usual requests for a formal opinion, and employees to deal more swiftly and effectively with but also with the reorganisation programme. The council situations that threaten to result in prolonged absence. understood Initial forecasts indicate that the act has a positive effect. experienced the loss of more than 300 jobs as a setback. the need for cost-saving measures but Negotiations about the measures sparked emotions. The Since January 2002, all work areas are smoke-free. consultations proceeded nonetheless in a positive vein and Smoking is only allowed in specially designated locations. with mutual respect that contributed to a constructive at- Within the framework of the optimisation of labour mosphere. conditions, the company is being screened for risks to health and safety. Where necessary, this process will be Effective January 1, 2003, the employee representa- followed by an evaluation and action plan. In 2002, the tion structure changed. A Central Works Council replaced following sectors were screened: financial and administrative the consultation Platform to deal with all matters related to services, holding staff and personnel & organisation. N.V. Holdingmaatschappij De Telegraaf. The Works Council for the Amsterdam companies limit its scope to Uitgevers- The final sectors to be screened in 2003 are the maatschappij De Telegraaf, BasisMedia and Datawire. advertising operation and editorial department of dagblad The Telegraaf Tijdschriften Groep has its own Works De Telegraaf, and the ICT Service Management Amsterdam 15 A N N U A L R E P O R T In 2002, a sum of 1 8.1 million was charged to Council. Agreement was reached with the Works Council of the provision for maintenance. At the end of 2002, this Media Groep Limburg (MGL) on a harmonised package provision will total 1 5.8 million. The renovation costs will be of terms of employment, including uniform personnel capitalised and charged against the result until the end of schemes. In December, the participants of the MGL pension the ground lease term. fund approved an updated pension scheme based on the Commitments average wage. This scheme also covers former employees of Including 2002, capital expenditure commitments Dagblad De Limburger, who were insured with the VNU and involving tangible fixed assets totalled 1 36.4 million Audet pension funds. excluding VAT. Of this amount 1 19.2 million will be due and payable in 2003 and subsequent years. In 2002, the group works council of Hollandse Huis- Payments in respect of commitments entered into aan-huisbladen Combinatie (HHC) was involved in screening in 2002 and previous years amounted to 1 21.4 million the organisation and establishing priorities for the strategic excluding VAT in 2002. memorandum. Issues discussed included: the redeployment of door-to-door paper journalists in accordance with the new relocation system, decentralised consultations, an appointment to the Managing Board, a personnel appraisal system, and a decision in favour of a single Health and Safety at Work Service at HHC. In 2002, the group works council of Hollandse Dagbladcombinatie focussed its attention on the restructuring process and the consequences it would have for the staff. MOVEMENTS IN CAPITAL EXPENDITURE IN RELATION TO THE CASHFLOW CAPITAL EXPENDITURE in millions of euros Rotatiedrukkerij Voorburgwal is realising the addition 59 98 71 61 38 of two four-colour printing units and a tenth press to the 121 119 nine existing presses. In 2002, presses one to five were put 114 into use. The remaining presses will be delivered in 2003. Capital expenditure is expected to total 1 19 million. 66 65 60 54 In 2002, the renovation work and major repairs of the 41 44 49 48 51 41 office building at Basisweg in Amsterdam were continued. Scheduled to be completed by the end of 2003, the project 1998 1999 2000 2001 2002 –5 involves expenditure of 1 23 million, approximately 1 14.9 –30 million of which is related to maintenance. A provision for Cash flow maintenance has been created for this purpose. 16 Depreciation Net profit Capital expenditure A N N U A L R E P O R T to offset the drop in income as a result of the loss in PUBLISHING ACTIVITIES advertising volume which averaged 14% compared to 2001. Circulation DAILY NEWSPAPERS GENERAL In 2002, distributed circulation declined by 1.6% to During the past year, the HOI Institute for Media a total of 795,364 copies a day. The decrease occurred Auditing reported a decrease in Dutch newspaper circula- both at paid subscriptions and at domestic single copy tion. From October 1, 2001 to September 30, 2002, sales. Single copy sales abroad increased. The circulation 'distributed circulation' fell by 2.1% to 4,311,338 copies. share of the national newspaper market rose from 39.5% This does not include the figures of freesheets such as Sp!ts in 2001 to 39.7% in 2002. The circulation market share published by the Telegraaf group. in the overall newspaper market The persistently difficult eco- rose fractionally to 18.4%. The nomic situation in the past year Saturday subscription introduced again affected advertising capacity in the province of Limburg at the utilisation at all Dutch newspapers. end of 2002 proved successful A volume decline of 11% occurred and will be available in more areas across all categories. of the Netherlands in the course of 2003. A 5% price increase was implemented on the readers' NATIONAL NEWSPAPERS market effective 1 October, 2002. Uitgeversmaatschappij A worrisome development is the renewed increase De Telegraaf B.V. in newspaper delivery costs due to a lack of newspaper On 1 January 2002, the activities of Dagblad De deliverers. In 2002, three daily newspaper groups initiated Telegraaf and Rotatiedrukkerij Voorburgwal were concentrated an experiment with joint delivery in part of the province of into Uitgeversmaatschappij De Telegraaf (UMT), with joint MOVEMENT IN PAID CIRCULATION DE TELEGRAAF responsibility for the publishing activities and newspaper printing. through 1997 inclusive De Courant Nieuws van de Dag 900,000 B.V. Dagblad De Telegraaf 800,000 700,000 With the prospect of a worsening economic climate, 600,000 in 2001 and 2002 structural measures were taken to 500,000 reduce costs. Substantial staff reductions were realised by 400,000 300,000 discontinuing departments and by streamlining business 200,000 processes. All departments were involved in this. Internet 100,000 0 activities were integrated as much as possible into the 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 print activities. These measures and the effect of reduced Subscriptions + single-copy sales spending on newsprint because of the drop in price, failed 17 Subscriptions A N N U A L R E P O R T Utrecht. In 2003, this is expected to determine the Both staff and development costs were structurally advantages and disadvantages of joint delivery compared to reduced, while the ICT Support and Maintenance Department independent distribution. was streamlined. The marketing and commercial Internetdepartments were integrated into the advertising market clusters. This means that separate Internet departments no Besides regular newspaper distribution abroad, the longer exist alongside editorial and ICT teams. distribution through so-called digital kiosks was expanded. At a digital kiosk a newspaper can be issued and bought The partners in the Airtrade (Reiskrant.nl) and Real on call. Starting 2001, daily circulation of De Telegraaf de- Estate Publishing (Woonkrant.nl) joint ventures were bought stined for the Canary Islands is printed on location. out in 2002. Both Internet sites are now fully owned by B.V. Starting 2003, the newspaper will also be printed in Dagblad De Telegraaf and incorporated into the market clus- Valencia, which will significantly expand the number of ters of Travel and Lifestyle. The goodwill related to holiday destinations where the newspaper can be bought on these buy-outs was charged to the 2002 result. The number of visitors attracted in 2002 by Telegraaf.nl the publication date. made the site, according to a Multiscope survey, one of Advertising In volume advertisements the 10 most frequented Internet sites in the Netherlands. decreased with 14% Telegraaf.nl moved from twelfth to eighth place in the top 10 compared to 2001.The category national brands and sites. services dropped by 5%, jobs by 32%, classified ads Despite the substantial cuts in Internet activity, the by 17% and personal announcements by 11%. The only ex- total number of page views of all sites increased from approx- ception is local brands and services, which went up by 1%. imately 1.2 million a day in December 2001 to 1.8 million a day in December 2002. In one year, the number of unique In 2002, the advertising business was restructured visitors of the joint Internet activities rose from 140,000 a day to be able to better serve the rapidly changing market. in December 2001 to 240,000 a day in December 2002. Multidisciplinary market teams were created to promote On-line advertising turnover, particularly related to professionalism in the development of important sales so-called verticals, increased in 2002. Autotelegraaf.nl, in markets. The financial/business, cars, lifestyle, travel, boating particular, saw sales increase substantially in part because and retail segments are now in separate clusters. the efforts of a specially formed sales team. Woonkrant.nl is the second largest property site in the Netherlands and Telegraaf.nl recorded yet another increase in its property portfolio. Reducing the cost of Internet activities of Dagblad Vacaturekrant.nl reinforced its position on the personnel De Telegraaf while maintaining editorial content dominated market by adding the combined staff advertisements of the 2002. regional newspapers in the group. 18 A N N U A L R E P O R T During the final quarter of 2002, a full and digital version Circulation of Sp!ts during the year compared to 2001 remained static at about 400,000 copies a day. of the daily newspaper, downloadable via Telegraaf.nl, was in- According to NOM Print Monitor 2002-1 Sp!ts troduced under the name of Telegraaf-i. The digital version reached an average of 1,354,000 readers a day in the age is available against payment. The Internet is also becoming increasingly important group of 13 and older. This makes Sp!ts, after daily for the submission of Speurders texts as an alternative to newspaper De Telegraaf, the second largest paper in the submission by telephone, which has enhanced the efficiency Netherlands. of the take-in process. Through the I-mode and Vodafone According to a yearly Interview NSS survey in December live! telecom services paid editorial content and Speurders each year, Spits advanced from 53rd place in 2001 to 18th were also deployed. This prompted a promising volume of in 2002 in terms of media popularity. Spits moreover recei- downloaded pages. Revenue can nonet- ved the award for the best price/perfor- heless not be viewed as substantial. mance ratio. This result could contribute to a positive result in 2003. B.V. Rotatiedrukkerij At the beginning of January, Mixx, Voorburgwal a special section catering to young people, Last year was an eventful year for was launched. Providing information about Rotatiedrukkerij Voorburgwal, De Telegraaf's Amsterdam dance, music, clubs, parties, fashion and other topics targe- Newspaper printing plant. The optimisation drive involved a ting young people, these pages should enable Sp!ts to attract major cut in work force. Most of the redundant staff opted advertiser groups that normally do not advertise in daily for the senior employee scheme. newspapers. To meet demand for more full colour pages in De Based on these developments and new initiatives, Telegraaf, it was decided at the end of 1998 to install the paper is expected to make a positive contribution to the additional full colour printing units and another press. The result in 2003. full programme is expected to be completed in 2003. BasisMedia B.V. REGIONAL NEWSPAPERS Sp!ts Hollandse Dagbladcombinatie B.V. As a result of the implementation of higher advertising In 2002, turnover of Hollandse Dagbladcombinatie rates, turnover at Sp!ts was up compared to 2001. This (HDC) decreased by about 8%. Despite lower direct costs increase was achieved during the year, with the last quarter and measures taken to cut indirect costs, the operating showing an advance of more than 24%. The second part profit declined by more than 17%. of the year was dominated by optimisation, which resulted in substantial cost reductions almost across the board. The erosion of the advertising market in 2001 The higher turnover and lower costs ultimately resulted in continued unabated in 2002, with the sectors of national a profit contribution during the final quarter of the year. advertisers and job advertising, in particular, bearing the Calculated for the year as a whole, taking into account brunt. Local and regional advertising volume was more indirect costs, this activity still sustained a slight loss. immune to the downtrend. 19 A N N U A L R E P O R T Media Groep Limburg B.V. The overall decline in advertising turnover was more than 6%. Paid circulation did not suffer quite as much. In line with the trend in the sector, the result of Existing trends continued. Noordhollands Dagblad recorded Media Groep Limburg (MGL) was down compared to 2001. marginal growth. The other HDC titles showed a decline Turnover fell by 5%. Half of this loss was offset by cost similar to that noted in the previous year (2% on average). reductions resulting partly from integration advantages and partly from cutbacks. The company had already announced that it was Advertising turnover fell by 12% due to the shrinking seeking further ways to improve the profitability of the HDC volume (-8%) and, on average, lower page revenue due to publishing companies. The policy memorandum resulting the loss of advertisements with higher margins. from this was published in early 2002 and led to a blueprint for a new strategy and structure. The various projects set Income from daily newspaper subscriptions and single out in this are designed to result in full integration of the two copy sales did increase as a result of an increase in prices. HDC publishers in a bid to enhance efficiency and renew the Circulation declined by 2% at Dagblad De Limburger and market approach. by 4.2% at Limburgs Dagblad. The mere 3% margin of the combined publishing With the concentration of all common MGL activities activities in 2002 must be lifted to 12%. In view of a major in Maastricht, Heerlen and Venlo into the new head office in restructuring operation agreement in principle on a social Sittard, the closure of the printing business in Maastricht, plan was reached with the trade unions in December and the combination of the printing activities at Nieuwsdruk 2002. To implement this plan, a provision, charged to the Heerlen, the first stage of the integration of MGL is 2002 result, was created. The projects are expected to completed. The related cut in work force employed in these continue into 2004 with one of the first concrete results business units excluding new activities was 9%. being the discontinuation of Dagblad van Almere and Goois As part of the optimisation drive, a plan called 'Samen Weekblad at the beginning of 2003. The initial effects of Sterker', envisaging close collaboration between Dagblad the cost reductions became already apparent in 2002. The De Limburger and Limburgs Dagblad, was drafted. In the number of jobs in the publishing sector was reduced by autumn of 2002, the Netherlands Competition Authority more than 3% with vacancies no longer being filled. (Nederlandse Mededingingsautoriteit) agreed to this planned After realisation of all projects, the staffing level collaboration. Implementation of the plan to improve MGL's should be down by 15%. In April 2003, Almere Vandaag gross margin by five percent is scheduled to start at the will be launched. This is a new, topical freesheet, which beginning of 2003. will be distributed door-to-door in Almere four times a week. Internet company I-media Limburg (IML) has been 't Groene Weekblad will continue to exist as a door-to-door downsized by one-third. At the same time, sales responsibility paper until April, after which it will merge into Almere for the combination of printed and on-line products has been Vandaag. transferred to the advertising business of Limburgse 20 A N N U A L R E P O R T Dagbladen Combinatie. With respect to MGL an impairment The largest part of the advertising turnover is generated test has been performed that indicated that there was no by the four regional publishers. Local advertisements, along reason to accelerate the depreciation of goodwill paid. with local editorial production, determine to a large extent the image of door-to-door papers as well as the strength of the product. HHC attributes great importance to this and DOOR-TO-DOOR PAPERS intends, with further adjustments in its system of publications, to improve custom work. This can be achieved by increasing Hollandse Huis-aan-Huisbladen the number of editions covering a smaller territory to make Combinatie B.V. advertising more affordable for smaller advertisers. The annual result of Hollandse Huis-aan-huisbladen HHC’s central sales organisation for major advertisers Combinatie (HHC, comprising the publishing companies of operating on a regional or a nation-wide basis, is De Holland De Echo, Noorderpers, Van Groenigen and Reclame 't Gooi) Combinatie. This organisation has proven itself by having been remained well below that of 2001. This may be ascribed to voted most appreciated sales organisation of door-to-door pa- both declining turnover and higher direct costs, including the pers for the third consecutive time in the 'first-term report' of effect of higher intercompany 'Adformatie', a professional me- printing and delivery rates. dia journal. The internal techni- In terms of advertising cal prepress organisations are turnover, 2002 also lagged being given the necessary at- behind the previous year. This tention. Much has already been was true for both mid-week and weekend editions. The done to create a system for the electronic submission of ad- company sought to offset the decline as much as possible vertising material. Further steps towards fully digital lay out of by issuing specials. Owing to a favourable ratio between the publications will be taken in the years ahead. advertising and editorial pages and a higher average price Uitgeversmaatschappij per millimetre, turnover per page increased. De Trompetter B.V. The HHC organisation made the necessary innovation in the same year in which Weekblad De Echo celebrated The result of De Trompetter improved as a result of a its 50th anniversary and Uitgeverij Van Groenigen occupied higher turnover and the disappearance of amortisation its new head office. Additional products were developed costs relating to goodwill. The result of Kempen Pers was alongside the regular door-to-door pages. For instance, new under pressure due to higher intercompany charges for advertising and readers markets are being tapped with !N printing and distribution costs. and business publications. !N is a trendy magazine targeting customers different from that of the door-to-door readership. MAGAZINES The business publications are business-to-business papers in a tabloid format targeting local industrial enterprises. The system used for distribution of the above-mentioned new De Telegraaf Tijdschriften Groep B.V. products is different from that normally used by HHC for the The result of De Telegraaf Tijdschriften Groep (TTG) distribution of door-to-door papers. In 2003, these new for 2002 improved substantially compared to 2001 owing publications will gain a solid basis within the organisation. in particular to lower printing rates and personnel costs. 21 Magazines target 'communities', groups of readers who share particular fields of interest. Privé, Hitkrant, Starstyle are made for readers interested in the world of stars, gossip, glamour and entertainment; Autovisie is for car aficionados, FHM is for what men talk about, while Elegance, Man and Residence are geared towards readers drawn to the world of luxury. Specialisation in interest groups is expanding frontiers essential to survival in a market where having mass a more media are difficult time. Reinforcement of brand perception also plays a major role. This can be accomplished through side activities that add further distinction to the brand. Ways are also being sought to optimise the production process, a case in point being the processing of advertising orders through the Internet. Another example is financial optimisation, for instance by using different rates linked to circulation figures per issue. The strategic focus remains on internationalisation of the portfolio by introducing our own titles on new markets or by marketing new titles on existing markets. Expanding frontier entrepreneurship: on our own steam, in cooperation with third parties or through acquisitions. A N N U A L R E P O R T TTG Netherlands In 2002, Starstyle was awarded the Mercur prize for In 2002, as part of the optimisation drive, TTG stream- Launch of the Year 2002. This was the icing on the cake lined its organisation and restructured various business following the successful introduction of this new monthly processes. Lithography has been outsourced to Van Ginneken magazine for young women. Paid circulation now regularly & Mostaard Group (a member of the Brouwer Groep). exceeds 50,000 copies. TTG has great expectations of Star- In April 2002, the activities of OOR were sold to style's future performance. Nederlandse Tijdschriften Groep. The deal included the This year, Autovisie introduced a new special, the magazine, the Internet activities, as well as the bi-yearly Pop 2002 guide on accessories and tuning. This special was encyclopaedia. This sale was effected because of the poor published along with the regular bi-weekly magazine and the perspective for both the readers market and the advertising Autovisie Jaarboek. This meant a further reinforcement of market and the magazine's inability to generate synergy with the magazine's position as 'opinion leader' within the car any other activity within TTG. Most of the staff transferred magazine segment. to the new owner. FHM registered robust growth on the readers market As part of the innovation programme, a new title, and is on its way to become market leader in the men's Gardens & Country, was introduced in the spring of 2002. magazine segment. FHM's position on the advertising Featuring all the aspects of outdoor life, this lifestyle maga- market has clearly improved compared to 2001. zine appeared twice in 2002. MAN was restyled in early 2002, which clearly led In 2002, a start was made with the Line and Brand to higher sales figures. Residence's celebrated its 15th Extension activities relating to existing TTG titles and brands. anniversary in 2002, highlighted with the publication of the Several books were published as well as many home shop- magazine's most voluminous issue ever. ping activities in the company's own titles. The Internet activities of TTG are performing well. The newsletters for readers of the various TTG titles have been Privé had a turbulent year, with the developments further professionalised. The total number of visitors of TTG surrounding the royal family, in particular, generating a great web sites rose from 2.5 million in 2001 to over 3.4 million deal of publicity. Both the regular publications and a success- in 2002. Furthermore, new web sites were introduced for ful special on the marriage of the crown prince and Máxima Elegance and Residence. reached a large readership. Circulation of the gossip maga- TTG Sweden zines is under pressure. With an average core circulation of TTG Sweden’s portfolio was expanded with the titles over 323,054 copies in the third quarter of 2002, Privé Residence and Cosmopolitan, the latter in a joint venture retained its leading position on the gossip market. In 2002, Hitkrant gained market share in the market with Hearst Corporation. The intention is to further expand for youth magazines. The magazine also had a good year the number of titles in the coming years. As a result, due to in terms of advertising, scoring particularly well among start-up losses during the next few years, these activities providers of ringtones and logos for mobile telephones. are not expected to make an immediate contribution to the 23 A N N U A L R E P O R T result. In contrast to the general advertising market trend between DataWire and e-Factory. The joint venture develops in Sweden, all TTG publications achieved higher advertising products that enable publishers to place their publications in turnover and, consequently, a higher result in 2002. full on the Internet. In addition, it provides the possibility to select editorial or other content according to any desired profile and to offer this on-line against payment. Cosmopolitan is a leader in the segment of Swedish women's magazines. Compared to 2001, circulation rose The first product, DIGI-dition enables De Telegraaf to by 17%, advertising turnover by 40%. In 2003 Cosmopolitan publish the entire newspaper, including photographs and is expected to make a positive contribution to the result. advertising, on the Internet under the name of Telegraaf-i. DistriQ B.V. The two boating magazines Båtnytt and Vi Båtägare Launched on 1 January, 2002, DistriQ is the nation- achieved the best result so far. Subscription turnover, in wide distribution organisation for the group's printed media. It particular, developed positively. In view of the positive trend in advertising turnover, the also distributes third party publications. Development of Dis- publication frequency of Residence has been stepped up triQ’s organisation has led to a physical separation of the dis- from six to seven issues a tribution departments from year. Residence has a sta- the publishing houses. The ble circulation of 30,000 distribution departments are copies. The advertisement now housed in several loca- sales for Golf Digest impro- tions according to plan. Like in Limburg, joint delivery of newspapers owned by the ved substantially compared to the difficult year 2001. Telegraaf group will be implemented in the province of NoordHolland in 2003. Further improvement of quality versus costs OTHER ACTIVITIES will be a top priority for all product streams. Distribution for external customers will be expanded. To increase DistriQ's name recognition, attention will be devoted to communica- DataWire B.V. tion. An example is the introduction of a new magazine and an interactive Internet site especially for DistriQ deliverers. DataWire focuses, amongst other things, on syndication - the processing, distribution and sale of existing content collected from editorial boards and various other Another focus in 2002 besides development of the sources. DataWire is also active in collecting and structuring DistriQ concept (so-called finely meshed professionalisation) sports results of a large number of competitions (especially was the preparation and implementation of the joint delivery amateur sports) and cinema and entertainment listings. experiment of the Dutch newspapers. At the end of 2003, These data are sold to operators of daily newspapers, a decision will have to be taken about a possible nationwide cable TV information services and teletext. DataWire, in roll-out of the system. Once it is clear whether this experi- collaboration with Mobillion and several publishers, also ment provides the predicted financial, qualitative and logistic operates SMS services in the area of football scores and advantages, it must also be considered whether this league tables. outweighs the disadvantages of divestment of a professional in-house distribution business. PayperNews is the name of the joint venture 24 A N N U A L R E P O R T V.o.f. SBS 6 / Net 5 Text PARTICIPATIONS This company produces the teletext pages of the SBS 6 and Net 5 broadcasting stations. Net 5 Text has entered into new joint ventures in a bid to improve its results. Regio-I Beheer C.V. In 2003, growth in this area will have to come from Regio-i is the joint venture in the area of the Internet multimedia projects in collaboration with third parties. A set up in 2001 by the regional newspapers of the Telegraaf combination of teletext, the Internet and print is the basis group and those of Noordelijke Dagblad Combinatie (NDC). for this strategy. Including the shares of HDC and MGL, the Telegraaf group V.o.f. V8 / Fox Kids Text holds a 75% stake in Regio-i. The cooperation between V8 and Fox Kids in teletext In Regio-i’s first year, a joint Content Management Sys- services was fruitful. Further expansion of these services in tem (CMS) was developed, which serves the daily news si- combination with Internet and mobile telephone services will tes and the commercial environments for cars, jobs and have to generate future growth. housing. On a daily basis 25,000 visitors to these sites Mobillion B.V. generated 175,000 page views. Mobillion is owned by MGW (35%), SBS (35%) In 2003, Regio-i will expand to include activities and management (30%). Mobillion develops and operates designed to encourage electronic submission of advertising facilities in added value services for mobile telephone material. Regio-i has acquired a 95 % share in MediaMenu owners. In 2002, turnover of Mobillion rose about 25% Holding for this purpose. MediaMenu develops Internet- compared to 2001. based technology that enables advertisers to link directly The Mobillion services are marketed under the to the publisher. This allows for considerable cost savings, strengthens customer relation-ships and makes Mobillion label with Mobillion handling everything from new service to marketing to end users. At the same time, product/market combinations possible Mobillion puts its expertise and production facilities at the Media Groep West B.V. disposal of partners and third parties. In such cases, N.V. Holdingmaatschappij De Telegraaf; has a 90% Mobillion acts as a technical support partner who translates share in Media Groep West BV (MGW) while UPC Nederland concepts into affordable and reliable services. End users holds the remaining 10%. MGW includes SBS 6/Net 5 can Text, V8/Fox Kids Text and Mobillion. SMS, teletext, wap, the Internet, i-mode, EMS, MMS, or a Further investment into cable TV Nieuwsnet 9 is be reached through interactive voice response, combination of these. unjustified given the channel’s sharply falling advertising revenues and uncertainty whether it will remain part of B.V. Algemeen Nederlands cable progamming. Effective June 30, 2002, the cable TV Persbureau ANP information service has ceased broadcasting. N.V. Holdingmaatschappij De Telegraaf is a minority Despite Nieuwsnet 9’s loss, MGW was able to close shareholder (28.4%) of Algemeen Nederlands Persbureau the year 2002 with a higher result. ANP in The Hague. Serving daily newspapers, radio and 25 A N N U A L R E P O R T SBS Broadcasting B.V. TV stations and ICT customers, ANP is the main press agency in the Netherlands. The performance of SBS Broadcasting B.V. during 2002 surpassed expectations, certainly given the difficult economy. SBS achieved a net profit of 1 14.9 million Wegener N.V. On December 31, 2002, NV Holdingmaatschappij compared to 1 1.86 million in 2001. The Telegraaf group De Telegraaf’s share in Wegener consisted of 9,593,478 30% share of 1 4.48 million in this result is shown under depositary receipts for ordinary shares of 1 0.30 par value 'income from participating interests'. Given that the compa- with an interest of 21.6% and 2,593,030 depositary ny can claim offsets for its tax losses, it will not have to pay receipts for 6.84% cumulative preference shares of 1 0.30 corporate tax. No dividend will be distributed for 2002. The par value with an interest of 32.1%. market share of SBS on the television advertising market In 2002, the stake in ordinary shares was raised rose from 26.8% in 2001 to 28.7% in 2002. On the from 20.5% to 21.6% through the purchase of 482,788 viewers market, the station share of the three SBS stations depositary receipts at an average price of 1 4.59. (in the target group of men and women aged 20-50) rose On December 31, 2002, the price was 1 4.80. The average from 22.1% in 2001 to 24.6%. purchase price was 1 5.91. Compared to the price on December 31, 2002, this represents a bookvalue of 1 10.6 Noordzee FM million which exceeds the market value. Given that we believe At year-end 2002 SBS Radio B.V. sold its 50.1% that there has been no structural decrease in value, we share in Publimusic B.V. (Noordzee FM) to Talpa manage- decided not to adjust the value downward. The cash dividend ment B.V. N.V. Holdingmaatschappij De Telegraaf, sold its for 2001 received on ordinary shares and the pro rata share 30% share in SBS Radio B.V. to the other participating in the preference dividend for 2002 are shown under 'income party, SBS Nederland B.V. Uncertainty regarding distribution from participating interests'. of air frequencies, insufficient profitability, and a lack of synergies with other activities of N.V. Holdingmaatschappij Brouwer Groep B.V. De Telegraaf prompted the sale. In the course of 2002, a legal merger was effected between the Biegelaar Groep (a wholly owned subsidiary of N.V. Holdingmaatschappij De Telegraaf) and the Brouwer Groep with retroactive force from January 1, 2002. The share in the new combination amounts to 43%. At the end of 2002, subordinated loans totalling 1 33.2 million had been extended at an interest rate of 7.5%. In 2002, integration of a number of operating companies was started, for which considerable provisions for restructuring were created and charged against the 2002 result. In 2003, the combination is expected to make a positive contribution to the result. Our pro rata shares in the loss for 2002 are shown under 'income from participating interests'. 26 A N N U A L R E P O R T EXHIBITIONS PROSPECTS Publishers in a multimedia society have to develop in The year 2003 will be dominated by further optimi- a multimedia direction. sation: restructuring measures already taken or planned To achieve this, the Telegraaf group in 2002 entered for both the Amsterdam companies and the regional news- into a joint venture with CEE Exhibitions, a member of Expo- papers will result in further reduction of personnel costs. media Group Plc. Expomedia is a British listed company, This is expected to be offset by an equal amount of which has successfully developed exhibition concepts in additional costs related to increases under the collective Europe and in the Far East. The goal of the joint venture is labour agreement sand the cost of new newspaper and to develop and operate events, consumer exhibitions and magazine activities. expositions in the Netherlands. Already three exhibitions in Further reduction in losses relating to Internet activi- the areas of fashion and cosmetics, lifestyle and food and ties and lower newsprint prices starting from April 2003 will beverages are planned for 2003. make a positive contribution to the result. The key factor remains nonetheless the development of the advertising volume. Figures for the first eight weeks of 2003 show a continued volume decline of an average 13% compared to the same period in 2002. Particularly job advertisements with relatively wider margins are again showing a downtrend. It is difficult at this stage to forecast the 2003 result given the uncertainty over the development of advertising turnover in 2003 (advertising accounted for 52% of group turnover in 2002). Managing Board F.Th.J. Arp W.O. Kok J. Olde Kalter A.J. Swartjes Amsterdam, 23 March 2003 27 A N L E A C S J AN AURA R KC EONU INNT G CONSOLIDATED BALANCE SHEET In duizenden Euro’s (in thousands of euros) (after appropriation of result) 31 december 2001 31 December 2002 31December december2001 2000 31 Vaste assets activa Fixed Immateriële vaste activa Intangible fixed assets 143,628 Materiëlefixed vaste activa Tangible assets 236,603 Financiëlefixed vaste activa Financial assets 143,029 – 409.375 146,612 – 409.375 350,289 97,343 Total fixed assets 523,260 594,244 Som der vaste activa Current assets Vlottende activa Inventories Voorraden Receivables Vorderingen Securities Effecten Liquid assets 12,688 17,289 118,073 120,360 3,603 4,673 69,143 29,997 203,507 172,319 207,782 238,191 Liquide middelen Total current assets Som der vlottende activa Current liabilities Kortlopende schulden Current assets net of current liabilities – Uitkomst vlottende activa min kortlopende schulden 4,275 – 518,985 Langlopende schulden Long-term liabilities Voorzieningen Provisions Eigen vermogen Shareholders’ equity 28 528,372 118 2,542 64,788 61,069 454,079 464,761 518,985 65,872 528,372 A N L E A C S J AN AURA R KC EONU INNT G CONSOLIDATED PROFIT AND LOSS ACCOUNT In duizenden (in thousandsEuro’s of euros) 31 december 2002 2001 Turnover 31 december 2001 2000 704,462 Vaste activa Changes in work-in-progress Net turnover Immateriële vaste activa – Materiële vaste activa Raw and auxiliary materials Financiële activa Wages andvaste salaries 820,219 —.— 2,001 704,462 822,220 409.375 – 87,049 155,154 216,696 229,865 Social security charges 47,738 44,399 Som der vaste Depreciation of activa tangible fixed assets 38,872 48,945 278,122 294,684 Other operating costs Total operating expenditure 409.375 668,477 773,047 35,985 49,173 Vlottende activa Operating profit before depreciation of goodwill and other value adjustments of goodwill Voorraden Vorderingen of goodwill Depreciation Effecten Other value adjustments of goodwill 14,233 12,484 —.— 27,227 Liquide middelen 14,233 39,711 21,752 9,462 Operating profit after depreciation of goodwill Som other der vlottende activa and value adjustments of goodwill Income from participating interest 2,160 Kortlopende schulden Interest income 5,947 Income from securities Interest charges – 3,620 262 – 4,852 384 1,898 – 3,026 Uitkomst vlottende activa min kortlopende schulden Balance of financial revenues and charges 6,471 – 3,874 Langlopende Pre-tax resultschulden from ordinary trading 28,223 5,588 Voorzieningen Tax on the result of ordinary trading 12,491 17,031 Eigen vermogen After-tax result from ordinary trading 15,732 Extraordinary result before tax – Tax on extraordinary result 31,830 – 11,185 – 11,443 28,180 10,113 Extraordinary result after tax – 20,645 – 18,067 Result after tax – 4,913 – 29,510 – 4,913 – 29,510 – 4,913 – 29,510 – 1 0.09 – 1 0.56 Result appropriation: Other reserves Dividend p.m. Loss per share 29 p.m. At a time when news is becoming increasingly globalised and uniform, regional newspapers readers' fulfil the confident need for reporting on more recognisable topics. Regional newspapers are in the process of reinforcing and optimising this particular position. This aim is being pursued along with tighter executive control based on financial targets, improvement of technical processes and flexible use of staff as well as a greater focus on the utilisation of economies of scale provided by the group as a whole. To their readers, regional newspapers are an independent source of recognisable information. To advertisers they represent a source of knowledge about the regional market and the businesses and sectors present in that market. This position can be exploited to provide readers with an independent framework for the exchange of opinions and information - in the newspaper and through other company-owned products and events. The relationship with advertisers can be strengthened by raising the service level. Confident, based on a unique position in the region. A N N U A L R E P O R T 3. Valuation PRINCIPLES OF CONSOLIDATION, VALUATION AND DETERMINATION OF THE RESULT Intangible fixed assets Goodwill, being the amount paid in excess of the value on the date of acquisition of participations, business activities and publishing rights is amortised against the result over a maximum period of twenty years. The value at the time of acquisition is determined on the basis of the 1. Consolidation criteria real value of the acquired (underlying) assets and liabilities. The consolidated accounts combine the financial data for parent company N.V. Holdingmaatschappij De Telegraaf, Tangible fixed assets its group companies and joint ventures. These assets are valued at cost less straight-line depreciation, based on economic life expectancy. These Consolidation is effected in accordance with the rates are: principles of valuation and determination of the result of the 4% or 5% per year on business premises depending on parent company. The financial data of the group companies their nature or purpose. are fully included in the consolidated annual accounts after varying from 10% to 20% per year on plant and elimination of intercompany relations and transactions. machinery. 20% per year on all other operational fixed assets. Minority stakes in shareholders’ equity and in the operational fixed assets subject with a rapid technical result of group companies are shown separately in the and/or economic obsolescence are written off over a consolidated annual accounts. The results of newly acquired period of three years. group companies are included in the consolidation from the Ground rent is amortised in accordance with the ground date of acquisition. The results of participation disposed of lease term in question. Land is not subject to depreciation. by the company are included in the consolidation up to the divestment date. Fixed assets under construction are valued at the With regard to the profit and loss account of N.V. Hol- amounts contracted for construction projects, plant and dingmaatschappij De Telegraaf use has been made of the machinery. exemption provided for in section 402, Book 2, of the Dutch Civil Code. Financial fixed assets Participations in which N.V. Holdingmaatschappij 2. Conversion of foreign currencies De Telegraaf is able to exert significant influence are valued The participations in Sweden are considered an inde- at the proportion of the net value asset, calculated in pendent foreign entity. The assets and liabilities of these accordance with the parent company’s accounting principles. participations are converted at the price on the balance Other participations are stated at the price of acquisition. sheet date, while results are converted at the average price at the time of the transaction. The difference is Long-term receivables are stated at their nominal directly accounted for in shareholders’ equity. value less any provisions deemed necessary. 31 A N N U A L R E P O R T Inventories The provision for supplementary retirement benefits Inventories of paper, where it concerns quantities that consists of the cash value of the retirement benefits allowed were also in stock in previous years, are valued at the lower and the pension contributions of employees who have been of cost price prevailing during those years and market price sick over a long period, plus the cash value of the share of as at the balance sheet date, and where it concerns the the health insurance of pensioners payable by the company. surplus, at the lower of cost price and market price. The provision is determined on an actuarial basis of 4% The other inventories are valued at the lower of (employees sick over a long period) or 5% (pensioners). purchase price and market value. The provision for supplementary disability benefits Receivables includes the allowance payable on top of the salary of Receivables are shown at nominal amounts less employees whose employment is terminated in connection provisions for bad debts where necessary. with the granting of a disability allowance under the Invalidity Insurance Act. The provision is determined on an actuarial Securities basis of 5%. The provision for reorganisations involves find- Securities are shown at the lower of cost and market ing alternative employment, redundancy compensation as price as at the balance sheet date. well as retraining and additional training at the Amsterdam businesses, Media Groep Limburg B.V. and Hollandse Liquid assets Dagbladcombinatie B.V. The provision is taken against fixed- These are stated at nominal amounts. interest securities. 4. Determination of the result Current and long-term liabilities The turnover is the proceeds charged to third parties The current and long-term liabilities are stated at and arising from services provided to third parties during nominal amounts. the financial year after allowing for VAT and discounts. Profits are taken only insofar as they are realised as Provisions of the balance sheet date. The provision for deferred taxation relates to the deferred tax liability arising from the difference between the valuation of assets and liabilities for commercial and tax-pur- Costs and risks incurred before the end of the poses. Any deferred tax receivables are set off against def- financial year are taken into account insofar as they can be erred tax commitments. anticipated. Calculation of this liability, which is shown at nominal In determining the result, account is taken of any value, is based on the current company tax rate. The provision for early retirement is stated at the cash special decline in value of fixed assets. This occurs if the value of the commitment to supplement amounts in excess realisable value of fixed assets is lower than the book value of the early retirement benefit limit. The commitment to of the asset in question. Special losses relating to a decline supplement covers a period of three to five years up to the in value are taken direct to the result. Thus adjusted, the age of 65. The provision is determined on an actuarial book value of the fixed assets in question is written down basis of 5%. over its remaining life. 32 A N N U A L R E P O R T 6. Segmented information The share in the result for the financial year is shown under ’income from participating interests’ where it Segmented information is stated on the basis of the concerns participations in which the company is able to same accounting policies as those underlying the statement exert significant influence. In respect of the other parti- and presentation of the consolidated annual accounts. cipations, dividend received is also shown under income Assets used jointly by two or more segments are only from participations; if any dividend is receivable on prefe- attributed to the segments if the income and expenditure rence shares, this shall be attributed to the year in which relating to these assets are also attributed to these the right to such dividend arose, unless receipt is uncertain. segments. The corporate segments are used as primary segmentation basis. Company tax is calculated on the result, taking into 7. Group structure account tax allowances, including the substantial holding exemption, and allowing for amounts that are not tax- In the course of 2002 a legal merger was accompli- deductible. The difference with the amount in tax payable shed between Biegelaar Groep B.V. and Brouwer Groep B.V. according to the profit calculation for tax purposes is shown effect retroactively from January 1, 2002. The financial in the provision for deferred taxation. consequences as a result of the disposal of Biegelaar Groep B.V. are explained in more detail in the statement 'information by business segments'. Extraordinary income and expenditure are generated by actions and events that are not associated with 8. Earnings per share the company’s normal business operations and, as a result, Earnings per share are being determined by dividing are non-recurrent. the portion of the result for the financial year available to 5. Consolidated cash flow statement ordinary shareholders by the weighted average number of The cash flow statement is prepared with the indirect ordinary shares outstanding during the financial year. method. The liquid funds in the cash flow statement consist of liquid assets and securities. The securities may be regarded as highly liquid investments. Cash flows in foreign currencies are converted at an estimated average exchange rate. Income and expenditure relating to interest, dividends received and income tax are stated under cash flow from operational activities. Paid dividends are shown under cash flow from financing activities. The acquisition price of group companies is shown under cash flow investment activities insofar as payment has been made in cash. The liquid funds held by newly acquired group companies are deducted from the acquisition price. 33 A N N U A L A C C O U N T S EXPLANATION OF THE CONSOLIDATED BALANCE SHEET (in thousands of euros, unless otherwise stated). 31 December 2002 31 December 2001 FIXED ASSETS Intangible fixed assets Goodwill 143,628 146,612 Position at beginning financial year 146,612 185,766 11,613 557 Add: - Goodwill paid on acquistion or expansion of participating interests Less: - Depreciation – 14,233 - Deconsolidation – 364 - Downward value adjustment – —.— – 12,484 —.— – 27,227 Position at end financial year 143,628 146,612 Total of depreciation and downward value adjustments 131,023 118,246 The downward value adjustments of goodwill relates to Dagblad De Gooi- en Eemlander. Financial year 2002 Purchase cost up to 2002 Tangible fixed assets Depreciation up to 2002 Book value 31-12-2002 Land and buildings1) 229,951 129,152 100,799 Plant and machinery 239,929 178,219 61,710 Other fixed assets 158,066 122,219 35,847 Fixed assets under construction Financial year 2001 38,247 —.— 38,247 666,193 429,590 236,603 Purchase cost up to 2001 Tangible fixed assets Depreciation up to 2001 Book value 31-12-2001 Land and buildings 1) 317,003 165,198 151,805 Plant and machinery 363,813 259,361 104,452 Other fixed assets 150,589 117,120 33,469 Fixed assets under construction 60,563 —.— 60,563 891,968 541,679 350,289 Buildings are insured on the basis of reinstatement value, the other assets on the basis of the cost of new construction. The amount covered by insurance is 1 637 million (previous year: 1 821 million). The item fixed assets under construction relates to buildings and/or plant and machinery: B.V. Rotatiedrukkerij Voorburgwal, Hollandse Dagbladcombinatie B.V., B.V. Dagblad De Telegraaf, and Media Groep Limburg B.V. 1) These items include the ground rent bought off in respect of the business sites of the group companies in Amsterdam. As at 31 December 2002 the book value of this amounts to: 1 5,758,000 (previous year: 1 4,725,000). 34 A N N U A L A C C O U N T S Movements in tangible fixed assets: Book value 1-1-2002 Land and buildings Plant and machinery Other fixed assets Fixed assets under construction Total 151,805 104,452 33,469 60,563 350,289 Acquisitions Deconsolidation —.— – 44,588 Investments —.— – 4,324 Disinvestments – Depreciation – Assets under construction put into operation Book value 31-12-2002 34,823 1,589 – 2,612 714 —.— – 20,902 17,487 – 2,088 – 3,950 6,850 – 15,323 – 19,270 13,595 6,880 3,821 100,799 61,710 35,847 31 December 2002 395 1,589 – 10,501 80,520 38,339 – 8,126 – 31,651 —.— – 41,443 – 24,296 —.— 38,247 236,603 31 December 2001 FINANCIAL FIXED ASSETS Non-consolidated participating interests Wegener N.V., Apeldoorn (21,6%, previous year 20,5%) 1) 74,820 72,607 —.— 4 Brouwer Groep B.V., Leusden (43%) 11,651 —.— SBS Broadcasting B.V., Amsterdam (30%) 17,385 12,710 11 11 —.— 1,603 2,123 1,301 431 —.— 11 156 1,661 1,903 130 —.— 18 9 Amse B.V., Arnhem (5%) 787 787 Exploitatiemaatschappij Nr 1 B.V., Buchten (Born) (40%) —.— 116 C.V. Regionale Uitgevers Zuid-Holland West, Berkel en Rodenrijs (17%) TV Krant Nederland, Den Helder (9,6%) SBS Radio B.V., Amsterdam (30%) B.V. Algemeen Nederlands Persbureau ANP, The Hague (28,4%) C.V. GBB De Nieuwsbrengers, Maarssen (33,3%) De Nationale Regiopers, Almere (19,6%) V.o.f. SBS 6 Text (45%) / V8 Fox kids text v.o.f, Amsterdam (45%) Autobytel Nederland v.o.f., Almere (37,5%) NWI Services B.V., De Bilt (20%) / Interactive Real Estate B.V., Hilversum (50%) Omroepbedrijf Limburg B.V., Maastricht (45%) 26 26 Televisiebedrijf Limburg B.V., Maastricht (45%) 636 636 29 —.— 7 —.— Mobillion, Ede (31,5%) RKK C.V., Vriezenveen (24%) TTG CosmoMag AB, Sweden (50%) Receivable from participating interest Other long-term receivables Total financial fixed assets —.— 5 109,726 91,874 32,427 4,868 876 601 143,029 97,343 1) As at 31 December 2002 the total market value, i.e. market value of ordinary shares and issueing price of cumulative preference shares, of the Package of Wegener N.V. amounted to approximately 1 64 million. Since depreciation is not regarded as permanent, downward value adjustment has not been accounted for. 35 A N N U A L A C C O U N T S Movements in financial fixed assets: Other participating interests participating interests 91,874 4,868 601 97,343 —.— —.— 231 231 20,334 36,173 442 56,949 53 —.— —.— – 398 – Book value 1 January 2002 Add: – Acquisitions – Investments Less: – Share in result – Distribution /repayment – – Book value 31 December 2002 2,429 Receivables from – 109,726 8,614 Other receivables – 32,427 876 Total 53 11,441 143,029 The item receivable from participating interest includes a loan of approximately 1 30 million to Brouwer Groep B.V. This loan to Brouwer Groep B.V. is subordinated as compared to the debts to credit institutions. 31 december 2002 31 december 2001 CURRENT ASSETS Inventories Raw materials 11,757 11,880 Auxiliary materials 931 1,318 Work in progress —.— 4,091 12,688 17,289 Trade receivables 72,842 96,254 Other receivables 6,500 —.— 10,788 —.— 463 —.— The purchase cost of the stock of raw materials amount to 1 14.1 million (previous year: 1 13.8 million). Accounts receivable Company tax Pension contribution Other receivables Accrued income 734 1,786 26,746 22,320 118,073 120,360 3,603 4,673 69,143 29,997 Securities Government bonds Liquid assets Cash and bank balances Liquid assets are freely available. 36 A N N U A L A C C O U N T S 31 December 2002 31 December 2001 CURRENT LIABILITIES Prepaid subscriptions 37,244 35,358 Suppliers 35,391 49,020 Taxes and social insurance premiums 11,044 9,798 Company tax —.— 627 Pension liabilities —.— 2,694 5,775 5,775 Dividend Other liabilities 906 8,968 1) Minority interest 698 75 116,724 125,876 207,782 238,191 Accruals and deferred income 31 December 2002 31 December 2001 LONG-TERM LIABILITIES This is a loan of 1 118,000 repayable in full in 2006. PROVISIONS 118 Position at 1–1– 2002 Deferred taxation Early retirement Allocations 2,542 Withdrawals Position at 31–12 – 2001 4,859 748 – 5,265 342 15,967 1,638 – 2,770 14,835 Pension allowance supplements 6,377 1,573 – 448 7,502 Disability benefit supplements 4,920 487 – 638 4,769 28,946 30,920 – 22,526 37,340 61,069 35,366 – 31,647 64,788 Reorganisation provisions Short-term commitments amount to approximately 1 3.6 million (previous year: 1 11.8 million). SHAREHOLDERS’ EQUITY For the notes to shareholders’ equity, please refer to balance sheet of N.V. Holdingmaatschappij De Telegraaf. 1) This amount includes a liability to shareholders of 1 6,807,000. This liability has been fully repaid in 2002. 37 A N N U A L A C C O U N T S EXPLANATION OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT (In thousands of euros, unless otherwise stated). 2002 2001 Net turnover 1. Breakdown of the net turnover by business segments: Publishers Printing products (not newspapers-related) 701,408 733,102 —.— 83,729 3,054 5,389 704,462 822,220 The Netherlands 687,963 799,578 Other EU states 16,421 21,355 78 1,287 704,462 822,220 82,951 148,810 4,098 6,344 87,049 155,154 216,696 229,865 Amsterdam businesses 2,237 2,366 Hollandse Dagbladcombinatie B.V., Haarlem 1,299 1,457 Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam 570 547 Media Groep Limburg B.V., Heerlen 705 761 Biegelaar Groep B.V., Maarssen Other activities 2. Breakdown of the net turnover by geographical area: Other European states Raw and auxiliary materials Paper and ink Auxiliary materials Wages and salaries In 2002 and 2001, the average work force totalled 5,477 and in 2001 6,012 respectively. Breakdown of the work force by operating company as at year-end: —.— 510 De Telegraaf België , Brussels 10 10 Media Groep West B.V., Amsterdam 35 38 TTG Sverige AB, Stockholm 24 24 Uitgeversmaatschappij De Trompetter B.V., Roermond DataWire B.V., Amsterdam Spiral B.V., Horst 38 113 114 7 —.— —.— 126 5,000 5,953 A N N U A L A C C O U N T S 2002 2001 Social insurance contributions Pension charges 18,189 20,483 Other social security charges 29,549 23,916 47,738 44,399 6,850 14,291 Plant and machinery 15,323 17,473 Other fixed assets 19,270 17,545 The release of the PEMBA-provision of 1 5.1 million is accounted for in the social insurance contribution. Depreciation of tangible fixed assets Land and buildings 41,443 Result disposed tangible fixed assets – 49,309 2,571 – 38,872 364 48,945 Note to company taxation Result before tax – 3,607 Company tax on this at the prevailing rate – – 22,592 1,244 – 7,907 Company tax in conformity with the consolidated profit and loss account: 1) - on the result on ordinary activities 12,491 - on the extraordinary result – 17,031 11,185 – 10,113 1,306 Difference in tax burden – 2,550 6,918 – 14,825 This difference is built up as follows: - tax allowances 387 - non tax-deductible amounts (notably depreciation of goodwill) – - balance of the result falling under the substancial holding exemption - release from deferral 324 3,384 – 13,580 447 – 1,652 – 14,825 —.— – 2,550 83 Extraordinary result before tax Extraordinary revenue 2) 590 Extraordinary expenditure 3) 715 – 32,420 – 28,895 – 31,830 – 28,180 Profit per share. In 2002, the total number of shares averaged 52,500,160 (2001: 52,500,160). Net loss for 2002 amounted to 1 4,913,000 (2001: net los 1 29,510,000). The loss per share amounts to in 2002 1 0.09 (2001: loss per share 1 0.56). 1) Company tax in conformity with the consolidated profit and loss account includes a withdrawal to the provision of 1 4,6 million (2001: withdrawal of 1 3,0 million). 2) Extraordinary benefit includes the third-party minority interest in the result of Media Groep West B.V. and Regio-i C.V. 3) Extraordinary expenditure includes allocation to the reorganisation provisions at the Amsterdam operations, Hollands Dagblad Combinatie B.V. and Media Groep Limburg B.V. 39 Door-to-door papers have a unique, finely meshed network at their disposal, which possesses in-depth knowledge of local/regional markets and knows what is driving consumers and entrepreneurs in those markets. The challenge is to take better and more effective advantage of that knowledge. This is done by splitting areas up into distribution areas served by newspapers whose content reflects the local market. closer to home Another avenue involves the development of new printed media, such as '!N', a trendy magazine targeting the upper segment of the local/regional market, and business-to-business publications focussing on enterprises located on business parks to raise their local profile. Yet another avenue is the provision of new types of service for local consumers, such as an sms service at the local level in collaboration with Datawire, and response measurements by telephone of local and regional topics in collaboration with Mobillion. In brief: door-to-door papers are seeking to reinforce the relationship with local readers and advertisers by using new media or publications as a means of moving closer and closer to the market. A N N U A L A C C O U N T S CASH FLOW STATEMENT (consolidated) (In thousands of euros). 2002 2001 Cash flow from operational activities Operating profit 21,752 9,462 Adjustments for: - depreciation 53,347 61,793 - other downward value adjustment fixed assets 2,329 27,227 - changes in short-term receivables 1,106 – 4,734 – 2,793 – 4,000 – 12,686 – 5,310 – 18,848 30,065 44,207 114,503 Dividend received from participating interests 2,213 3,999 Interest received/paid 4,311 978 - changes in inventories - changes in debts to suppliers and and other current liabilities - changes in provisions Cash flow from business operations Paid/received in respect of extraordinary result – 654 – 28,180 Tax on profit – 17,018 – 16,308 Cash flow from operational activities 33,059 74,992 Cash flow from investment activities Investment in intangible fixed assets – 11,613 – 550 41,710 – 15,875 Investments of tangible fixed assets – 38,339 – 61,290 Change in capital accounts payable – 10,199 – 10,830 Acquisition /divestment of group companies and other financial fixed assets Disinvestments of tangible fixed assets 31,651 5,169 Cash flow from investment activities 13,210 – 83,376 8,199 – 20,633 6 – 11 38,076 – 29,028 Cash flow from financing activities Dividend paid – 5,775 – 20,011 Changes in long-term liabilities – 2,424 – 622 Cash flow from financing activities – Exchange rate differences Changes in liquid assets (securities included) 41 A N N U A L A C C O U N T S INFORMATION BY BUSINESS SEGMENTS In 2002 was the sale of the Biegelaar Groep B.V. resolved. In the following information by business segments the Biegelaar Groep B.V. is the segment ‘printing products’. (In thousands of euros). 2002 2001 Turnover by segments Publishers Total turnover publishers 701,686 Less: - intersegments turnover 733,812 278 701,408 710 733,102 Printing products Total turnover printing products —.— Less : - intersegments turnover —.— 111,214 —.— 27,485 83,729 Other activities Total turnover other activities 3,054 Less : - intersegments turnover 5,389 —.— 3,054 Net turnover —.— 5,389 704,462 822,220 Result by segments Publishers Result publishers before depreciation of goodwill 48,434 59,087 Less: depreciation of goodwill and other value adjustments of goodwill 12,969 35,465 39,317 19,770 Printing products Result printing products before depreciation of goodwill —.— Less : depreciation of goodwill —.— 1,611 —.— 364 1,247 Other activities Result other activities before depreciation of goodwill – Less: depreciation of goodwill 582 36 – – 618 1,534 30 – 1,564 Result segments after depreciation of goodwill and other value adjustments of fixed assets Less: non-allocated costs – 34,847 19,453 13,095 9,991 21,752 9,462 Operation profit after depreciation of goodwill and other value adjustments of goodwill 42 A N N U A L A C C O U N T S 31 december 2002 31 december 2001 568,556 603,402 Assets by segments Publishers Total assets publishers Less : intersegments assets 571 567,985 43,830 559,572 Printing products Total assets printing products —.— Less : intersegments assets —.— 106,674 —.— —.— 106,674 Other activities Total assets othter activities 2,623 Less: intersegments assets —.— 5,456 2,623 —.— 5,456 Non-allocated 156,159 94,861 Total assets 726,767 766,563 Commitments by segments Publishers Total commitments publishers 235,591 Less: intersegments commitments 225,226 —.— 235,591 —.— 225,226 Printing products Total commitments printing products —.— Less: intersegments commitments —.— 61,967 —.— 42,155 19,812 Other activities Total commitments other activities 874 Less: intersegments commitments 570 4,831 304 Non-allocated Total commitments Investment 2002 Investment 2001 1,675 3,156 36,793 53,608 272,688 301,802 Depreciation 2002 Depreciation 2001 Intangible and tangible fixed assets by segments Publishers Printing products Other activities 45,225 54,459 51,342 51,609 —.— 6,460 —.— 9,525 71 881 353 295 45,296 61,800 51,695 61,429 43 A N N U A L A C C O U N T S BALANCE SHEET OF N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF (In thousands of euros). 31 December 2002 31 December 2001 Fixed assets Intangible fixed assets Goodwill 5,345 1,120 406 266 427,388 521,600 Other participating interests 31,975 16,401 Receivable on minority interests 31,207 4,868 1,705 2,298 352 454 Tangible fixed assets Other fixed assets Financial fixed assets Participating interests in group companies Deferred receivable tax Other receivables 492,627 545,621 Total fixed assets 498,378 547,007 Current assets Receivables Receivable on minority interests Tax and premiums social insurance contributions Pension contribution Other receivables Accrued income Liquid assets Total current assets 8,082 —.— 14,697 3,487 673 —.— 70 726 441 1,625 260 54 24,223 5,892 19,223 35,326 5,775 5,775 669 6,807 Current liabilities Banking institution Dividend Other liabilities Accrued liabilities Current assets net of current liabilities 4,870 6,054 30,537 53,962 – 6,314 492,064 44 – 48,070 498,937 A N N U A L A C C O U N T S 31 December 2002 31 December 2001 Provisions Pensions 14,781 Other provisions 23,204 15,594 18,582 37,985 34,176 Shareholders’ equity Issued capital Statutory reserves Other reserves 13,125 13,125 96 90 440,858 451,546 454,079 464,761 492,064 498,937 PROFIT AND LOSS ACCOUNT OF N.V. HOLDINGMAATSCHAPPIJ DE TELEGRAAF (In thousands of euros). 2002 Net income from participating interests 2001 11,165 – 11,095 Other net income and expenditure – 16,078 – 18,415 Result after tax – 4,913 – 29,510 45 A N N U A L A C C O U N T S EXPLANATION OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT For the general accounting principles and the principles for the valuation of assets and liabilities and the determination of the result, reference is made to the notes to the consolidated balance sheet and profit and loss account. Group companies are shown at their net asset value. (In thousands of euros, unless otherwise stated). 2002 2001 FIXED ASSETS Intangible fixed assets Goodwill Book value as at 1 January 1,120 Goodwill paid for acquisition and/or extension participating interest Depreciation charged to the result 5,958 – Book value as at 31 December 1,662 1,733 —.— – 5,345 542 1,120 Financial fixed assets Group companies with registered offices This item includes the following group of companies and receivables in respect of these group companies: Uitgeversmaatschappij De Telegraaf B.V., Amsterdam B.V. Uitgeverij De Echo, Amsterdam B.V. Dagblad De Telegraaf, Amsterdam B.V. Reclame ’t Gooi, Hilversum B.V. Rotatiedrukkerij Voorburgwal, Amsterdam B.V. Noorderpers, Hoorn B.V. Woonkrant.nl, Haarlemmermeer Media Groep Limburg B.V., Heerlen B.V. Beleggingsmaatschappij Voorburgwal, Amsterdam Uitgeversmaatschappij Limburgs Dagblad B.V., Heerlen Franken Beleggingsmaatschappij B.V., Deventer Limburgse Dagbladen Combinatie B.V., Heerlen De Telegraaf Tijdschriften Groep B.V., Amsterdam Grafisch Bedrijf Media Groep Limburg B.V, Heerlen TTG Sverige AB, Stockholm Uitgeversmaatschappij De Limburger B.V, Heerlen DistriQ B.V., Amsterdam Eolus B.V., Heerlen DataWire B.V., Amsterdam Uitgeversmaatschappij De Trompetter B.V., Roermond Media Groep West B.V., Amsterdam (90%) De Kempen Pers B.V., Hapert BasisMedia B.V., Amsterdam Regio I C.V./Regio I beheer B.V., Almere (75%) Hollandse Dagbladcombinatie B.V., Haarlem Media Menu Holding B.V., Leeuwarden HDC Uitgeverij Zuid B.V., Haarlem Verenigde Noordhollandse Dagbladen B.V., Alkmaar B.V. Drukkerij Noordholland, Hoorn Exploitatiemaatschappij G en E Vastgoed B.V., Hilversum Goois Weekblad B.V., Hilversum Hollandse Huis-aan-huisbladen Combinatie B.V., Amsterdam Uitgeverij Van Groenigen B.V., Haarlemmermeer Uitgeversmaatschappij Hollands Noorderkwartier B.V., Amsterdam 46 A N N U A L A C C O U N T S The annual accounts of these group companies are included in the consolidated balance sheet and profit and loss account. 31 December 2002 31 December 2001 Group companies Disclosed equity capital 137,247 161,581 Receivables and liabilities on balance 290,141 360,019 427,388 521,600 Other participating interests This item relates to the minority interest in: SBS Broadcasting B.V. (30%), Amsterdam Amse Europe B.V. (8,67%), Arnhem 17,385 12,710 787 787 2,123 1,301 11,651 —.— 29 —.— B.V. Algemeen Nederlands Persbureau ANP (28.4%) , The Hague Brouwer Groep B.V. (43%), Leusden Mobillion B.V. (31,5%), Ede SBS Radio B.V. (30%), Amsterdam —.— 31,975 Receivable on minority participating interest 1,603 16,401 31,207 4,868 1,705 2,298 352 454 492,627 545,621 Deferred tax receivable Other receivables Outstanding Total financial fixed assets Movements in financial Group companies fixed assets: Position at 1 january 2002 Other participating interests Receivable on minority participating interests Other receivables 521,600 16,401 Addj: – Acquisitions —.— 17,225 —.— —.— – Investments 1,186 —.— 34,953 —.— 11,213 —.— —.— —.— – Share in result Less: – Deconsolidation – 87,688 4,868 2,752 —.— —.— —.— – Share in result —.— – 48 —.— —.— – Disinvestments —.— – 1,603 —.— —.— – Payment/repayment —.— —.— – Dividend paid – 2,411 —.— – Other changes – 16,512 —.— 427,388 31,975 Position at 31 December 2002 47 – 4,868 – 3,746 – —.— 31,207 102 —.— – 593 2,057 A N N U A L A C C O U N T S 31 December 2002 31 December 2001 SHAREHOLDERS’ EQUITY Issued capital The authorised capital amounts to 1 50,000,000 divided into shares of 1 0.25 par value. Statutory reserves: Ordinary shares (including 1 240 priority shares) 13,125 11,912 —.— 1,213 13,125 13,125 Position at beginning of the financial year 90 101 Less/ Add: foreign exchange differences 6 Adjustment to shares of NLG 0.50 to 1 0.25 par value Statutory reserves Position at the end of the financial year – 11 96 90 451,546 488,044 Other reserves Position at the beginning of the financial year Less: Adjustment to shares of NLG 0.50 to 1 0.25 par value —.— – 1,213 Less: from processing loss – 4,913 – 29,510 Less: dividend – 5,775 – 5,775 Position at end of the financial year 440,858 451,546 Total shareholders’ equity 454,079 464,761 REMUNERATION MANAGING BOARD AND EX-MANAGING BOARD Standard Deferred remuneration remuneration Managing Board F.Th.J. Arp 447,722 42,940 W.O. Kok 444,416 20,039 J. Olde Kalter 454,349 67,928 A.J. Swartjes 454,349 54,026 1,800,736 184,933 Ex-Managing Board L.G. van Aken —.— 58,252 H. Schor —.— 57,876 —.— 116,128 48 A N N U A L A C C O U N T S REMUNERATION SUPERVISORY BOARD Standard Deferred remuneration remuneration A.J. van Puijenbroek 22,689 —.— W.H. Charles 19,286 —.— mrs. J.A. Brewer- de Koster 19,286 —.— —.— —.— 19,286 —.— L.G. van Aken 1) W. Overmars W. van Voorden 19,286 —.— H.L. Weenen 19,286 —.— 119,119 —.— The remuneration and any other terms of employment in respect of every Director are determined by the Supervisory Board, in accordance with the resolutions of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. Besides the fixed components of the remuneration, the group profit sharing scheme also applies to the Managing Board. The remuneration policy does not provide for a bonus scheme or share option scheme. The fee of the Managing Board included in the salaries amounted to 1 3.2 million in 2002. Remuneration to the Supervisory Board amounting to 1 119,100. As at 31 December 2002 the total amount of shares/depositary receipts N.V. Holdingmaatschappij De Telegraaf of the Supervisory Board and Managing Board were 23,376 and 1,931 respectively. 1) No remuneration pursuant to early retirement claim. Commitments and contingent liabilities Pursuant to section 403, paragraph 1, sub f, Book 2 of the Dutch Civil Code, the company has assumed liability for any debts arising from legal actions of the group companies consolidated under financial fixed assets, excluding Media Groep West B.V., Franken Beleggingsmaatschappij B.V., Mobillion B.V. and Drukkerij van Groenigen B.V. As part of the sale of her participation in SBS Radio B.V., N.V. Holdingmaatschappij De Telegraaf has a contingent liability for subsequent payment. This liability becomes instant if Radio Noordzee looses its broadcasting licence before 2010. The extent of the possible liability declines from a maximum of 1 0.9 million in 2003 to 1 0.5 million in 2010. On account of the merger between Biegelaar Groep B.V. and Brouwer Groep B.V., N.V. Holdingmaatschappij De Telegraaf N.V. has possible liabilities in respect of mutual guarantees - until 31 December 2008 at the latest to a maximum of 1 4.5 million - and fees for former employees of Biegelaar - until 31 December 2007 at the latest, the extent of the possible liability cannot be estimated. Furthermore, N.V. Holdingmaatschappij has entered into a printing contract with Brouwer Groep B.V. until 1 January 2007. Amsterdam, 25 March 2003 Managing Board Supervisory Board F.Th.J. Arp A.J. van Puijenbroek W.O. Kok W.H. Charles J. Olde Kalter J.A. Brewer- de Koster A.J. Swartjes L.G. van Aken W. Overmars W. van Voorden H.L. Weenen 49 OTHER D ATA PUBLICATIONS AND ACTIVITIES OF DE TELEGRAAF COMPANY PER JANUARY 2003 Magazines Internet Amstelland/Haarlemmermeer www.cosmopolitan.se Witte Weekblad Netherlands www.batnytt.se Autojournaal Privé www.vibatagare.se Zondagochtendblad Limburgs Dagblad Elegance www.residence.se Dagblad De Limburger MAN www.golfdigest.se Haarlems Dagblad Residence Newspapers De Telegraaf Sp!ts ’t Gooi and surrounding area De Gooi- en Eembode IJmuider Courant Hitkrant Other Leidsch Dagblad Gardens & Country internet activities De Gooi- en Eemlander Autovisie Noordhollands Dagblad Voetbal Magazine www.dft.nl Baarns Weekblad including: FHM (For Him Magazine) Speurders.nl Woonbode Alkmaarsche Courant Starstyle autotelegraaf.nl Goois Weekblad (expires Schager Courant Chapeau! (issued by MGL) elcheapo.nl 1 February 2003) Enkhuizer Courant Nummer 1 (issued by MGL) vacaturekrant.nl De Nieuwe Weesper (expires Dagblad voor West-Friesland College Magazine (issued by Sp!ts) weerkamer.nl 1 February 2003) Laarder Courant De Bel Nieuwsblad voor Huizen Vecht-Journaal woonkrant.nl Helderse Courant Dagblad Kennemerland Internet reiskrant.nl Flevoland Dagblad Zaanstreek www.ttg.nl www.spitsvacatures.nl De Almare (3 editions) Nieuwe Noordhollandse Courant www.autovisie.nl www.zorgvacatures.nl ’t Groene Weekblad (expires www.hitkrant.nl www.Limburgpersoneel.nl April 2003) Internet www.gardens-country.nl www.Limburgopwielen.nl Zondagochtendblad www.telegraaf.nl www.prive.nl www.Limburgwonen.nl www.basismedia.nl www.fhm.nl www.autocircuit.nl Haarlem and surrounding area www.spitsnet.nl www.starstyle-magazine.nl www.woneninholland.nl Nieuwsblad De Kennemer www.haarlemsdagblad.nl www.man.nl www.werkeninholland.nl Haarlems Weekblad www.ijmuidercourant.nl www.fc-voetbalmagazine.nl www.groeneweekblad.nl Heemsteedse Courant www.leidschdagblad.nl www.residence.nl www.nhd.nl www.elegance.nl Door-to-door papers Nieuwsblad Santpoort www.noordhollandsweekblad.nl www.collegemagazine.nl and news journals & Velserbroek www.gooieneemlander.nl www.marinan.com Nieuwsblad IJmuiden Zondagochtendblad Greater Amsterdam area www.mgl.nl www.limburgsdagblad.nl Sweden De Echo (11 editions) Leiden and surrounding area www.limburger.nl Vi Båtägare Het Weekblad voor de Noord- Het op Zondag www.hollandcombinatie.nl Båtnytt Amsterdammer/Edam/ Autojournaal www.trompetter.nl Golf Digest Volendam/Waterland Witte Weekblad Residence Amstelveens Nieuwsblad Cosmopolitan Het Weekend 50 OTHER D ATA Duin- en bollenstreek North Brabant East Other activities Witte Weekblad De Trompetter (4 editions) DataWire B.V. De Schakel Alphen a/d Rijn Veldhovens Weekblad and surrounding area Oirschots Weekjournaal Witte Weekblad Kempener Koerier Participating interests Media Groep West B.V. .................................................. (90%) De Kempenaer V.o.f. SBS 6/Net 5 Text ...............................................(45%) Zaanstreek/Purmerend De Hilverbode V.o.f. V8/Fox Kids Text .................................................(45%) Noordhollands Weekblad Nieuwsklok Mobillion B.V. ......................................................... (31.5%) De Zaankanter De Krommenieër Limburg SBS Broadcasting B.V. ................................................... (30%) Het Gezinsblad De Trompetter (12 editions) Wegener N.V. ............................................................ (21,6%) Audiovisual activities B.V. Dagblad De Telegraaf: Zondagochtendblad West-Friesland RKK Beheer B.V. .........................................................(25%) Westfries Weekblad Cable TV information services Bohil Media B.V. . ........................................................(20%) Enkhuizer Weekblad NieuwsNet 9 Advanced Matching Systems Europe B.V. ................... (8,67%) Noordhollands Weekblad Call centre services Zondagochtendblad Participating interests in national Alkmaar Regio I beheer B.V. ..........................................................(75%) commercial TV Media Menu Holding B.V. ........................................(71,25%) Teletext activities Media Menu Auto’s B.V. ..........................................(71,25%) and surrounding area Alkmaars Weekblad Internet De Koerier www.mediagroepwest.nl De Nationale Regiopers C.V. ......................................... (25,8%) De Duinstreek Nieuwsblad voor Castricum Media Groep Limburg B.V.: Printing companies Exploitatiemaatschappij Nr. 1 B.V. ................................ (40%) Noordhollands Weekblad Zondagochtendblad Regionale Televisie Limburg B.V./L1 ............................. (45%) B.V. Rotatiedrukkerij Voorburgwal Regionale Omroep Limburg B.V./L1 ............................. (41%) B.V. Drukkerij Noordholland North Holland North Nieuwsdruk Limburg Brouwer Groep B.V. .........................................................(43%) Helders Weekblad Schager Weekblad B.V. Algemeen Nederlands Persbureau ANP .....................(28,4%) Logistics TTG CosmoMag AB ..........................................................(50%) CTR/De Polderbode Gemeenschappelijk Bezorgbedrijf B.V. GBB C.V................(33,33%) Noordhollands Weekblad DistriQ B.V. Wieringer Courant Telegraaf Distri B.V. Wieringermeerbode Regio Distri B.V. Zondagochtendblad 51 Corporate objectives could never be achieved without a focussed personnel policy. The staff must implement the policy and provide input. The company's human resources policy must direct and support this process and make the instruments available that enable employees to determine their own future. Part and parcel of this endeavour is the promotion of mobility within the organisation, to find solutions for redundant staff, but also to encourage mobility within the organisation and to effect the exchange of knowledge and experience. This is supported by making the terms of employment uniform, creating a transparent salary dynamic system, and putting increased and more systematic emphasis on staff training. A management development trajectory successors must to produce current senior management. Corporate policy in the area of health and safety at work and reintegration should result in increased participation in the labour process. Also, new solutions need to be found to issues such as flexible retirement and extension of participation in the labour process. In other words: age-conscious human resources management for a dynamic organisation. OTHER AUDITORS’ REPORT D ATA DIVIDEND PROPOSAL We propose to declare a dividend for 2002 of 1 0.11 Introduction We have audited the accompanying 2002 financial in cash per share of 1 0.25 par value charged to the other statements of N.V. Holdingmaatschappij De Telegraaf, reserves. A dividend of 1 0.11 per share of 1 0.25 par Amsterdam. These financial statements are the responsibi- value was also paid out in 2001. lity of the company’s management. Our responsibility is to 2002 express an opinion on these financial statements based on 2001 Distribution of profit: our audit. Other reserves – Dividend Scope standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. Opinion In our opinion, the financial statements of N.V. Holdingmaatschappij De Telegraaf give a true and fair view of the financial position of the company as of December 31, 2002 and of the result for the year then ended in accordance with accounting principles generally accepted in the Netherlands and comply with the financial reporting requirements as included in Part 9 of Book 2 of the Netherlands Civil Code. Leiden, 25 March 2003. Deloitte & Touche Accountants 53 – p.m. – We conducted our audit in accordance with auditing 4,913 4,913 29,510 p.m. – 29,510 OTHER D ATA In April, Dagblad De Telegraaf will be launching the POST BALANCE SHEET EVENTS bi-weekly publication of AutoTelegraaf Magazine. Circulation of this full colour advertising magazine will total 40,000 copies. Filled with car ads placed by dealers, garages and private individuals, AutoTelegraaf Magazine will also include During the first quarter of 2003, De Telegraaf increased an editorial section featuring automotive news and backg- its interest in Wegener to 23.9%, which represents an rounds written by De Telegraaf car editors. expansion of the share package by 1,001,285 shares to a total of 10,594,753 shares. Expansion of the package took In April, Hollandse Dagbladcombinatie BV (HDC) is going place in several transactions during the quarter. to launch Almere Vandaag, a free newspaper in Almere. The new paper will be delivered door-to-door four times a At year-end 2002 Holdingmaatschappij De Telegraaf week. 't Groene Weekblad, the door-to-door paper currently holds 37.5% of the shares in Autobytel Nederland V.O.F. distributed in the region, will be absorbed by the new paper. In early January, agreement was reached with the co-shareholders about the disposal of this share. This deal meant De Telegraaf Tijdschriften Groep (TTG) is starting a joint that Pon Holdings became sole owner as of the same date. venture with the Hearst Corporation under the name of TTG Hearst BV. The first goal of this joint venture is the intro- As from April, B.V. Dagblad De Telegraaf, in collaboration duction of CosmoGirl on the Dutch market later this year. with Media Beheer I Vriezenveen B.V., is going to distribute An agreement has also been reached with Readers- a regional section in the east of the country. A limited house/Hearst about the takeover of the publication rights partnership, RKK C.V. (Regionale Kranten Katern), in which of Esquire for the Dutch market. De Telegraaf has a 25% share, has been set up for this purpose. RKK will, under its own responsibility, produce a daily independent newspaper for distribution in combination with Dagblad De Telegraaf among the current readership in the Twente region. B.V. Dagblad De Telegraaf has acquired a 20% share in Bohil Media B.V. and will expand this share to 100% within a period of three years. Bohil Media is the publisher of the 'Boten' and 'Campers & Caravans' magazines, including the corresponding 'botentekoop.nl' and 'camperscaravans.nl' websites. 54 OTHER D ATA If the distribution of dividend on preference shares, as PROFIT APPROPRIATION AS PROVIDED FOR IN THE ARTICLES OF ASSOCIATION referred to in paragraph 2, cannot be effected or not in full because the profit is not sufficient, the deficit shall be paid out of the distributable portion of shareholders’ equity. The dividend is determined over the paid-up portion of the nominal amount. The remaining profit shall be at the disposal of the Pursuant to article 34 of the articles of association of General Meeting provided that no further dividend is to be N.V. Holdingmaatschappij De Telegraaf, the following rules distributed on priority shares and preference shares. apply to the appropriation of profits: Profit distributions may not exceed the amount of the disSubject to the approval of the Supervisory Board and tributable portion of shareholders' equity. Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf, the Managing Board shall decide If the balance shows a loss for any year, no dividend every year what percentage of the profit - the positive will be distributed for that year. No dividend may be paid in balance of the profit and loss account - is to be added to the subsequent years until the loss has been fully compensated reserves. for by the profit. However, at the proposal of the priority shareholders, Out of the profits, after addition to the reserves in ac- the general meeting may resolve to make up such loss to cordance with the preceding paragraph, a dividend shall be the debit of the distributable portion of shareholders' equity paid on the amount paid in on the preference shares, the or to distribute a dividend to the debit of the distributable percentage of which shall be equal to the average yield of portion of shareholders' equity as well. Dutch medium-term government bonds as at the beginning of the financial year to which the distribution relates, incre- Distribution of profit is effected following approval of the ased by one per cent. The average yield is determined by the annual accounts showing that such distribution is permitted. Managing Board subject to the approval of the Supervisory Board. In determining the profit distribution, the shares held by the company in the capital are not included in the A primary dividend amounting to five per cent of the no- calculation. minal amount of their shares or - if the profit is not sufficient for this - as high a percentage as possible, is then paid out to the holders of ordinary shares and priority shares. Where it concerns priority shares, the percentage of the abovementioned dividend may not exceed the percentage of the legal interest rate prevailing on the last day of the financial year in question. 55 OTHER D ATA Declaration of independence SPECIAL RIGHTS UNDER THE ARTICLES OF ASSOCIATION The Managing Board of N.V. Holdingmaatschappij De Telegraaf and the Board of Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf hereby declare that, in their joint opinion, the requirements with respect to the independence of the Board of Stichting Priority shares Beheer van prioriteitsaandelen N.V. Holdingmaatschappij The priority shares are held by the Stichting Beheer De Telegraaf, set out in Annex X to the Listing and Issuing van prioriteitsaandelen N.V. Holdingmaatschappij De Tele- Rules of Amsterdam Exchanges N.V., Amsterdam, have graaf, the Board as of December 31, 2002 consists of Mrs been fully met. J.A. Brewer-de Koster and Messrs L.G. van Aken, E.F.M. Kok, A.J. van Puijenbroek and E.H. van Puijenbroek. Managing Board of N.V. Holdingmaatschappij De Telegraaf The goal of the foundation is to acquire and manage the priority shares in the company and, to ensure continuity in the Board of Stichting Beheer management of the company, to defend against influences on van prioriteitsaandelen the management that could prejudice the company’s indepen- N.V. Holdingmaatschappij De Telegraaf dence and would be contrary to the company’s interest, and to further a good policy in the company’s interest. Amsterdam, March 2003. The powers attached to the priority shares include the right of granting approval for resolutions for the issue of shares, of fixing the number of Managing Board members and their remuneration, of fixing the number of members of the Supervisory Board of the company, and of taking the initiative for an amendment to the articles of association and dissolution of the company before the General Meeting of Shareholders can take a decision on that. 56 OTHER Preference shares D ATA As of the balance sheet date no preference shares The goal of Stichting Preferente Aandelen De Telegraaf had been issued. To look after the interests of the company limited by Declaration of independence is: shares N.V. Holdingmaatschappij De Telegraaf, established in Amsterdam, hereinafter called: ’the company’, the com- The Managing Board of N.V. Holdingmaatschappij panies associated with it and all those involved, by defen- De Telegraaf and the Board of Stichting Preferente Aandelen ding the company as much as possible against influences De Telegraaf hereby declare that, in their joint opinion, the that could threaten its continuity, independence or identity requirements in respect of the independence of the Board and would be contrary to these interests. of Stichting Preferente Aandelen De Telegraaf, set out in Annex X to the Listing and Issuing Rules of Amsterdam Defending the company against influences of third Exchanges N.V., Amsterdam, have been fully met. parties that could impair editorial independence, as well as the principles underlying editorial policy concerning news Managing Board of publications of enterprises within the group. N.V. Holdingmaatschappij De Telegraaf The foundation seeks to achieve this goal by acquiring Board of Stichting preference shares in the company and by exercising the Preferente Aandelen De Telegraaf rights attached to these shares. In doing so, the foundation takes into account the purpose for which preference shares Amsterdam, March 2003. may be issued. This purpose does not include the sale, encumbrance or any other disposal of shares except in case of: Sale to the company itself or to a company associated with it within the group and designated by the company; Collaboration in the repayment on and the cancellation of shares. The right to issue preference shares of N.V. Holdingmaatschappij De Telegraaf has been granted by Stichting Beheer van prioriteitsaandelen N.V. Holdingmaatschappij De Telegraaf. The Board consists of one Chairman and four members. Composition of the Board as of December 31, 2002: G.G. Witsen Elias (Chairman), S.E. de Jong, A. den Bandt, E.F.M. Kok and A.J. van Puijenbroek. 57 OTHER D ATA KEY FIGURES AS OF BALANCE SHEET DATE 2002 2001 2000 1999 1998 1997 454,079 464,761 500,057 471,529 430,079 386,903 62.5% 60.6% 61.6% 63.2% 65.3% 65.7% 0.98 : 1 0.72 : 1 0.70 : 1 1.44 : 1 1.55 : 1 1.48 : 1 borrowed capital 1.67 : 1 1.54 : 1 1.60 : 1 1.72 : 1 1.88 : 1 1.92 : 1 Net turnover x 1 1,000 704,462 822,220 811,147 721,335 689,916 616,122 Shareholders’ equity x 1 1,000 Shareholders’ equity as a percentage of total assets Current assets: short term liabilities Shareholders’ equity: Cashflow x 1 1,000 50,763 59,510 113,872 120,798 119,376 108,154 Net profit x 1 1,000 – 4,913 – 29,510 48,452 64,794 65,877 56,573 –0.7% – 3.6% 6.0% 9.0% 9.5% 9.2% 3.1% 1.2% 9.9% 12.3% 12.8% 12.8% 150,205 151,561 156,690 153,922 151,018 141,625 Work force at year-end 5,000 5,953 6,070 5,337 5,180 4,901 Return on shareholders’ equity –1.1% – 6.4% 9.7% 13.7% 15.3% 14.6% p.m. p.m. 41.3% 36.0% 35.4% 35.4% 8.65 8.85 9.52 8.98 8.19 7.37 Net profit as a percentage of net turnover Operating profit as a percentage of net turnover Average net turnover per employee Pay-out ratio Per share of 1 0.25 or NLG 0.50 par value: (rounded off to full eurocents) Shareholders’ equity Cash flow 0.97 1.13 2.17 2.30 2.27 2.06 – 0.09 – 0.56 0.92 1.23 1.26 1.08 0.11 0.11 0.38 0.44 0.44 0.38 Price: low 13.00 14.00 20.80 16.88 17.47 16.34 Price: high 24.47 22.90 37.00 24.69 23.82 22.01 Closing rate of exchange as per 31 December 15.44 17.09 21.60 22.00 22.91 17.33 Profit Dividend *Including a jubilee dividend 58 OTHER 1996 1995 1994 1993 348,299 358,095 327,813 298,831 65.9% 70.3% 69.1% 68.2% 1.58 : 1 2.25 : 1 1.87 : 1 1.43 : 1 1.93 : 1 2.37 : 1 2.23 : 1 2.15 : 1 582,303 522,530 495,793 475,885 86,435 87,028 83,759 78,112 38,391 45,973 41,487 34,944 6.6% 8.8% 8.4% 7.3% 11.2% 11.8% 11.3% 9.3% 141,035 127,966 120,932 114,489 4,599 4,528 4,551 4,573 11.0% 12.8% 12.7% 11.7% 42.2% 35.0% 35.9% 41.9% D ATA NUMBER OF EMPLOYEES IN RELATION TO TURNOVER 118 Index 1997=100 1998 1999 Turnover 119 119 113 105 103 102 104 100 2000 102 103 2001 Av. number of employees 2002 Turnover per employee MOVEMENTS EBITDA IN RELATION TO TURNOVER x 1 1 million 811 690 6.63 6.82 6.24 5.69 1.65 1.66 1.60 1.49 0.73 0.88 0.79 0.67 0.31 0.31 0.29 0.28* 12.84 9.76 8.55 5.22 19.24 13.95 11.37 9.02 16.51 12.82 11.34 9.02 722 822 704 146 1998 149 1999 141 2000 Turnover 59 99 94 80 2001 2002 EBITDA A N N U A L R E P O R T PRO FORMA CONSOLIDATED PROFIT AND LOSS ACCOUNT (in thousands of euros) 2002 2001 2001 after deconsolidation Biegelaar Groep Turnover 704.462 Changes in work-in-progress Net turnover Raw and auxiliary materials Wages and salaries 820.219 738.492 —.— 2,001 —.— 704,462 822,220 738,492 87,049 155,154 100,439 216,696 229,865 210,204 Social security charges 47,738 44,399 39,685 Depreciation of tangible fixed assets 38,872 48,945 39,913 278,122 294,684 300,691 Other operating costs Total operating expenditure 668,477 773,047 690,932 35,985 49,173 47,560 Operating profit before depreciation of goodwill and other value adjustments of goodwill Depreciation of goodwill Other value adjustments of goodwill 14,233 12,484 12,120 —.— 27,227 27,227 14,233 39,711 39,347 21,752 9,462 8,213 Operating profit after depreciation of goodwill and other adjustments of goodwill Income from participating interest 2,160 Interest income 5,947 Income from securities Interest charges – – 3,620 262 – 4,852 5,498 384 1,898 – Financial revenues and charges 384 3,026 6,471 7,632 – – 3,389 3,874 – 5,139 Pre-tax result from ordinary trading 28,223 5,588 3,074 Taxation on result from ordinary trading 12,491 17,031 18,119 After-tax result from ordinary trading 15,732 – 11,443 – 15,045 Extraordinary result before tax Tax on extraordinary result – 31,830 – 28,180 – 24,288 11,185 10,113 9,823 Extraordinary result after tax – 20,645 – 18,067 – 14,465 Result after tax – – 29,510 – 29,510 60 4,913 A N N U A L R E P O R T PRO FORMA CONSOLIDATED PROFIT AND LOSS ACCOUNT (in thousands of euros) 2002 2001 2001 after deconsolidation Biegelaar Groep Turnover 704.462 Changes in work-in-progress Net turnover Raw and auxiliary materials 820.219 738.492 —.— 2,001 —.— 704,462 822,220 738,492 87,049 155,154 100,439 216,696 229,865 210,204 Social security charges 47,738 44,399 39,685 Depreciation of tangible fixed assets 38,872 48,945 39,913 Wages and salaries Other operating costs 278,122 294,684 Total operating expenditure 300,691 668,477 773,047 690,932 35,985 49,173 47,560 Operating profit before depreciation of goodwill and other value adjustments of goodwill Depreciation of goodwill Other value adjustments of goodwill 14,233 12,484 12,120 —.— 27,227 27,227 14,233 39,711 39,347 21,752 9,462 8,213 Operating profit after depreciation of goodwill and other adjustments of goodwill Income from participating interest 2,160 Interest income 5,947 3,620 5,498 262 384 384 Income from securities Interest charges – – 1,898 – Financial revenues and charges 4,852 – 3,026 6,471 – – 7,632 3,389 3,874 – 5,139 Pre-tax result from ordinary trading 28,223 5,588 3,074 Taxation on result from ordinary trading 12,491 17,031 18,119 After-tax result from ordinary trading 15,732 – 11,443 – 15,045 Extraordinary result before tax Tax on extraordinary result – 31,830 – 28,180 – 24,288 11,185 10,113 9,823 Extraordinary result after tax – 20,645 – 18,067 – 14,465 Result after tax – – 29,510 – 29,510 60 4,913 S T R U C T U R E O F T H E T E L E G R A A F C O M PA N Y J A N U A RY 2 0 0 3 Uitgeversmaatschappij De Telegraaf B.V. B.V. Rotatiedrukkerij Voorburgwal B.V. Dagblad De Telegraaf Woonkrant.nl B.V. IRE.COM B.V. BasisMedia B.V. Media Groep Limburg B.V. Limburgse Dagbladen Combinatie B.V. B.V. Agentenadministratiekantoor ’t Gooi DataWire B.V. Telegraaf Media Management B.V. Hollandse Huis-aanhuisbladen Combinatie B.V. B.V. Beleggingsmaatschappij Voorburgwal Uitgeversmaatschappij De Trompetter B.V. Hollandse Dagbladcombinatie B.V. Regio I C.V./ Regio I beheer B.V. Regionale Televisie Limburg B.V./ L1 Exploitatiemaatschappij Nr. 1 B.V. Regionale Omroep Limburg B.V./ L1 De Nationale Regiopers C.V./ NRp Beheer B.V. Wegener N.V. GBB C.V. GBB B.V. Regio I C.V./ Regio I beheer B.V. (25%) (45%) (40%) (41%) (11,8%) (21,6%) (33,33%) (25%) Grafisch UitgeversUitgeversBedrijf maatschappij maatschappij Media Groep De Limburger Limburgs Limburg B.V. B.V. Dagblad B.V. (Nieuwsdruk Limburg) Uitgeverij Hoevelaken Beheer B.V. B.V. Uitgeverij De Echo Uitgeverij Van Groenigen B.V. B.V. Noorderpers B.V. Reclame ’t Gooi De Kempen Pers B.V. TTG Sverige AB Advanced Matching Systems Europe B.V. RKK Beheer B.V. Bohil Media B.V. TTG CosmoMag AB (8,67%) (25%) (20%) (50%) Twickel B.V. DistriQ B.V. De Telegraaf Tijdschriften Groep B.V. Telegraaf Distri B.V. Regio Distri B.V. Brouwer Groep B.V. Regio I C.V./ Regio I beheer B.V. B.V. Algemeen Nederlands Persbureau ANP SBS Broadcasting B.V. Media Groep West B.V. (43%) (25%) (28,4%) (30%) (90%) Mobillion B.V. De Nationale Regiopers C.V./ NRp Beheer B.V. (14,0%) (70%) HDC Uitgeverij Zuid B.V. Goois Weekblad B.V. B.V. Drukkerij Noordholland Verenigde Noordhollandse Dagbladen B.V. Exploitatiemaatschappij G+E Vastgoed B.V. N.V. Holdingmaatschappij De Telegraaf Basisweg 30 1043 AP Amsterdam
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