Annual Report • Apr 19, 2013
Annual Report
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Annual report 2012 I Activities 2013
Annual report 2012 I activities 2013
| Preface by Baron Hugo Vandamme | 7 |
|---|---|
| Activities report by Rik De Nolf | 8 |
| Roularta Media Group in 2012 | 12 |
| MAGAZINES BELGIUM | 17 |
|---|---|
| News magazines | 18 |
| Lifestyle magazines | 20 |
| Business magazines | 22 |
| Trends Top | 24 |
| Sports magazines | 26 |
| People, royalty and TV magazines | 28 |
| Newsletters | 30 |
| B2B magazines | 32 |
| ActuaMedica | 34 |
| Roularta Recruitment Solutions | 36 |
| Roularta Custom Media | 38 |
| 360° strategy | 40 |
| Magabooks and line extensions | 42 |
| MAGAZINES FRANCE | 45 |
|---|---|
| News magazines | 46 |
| Business magazines | 48 |
| Financial magazines | 50 |
| Culture magazines | 52 |
| Home and interior magazines | 54 |
| Lifestyle magazines | 56 |
| Group l'Etudiant | 58 |
| People magazines | 60 |
| Groupe Express-Roularta digital | 62 |
| MAGAZINES BE - NL - DE | 65 |
| Service magazines for senior citizens | 66 |
| G/Geschichte | 68 |
| Magazines for young parents | 70 |
Children's and young people's magazines 72 Lifestyle magazines for gardens and decoration 74
| 77 | ANNUAL REPORT | 111 |
|---|---|---|
| 114 | ||
| 150 | ||
| 210 | ||
| 81 | Statutory annual accounts | 212 |
| 82 | ||
| 86 | ||
| 89 | ||
| 104 | ||
| 107 | ||
| 78 84 90 92 94 96 98 100 102 |
Directors' report Consolidated fi nancial statements Statutory auditor's report " 360° |
Roularta Printing 108
5
Thanks to internet, every one of us has obtained the ability to live and work very differently. We mail, surf and skype to our hearts' content. We choose our travel destinations and
book our tickets digitally and we buy all kinds of products online. But we still are well advised to try out the piano that looks good on screen, and check whether the pretty dress really fi ts before buying it. One of the surprising trends is
that there are commercial activities and phenomena that have declined much less than expected and are even holding their own in this digital age. Like for example the TV spot, once doomed to disappear but still very successful.
The survivors are not so diffi cult to track. Strong products and services, and strong brands. Hence the continuous and unrelenting efforts within the Roularta group to adapt and/or improve the existing range of products. The focus is not just on layout, but also and in particular on content. Building on the strength of well-established titles we are constantly working on new initiatives like events and matching exhibitions and fairs. In the context of these efforts, complementary digital services are of crucial
importance. Internet allows us to respond fast to current issues. But the print version of our magazines remains the best medium for their in-depth treatment. Hence, the two are very complimentary.
The printed page is still crucial in many situations, with an article giving the reader a faster overview of a current topic. The complete magazine keeps the reader up-to-date on the news as a whole. The magazine is also the better tool to confront the reader with unexpected but important issues. Printed media still offer more potential to draw the reader's attention to the more fundamental issues. The internet remains, even so, a handy tool for fi nding information quickly.
Customer loyalty is another phenomenon which many trendsetters thought would soon only exist in the memories of greying people. Developments in the television market have shown that viewers are in fact extremely loyal to their stations, provided of course that the programming and service remain outstanding. This is the guiding principle for the Roularta group: continuing to work hard for an ever better offer that meets new needs and so enhance customer loyalty.
We are able to deliver on this strategy by constantly working on the improvement of our journalistic and commercial teams, not to mention our teams focused on different types of research. In recent years we have built up a balanced team which combines experience, youthful innovation and dynamism, arming us to continue to adapt to our drastically changing environment, and so achieve our long-term goals. In France too we have continuously adjusted our product
and service range and will, of course, continue to do so. Here again we really can be proud of the excellent teams working within our company. We continue to invest in a multi media approach and continuously undertake the necessary restructurings in order to be able to look forward to a bright and promising future.
BARON HUGO VANDAMME " Chairman of the board of directors
At the beginning of March, The Good Life was launched in Dutch, following the successful French edition with more than 50,000 copies sold via newsstands, plus already 10,000 subscribers and a very well-fi lled advertising book. In Dutch too, it is at once a bulky magabook of at least 200 pages, combining economics and culture in a luxury lifestyle magazine, printed on book paper. The Good Life is published four times a year.
Roularta is increasingly using thicker, lightweight book paper for quality magazines that sometimes take the form of a magabook or mook (= combination of magazine and book). In France this is already the case for monthly magazines Lire (for book lovers, originally founded by Bernard Pivot) and L'Expansion, the fi nancial-economic magazine originally founded by Jean-Louis Servan-Schreiber.
In 2012 GER launched two new quarterly magazines: Long Cours, a mook with major reports on remote destinations and Décoration Internationale, a bulky B2B magazine, also on book paper, for the design world.
Meanwhile IDEAT (50/50 Roularta/Laurent Blanc) has grown into by far the most important B2C magazine for design. IDEAT is growing steadily in terms of readers and advertisers and in May 2013 will celebrate its 10th anniversary with a 500 page issue.
Together with the French group Bayard (50/50), new activities continue to be developed for seniors, around the magazine Plus, in Belgium, the Netherlands and Germany. This is an increasingly important audience and the group now provides advertising sales, fairs and concerts, custom media, etc.
Roularta is increasingly producing both print and digital magazines and websites for outside customers. Roularta Custom Media has its own editorial team with project managers/editors and a network of professionals. Roularta looks after concept, journalism and artwork, printing and distribution, and a digital version for tablets and smartphones, everything in-house. Advertisers with
a media project have available to them the professionalism of a large media group.
In early 2012, the medical publications of Roularta Medica were merged with the Belgian magazines of the British UBM group and placed in
a 50/50 joint venture named Actua-Medica. This produced a good result in 2012, but the persistent problems of the pharmaceutical industry limit
visibility.
ITM (Industrie Technisch & Management D/F), Grafi sch Nieuws (D/F) and Data News (D/F) are growing with the launch of new events, the growth of paid subscriptions and the growth of their websites, in terms of both visitors and advertising revenue.
The Knack.be and Levif.be news sites continued to grow in 2012 to more than 3 million unique visitors per month. In France Lexpress.fr evolved to more than 7 million UV/ month. Advertising revenue rose in parallel. The Letudiant.fr website has over 2 million unique visitors/stu-
The Group's oldest titles – some dating back over 100 years – that is West Flemish weeklies belonging to the Krant van West-Vlaanderen group, are visibly the least affected by the crisis, growing in terms of both readers' market income and advertising revenues.
The house-to-house newspaper De Streekkrant (nearly three million copies with 50 regional newspapers) and De Zondag (nearly 700,000 copies – distributed primarily through a network of around 4,000 bakeries) are 100% dependent on advertising revenue, which fell by 5.8% owing to the decrease in job ads. Meanwhile, the freesheets are clearly on the rise again, and the weekly competition has disappeared almost everywhere. The sales organisation has been modifi ed and now operates from large central offi ces in each province.
The monthly Steps magazine grew in circulation and advertising revenue. Steps is distributed along with De Zondag, and another more than 100,000 copies through a network of displays at Delhaize and in the better catering establishments. Steps is the free magazine for the world of lifestyle. From the beginning of 2013 it has been published in a new handy, near square format.
Western Europe's magazine industry is facing declining newsstand sales, as the number of newsagents continues to fall. Newsagent traffi c is dwindling by 10% a year as readers lose the habit of buying a daily newspaper and no longer visit for tobacco or to hand in lottery tickets. This also affects magazine sales. Roularta is fortunate in being able to rely in Belgium (and to a lesser extent in France) on a very large percentage of loyal subscribers. Knack, Le Vif/L'Express and Trends today operate on an 85 to 90% subscription basis. And even French-language TV magazine Télépro (50/50 Bayard/Roularta) is 2/3 subscriber sold, a rare phenomenon for television magazines, most of which are struggling with falling newsstand sales. Télépro now has a net distribution 50% higher than its competitor Moustique.
Meanwhile in early 2013 Roularta took a small stake in France in Media Kiosk, a Decaux group company that operates typical newsstand kiosks in Paris and other major French cities and is expanding this network. Together with Le Monde and Le Figaro, the shareholding is 12.5%. Media Kiosk is a profi table company thanks to the sale of postering.
Roularta's core business – in terms of Belgian magazines – is the trio of weekly news magazines Knack, Trends and Sport/Voetbalmagazine (in Dutch) and Le Vif/L'Express, Trends-Tendances and Sport/Foot Magazine (in French). Le Vif/L'Express, the youngest title, celebrates this year its 30th birthday. The French title L'Express (founded by Jean-Jacques Servan-Schreiber) is celebrating 60 years this year.
Meanwhile everywhere a 'rejuvenation' operation is under way with Jörgen Oosterwaal as new editor-in-chief of Knack and Stefaan Werbrouck as his counterpart at Knack Focus.
At Sport/Voetbalmagazine, Jacques Sys is now the editor-in-chief for both languages, with much greater synergy between journalist teams (D/F).
In late February 2012, Trends Style (D/F) was launched. This new lifestyle magazine, with greater attention to the male reader, now appears six times a year and accompanies the full issue of Trends. The magazine is very well received by readers and advertisers.
RIK DE NOLF
President of the management team and CEO "
In Belgium, Roularta can rely on a very large percentage of loyal subscribers. "
9
dents per month and offers full information on more than 2,000 educational institutions/advertisers.
New activities like lead generation and the sale of Google packs provided additional advertising revenue growth. Roularta received the European best service award for Google resellers. All told, Roularta already makes EUR 25 million of advertising revenue from the internet.
Additionally a number of specialised newsletters (D/F) like Fiscoloog and Inside Beleggen (investment) are evolving towards a combination of printed newsletter and continuous information digital versions via websites, while Trends Top provides business and fi nancial information to measure and via log-ins to a constantly updated website. Roularta continues to look for new paid content avenues.
For 'classifi eds online', Roularta is working with Rossel on developing Immovlan.be and Autovlan.be. Roularta Recruitment Solutions is in the meantime developing Streekpersoneel.be and Challengez.be, combining print, internet and TV.
At VMMa, the emphasis in online & mobile lay in 2012 on expanding the video network and on extending the experience to other platforms. The number of video views rose to a record height and various mobile applications were launched, representing 320,000 downloads. The rebranding of VTM Koken (cooking) doubled visitor numbers.
At VMMa (Vlaamse Media Maatschappij), new projects are meanwhile being started in collaboration with KPN/ Base. In 2012, the joint venture MPlus Group (50/50 VMMa/Base) was created to launch Hawai, a telecom subscription combining phone, SMS and internet with content from VMMa, Roularta and Persgroep, in text, picture and video format. Meanwhile, the existing JIM Mobile has over 600,000 card users.
The total (net) television advertising in Flanders decreased by 5% in 2012. The VMMa channels were unaffected by the changes in the TV market. The group held its position excellently at both the commercial (advertising) level and in terms of audience fi gures.
VMMa continues to invest heavily in programming, with approximately 75% locally produced content. The VTM brand experience is central here. Prestigious fi ction, top entertainment and the further development of the news are the central thrust here. The focus is on the core activities. Musical production house Starway Film Distribution was discontinued.
Overall TV consumption continues greater than ever (from 149 minutes per day to 174 minutes per day over a 10-year period). This represents a seam of added value that VMMa will continue to exploit.
VMMa focuses on content. For this it has set up the umbrella production house TvBastards. In 2012, with the ever increasing penetration of DVRs, delayed viewing grew to a record height of 10% in September. Never has so much TV been consumed, also with the arrival of many 'second screens'. VMMa was involved in February 2013 in the launch of Stievie, a very user-friendly web platform for television.
Audience fi gures at Kanaal Z/Canal Z grew steadily. On a daily basis, Belgium's only national broadcaster (D/F) now reaches more than 300,000 viewers (source: small CIM audimetry). Advertising revenue rose sharply with a whole series of sponsored surrounding programmes.
Flanders regional TV stations are experiencing diffi cult times with the signifi cant decrease in contribution per connected cable subscriber and the reduction of government spending at local, provincial and regional levels. Roularta participates in the two West Flemish channels WTV and Focus TV and handles the advertising for Ring TV, the station for the wider Brussels suburban area. A new media policy is expected from the government, which right now reserves the massive state support almost exclusively for the VRT, although the social mission of the regional stations is clearly defi ned in Flemish decrees.
The VMMa radio stations are thriving in diffi cult times, with advertisers increasing their radio investment.
The Q-music and JOE fm listening fi gures are evolving, with the special actions proving a great success. Mr Rabbit travelled the world for a year with listeners, with Q-music collecting a considerable sum for the 'Kindergeluk' children's charity. JOE fm's second edition of SOS toys brought in 1,250 m² of toys.
Q-music started with 24/24 visual radio live via a separate channel: Channel # 39 on Telenet digital TV, using the Q app and on Q-music.be. This is neither radio nor TV station, but a new medium focusing on consumer interaction through word, image, music and social media.
Roularta is busy developing a professional organisation for events and exhibitions in Belgium. An event unit was set up to provide logistics support for the expanding activities. Roularta's strong brands form the basis for a whole series of prestigious events: Trends Gazelles, Trends Awards for various professional circles, Data News Awards, Industry Awards and others.
At the end of 2011, the Ondernemen/Entreprendre fairs were acquired and reinforced with additional fairs for e-commerce, franchising and business gifts. The organising of the annual Open Companies Day (D/F) was taken over via the Twice Entertainment events offi ce.
In each province, Roularta Recruitment Solutions (RRS) organised for the fi rst time successful fairs on the model of the GER 'Job Rencontres' fairs in France.
In France, a number of new student fairs were organised. There are now more than 70 such fairs in Paris and other major French cities, with more than 2,000,000 visitors/students looking to decide on what line of study and employment to take.
Roularta magazine readers are offered interesting deals on a weekly basis. In 2012 Roularta invested further in the 'Line Extensions' unit. Besides traditional cultural products such as books (published by Roularta Books itself or in co-edition), CDs and DVDs, the offering is becoming increasingly diversifi ed. Large volumes enable travel, wine, design and other products and services to be marketed at very interesting prices. This growing business is being developed under the major media brands Roularta, Knack, Nest etc. in place of the Wikiwin brand which Roularta experimented with in 2012.
VMMa was involved in the launch of Stievie, a very user-friendly web platform for television. "
11
Streekpersoneel.be successfully organises in April and May regional job fairs at different Kinepolis cinemas, giving job seekers an opportunity to meet employers from their own region.
On 21 June Roularta Media Group receives a second time the annual West Flanders Sustainability Charter certifi cate. Companies signing the charter undertake to work, volunta rily and proactively, on the basis of six policy principles and ten ecological or social themes, to which concrete objectives and actions are linked every year.
On 9 January RMG acquires 50% of the outstanding shares of ActuaMedica (formerly UBM Medica Belgium) into which it contributes its own medical titles. This makes ActuaMedica the undisputed leader in the market of medical communication to GPs, specialists, pharmacists and dentists, with a complementary and diversifi ed range of products, ranging from print editions and digital editions to events, TV, etc. The main print publications are the Artsenkrant/Le Journal du Médecin, the Tandartsenkrant/Le Journal du Dentiste, De Apotheker/Le Pharmacien and De Specialistenkrant/Le Journal du Spécialiste (with regular editions for cardiologists, diabetologists, urologists and other disciplines).
Since January, Roularta Local Media has been the national advertising sales offi ce of the largest regional media in Flanders: De Streekkrant/De Weekkrant, De Zondag, Steps City Magazine and Krant van West-Vlaanderen.
Miranda Keuters is appointed editor of RMG's B2B magazines. In this capacity she is responsible
for developing magazines Industrie Technisch & Management, Grafi sch Nieuws and M&C, the Data News activities, the business information activities of Trends Top and the legal newsletters (including Fiscoloog/Le Fiscologue).
On 13 March RMG launches The Good Life, the fi rst hybrid magazine on the Dutch market. This quality magazine is a combination of news with lifestyle, integrating economics, fi nance and culture in a single luxury lifestyle magazine, published four times a year in Dutch.
On 28 and 29 March the Ondernemen/Entreprendre fair is organised for the fi rst time following the takeover of New Bizz Partners in 2011. This is the only national fair dedicated to SMEs, start-ups and self-employeds.
FEBRUARY
JANUARY
MARCH
JUNE
APRIL & MAY
" JULY
In July an agreement is reached, via the joint venture Twice Entertainment, to acquire Open Bedrijvendag/Journée Découverte Entreprises. This is the biggest one-day event of its type in Belgium with more than 1 million visitors and an average participation of around 450 companies, held annually on the fi rst Sunday of October.
Also in July RMG founds the Mplus Group, in partnership with De Persgroep and KPN Belgium. The two media groups will offer users their content in digital and personalised format, via the Base network. Hawai is the new telecom subscription.
Kanaal Z/Canal Z launches in 2012 a raft of new programmes, including Z-Fiscaal (everything you want to know about taxation), Z-Energy (for people wanting to know more about the major trends in the Belgian energy market), Z-HR (all about personnel management), Z-Innovation (or how to turn creative ideas into innovative projects), Z-Invest (guiding businesses and entrepreneurs in their quest for growth in challenging times), Z-Bier (a mouth-watering journey through the Belgian beer landscape), Z-Start (young entrepreneurs about their new businesses).
Style is launched. Published six times a year, this new lifestyle magazine is distributed with all copies of Trends.
13
360°
AWARD FOR GREATEST CUSTOMER SATISFACTION As a Google AdWords Premium Partner, Roularta took the Award for greatest customer satisfaction in EMEA (Europe, Middle East and Africa). Worldwide Roularta fi nished in fi fth place. Roularta owes this distinction to the customer-oriented approach of all its Google AdWordsTM campaigns. Roularta is determined to continue to invest in this area. Belgian SMEs wanting to broaden their media mix in a cost effective manner with online ads can continue to count on RMG's strong expertise.
MEDIUM OF THE YEAR The Weekend Black editions of Knack and Le Vif/L'Express were chosen by the professional journal Media Marketing and the Belgian Association of Communication Agencies as the Medium of the Year. Right from the fi rst edition, the Black issues have proved a hit with both advertisers and readers.
BELFIUS PRESS PRIZE This year's Belfi us press award judges honoured François Brabant (Le Vif/L'Express) for his documentary entitled 'Di Rupo, histoire d'une marque'. In this feature article François Brabant explains how Belgium's current Prime Minister has created a real personal brand during his 25-year political career. On top of this fi rst prize, Le Vif/L'Express also took the Belfi us press award for the best photo, which went to Sander De Wilde for his picture of former Prime Minister Jean-Luc Dehaene, which appeared in the special retro photos on 30 December 2011.
The Belfi us press awards are the most prestigious journalism prizes in Belgium. For the past 49 years they have honoured the best reports, feature fi les, documentaries, radio and television broadcasts and photos produced by the media from all three Belgian communities.
FELLOW OF THE HOGENHEUVEL COLLEGE In September, Data News editor Luc Blyaert was honoured by the Faculty of Business and Economics of the University of Leuven as 'Fellow of the Hogenheuvel College'. This honorary title is bestowed every year on three new prominent fi gures who have distinguished themselves for their effective governance, based on the scientifi c principles of Economics and Business Administration, and who are regarded as worthy 'ambassadors' of business information systems in Flanders.
FLEMISH NORTH-SOUTH PRESS PRIZE Freelance journalist Rudi Rotthier took the Flemish North-South Press Prize for his series of articles about Pakistan in Knack. The prize, which comes with a cheque for 3,000 euros, was awarded for the fi rst time by the Filip Decock Foundation and the Flemish International Cooperation Agency. The award panel was impressed by, among others, the strong content, nuanced story and clear language. This award-winning series of articles has also been turned into a book 'De lont aan de wereld' (The fuse to the world).
TOURISM PRESS AWARD De Zondag's journalist team won the Tourism Flanders Tourism Press Award (third place) for its City to City series that appeared in summer 2011, with inspiration and practical tips for holidays in Belgium.
PRIX DE L'INNOVATION 2012 In France, The Good Life received on 4 April the prestigious 'Prix de l'Innovation 2012'. This prize rewards the best launch of the year, going each time to an initiative that stands out for its strong concept, outstanding production and reader popularity. The Good Life is published by Editions Idéat, a joint venture between Roularta and Laurent Blanc.
PRIX LOUIS HACHETTE In France, Henri Haget, a journalist at L'Express, took the 'Prix Louis Hachette' for his article 'La seconde vie du Scorpion serbe'. This prize is awarded to journalists whose reports, research, records, portraits or drawings have contributed to the reputation of the written press.
The Knack Weekend Black edition of 31 October and the Le Vif Weekend Black of 2 November are enveloped in white, playing on the theme 'white and pure', which is developed further right through the magazine.
copies. Bodytalk is opened for advertising for the fi rst time and can also be purchased separately.
On 9 December an additional 600,000 copies of Knack are printed for distribution free of charge with De Zondag.
25 September: Stefaan Werbrouck is appointed as new editor of Focus Knack, the culture and entertainment magazine, which is included with Knack Weekend
in each weekly Knack package.
Black 07 100 puur
15
Knack package Le Vif/L'Express package Nest Ik ga Bouwen & Renoveren Grande The Good Life Bodytalk Trends Trends Style Trends Top Sport/Voetbalmagazine Royals Point de Vue Télépro Newsletters Industrie Technisch & Management Data News Grafisch Nieuws Media & Communication Medical publications Recruitment Solutions "
JOURNALIST KNACK In 2012 I had the pleasure of celebrating 25 years' faithful
service at Knack. I vividly remember my fi rst contact with the journalist team, and a conversation with Sus Verleyen, the man who made Knack great. We talked then about kingfi shers in Bruges. Our last conversation was about the Salonga National Park in the heart of the Congo, which I travelled to for Knack – one of the most spectacular trips I ever made. When I got back, Sus was dead.
These 25 years have yielded a very diverse range of subjects: interviews with top scientists like DNA discoverer James Watson, encounters with war criminals like Serbian bandit Arkan, reports ranging from the murder of veterinarian Karel Van Noppen to the illegal setting out of beavers in Belgium. Working for Knack is a many-sided task. Knack is also a multifaceted magazine, with many opinions and perspectives – something that cannot be stressed enough. A major advantage of Knack, not least for the readers, is that stories are thoroughly researched. Which brings a breath of fresh air in this age of fl ashy slogan media. "
Knack stories are thoroughly researched. Which brings a breath of fresh air in this age of fl ashy slogan media. "
18 19 DIRK DRAULANS
Weekly magazines Knack and Le Vif/L'Express fulfi l a unique role in Belgium's media world, presenting every week a complete package of high quality information:
In addition, subscribers receive 18 special Knack Extra/Le Vif Extra issues every year. Nine of these focus on a particular topical, social or historical theme. And nine times a year, Knack/ Bodytalk and Le Vif/Bodytalk publish an exceptional health magazine.
Finally, once a month the package contains MO, the magazine on globalisation and related issues.
Knack and Le Vif/L'Express cost 5 euros on the newsstand. 85% of net distribution is by subscription.
The Roularta Media Group B2B and B2C magazine websites have since 2011 been combined under a single umbrella: Knack.be for the Dutch-language and Levif.be for the French-language magazines. This has dramatically increased the number of visitors, making the Knack.be/Levif.be tandem a key player on the news site advertising market.
The Knack.be/Levif.be portal counts an average of 194,000 unique visitors and 1,366,000 page views per day. As the country's fastest growing news site, the portal processes over 42 million page views every month.
Verlost van de oliesjeiks De gasrevolutie in Maxim Februari: vrouw wordt man Geslachtswijziging van
"
Roularta is the leader in the fi eld of lifestyle.
Weekly magazines Knack Weekend and Le Vif Weekend are an important part of the total Knack and Le Vif/L'Express offering. The unique combination with a news magazine guarantees a very interesting target group. Knack Weekend and Le Vif Weekend publish annually a number of editions that are generally recognised as the style bibles of fashion, design etc.
Eight times a year Weekend (Knack/ Le Vif) appears on thick book paper. Eight 'Black Issues' or theme editions to keep.
Nest (D/F), the Belgian country magazine, has more than 120,000 postal subscribers and together with newsstand sales reaches 500,000 readers.
Nest appears six times a year but also publishes twice a year Nest Wonen/Déco (interior decoration), twice a year Nest Koken/Saveurs (cooking) and once a year Nest Kust/Côte (coast) and Nest Ardennen.
Ik ga Bouwen & Renoveren/Je vais Construire & Rénover is the practical magazine for those interested in building and renovating. The editing team also provides a strong website Ikgabouwen.be/Jevaisconstruire.be and a series of interesting yearbooks on construction and renovation.
Himalaya nv (50% Roularta).
The Good Life (D) is the new hybrid international lifestyle magazine. Hybrid in the sense of integrating economics, fi nance and culture into a lifestyle magazine. The French edition was launched in 2011 in France. Roularta started a Dutch edition (4x per year) in 2012.
Bodytalk comes out nine times a year with practical information on four main themes: health, eating, exercise and psychology. Written by a team of
Grande (D/F), the monthly travel magazine, comes out with a new 'country' edition every month. Discover France, Italy, Spain, Citytrips etc. Grande is published by KW08-001 13/02/13 08:06 Pagina 1 JOURNALIST
clinicians in a clear language, the magazine goes out with all Knack and Le Vif/L'Express subscription copies, and can also be purchased separately.
Lifestyle news not only has become more important, everything today travels much faster, right round the world via all possible channels. HOORT BIJ HET WEEKBLAD KNACK NR. 8 VAN 20 FEBRUARI TOT 26 FEBRUARI 2013 - KNACK WEEKEND, ELKE WEEK SAMEN MET KNACK EN KNACK FOCUS ISSN.0772294X
My fi rst – freelance – contribution in Knack Weekend appeared in autumn 1999: an article about the myth of the night, at a time when I still occasionally wrote longer pieces in the early hours. A few months later I was given a permanent job in the journalist team, with the opportunity to explore various theme areas and sections of the magazine. This multifaceted role provided a fascinating job with constant new challenges in a rapidly changing media landscape. Not only has lifestyle news become more important, but everything today travels much faster, right round the world via all possible channels. An evolution that we are obviously keeping close tabs on at Knack Weekend. Just as Knack itself has long been a strong brand, the same can be said today of Knackweekend.be too. Today my job is even more varied, and my motivation has increased in step. WIM DENOLF "
The weekly Trends (D/F) magazines continue to develop new initiatives in the form of events, awards and the like. Trends Manager of the Year, Trends Gazelles, HR and CFO Manager of the Year, the Trends Summer University, Trends Lunches, the Fund Summit, etc., etc., all today well-known concepts in the business community.
Trends has a dedicated fi nancial unit responsible for investor newsletters Inside Beleggen and L'Initié de la Bourse (twice weekly) and for stock
market coverage on the Kanaal Z/Canal Z TV station.
Bizz (D/F) is an important section in Trends for entrepreneurs and also intrapreneurs, the leading executives in large companies, with checklists, testimonials and case studies offering valuable lessons. A second major section is MoneyTalk devoted totally to personal fi nance.
Trends Style goes out with Trends and is published six times a year as a separate, glossy magazine, highlighting new trends in the world of fashion, design, lifestyle, travel, accessories, watches, etc.
Trends costs 5.50 euros on the newsstand, and its paid circulation (subscriptions plus newsstand sales) continues to grow, even in today's difficult market con-
ditions.
The Trends.be website reports nonstop on business and fi nance, with lots of services like the portfolio module and
the Trends Top database with full fi gures from the country's 300,000 largest companies, plus the names of key executives, making it a unique tool for all kinds of rankings, geomarketing, etc.
Trends.be continues to grow in numbers of unique visitors and now hosts more than 60,000 unique visitors per day, representing nearly 280,000 page views per day. On a monthly basis the site delivers almost 9 million page views.
At Roularta Media I'm responsible for contacts with advertisers in the fi nancial sector. Together with my colleagues, I make sure that the advertiser's message reaches its target group. Roularta Media Group includes many quality media products. One can therefore safely say that the advertiser's message travels fi rst class to its audience.
The advertiser's message travels fi rst class to its audience. "
FINANCIEEL-ECONOMISCH WEEKBLAD VAN 14 TOT 20 FEBRUARI 2013 www.trends.be Nieuwe methodes op Batibouw MONEYTALK: DIVIDENDEN IN DE GROEILANDEN DE SNELSTE GROEIERS VAN DE PROVINCIE
GAZELLEN WEST-VLAANDEREN
ISMAËL COLEN
ANNUAL REPORT 2012 ROULARTA MEDIA GROUP MAGAZINES BELGIUM
Trends Top has evolved from traditional paper directory to online tool, with up-to-date business information and powerful web tools for targeted prospecting, sales management and fi nancial analysis.
The handy Quick Search is the fastest way to daily updated information on over 300,000 companies and
500,000 decision-makers. Eigen Top (Personal Top) lets you easily create a prospecting list based on self-selected parameters.
GeoTop analyses your client portfolio and automatically selects prospects having the same profi le. Use Regiobeheer (Regional Management) to view the geographical distribution of your sales team and map the potential for each salesperson.
Take Benchmark to compare at a glance all the key fi gures and ratios for your company with other players in your sector and region.
In mid-2012, Trends Top+ was launched with easier data export, alert service, company rating or general health indicator, annual accounts in PDF format, links to publications in the Belgian Offi cial Gazette, to articles in Trends Magazine and to reports on Kanaal Z. Individual, sectoral and regional reports keep you constantly informed of the economic fabric in which your company evolves.
A totally unique service tailored to each department within a company. A comfort zone available for a whole year for a small investment. Trends Top is committed not only to providing this information and web tools, but also to ensuring that you use them effi ciently. For this it organises Expert Classes in the form of practical one and a half hour training sessions in the optimal use of the Trends Top web tools.
The Trends Top website counts up to 30,000 unique visitors per weekday and
accounts for 3.6 million page views per month. Your dream communication platform.
" Our wide offering, both print and online, means ample opportunities for innovative, personalised proposals.
BIJLAGE BIJ TRENDS NR. 49 - 6 DECEMBER 2012 - ISSN. 0776-3387
I have been working as an account manager at Trends Top since December 2011. Every day I advise decision-makers and marketing and communication managers how to make optimal use of our online working tools and communication platform. Together we examine their needs and how Trends Top can meet these with real added value. Our wide offering, both print and online, means ample opportunities for innovative, personalised proposals.
The variety of customers and sectors makes my job particularly exciting and the challenge all the greater. Remaining on top of all that is happening in our customers' and prospects' worlds remains one of the most important action and attention points. My daily aim is to extend the existing customer portfolio, while optimising it all the time. I particularly appreciate at Trends Top the team spirit and openness between colleagues. A direct consequence is that I am able to improve my performance and develop further. We learn from each other every day, and this always bears fruit. "
SYLVIE SEMPELS
Sport/Voetbalmagazine and Sport/Foot Magazine bring a weekly panorama of Belgian top football. As well as original plus products like DVDs recording highlights of Belgian and international competitions.
Special championship issues (on the Belgian and European championships and the Champions League) provide additional circulation.
Football from home and abroad is the primary focus of the magazines, but every week's issue contains contributions from other sports. Basketball, golf, volleyball, tennis and motor sport feature on a regular basis.
26 27 DOMINIQUE LOBBESTAEL
Since 2012, cycling has been receiving additional attention, with Sport/Voetbalmagazine publishing extra 16-page fi les on this popular sport right through the main cycling sea-
son.
Three times a year Sport/Wielermagazine appears as practical special editions for cycling fans.
A goal, a cyclist coming off during a downhill run, an interview with a chairman who has just "
Day in, day out I'm overwhelmed by a tsunami of images and texts all trying in their own unique way to describe what it means to score or to just miss a goal. A goal, a cyclist coming off during a downhill run, an interview with a chairman who has just lost his son... All faces, snapshots, people with stories. Sport is pure emotion! Working with the editor, I try every week to bundle all these elements into an attractive whole. Photographers are sent out, new approaches sought. Together with the journalist I go looking for the best way to illustrate his article as clearly and interestingly as possible. Cover topics spook through my head. When are we going to publish what, and as originally as possible? That one picture, smile or tear that in one fell swoop makes you forget all the pressure and stress. The variety and intensity of my work ensures that, just like in the sports I practice, I fi nd enough challenges to get me going again and again. And that too is sports, a mental one that is. "
ANNUAL REPORT 2012 ROULARTA MEDIA GROUP MAGAZINES BELGIUM
Roularta Media Group publishes the monthly magazine Royals (D/F) and its two-monthly sisters Royals Hors Série (F) and Royals Extra (D). With a joint circulation of 69,000 copies, these specialist magazines closely follow the ins and outs of royal life in Europe and further afi eld. Covering all facets of monarchy, Royals is considered a model for royalty news reporting. Each article is lavishly illustrated with superb pictures. 2013 looks to be a royally promising year. The UK is anxiously awaiting Prince William and Duchess Kate's fi rst child, The Netherlands prepares for the change of throne from Beatrix to Willem-Alexander and Belgium's King Albert celebrates 20 years on the throne. Royals is regular reading at European courts. With Royals the reader is in select company.
With Groupe Express-Roularta (GER) Roularta also publishes Point de Vue, a weekly magazine with a great history (launched more than 60 years ago as a new magazine but which has since become the main French upscale people magazine). Point de Vue is a real crossgenerational album, in which each week readers discover an exclusive and fascinating contemporary universe composed of the daily lives of the nobility, of culture and of the art of living.
In a society that is losing its reference points, Point de Vue is well rooted in its time and answers a need for authenticity and permanence, but also dream, elegance and escapism; a magazine that combines culture, glamour and curiosity. Point de Vue has a major Belgian edition. With its specialised editorial staff (a separate unit for every European royal house), the weekly magazine reaches a large and stable readership in France and also has a wide international distribution.
Télépro has been the French TV guide for all the family for almost 60 years. Télépro lists programme schedules for over 100 channels, selling more than 125,000 paid copies weekly (70% to loyal subscribers), and is read by 469,000 readers every week. This makes it the secondlargest French-language weekly TV guide.
Its editorial team guides readers through the jungle of programming, suggesting a selection of fi lms, sport, documentaries and reports every day, as well as highlighting the day's key programmes. Télépro offers advice on which programmes to watch on catch-up on the internet, suggests a selection of videos on demand and reveals television's behind-the-scenes secrets.
Télépro is also a social observer and a key player in its sector. Its special features, for example, written with the help of specialists and based on the opinions of a panel of several thousand readers, are frequently commented on in other media.
Every week, Télépro offers a list of suggested reads along with practical advice on gardening, decorating, getaways and recipes. It also keeps an eye on major technological and consumer trends and responds to a real need for information on areas such as law and health.
Télépro is published by Belgomedia, a subsidiary of Bayard and the Roularta Media Group.
Royals is much more contemporary than people sometimes think! "
The Royals magazine closely follows royalty news. We report on state visits, weddings and births, but also look in on the ordinary daily activities of crowned heads, often under the joint 'Hofkronieken' (Court Chronicles) heading. As editorial assistant, my job is to fi nd photo material of all these occasions and to place the most attractive pictures on our server. With our background reports and historical documents, the challenge is greater and I can fi nd myself spending hours hunting for a specifi c photo. But once I have it, then the satisfaction is all the greater. In recent years, Royals has gone through a real metamorphosis. The layout has radically changed, we publish more exclusive stories and we have added contemporary sections like 'Royal Surprising' and 'Royal Trends', where we examine fashion trends. Royals is much more contemporary than people sometimes think! For contact with foreign courts, agencies, photographers and the like, solid language skills are essential. While the administrative and accounting tasks contribute to a highly varied and fascinating job. "
ISABEL WATTEEUW
With publishing house Biblo, Roularta publishes a number of specialised periodical publications.
Fiscoloog/le Fiscologue, published weekly, provides a complete overview of tax news, including a web version with an archive search option.
Fiscoloog Internationaal/le Fiscologue International does the same, but on a monthly basis and for international taxation.
Balans/Bilan reports twice a month on accounting and business law. The Tijdschrift voor Rechtspersoon en Vennootschap (TRV) focuses, as a professional legal magazine, eight times a year on the law governing corporations and other incorporated bodies.
The prestigious TRV legal journal is now a strapping lad and celebrates this year its 25th anniversary.
In September 1990 I landed straight from university into the heart of the Biblo tax and legal journalism team. There I had the privilege of contributing immediately to highly reputable newsletters like Fiscoloog. Gradually I learned the trade and was given responsibility for the accounting newsletter Balans. Also for supervising the prestigious TRV (Tijdschrift voor Rechtspersoon en Vennootschap) legal journal. What was a toddler when I joined the department is now a strapping lad, and will celebrate this year its 25th anniversary. Within the safe harbour of RMG we continue on our prosperous voyage. "
KATRIEN VAN TILBORG
activiteit van de vennootschap, of wanneer er geen minstens gedeeltelijk behoud van de te werkstelling is, of nog wanneer de vennootschap
liezen toegepast (art. 206, § 2 WIB 1992). Wat er daarna nog aan overgedragen verliezen overschoot, werd in de daaropvolgende jaren met de
Industrie Technisch & Management (ITM) (D/F) is the monthly magazine for the Belgian manufacturing world, reaching purchasers and decision-makers in industrial companies via controlled subscription. All companies registered with Agoria, the leading technology industry association, are automatically subscribed. The editorial
team also provides an electronic newsletter and a high-performance website, and organises prestigious events and Round Tables.
Data News (D/F) is the media platform for Belgium's ICT sector. With a daily newsletter, a highly informative website, a fortnightly magazine and quarterly guides in print and on iPad, iPhone and other tablets, it offers a complete bilingual news service to readers and users. Data News, which eagerly harnesses the power of the social media, represents more than 20 percent of the online revenues of the Roularta Media Group in Belgium. The Data News events 'CIO of the Year' and 'ICT Woman of the Year' are today fi rmly-established concepts. The annual 'Data News Awards of Excellence' is undoubtedly one of the biggest gala events of the Euro-
pean ICT sector.
Grafisch Nieuws (GN) / Nouvelles Graphiques (NG) is the professional journal of the graphics world, joined by M&C Media and Communication for specifi c aspects of the graphics profession. There are also events and online activities organised.
All these titles publish an annual Top ranking of their sector in collaboration with Trends Top.
The graphics world is a particularly fascinating world that over the last fi fteen years has been in the forefront of new technology. "
The position of account manager for B2B magazines and the associated online services of Grafi sch Nieuws (the specialist magazine for the printing industry) and M&C Magazine (the specialist magazine for the print & lettering industry) includes many tasks. Central to these is of course sales, so as to give the magazines the optimal advertising infl ow and to meet the set objectives. My main task here is to develop real partnerships with clients by offering communications advice, creative ideas and opportunities. This requires knowledge of both the broad market and of individual niche segments, something that can be achieved only by optimal cooperation with journalists, publisher, marketing department, and communications and administration. The graphics world is a particularly fascinating world that over the last fi fteen years has been in the forefront of new technology. To prove this, we have only to point to Roularta's own production department in Roeselare. "
ActuaMedica, which publishes specialised media for the medical community, is a joint venture between Roularta and UBM.
Artsenkrant/Le Journal du Médecin appears twice weekly and goes to all doctors in Belgium.
30 times a year, a specialist newspaper (Specialistenkrant/Le Journal du Spécialiste) is sent out, together with the Artsenkrant/Le Journal du Médecin, to fi ve different groups of specialists from the Artsenkrant/Le Journal du Médecin mailing list: cardiologists, diabetologists, urologists, MBJ (Muscles Bones Joints) specialists and CNS (central nervous system) specialists. In this way each group is reached six times a year.
Belgian Oncology News (BON) is distributed six times a year to all physicians involved in cancer treatment.
35,000 physicians receive daily news via the e-Artsenkrant/Le Journal du Médecin e-letter. ActuaMedica also publishes fortnightly e-letters for six specialist groups: Cardio, Diabeto, Uro, MBJ, CNS and Onco. All this information can also be found on the Artsenkrant.com
website.
During major international conferences, regular 'Live from' newsletters are provided with key facts for doctors unable to attend.
Tandartsenkrant/Le Journal du Dentiste reaches all dentists on a fortnightly basis. De Apotheker/Le Pharmacien reaches all pharmacists on a fortnightly basis.
Twice a year, the Medex-Medasso pharmaceuticals compendium is distributed to both GPs and specialists.
ActuaMedica also manages advertising for Prescribe, the most widely used prescription software in Belgium, which is published by MediBridge.
34 35 VIRGINIE MEYSMANS
PRODUCT MANAGER, SALES & MARKETING SUPPORT My job at ActuaMedica is very varied. The common denominator is the
commercial success of our products (both print and electronic). I'm responsible for the 'sales support' part: promotional material, competitive analysis, pricing policy. I also check the quality of our products and make sure they are constantly adapted to evolving demand. I continue to contribute on and off to our commercial team for developing certain projects and specifi c opportunities. I also manage the 'Reader Service' (small ads, prescription pad order, subscriptions). Finally, I provide the link between journalist and commercial departments, converting journalistic content into commercial opportunities. "
Journalistic content is converted into "
With RRS – Roularta Recruitment Solutions – Roularta leads the Flemish market for recruitment communication. RRS is the only player providing a genuine, fully 360-degree approach for any company looking for new employees. RRS does not focus on any one particular
target type but rather offers a customertailored solution for each job or specifi c competence.
With ChallengeZ, employers reach better educated profi les with a combination of print (Knack, Trends, Le Vif/ L'Express and Trends-Tendances), online (internet and newsletters) and television (Kanaal Z/Canal Z).
In Dutch-speaking Belgium, Roularta leads the regional market in print and online with Streekpersoneel (local job
ads) of De Streekkrant, De Zondag, Streekpersoneel.be and Krant van West-Vlaanderen.
The career directories GO Startersgids (for recent graduates) and Knack Carrièregids present career possibilities offered by major Belgian employers, also online on Go.be.
Since 2012, around eight hyperlocal job fairs have been
organised annually, each exceptionally well attended and with high conversion rates for the employers taking part.
In France, L'Etudiant publishes Le Guide des Entreprises qui recrutent. Job Rencontres organises a large number of job fairs in Paris and major French cities.
An integrated advertising management structure takes care of the Réussir section in L'Express in conjunction with A Nous (Paris, Lille, Lyon, Marseille).
Lexpress.fr/emploi and Distrijob.fr are two highperformance websites.
STARTERSGIDS VAN STUDIE NAAR JOB 10 beroepen die eeuwig blijven bestaan Ben jij slim genoeg om bij Google te werken? JE EIGEN BAAS Van politica tot autocoureur: 4 jongeren maken hun stoutste dromen waar De trends die je carrièrestart zullen bepalen STARTERSGIDS 2013 GJN04-001_Layout 1 04/01/13 10:09 Pagina 1
Prospecting and looking for interesting new products " within the Group are of utmost importance.
As an account manager at Roularta Recruitment Solutions I have been working for a good half a year on a number of employer branding products such as the Knack Career Guide and GO Starter Guide. For this I visit mainly large and medium-sized companies in Belgium. During my years in the RRS team, a lot has changed and it's become a real challenge maintaining our leadership position. Not only have many new HR initiatives been launched in recent years by competing colleagues, but our customers' budgets and needs have greatly reduced with the crisis. Which means you have to go constantly looking for opportunities. Prospecting and looking for interesting new products within the Group are of utmost importance. Like we have now actively included the Google story in the RRS offering and are slowly but surely harvesting our fi rst successes. I'm working intensively on this now, trying to generate as much new business as I can and open doors for my colleagues to introduce our other products. In short, working at RRS is a highly interesting job for anyone looking for opportunities. "
STEFANIE TRIENPONT
Roularta Custom Media specialises in creating magazines and newsletters in print, online and on tablets.
Roularta Custom Media offers here a total approach: from screening and concepting to content management, editing and layout, to printing, mailing and digital reporting.
Permanent access to the various Roularta divisions gives Roularta Custom Media a network of journalistic and artistic collaborators covering every aspect of contemporary life.
Thanks to this synergy with a major publisher group, Roularta Custom Media literally has everything going for it to deliver top quality at an economical price.
At Roularta Custom Media we develop communication concepts and undertake print and digital publications for a wide range of customers. "
Roularta Custom Media specialises in producing newsletters and magazines, printed and digital, for outside customers. These come from a wide range of sectors: banking, insurance, health funds and commercial companies from car fi rms to large supermarket chains. Internally we work together with various Roularta departments. We tailor our services to our customers' needs, offering a full package including editorial and communication concepting, content production in both word and image, printing and distribution. After ten years as a journalist in this department, I moved two years ago to the position of editor-in-chief. My main occupation is with Sensa, the lifestyle magazine of the Galeria Inno stores. This magazine is produced in French and Dutch, with 275,000 distributed copies. My job is to build a relationship of trust with the customer, to determine the content of the quarterly magazine, and to brief and accompany the magazine's internal and external collaborators (journalists, editors, translators, graphic designers, stylists, photographers). This is teamwork: stimulating, varied and constantly evolving. "
DOMINIQUE VAN NIEUWENHOVE
ANNUAL REPORT 2012 ROULARTA MEDIA GROUP MAGAZINES BELGIUM
A whole range of new initiatives have grown up around the Roularta Media Group media brands.
Roularta undertakes surveys for journalists and advertisers. High-performance software allows large-scale online surveys of very large consumer panels or more selective panels (up to and including top Belgian company CEOs). Participation in polls can be promoted through communication in print, on the internet and on television through Kanaal Z/Canal Z.
A campaign can be partnered with one of the major events that Roularta organises.The various Roularta magazines organise events and awards with annual top gatherings. The 'Trends Gazelles' brings together the fastest growing businesses in each Belgian province. The 'Trends Manager of the Year' has been organised for 28 years already. The Data News Awards, the MoneyTalk Awards for the best fund managers and the ITM Awards are each annual highlights in their own areas.
Seminars can also serve to present the results of a survey. The Roularta magazines organise monthly seminars such as the Trends readers rendezvous, the Trends Outlook, the Mobile Congress and the Trends Summer University.
Finally, Roularta also organises the tone-setting Ondernemen/Entreprendre fairs dedicated to the world of entrepreneurs.
Ideeënfabriek/Fabrique à Idées was founded in 2011 as a creative cell that develops bespoke 360° projects for advertisers.
A campaign can also be topped off with a book. Roularta publishes some fi fty books a year in Belgium for the Roularta magazine target groups.
In France, both L'Express/L'Expansion and L'Etudiant publish various series of practical books for students and entrepreneurs. Each study direction and each profession has its own regularly updated edition.
Media Club is the Roularta readers' service offering books, CDs and DVDs online at special prices. Each week Knack and Le Vif/L'Express each contain an exclusive special offer.
Roularta Media is the Group's national advertising sales house specialised in a multimedia and cross-media 360° approach. With print, internet, TV, events etc.
Our events bring readers into direct touch with their magazines and create networking opportunities. "
Organising events under the umbrella of our magazines offers a unique platform. Working closely with the journalist teams, various internal departments and numerous external partners, our events bring readers into direct touch with their magazines and create networking opportunities. Each event is preceded by months of upstream planning. Working towards this day as a team, and then producing a successful evening, is each time a delicious rush of adrenaline. "
MAUGER MORTIER
Line Extensions has experienced a boom in recent years. Products are marketed to readers of Roularta publications, under the label of the print brands or separately.
The most recognisable products directly derived from the print brands are magabooks. These are special editions under the Nest, Sport/Voetbalmagazine, Knack, Knack
The magabooks are monothematic in nature. Some bring together existing content around a theme, while others use new content. Magabooks can be marketed as series or as one-off editions.
For instance, Weekend (Knack/Le Vif) publishes a recipe special four times a year. Nest Koken (cooking) appears twice a year and there are also Nest Kust (coast) and Nest Ardennen. Nest Wonen (living twice a year) completes the series.
Sport/Voetbalmagazine publishes a cycling special three times a year. Magabooks are a cross between a book and a magazine, in every case luxury editions with glossy covers.
One-off editions also appear about themes or people in the news at a given time, like 'Claudia Cooks for Nest' or the Knack Weekend 'Hobby Cook's Manual'.
Line Extensions also includes Roularta Books, a publisher for 22 years of books on themes aligned with the magazines: from politics to art and lifestyle to sport and the economy. In a competitive market, support by magazines for book publishing is a not to be underestimated advantage.
Line Extensions offers Roularta magazine readers carefully chosen weekly selections of books, CDs and DVDs. These plus products are aligned with readers' areas of interest. They are offered at the best price and highly promoted using coupons through the Group's publications, from Knack to De Streekkrant, and can be obtained or ordered via a retail channel or online.
In addition, readers can join the readers' trips offered by Knack Weekend, or pur-
chase carefully selected wines. In this area, the magazine works with sector specialists to guarantee service and
quality.
Finally, Line Extensions also offers lifestyle products exclusively or at interesting special prices, for sale – online or otherwise – via Knack Weekend/Le Vif Weekend and Nest.
10 feestmenu's
Offering the right products at the right time at the right price are the prerequisites for a successful action. "
At the end of 2012 I transferred to the Line Extensions department to concentrate fully on special sales actions, mainly for lifestyle products. The Line Extensions department has years of expertise in offering books, DVDs, CDs, travel and wines to readers. My activities are part of an effort to widen this offering. My earlier experience as Communications & Promotion Manager for the lifestyle magazines come in handy here. "
Offering the right products at the right time at the right price are the prerequisites for a successful action. Choosing products that will appeal to readers requires knowledge of and experience with the DNA of the different titles. Negotiation is our everyday bread. Meanwhile I'm constantly on the lookout for everything that's new, surprising and unique. In this sense, the job does not stop at fi ve o'clock. I've got into the habit of seeing everything in the terms of a potential special action, even in my free time. Often ideas also come out of larger actions with magabooks or books or a request from advertisers.
ANNEKE BLANCKAERT
L'Express L'Express Grand Format L'Express Styles L'Expansion L'Entreprise Mieux Vivre Votre Argent La Lettre de la Bourse Studio Ciné Live Lire Classica Pianiste KR Home-Studio Maisons Côté Sud Maisons Côté Ouest Maisons Côté Est Vivre Côté Paris Maison Française Maison Magazine Zeste Ideat The Good Life l'Etudiant Point de Vue IdM Point de Vue Histoire "
In 2013, L'Express celebrates its 60th anniversary with a new layout and a new formula.
Each week, L'Express also publishes fi ve different regional issues and so regularly covers the main cities in France. L'Express has enhanced the diversifi ca-
tion of its brand. the title is equipped so as to organise the large-scale publication of special editions, the Cahiers de L'Express (in-depth explorations of specifi c topics) and L'Express Grand Format (33 theme-based issues a year). L'Express has launched a new collection called 'mook'. the fi rst issue was pub-
lished in december 2012: La grande histoire de Dieu (the Great Story of God), 212 pages, 14.90 euros.
L'Express is published each week with L'Express Styles, a high quality lifestyle magazine which scrutinises, explores and captures our times to move its readers, to dazzle them and to trigger their desires. An exclusive, contemporary, aesthetic and elegant treatment of the unexpected each week. L'Express Styles is the equivalent of the Belgian magazines Le Vif Weekend/Knack Weekend. On 7 March 2012, L'Express Styles launched a new for-
mula which is not revolutionary but a considerable change
nonetheless. the magazine has been transformed, yet remains true to itself, with a dual objective: to demonstrate its uniquely modern approach within the market (after six years of existence) and to assert its high-end positioning to readers and advertisers.
L'Express Editions regularly publishes book, dVd and Cd collections.
46 47 LYDIA BACRIE
together with L'Express International, L'Express is the world's leading Frenchlanguage magazine.
Lexpress.fr is one of the leading and most powerful news sites in France.
Founded in 1953 by Jean-Jacques Servan-Schreiber and Françoise Giroud, L'Express is France's leading weekly news and general information magazine. Since it was founded, L'Express has deciphered, selected, prioritised, analysed and put into perspective information, whilst adhering to its founding values of modernity, commitment, independence of tone and spirit, always with the desire to bring meaning, to provide solutions, to impel the reader to act and to excite curiosity. NEW3209_001_Layout 1 28/12/12 12:30 Page1
L'Express Styles is a magazine that's anchored in the world of fashion, but also committed to major social issues.
I joined the group in 2003, with the aim of making the L'Express supplement a women's news section. It's a magazine that's anchored in the world of fashion, but that's also committed to major social issues, particularly women's rights. I have extensive experience of working on these subjects, as I was previously editor-in-chief of the magazine section of the women's monthly Marie Claire. After celebrating fi ve years of Styles in november 2011, we designed a new format and a new layout last spring, so as to create a 'more modern, invigorated and more substantial' publication. Our aim was (and continues to be) to tackle increased competition in the fi eld of magazine and newspaper supplements, as well as continuing to attract both male and female readers of L'Express. According to the latest survey, more than 80% of readers read Styles each week and more than half start reading L'Express with our magazine. "
After gaining experience as a freelancer for Agefi and a journalist with Mieux Vivre Votre Argent (when it was still owned by founder Jean-Antoine Bouchez), I was taken on by L'Expansion in March 2000 to cover fi nancial and stock market news. In 2003, I joined the magazine's macro-economics team. Working as a senior reporter when the fi nancial crisis hit in autumn 2007, I carried out various investigations of Wall Street, hedge funds and banks. that same year, Editions Express-Roularta published my book, co-written with Emmanuel Lechypre and François de Witt, '101 idées reçues sur l'économie' ('101 Common Misconceptions about Economics'). As events unfurled, I explored economic, industrial and budgetary aspects of the crisis and then worked on the book 'Inévitable protectionnisme' ('Inevitable Protectionism') with Benjamin Masse-Stamberger and Adrien de tricornot, which was published by Editions Gallimard (Le débat collection). In 2012, I became deputy Editor-in-Chief of L'Expansion, which coincided with a shift in editorial focus to underlying issues and long-term challenges. "
FRANCK DEDIEU
L'Expansion is one of the fl agship titles of the French business press. It achieves excellent, stable circulation fi gures, including on the internet, where it has a large audience (almost one million unique visitors per month). At a time when the world is undergoing massive change, L'Expansion has evolved to better match today's changed news cycle.
In March 2012 Christophe Barbier and Christine Kerdellant have designed a new magazine style, better suited to today's audience. this new monthly magazine has scaled new heights, welcoming experts, sociologists, historians and economists to its pages. the goal for L'Expansion is to always bring added content to its readers as well as more enjoyment: a more vibrant, creative and illustrative format, on very high quality paper.
Organised around L'Express, the new version of L'Expansion is multimedia: internet
for immediate coverage of current affairs, the weekly publication L'Express to analyse the week, and the monthly publication L'Expansion for in-depth analysis and commentary.
In June 2012, L'Expansion Tendances (quarterly) adopted a new format and layout. this magazine has been designed by Lydia Bacrie, editor-in-chief of L'Express Styles. It is now richer and more substantial, and since its fi rst issue, this new magazine has been well received by advertisers.
L'Expansion also includes premium offers with a brandnew Club de L'Expansion, managed by Christophe Barbier and Philippe Manière, conferences and La Lettre
de L'Expansion, which was successfully launched online last year.
L'Expansion and L'Express organise two events: Le Grand Prix de l'Entrepreneur de l'année (entrepreneur of the year award), and L'Académie des entrepreneurs (a laboratory for nurturing entrepreneurial ideas).
L'Entreprise is a monthly source of practical information for independent entrepreneurs and senior managers. there is also a website, Lentreprise.com, a daily newsletter le zapping business and
events are organised. the title also publishes rankings of France's most profi table and most export-oriented companies.
Lentreprise.com offers hands-on practical information and databases, from which business leaders can draw advice for better managing their daily business.
LUXEMBOURG 4,90 €, BELGIQUE 4,90 €, ALLEMAGNE 6,70 €, ITALIE 5,60 €, GRÈCE 5,60 €, PORTUGAL 5,60 €, SUISSE 9 FS, MAROC 56 MAD, TUNISIE 6,10 TND, DOM 6,10 €, CANADA 8,50 \$ CAN, TOM 1200 CFP N° 781 - FÉVRIER 2013 - 4,90¤ IMMOBILIER ■ Les prix et les tendances dans 500 villes de France ■ Les bons plans à Paris, en Ile-de-France, à Bordeaux, Marseille, Aix et Lyon SPÉCIAL Tout est possible ! LE MAGAZINE QUI DONNE DU SENS À L'ÉCONOMIE
A journalist reports, analyses, comments, sometimes even denounces... Less often, he advises. Yet, at Mieux Vivre Votre Argent, that is his main task! Providing the reader with turnkey solutions and precise recommendations is what underpins our editorial line. My job consists of ensuring compliance with that editorial line. Journalism courses don't prepare us for that. Why not hand the microphone over to experienced industry professionals, to voice their informed opinions in our columns? that is more consistent with usual journalistic practice. But working for a magazine that aims to provide a concrete service to savers and consumers requires greater personal involvement. It's the good advice that you give your readers today that will encourage them to resubscribe tomorrow. It's a real challenge, but it's so satisfying when it's successful! "
GILLES MANDROUX
Mieux Vivre Votre Argent (MVVA), the leading monthly magazine for property and fi nance, was founded in 1979 by Jean-Antoine Bouchez. MVVA focuses on managing individuals' personal fi nances: from optimisation of expenditures to legal issues to portfolio management.
In the main section, the editorial team gives fi nancial advice to a subscriber after a detailed analysis of his or her budget and family status.
Each year, six special guides are published: Tax, Real Estate, Stock Market, Life Insurance, SICAVs and Home. MVVA has a circulation of 221,876.
Votreargent.fr, the website covering stock market news, real estate, insurance and related areas, covers the same themes as the magazine but with a different approach. With even more topical and practical information. Votreargent.fr reaches 500,000 unique visitors.
La Lettre de la Bourse (LLB) is the confi dential magazine that specialises in the stock market world and the stock market crisis. the publication was launched on the eve of the 1987 crash. Since then, the original publication has become dual media, with a daily service on Lalettredelabourse.fr.
Mieux Vivre Votre Argent is also taking on new challenges: Additional issues: the specials Les placements de
A à Z (Investment from A to Z) and Nos recettes pour votre argent (Our recipes for your money) are intended to familiarise new readers with the world of personal fi nance.
Prizes: every year Mieux Vivre Votre Argent awards a number of prizes, including Les Corbeilles de la gestion collective (mutual funds), Le Grand prix de l'assurancevie (life insurance) and Le Grand prix des actions (equities). these are useful guidelines for the readers and marketing tools for companies and/or their products.
Seminars: in Paris or elsewhere in the country, with listed companies, insurers or bankers. these seminars offer a unique opportunity to provide information and to meet readers. Mieux Vivre Votre Argent organises around thirty seminars a year.
Fairs: Le Forum de l'Investissement and Fiscap: two large fairs held in Paris, one for the general public, the other targeted more to a select audience.
Outsourced editorial services: design and production of publications on behalf of third parties. For the customers of a major French bank, Mieux Vivre Votre Argent has developed Vif Argent, a quarterly magazine based on four broad themes: real estate, day-to-day living, tax and investments. the magazine is complemented by a website, to keep abreast of current affairs.
I have led the editorial team of Classica since it was created 15 years ago. that was in 1998: the world was a very different place back then! the digital revolution completely transformed the music sector, and forced us to rethink the way we talk about it. More than ever, as information proliferates and becomes diluted, we have a duty to deliver expertise and excellence. In 2013, around the paper version of Classica, which is still our parent company and has a new enhanced format, we now have tablet and internet versions, in collaboration with our partner Radio Classique. We also produce special issues for L'Express, publish books and have our sister magazine Pianiste. Watch out for further diversifi cations. "
BERTRAND DERMONCOURT
Studio Ciné Live is the French fi lm magazine, published monthly with a complete overview of worldwide cinema news: reviews and rankings for every fi lm at home and abroad, major reports and exclusive interviews. Studio Ciné Live is present at every festival: Cannes, Venice, toronto, Berlin... It also reviews the latest dVd releases, tV series and video games.
Lire is the leading literary magazine title. the monthly publication owes its success to an unwavering ambition – to provide an overview of contemporary literary productions, irrespective of genre (French or foreign novels, biographies, documents, comics and even cookery!) – and to the talent of its contributors. At the start of 2012, Lire updated its format to give more space to the writers whose columns most appeal to our readers, such as discussions and in-depth interviews. this change has been welcomed by readers and has led to a signifi cant increase in subscriptions. the magazine has also stepped up its presence at literary events, which are an opportunity to make the link between authors and readers more tangible. Finally, Lire uses its expertise and content to drive a longstanding policy of producing special issues and thematic supplements, such as the Proust special edition that marked the centenary of 'La Recherche'.
Classica is the music and hi-fi magazine. It's a monthly publication, which owes its rapid success to its resolutely modern style and innovative offering, which has helped to revitalise a genre that is often seen as stuck in its ways. Its success meant it was able to merge with 'Le Monde de la Musique' in 2009 but keep its own name. today, the magazine is co-edited with the 'Les Echos' group and works closely with 'Radio Classique', which is owned by the economics daily. Classica keeps a close eye on the news and goes out to talk to leading artists. On the practical side, the magazine unearths all the latest news about records and hi-fi so that readers benefi t from its expertise. the 'Shocks' page (accompanied by a Cd), 'Listening blind', 'Critics from A to Z' and hi-fi tests meet these expectations. new developments include the 2012 launch of a tablet version of Classica and the celebration in 2013 of the 150th edition and the unveiling of a new format.
Pianiste is a musical magazine devoted to teaching and piano, packed with sheet music, advice from experts and multimedia extras (Cds and dVds). Pianiste is published six times a year.
KR Home-Studio, with 11 issues a year, is the music creation magazine for musicians who want to record, self-produce and perform on stage. Born 25 years ago to the sound of synthesizers, the magazine has embraced technological and artistic developments, accompanying a community of loyal readers through the home-studio revolution, the emergence of dJ culture and taking up new instruments (guitars, drums, etc.). KR Home-Studio's unifying and growth-generating projects in 2012 included its 'dJ Style' offer in partnership with Mixmove, the 'KR découvertes' competition, rewarding the best music production from its readers, and the launch of its new website kr-homestudio.fr.
Unique in their respective niches, Pianiste and KR Home-Studio remain essential references for those keen to practise music. these two titles consolidate the group's cultural offering.
Groupe Express-Roularta publishes the fi nest French home decor and lifestyle titles both digitally and in print.
Cotemaison.fr is the most visited home decor website in France. It draws on the content of all of the group's home decor magazines and also develops its own content, specifi cally tailored to its online readers. IOS, Android and Windows 8 versions are available.
Maisons Côté Sud, Maisons Côté Ouest, Vivre Côté Paris (bimonthly) and Maisons Côté Est (quarterly) are high-end magazines devoted to the best of home decor and lifestyle in France. they contain reports about the most beautiful interiors, heritage and know-how, as well as cookery articles and detailed city guides. not forgetting news on the latest cultural activities and events in each region.
the Vivre Côté Sud (decor - lifestyle) exhibition is also held annually in June in Aix-en-Provence, with growing success.
Lifestyle Côté France is a 100% digital quarterly magazine in French and English, bringing together the best articles published in the Côté magazines.
Maison Française is a magazine that, since 1946, has showcased new talent, creation and design. It includes features on interior decorators and designers, as well as reports about the most extraordinary interiors. two special editions are further dedicated to design and innovation. Maison Française has a highly successful turkish edition published by dogan Burda.
Décoration Internationale is a magazine that was launched in April 2012. Published twice a year, it augments the Maison Française offering and is particularly geared towards readers interested in the fi elds of contracting and hospitality. It features exclusive reports on the world's fi nest design and architectural creations: hotels, company HQs, museums... this bilingual magazine enjoys a wide international circulation.
Maison Magazine is a magazine dedicated to home improvement and contemporary living. It includes reports on modern homes, handy tips for building and renovation projects, as well as selections of materials and furniture.
the twice-yearly magazine Vivre Côté Cuisine et Bains is entirely devoted to the refurbishment and decoration of kitchens and bathrooms. It is circulated with all of the group's other decoration magazines.
Zeste Cuisinons simple et bon is a bimonthly magazine dedicated to home cooking. With a friendly and direct tone, it offers readers recipes for all the culinary opportunities daily life brings. It also contains tips from chefs, selections of utensils and books, and information about new food products.
the magazine 100 Recettes is published 3 or 4 times a year and contains thematic selections of recipes (seasonal, salads, chocolate...).
After having worked in television production and the daily press, in 2007 I was given the chance to join Groupe Express-Roularta, running the Lifestyle division alongside Corinne Pitavy. Surrounded by a motivated team of journalists, and media, subscription, management, advertising, marketing and manufacturing specialists, I've been able to initiate launches of print and digital magazines, introduce new formats and more generally develop the lifestyle brands. there is no shortage of daily challenges which – as if each one were a beautiful garden (my second passion) – I tackle with a single motto: benevolence, respect, generosity. "
MARIE-PIERRE OMBRÉDANNE
Launched in 1999 by Laurent Blanc, IDEAT has become a veritable phenomenon in France's deco and design publishing world. IdEAt corresponds to a new generation, age 30-45, AB+, highly educated and more travelled than previous generations. their eye is exercised in modernity and their taste has grown for the designers, archi-
tects and artists who made the twentieth century. IdEAt's readers have an urban culture and a passion for '48 hours in...' to indulge their favourite pastime of mixing shopping and museum visits. this is what makes IdEAt quite unlike any other magazine... A new generation magazine which picks up on the international trend of lifestyle.
the same period, paid subscriptions have increased by over 50%. With almost 800 pages of paid advertising per year, IdEAt heads France's deco and art de vivre press in terms of advertising investment, making it advertisers' favourite French magazine.
With this success already to its credit, Laurent Blanc launched in October 2011 The Good Life. this is a hybrid magazine, combining global economic news and lifestyle, and as such a real UFO in France's magazine market. It responds to a generation which is constantly zapping between permanently intermingled worlds of
work and leisure. With this generation somewhat disconnected from a press which had remained very Franco-French, self-centred on French politics and business, it was time to invent a new kind of magazine. A magazine that mixes global economic culture and time devoted to the pleasures of life, declined in terms of modernity and lifestyle: a hybrid magazine, because modernity is hybrid.
the Good Life has since taken the SPM (Syndicat de la Presse Magazine) 'Prix de l'Innovation 2012' award for the best magazine launch of the previous year.
this prize recognises the work of a team that has believed in the development of mooks (magazine + books) that are now transforming the French magazine landscape.
the average newsstand sales of the fi rst two issues were over 40,000 copies and the magazine already has almost 8,000 subscribers after just six issues... For a 300 page AB+ luxury magazine, sold at 5 euros, this is almost a miracle!
" I created IdEAt in 1999 with my wife, Anne-France. In 2001, Roularta Media Group acquired a 50% stake in the business. Since then the magazine has continued to evolve, and has gradually become established in the French magazine press as a real benchmark of urban culture. As such, it has become much more than an interior design magazine. IdEAt is celebrating its 100th edition this year. I'm sure the Good Life will be just as successful and one day will also be celebrating its 100th edition!
IdEAt has an average distribution of 85,000 copies in France and abroad. In numerical terms, it boasts the highest growth rate (+27%) of any French deco magazine since the start of 2006. Over Montre J12 CHROMATIC en céramique de titane, un matériau hautement résistant aux rayures. Couleur et éclat uniques obtenus par adjonction de titane à la céramique et polissage à la poudre de diamant. 54 diamants (~1,4 carat). Mouvement mécanique à remontage automatique. Réserve de marche 42 heures. Étanchéité 50 mètres. La Ligne de CHANEL - Tél. : 0 800 255 005 (appel gratuit depuis un poste fi xe). IDER_1309_COVER.indd 1 SP J12 CHROMATIC ROSE POUDRÉ 215x275 Ideat FR.indd 1 15/01/13 15:40 12/02/13 17:01
IDEAT is celebrating its 100th edition this year. I'm sure The Good Life will be just as successful. "
ANNE-FRANCE AND LAURENT BLANC
For 40 years now, l'Etudiant has provided young people, their parents and educators with information to guide them in their choice of professions and studies, including information on the resulting job opportunities.
As a leader in the 15-25 years sector, l'Etudiant has developed numerous information media (fairs, internet, press, publishing, non-media, coaching and tutoring), providing a complete and accurate response to young people's concerns.
L'Etudiant is historically a multimedia brand.
Every year we host nearly 2 million visitors to the 70 fairs (including the Orientation train) both general and themed, that we organise in Paris and in the provinces.
As well as our fl agship title, the magazine l'Etudiant – the leading press title for 15-19 year olds – we publish over 30 magazines and special editions, including two free magazines distributed at places of study and 16 regional guides. Our collection of Guide de l'Etudiant student guides, with 200 references and 7 million guides sold, makes l'Etudiant the leading French publisher on the topics of studies, professions, fi rst job
and student life.
With 11 million visits and 57 million page views per month, Letudiant.fr is the way-out leader of French sites dedicated to professional and study directions and higher
education.
Letudiant.fr is now accompanied by a new lifestyle chain. Trendy, launched in 2012, discusses fashion, beauty, interior decoration, cooking and high tech.
Launched 6 years ago, our B2B website Educopros.fr has become a reference for education professionals.
this activity also organised a dozen conferences in 2012 and is constantly expanding its services (study tours...).
Working in the digital sector, it's essential to keep a constant eye on innovation and to be on the lookout for developments in new media. "
I've been at l'Etudiant for seven years and have had the pleasure of contributing to the astounding growth of the l'Etudiant websites. during this period, I've worked tirelessly to fi rst secure and then consolidate our leadership in the fi eld of career and education information. As Internet Manager, I rely on a multidisciplinary team of 13 industry experts. I consider my job like that of an orchestra conductor, where my main task is to coordinate the various roles and know-how of the team members (technical, marketing, traffi c management, etc.). It is also my job to set us increasingly ambitious targets, such as increasing our audience and our customer database, creating new services and new income generation opportunities. As our activity is central to and strategic for the development of l'Etudiant, we work with all its teams (editorial, sales, events, etc.) on a daily basis. And of course, working in the digital sector, it's essential to keep a constant eye on innovation and to be on the lookout for changes and developments in new media. In a nutshell, this constantly evolving role forces me to really demand more of myself nearly every morning... "
EMMANUEL TRECOURT
Point de Vue is like a cross-generational album where, each week, readers discover an exclusive and exciting contemporary world refl ecting the latest developments in high society, culture and lifestyle.
In a society that is losing its reference points, Point de Vue
is fi rmly anchored in its time and responds to a need for authenticity and continuity, as well as dreams, elegance and escapism. It is a magazine that combines culture, glamour and curiosity.
In the same vein as Point de Vue, IdM (Images du Monde) is a gateway to the richness and facets of exceptional places and environments. With six editions a year, providing an in-depth analysis of topics that combine glamour and culture, IdM is a showcase that presents, explains and feeds the dreams of its readers thanks to the elegance of its layout and the focus on visual content.
Finally, Point de Vue Histoire offers a majestic look at history. through the ages, kings and emperors, queens and princes have written, with blood and passion, the most scintillating chapters of our past. Famous dynasties, murdered sovereigns, mysteries and crowns: every three months, Point de Vue Histoire explores the endless aspects of history. After all, real life is often more thrilling than the best novel!
HEAD OF THE ROYALTY AND HISTORY TEAM AT POINT DE VUE/ HEAD OF IMAGES DU MONDE
After studying law and political science in Paris, I freelanced for several years for Estampille and La Gazette de l'Hôtel drouot. One day I phoned the editor-in-chief of Point de Vue to propose an article. I did one freelance job, then another, then a third, and ended up staying. the fi rst interview that really left its mark on me was with King Hussein of Jordan. What I like about this publication is how moments straight out of the history books intersect with current affairs. the best example of this type of surprise encounter has to be the funeral of tsar nicholas II and his family in Saint Petersburg in 1998. the guest of honour was called Boris Yeltsin. Point de Vue's approach to current affairs differs from that of other weeklies, but is equally intense. the creation, a few years back, of the IdM (Images du Monde) special issue, was another new experience. Each edition contains a special report on a specifi c theme – such as jewellery, marriage or art – and sections where we can delve a bit deeper into a fascinating subject. today, IdM has become a magazine in its own right. this reassures me that the printed press still has some cards up its sleeve, provided that it cultivates its difference from the internet by offering more. this is a time of searching for roots and one of the specialities of Point de Vue and IdM is precisely to identify those roots. "
This is a time of searching for roots and one of the specialities of Point de Vue and IdM is precisely to identify those roots. "
VINCENT MEYLAN
With Lexpress.fr, Lexpansion.com, Votreargent.fr, Lentreprise.com, Lexpress.fr/styles, Lexpress.fr/ tendances and Cotemaison.fr, Groupe Express-Roularta meets the information needs of upper-income internet users, covering all topics related to current affairs, economics, fi nance, lifestyle and decoration.
Each month, Groupe Express-Roularta websites are viewed by nearly 8 million internet users, 32% of whom are from upper-income categories and 1 million of whom are mobile internet users. Indeed, Lexpress.fr is the fourth most visited current affairs site in France.
In recent years, the group has also been extending its offer to the full range of digital devices (mobiles and tablets). With more than 30 dedicated
applications, and an offering and ergonomics adapted to reading on these new devices, digital innovation is at the heart of the brands' development strategy.
this multi-screen expansion is continuing in 2013 on smart tV, with the release of the fi rst application from the 'L'Express tV' group, offering the 200 or so videos produced each month thanks to the Video Studio launched in 2012 to coincide with the Presidential Election.
Lexpress.fr was one of the fi rst information sites to take the innovative editorial step of opening its site
62 63 ERIC METTOUT
up to internet users with 'Express Yourself'. Journalists, experts and web surfers can now share their opinions about the topics addressed on the site.
the average age of my team is under 30... and I learn something from them every day! It's their energy, imagination, curiosity, proactivity and, above all, their tremendous talent that make the L'Express website so successful. they need to have good editorial skills, of course, but also 'digital' competences. these young journalists investigate, write, fi lm, look after their community and are present on twitter and Facebook – and no doubt on the next social network that will replace them, too. the internet is a demanding, multifaceted, fast, fun and sociable medium, rooted in time and history but always on the lookout for the latest news, the most recent event, the biggest scoop. You never know what surprises the internet will come up with next! It's the best tool a journalist could ever dream of – and I'm lucky to be part of the adventure, at the helm of a racing boat with a top-fl ight crew! What does tomorrow hold for my job, our business or the website I look after? Anyone who can tell you that would be a wise man indeed. And that's what makes it so exciting. "
Plus Magazine Frau im Leben Rente & Co G/Geschichte Leben & erziehen Schwangerschaft & Geburt Babys erstes Jahr Babys lernen schlafen Gesundheit, mein Kind! Babys richtig fördern Schule + Familie Stafette Bimbo Olli und Molli I love English Junior Gärtnern leicht gemacht Grün Living & More Lea wohnen Country-Träume Wohnen "
Roularta publishes (in a 50/50 joint venture with Bayard) magazines for senior citizens in Belgium, the Netherlands and Germany, and German magazines in various areas.
As Marketing Manager, I have been responsible for the Best-Ager magazines and Christian journalism in Germany since november 2010. My work at Bayard Media Germany covers many different and varied areas: representing the publisher and the magazines externally, planning and executing marketing campaigns, product management, making contacts and successfully conducting collaborative working arrangements. Each day offers something new and always brings new challenges. My biggest highlight and unforgettable experience at Bayard has to be the international meeting of Bayard colleagues in April 2011 at a private audience with Pope Benedict XVI in St. Peter's Square, Rome, in order to present our Glauben Kompakt product to him.
SYLVIE EISMANN
to respond to the constantly growing number of seniors in Europe, Roularta in joint venture with the French group Bayard has brought a number of successful senior magazines onto the market: Plus Magazine, with editions in Belgium (d/F), the netherlands and Germany.
In the netherlands, Plus Magazine has grown to become the largest paid monthly magazine in the country. Around the magazine, a whole range of products and services have been designed, including Plus Puzzles, practical guides (pension, health, inheritance) and a custom publishing department that puts together magazines for third parties operating in the seniors market (including Max tV and Anbo Ouderenbond). Senior Publications netherlands also participates in the 50PlusBeurs, the largest fair for seniors
in Europe, and a specialised advertising sales house.
Plus Magazine is active online with Plusonline.nl (for active seniors), Gezondheidsnet.nl (largest health website in the netherlands), Fietsen.123.nl (recreational cycling) and Geldenrecht.nl (personal fi nance).
the monthly Plus Magazine brings out each year a whole series of special theme editions: Plus tuinieren (gardening), Plus Puzzles, Plus Woman etc.
Plus Magazin is the magazine for young and active over 50s in Germany. 33 million Germans are currently over 50. that makes 40% of the German population. In 2020 this number will grow to more than 47%.
Frau im Leben is the monthly magazine for women in mid-life. this is the time of many changes: children are leaving the nest, home and home decoration become more important, free time and holidays are fi lled differently. Central focal points are now health and prevention and more time for one's own well-being. Frau im Leben plays on this with topics aimed at people over 40, with tips on new life goals and advice for everyday life.
Rente & Co, a special of Plus Magazin, published fi ve times a year, brings full information about pensions. How to
apply? What if there are problems? Find out everything you need to know about pensions and precautionary measures. the magazine provides clear answers to the questions of people coming up to retirement or who are already retired. Very useful also are the model letters annexed to the magazine.
In addition to that Plus Magazin publishes two yearly specials: Pfl ege Kompakt (covering long-term care issues) and Erben Kompakt (covering the topic inheritance).
the monthly magazine G/Geschichte is for readers in terested in world history. G/Geschichte's approach and its
modern layout speak to a dynamic and growing target group. Re-experiencing history again as if one had been present oneself.
G/Geschichte Wissen , a sporadic magazine, provides clear, to-the-point and easily understandable information on fundamental global questions and phenomena. Read, know, understand. this information magazine offers both basic and detailed knowledge in understandable language.
In 2010 a dutch-language version, G/Geschiedenis, was also launched for Flanders and the netherlands.
In 2012 six issues and a special were published. G/Geschiedenis very quickly became a reference among history magazines. Starting in 2013 the magazine is now published eight times a year. Readers can fi nd lots of extras at www.g-geschiedenis.eu.
G/Geschichte makes you re-experience history as if you had been present yourself. " HEAD OF IT SOLUTIONS
It is boring? no, it isn't. At least it isn't at Sailer. I have worked there for 10 years now and am currently head of the It Solutions department, which has two other colleagues. I face new challenges in my work every day: whether in supporting our lovely users at the three publishing houses in nuremberg, Augsburg and Cologne, or in looking after our server and network structures, or in the joint work on interesting web projects with colleagues from the editorial and marketing departments. the large number of different activities makes my job exciting and the pleasure I get from it constantly confi rms that I made the right choice in making my hobby what I do for a living. I wouldn't want to miss out now on the opportunity to work with nice colleagues in a company environment such as this one. "
RENÉ DASBECK
PRODUCTION EMPLOYEE
We get it onto paper! together with my colleague, I am responsible for ensuring that all magazines and print advertisements are printed in the best quality and delivered on time for the publishers, Bayard Media, LIVInG & MORE and Sailer. In 2013, this will involve around 250 different editions. My work includes seeking out the most costeffective suppliers, drawing up and monitoring time schedules, sales orders and working documents, quality control and the calculation and controlling of costs. that it is simply never boring. "
What makes my work so exciting and interesting is the constant contact with colleagues from the editorial department, repro, sales, advertising, accounting and controlling. As well as this, thanks to Bayard's international integration, we also have regular contact with our colleagues in Belgium and Spain. the nice thing about this job is
ACHIM DROLL
Pregnancy, the fi rst weeks with the baby and toddler period change the life of a young family thoroughly. the monthly magazine Leben & erziehen advises them on how to success fully tackle this new phase in life. Leben & erziehen created several line extensions covering all topics pregnant women and families with babies are interested in.
A baby! For the future mother new and exciting months. Schwangerschaft & Geburt accompanies the woman
during this period and during the fi rst weeks with her baby. In this man ual experts, midwives and doctors offer advice and share practical experience.
the pregnancy test is positive! Mothersto-be can get ready for an exciting time. And of course they have all kinds of questions. In Hurra, ich bin schwanger - 333 Fragen und Antworten zur Schwangerschaft they can fi nd everything they want to know in an easy to read question and answer presentation.
fi nancial and legal topics that mothers-to-be have to consider, especially the support offered by the government, e.g. child allowance, and topics like parental leave and return to the job.
Babys erstes Jahr answers young parents' need for lots of information. the individual stages of a child's development are explained in detail and provide a guide for the
young family.
Gesund essen im ersten Jahr. A healthy diet from the start is important for baby's development. But which baby milk is best? When is the best time for the fi rst solid food? In this special, young parents fi nd answers to all their questions.
A quiet night. It sounds so simple but babies need to learn to sleep alone and through the night, and to distinguish between day and night rhythms. Babys lernen schlafen
is an important guide for this period, with sleep programmes and advice from experts.
Gesundheit, mein Kind! the practical handbook informs parents from a to z about what children need in order to grow up healthy. typical childhood illness es are explained in an understandable way without scaremongering.
Babys richtig fördern. A child never learns more than in the fi rst two years of life. this magazine shows parents how they can help their child in this process.
What their child needs to know when, how they can stimulate it, what is the appropriate nutrition...
Schule + Familie. How will my child make the transition to secondary education? How can I offer him or her maximum guidance? What to do when problems occur with teachers or friends? Schule + Familie offers a whole range of answers and practical tips.
im ersten Jahr Gesund essen 01 /2012 MAI / JUNI / JULI
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Elterngeld& Co Mehr Geld für junge Familien Elterngeld 2013 Das ändert sich ab 1. Januar 2013 Betreuungsgeld Darum geht's 18 Tipps 12.000 Euro rausholen!
schmeckt Was Babys Stillen Fläschchenmilch Der erste Brei
So wird die Haut wieder zart Wunder Po was hilft?
Bitte Platz nehmen!
Sind Babys kitzlig?
Experten
ERNÄHRUNG
WIE KINDER SITZEN LERNEN Seite 22
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Können sie denken?
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Stafette takes young readers along on a world discovery journey. With exciting reports, computer news, contests, tests, comic strips, jokes, sports stories, news from the music, cinema and tV worlds and a giant XXL poster. Stafette is recommend ed by the 'Stiftung Lesen' (German Foundation for Literacy and Reading Promotion).
Tierfreund is the science magazine for young people, explaining natural phenom ena in exciting contributions, presenting animals and their living environments, and answering questions about pets. tier freund encourages various activities and stimulates the child's sense of responsibility. Each month's XXL poster serves to spotlight a new item. Also recommended by 'Stiftung Lesen'.
Benni, the magazine for the young explorer aged 6 and up, addresses themes and questions from the world of
the child, brings exciting reports from around the world, and answers questions about nature and technology. tricky puzzles, tips and guidelines for play and experiment and a hobby annex on extra strong paper are a strong incentive to becoming inquisitively active. Recommended by 'Stiftung Lesen'.
Bimbo, the magazine for young adventurers, brings tales from the animal world and the world of young readers as well as contributions on nature, puzzles, a handicrafts supplement and an XXL poster. Bimbo is for children aged 6. Recommended by 'Stiftung Lesen'.
Olli und Molli is the learning and play mag azine for children aged 5 to 8. Olli the cat and Molli the mouse star in this magazine which includes hidden object games, sim-
ple stories and texts the children can read themselves, and posters and educational games to enable them to apply at home what they have learned at school. Recommended by 'Stiftung Lesen'.
Olli und Molli Kindergarten is the colourful magazine for children aged 3 to 6 with their parents. It was specially designed for pre-school children. With many stories to be read together, riddles and play ideas. In short, the basic material for moving moments with your child. Recommended by 'Stiftung Lesen'.
I love English Junior helps beginners to learn the language in a playful way. the exciting games and diffi cult puzzles broaden their vocabulary and teach them to make themselves understood in day-to-day situations. Lively reports offer young people a fascinating view of the English speaking world. And to ensure correct pronunciation right from the very start, each issue contains an audio Cd with all the texts and songs. I love English is for advanced learners of English. Also with audio Cd. Recommended by 'Stiftung Lesen'.
Please don't be envious now! Because I have to admit the job of chief editor of a children's magazine like Stafette is a rather enviable one. Every month we get to come up with exciting topics. We are constantly learning when we explain complicated content to young readers or are on the lookout for answers to seemingly simple questions. And if your own interests overlap with those that are most popular among the readers (music, cinema, sport, travel, foreign countries and cultures)... As far as other countries go, working at Bayard has a satisfying linguistic side effect: as the editor responsible for the English magazines, which Sailer publishes in conjunction with colleagues in France and Spain, I can now expand my vocabulary in three foreign languages... that's nice, eso es genial, c'est super, das ist toll!
74 75 NINA SCHÄFER
As an illustrator for LIVInG & MORE, every day I get exciting insights into the most varied of living environments. I am so appreciative of the fact that in my job, I get to do things that also interest me personally. I am always discovering new trends and ideas that are easy and quick for anyone to use in their own home. I love putting inspiring images and captions together and working with the team to create complete articles. I always fi nd the huge impact that selecting the right image has and how a touch of colour and appropriate typesetting can bring articles to life fascinating. the fact that I am also able to design COUntRY living gives me the opportunity to experiment with different style directions and allows plenty of scope for me to be creative. My job is always varied and gives me so much pleasure every single day. "
Gärtnern leicht gemacht is a magazine for beginner gardeners with helpful tips from experienced colleagues. With a practical approach to the various topics and a central focus on gardening tips and practice. All the budding garden er could ask for. 'Green' knowledge is imparted step by step with photos, drawings and concise text.
Grün, 1000 ideas for home and garden, is a creative magazine for indoors and outdoors. As well as the classical subjects and practical tips, readers will fi nd a
whole range of suggestions for terrace and balcony, home and garden decoration and ideas for living among fl owers. Grün offers 1000 personal design ideas for your garden, balcony and terrace.
LIVING & MORE is a source of information for living and interior design, gardening and enjoying life. A modern magazine with many ideas for individual in- and outdoor furnishings. the magazine includes decoration tips, shopping ideas, living and travel reports and cooking recipes.
LEA wohnen is a creative all-round mag azine with trendy objects to make your home more beautiful and enjoyable. this addition to the LIVInG & MORE family provides the reader with lots of easily implemented living and decoration ideas. All suggestions are explained in an understandable and detailed way, often in combination with shopping tips.
Country-Träume Wohnen and COUN-TRY living are the specials of LIVInG & MORE containing primarily information for country lovers. Covering typical topics that are part of the charm of country life: furnishings and interior decoration, kitchen and garden, life and nature.
Specials: regularly published spe cials of each magazine address in detail a particular theme or seasonal topic.
It's really fascinating how a touch of colour and appropriate typesetting can bring articles to life.
Krant van West-Vlaanderen De Weekbode De Zeewacht Kortrijks Handelsblad Brugsch Handelsblad Het Wekelijks Nieuws "
Fourteen years ago I started as an account manager at Krant van West-Vlaanderen. They gave me a basic portfolio and the task of optimising it by offering our services to even more local companies and traders. At Krant van West-Vlaanderen I'm responsible for expanding the customer base for the Brugsch Handelsblad in the Bruges region. Krant van West-Vlaanderen is a paid weekly newspaper with eleven strong local city newspapers. The Brugsch Handelsblad is one of them. Each city newspaper publishes every Friday a solid dose of local news. With information from readers' immediate environments or items relating to everyday life: work, school, kids, leisure, family. Good and inevitably less good news. Life as it is. Supplemented with advertising messages from local and national companies and/or retailers. Through frequent customer contact and being always present at various PR activities, an account manager comes to be seen more as an advisor to his customer. Every day is different and every customer is different in our sector. Which is good, because that's what keeps the job interesting. "
JEAN DE VRIESE
Roularta's very fi rst publication, better known as Krant van West-Vlaanderen (De Weekbode, De Zeewacht, Kortrijks Handelsblad, Brugsch Handelsblad and Het Wekelijks Nieuws) is experiencing exciting times. With 11 local city editions, this weekly newspaper has a permanent appointment with 356,100 readers. Newsstand and subscription sales are both holding their ground. Advertising revenue is rising, thanks in particular to local advertisers, and with the website
and its derivatives (iPhone app, iPad app) the paper now reaches 470,000 unique visitors per month.
Through their subscription numbers, subscribers now enjoy a free online service, where alongside the print product they get PC or iPad access to all 11 local city newspapers and all specials. Twice a day, 130,000 newsletters are sent to registered subscribers with a focused update of the day's news.
The newspaper has a huge potential, because even today many national advertisers have not yet discovered the power of this unique local anchoring. Geographic optimisation of communications to your target group calls for insight. Insight that the Roularta Local Media team last year made available to many potential customers and from which positive signals are expected in the short term.
Within the Roularta Media Group, Krant van West-Vlaanderen can exploit the enormous potential of the MAN heatset Colorman press to print the thousands of photos of local community life in full colour and high quality.
The price per issue is 2.80 euros, the annual subscription price (including online services) is 126 euros. The great majority of readers are permanent sub-
Every Friday a solid dose of local news. Good and inevitably less good news. Life as it is. "
De Streekkrant De Weekkrant Tam-Tam 't Fonteintje Het Gouden Blad De Wegwijzer Le Frontalier Zeeuwsch-Vlaams Advertentieblad De Zondag Steps City Magazine A Nous Paris A Nous Lille A Nous Lyon A Nous Marseille City Magazine "
As a mobile graphic designer I assist the Free Press offi ces right across Flanders. I design ads on Mac and on paper and am also constantly looking for ways to make the work of our designers and offi ces as effi cient as possible. Also, together with my colleague Anthony, I publish the GRAPE newsletter with lots of info directed specifi cally at the graphic designers in the offi ces. In short, a creative, varied job which I start every day with a :-). "
De Streekkrant (De Weekkrant in the province of Limburg) is the house-to-house weekly newspaper that reaches every house in Dutch-speaking Belgium with local information, region by region, in tabloid format. A series of regular sections provide extensive local news coverage for 50 different regions. De Streekkrant leads the market for local job and housing ads. This is the newspaper for consumers eager to know what bargains local traders are
offering. 3 million copies make De Streekkrant the largest newspaper in Dutch-speaking Belgium.
De Streekkrant/De Weekkrant does not stand still. In January 2013 city editions were launched in the provincial capitals and in Mechelen. These totally relooked editions of the well-known weekly titles focus even more on city news and upcoming events.
Roularta also publishes a series of very local door-to-door weeklies, all in tabloid format with traditional local titles like Tam-Tam, 't Fonteintje, Het Gouden Blad and De Wegwijzer. In this way Roularta freesheets reach a large number of homes in the provinces of East and West Flanders on a twice-weekly basis.
Just across the border with France, Roularta publishes the French-language tabloid Le Frontalier.
In the Netherlands Roularta publishes the Zeeuwsch-Vlaams Advertentieblad, the market leader for Zeeland Flanders, in joint venture with Wegener.
The totally relooked city editions focus even more on city news and upcoming events.
De Zondag is the Sunday edition of De Streekkrant with the same look and feel, but a different form of distribution thanks to a network of 4,000 bakeries. De Zondag has
16 regional editions helping local advertisers reach their target groups in an exclusive way. With a circulation of almost 700,000 and a readership of 1.5 million – after De Streekkrant – De Zondag is the second best-selling newspaper for Dutch-speaking Belgium. De Zondag is printed in heatset with colour printing on all pages.
The original distribution formula enables the entire edition to be distributed in several hours on Sunday morning. At a unique moment and for a particularly benefi cial and selective readership, each week De Zondag serves up an original
mix of interesting offers from local advertisers, news and background articles, plus a detailed overview of opportunities in the regional job and property markets, and legal notices.
De Zondag offers extensive coverage of the day's news, with a special focus on the Saturday evening football matches. The regional component is also an important
At regular intervals, De Zondag comes complete with topical specials such as Autosalon, Batibouw, Tuin (Garden) and Doe het zelf (Do it yourself), Fietsen (Cycling), Energie and Medioren. The paper also includes
the magazine Steps ten times a year, Immo- en Nieuwbouwmagazine (real estate and new houses) four times a year and Vakantiemagazine (Holidays) once a year (mid-June).
WAREGEM - Van 20 oktober 2012 (tegen Lokeren) was het geleden dat
Chavanel klopt Gilbert in Parijs-Nice
element in the concept of the paper, containing the local summary of the week's news as well as the local agenda for an enjoyable Sunday outing. Permanent sections Scoop, Plaza and Trips complete the picture, with a varied weekly offering of TV & entertainment, hobbies & lifestyle and holidays & leisure respectively. GAMMEL ONDERZOEK Twee spoorstakingen
echt lessen kunnen trekken uit de fouten die gemaakt worden."
LOMMEL - Komende woensdag zal het precies één jaar geleden zijn kinderen en zes volwassenen. Lommels burgemeester Peter Vanvelthoven (sp.a) pleit voor de oprichting van een onafhankelijke onder-
Vlaanderen energiekampioen BRUSSEL - Vlaamse woningen zijn energiezuiniger dan Waalse of Brusselse. Dat blijkt uit een nieuwe studie van Eurostat.
per maand "Hef monopolie NMBS op" Astrid Bryan is terug
BUSONGEVAL SIERRE, EEN JAAR LATER
Club breekt recordreeks af
BATIBOUW CONDITIES KIJK SNEL�VERDER! » zondag de De Zondag is de zondageditie van De Streekkrant
The unique De Zondag concept often puts us a step ahead of our competition. "
I've been working for Roularta since 2005. After six years in Accounts Receivable, I applied in May 2011 for the position of Free Press Account Manager in the Kortrijk region. To my great joy, I got the job. Selling has always been in my blood, but it's amazing what I've learned since. Thanks to the training courses and the support of my colleagues, I now feel in sales like a fi sh in water. The nice part of our job lies in the diversity of products we can offer our customers. The unique De Zondag concept often puts us a step ahead of our competition. But media planning with SMEs is not easy because the marketing budgets are rarely very large and every euro has to be wisely spent. With our strategic approach, I see that we play an important advisory role for many of our loyal customers. We also try to be present as much as possible at events of every kind. These PR activities give our customers the feeling we are always there for them. "
ALINE RAPSAET
You have West Flemings who stick around in Ghent after completing their studies. I on the contrary stayed at Roularta after my internship. Meanwhile, here I'm literally and fi guratively 'Bart Casteleyn Steps' – a Stepsman in heart and soul. It's now almost ten years that I've been working for the free lifestyle magazine. And I'm never bored. Steps is a magazine that moves and regularly updates with its times. At the start of 2013 we changed the format, a real big step for Steps! My task as editorial coordinator? Piloting the small but quality journalist team, providing our journalists with original ideas and perspectives, following articles for Steps and Steps Deluxe, monitoring the editorial budget... And maintaining Steps' strong online presence. Website, Facebook, Twitter, Instagram, Pinterest… We like them all! "
BART CASTELEYN
Steps is a free Dutch lifestyle magazine, aimed at modern women aged between 25 and 54. Every issue brings a mix of fashion, interior design, beauty, travel and more. Readers fi nd the latest trends and tips, month in, month out.
In January 2013 Steps underwent a total remake from tabloid to convenient magazine format, hugely boosting reading comfort.
Steps City Magazine's sixteen editions together cover the whole of Flanders, with around 850,000 copies distributed every month. The magazine combines classy ads and quality writing on recycled glossy paper. Steps is distributed through De Zondag and an exclusive distribution network.
Four times a year a deluxe version, 'Steps Deluxe', is also published in fi ve provincial editions distributed through an exclusive network.
Besides the print activity Steps is also very much alive online. With an app for iPad and with social media. Steps has a vibrant Facebook page and a Twitter account. There is also a website where the reader can view all past Steps and Steps Deluxe together with a blog.
Nor is our reader contact limited to online. Several times
a year Steps organises 'Steps Shopping Days', that is regional shopping days in Flemish cities. These produce good interaction between advertisers and readers, with Steps providing the necessary animation and support.
In France, city magazine A Nous Paris is published weekly with a circulation of 275,000 copies and distributed via displays in the Paris subway.
Together with the fortnightly A Nous Lille, A Nous Lyon and A Nous Marseille, A Nous achieves a total circulation of nearly 400,000 copies.
In the countries bordering the Adriatic Sea: Slovenia and Serbia, Roularta launched its fortnightly City Magazine .
All these titles have the same layout and editorial concept as was originally developed for A Nous Paris.
At the start of 2013 we changed the " format, a real big step for Steps!
VMMa vtm 2BE Vitaya vtmKzoom JIM Q-music JOE fm TvBastards Regional television Kanaal Z "
Roularta is a 50% partner (together with De Persgroep) in the Vlaamse Media Maatschappij.
I'm a perfectionist and in my perfectionism I can be quite maniacal. The series never let me go. Details were very important for Clan. Not only because they give fl esh and blood to the characters, but also because the series stretches reality a very long way. If you want the viewer to stay with you, you have to get these details right.
The Vlaamse Media Maatschappij (VMMa) ended 2012, once again, as market leader with a 35.6% share of the VVA 18-54 market (compared with 36.8% in 2011 and 34.8% in 2010). We look to the future with confi dence. VTM remains the family channel of Flanders and the mother ship of VMMa. 2BE, specialising in series and fi lms, appeals to a rather male audience, while women's station Vitaya is growing back to its top fi gures of 2007. our children's channel VTMKZooM and youth channel JIM complete the picture. TvBastards is now established as the umbrella production house for all VMMa production units. This fi ts perfectly with the vision of focusing on content.
2012 brought further challenges: with the ever increasing penetration of DVRs, delayed viewing grew to a record of almost 6% in September (av Jan-Dec 5%). Never has so much TV been consumed as in recent years, also through the arrival of many 'second screens', a business in which we got involved with the launch of Stievie in February 2013.
In 2012, the emphasis in online & mobile was on expanding the video network and extending the experience to other platforms. In this way video views rose to a record high and we launched various mobile applications, representing a tidy 320,000 downloads. The rebranding of VTM Koken (cooking) doubled visitor numbers.
our radio stations Q-music and JoE fm also look back on a solid year. During 2012, Q-music's Mr Rabbit trav-
elled the world for a year with the listeners to raise money for the 'Kindergeluk vzw' children's charity. JoE fm pulled of two stunts: the second SOS toys and the biggest surprise birthday party ever for listener Bjorn De Vuyst.
VLAAMSE MEDIA MAATSCHAPPIJ
Clan stretches reality " a very long way.
As a comprehensive family channel, VTM plays a central role in Flemish households. Last year an average of nearly 2 million people a day tuned in to Flanders' largest commercial broadcaster with a 22.9% share
of VVA 18-54. More than ever, VTM stands for entertainment. our aim is to reach Flemings with respectful, genuine and human warmth television. The new tagline says what VTM wants to stand for: television experience.
In 2012 the station went resolutely for wide audience entertainment and Flemish fi ction. Belgium's Got Talent, Sterren op de Dansvloer and of course The Voice van Vlaanderen were particularly popular. A number of new series like Clan, Zonen van Van As, Danni Lowinski
and Deadline 14/10 were successfully launched. And of course we could also count on stalwarts like Aspe, Boer zkt Vrouw and Tegen de Sterren op, while Familie evolved well.
In 2013 VTM continues to build its story, seeking to entice viewers with entertaining, authentic and lively television close to their hearts. Whether live entertainment with the new The Voice van Vlaanderen series, uncomplicated humour with Danni Lowinski, authentic, lively stories from De Beste Hobbykok van Vlaanderen, optimistic feel-good TV with Let's Get Fit, or the thrilling stories of Zone Stad and Aspe... VTM again offers the whole family a wide range of programmes focused on entertainment and local fi ction. New series are also in the pipeline: Zuidfl ank, Connie & Clyde, Ontspoord and Cordon.
Danni was a very rewarding character. She cares a damn what other people think. "
Danni was a very rewarding character. She is honest and says what she thinks. Her appearance is pretty heavy, with her heels and short skirts. I think she's had the clothes a long time. But she's got a little plumper and now they're a bit tight. Danni's not much concerned. This non-perfect model suits her. She cares a damn what other people think. "
NATHALIE MESKENS
Creativity is my life. I love creating things and sharing original ideas with others. I enjoy getting big results from minimal resources and a tiny budget. For me, to achieve something good, you don't need to go looking very far. "
KAROLIEN VERBANCK
2BE went into 2012 as it left 2011, with growth fi gures. As a fi lm and series channel par excellence with series like Bones, House M.D. or Game of Thrones, 2BE also brought a number of successful innovative and at times edgy locals like Superstaar with Gunter Lamoot and Crimi Clowns, along with the classic Expeditie Robinson. Absolute audience topper remains the Champions League, which continues to charm a very wide audience
and achieved top scores in the autumn thanks to the presence of a Belgian participant. For the year as a whole, 2BE's market share remained unchanged at 10.2% in the VVA 18-44 segment.
Until November the lifestyle channel continued its uninterrupted growth, strengthening its position as the largest daytime woman's broadcaster: +1.2% to 7.1% in women 18-54. In 2012, the largest growth came this time from prime time (17-24 h): +0.8% to 4.7%, for which a solid foundation had been laid with a choice of four thematic and three movie nights.
In the course of the year, Vitaya underwent a major change. The own production Rok en Rol and a new genre of scripted reality with the fi rst titles Dokters and Achter Gesloten Deuren (Behind Closed Doors), became new pillars in the run-up to high prime. These were joined by the slightly sharper late formats to strengthen the evening programming.
To achieve something good, you don't need to go looking very far.
VTMKZooM blew out three candles in october 2012. The kids station again performed well in 2012, with an average market share of 10.4% among 4-14-year olds. Good results were also achieved with co-viewing – that is when parents watch TV with their children and siblings watch together – making us commercial market leader with a share of 9.7% daily. VTMKZooM wants
to be fi rmly anchored in the world of Flemish children, with programmes that keep them busy and in which they can participate. Exciting TV, a bit naughty, but always within a safe context.
Nearly one in two young people (44% of 13-30-year olds) views JIM every month. In 2012 JIM remained by far the largest youth channel, both for 1 minute and 10 minutes consecutively and month after month. Also on a daily and weekly basis. Despite digital applications, young people continue to opt to watch JIM on TV, with its reach even increasing compared with 2011!
Besides own productions like Regi's World, with as its apotheosis the live broadcast of Elke and Regi's wedding, JIMkot Deluxe and Models, about the life of three Flemish male supermodels, JIM also brought the biggest festivals live on television and online. The Big Live in ostend also proved a great success, both online, on event and on air. In 2012 JIM introduced its own clothing line at JBC and festival boots with Shoe Discount .
More than ever, JIM is a broad youth brand.
Everything's possible and everything's allowed, " as long as it fi ts into the world of young people.
For interactivity, sending out FUZZ! on a Wednesday afternoon is the ideal solution. Eline and I fi nd that the interaction with the audience is omnipresent. The advantage is the immediately audience feedback on what are the funniest and most exciting bits in the programme. The thrust of our programme remains that everything's possible and everything's allowed. only it must fi t into the world of young people. "
SEAN D'HONDT
The moment Mr Rabbit arrived at Zaventem airport, with more than 200,000 euros for underprivileged children and ready to go back and live with little Noa's family, it was hard to hold back the tears. A super ending to a rabbit-friendly year. "
SVEN ORNELIS
Q-music did very well last year, remaining stable in the overall 12+ target group with a 14.3%* market share (2011: 14.9% - 2010: 14.8%). In its core 18-44 target group, Q-music remains market leader with a strong reach, listened to by over 510,000 Flemings daily (18-44-year olds).
2012 was the year in which Q-music started with visual radio. We are the fi rst radio station that can be viewed live 24/24 on its own channel: on Telenet Channel # 39, but also via the Q app and on Q-music.be. Visual radio is neither radio nor TV, but a totally new medium interconnecting word, music, image, social media and also listeners. Listener interaction is also a key ingredient of our station, witness our Summer of Love at the Q-Beach House, the ResQ team and of course Mr Rabbit's World Tour, harvesting massive support for the 'Kindergeluk' children's charity.
Besides interaction, music is of course the main ingredient of Q-music. We claim 'maximum hit music', not only available to listen to 24/24, but also applied in our many live projects. Showcases with, among others, Mika and Emeli Sandé, Qubes with Jessie Ware and others and Sunset Concerts with Grammy Award winners FUN!
JOE fm
JoE fm is strong, with a 7.2%* share of the overall 12+ target group. In its core thirties and forties target group, JoE fm scores a 9.7% market share. The fact that more people are listening longer and longer to JoE confi rms that our combination of lots of recognisable hits with familiar DJ voices like Leen Demaré, Alexandra Potvin, Raf Van Brussel and Tess Goossens is appreciated. Which is great.
JoE fm is where to go for your daily dose of greatest hits. The importance given to music in all its purity is there to hear during JOE lives with De Kreuners and Golden Earring, the Top 2000 and of course the 80ies Top 800, where listeners relive their most carefree years. JoE fm was also three years old on 1 April, something listener Bjorn De Vuyst will never forget. He received on that day the biggest surprise party ever. The SOS toys campaign showed radio can also mobilise people into action, when JoE fm and Dreamland together collected 1,250 m² of toys.
*source: CIM G2012 1+2+3 - Mon-Sun - 5 am-5 am
The arrival of TvBastards in September 2012 provides the umbrella production house for the many VMMa internal production units, strengthening, supporting and guiding our creative talent better across the various units. VMMa is keen to grow as a haven and breeding ground for TV talent. In this way the various different production units/ labels, each with its own approach and specialisation, remain faithful to their existence and DNA. That is the strength of TVBastards.
The many achievements in this production environment in 2012 include the 'Studio A' label, that flourished in Boortmeerbeek, with growing commercial market shares for Familie, in both VVA 18-54 and 18-44. A strengthened cast made story lines more authentic and recognisable. Every weekend we were again on the turf for successful football broadcasting, and in its seventh season Zone Stad achieved the most successful viewing figures of the series. With 'De Beeldradio' we returned to the campsite with Camping Club and on Leuven's Vaartkom we began the 'operatie Koekoek' ('operation Cuckoo') label, now home to De Keuken van Sofie (Sophie's kitchen). In addition, we took another Emmy nomination for our 'Shelter' label, this time for Wat als? (What if?).
In 2013 we shall continue working to build a powerful production house where the diversity in creativity is achieved from the various label DNAs, with which we want to bind viewers to us every day. "Nothing less, nothing more."
People need to recognise what I'm doing and then want to try it out themselves. "
The programme is a tribute to easy, achievable cooking. No arty try-outs, no cooking on three-star level: people need to recognise what I'm doing and then want to try it out themselves. We've given 'De keuken van Sofi e' a good backbone. Every day we work to a fi xed theme. "
SOFIE DUMONT
Regional broadcaster Ring TV covers the Halle-Vilvoorde area. Ever since it went on the air eighteen years ago, Ring TV has outsourced the management of its advertising sales to Roularta. All this time, therefore RMG has been responsible for bringing in advertising income. As Sales Director I'm responsible for everything involving advertising, sponsorship and events and for managing our small, three-person marketing unit, which Herman Verslype has also long been part of for advertising acquisition on the south side of the Ring. Building long-term relationships with our advertisers and developing successful new programmes in consultation with Ring TV management, fi nding programme sponsors, organising events, monitoring the budgets, all this comes under my responsibility. It's a varied job in which successful programme production and regional publicity go hand in hand, and where we can excite viewers daily with information from their own region. "
ANNE BUYSSE
20 years ago Roularta took part in the launch of regional television in Flanders: local news broadcast in a continuous loop for maximum reach.
Roularta today has a 50% participation in the Regionale Media Maatschappij (RMM) along with the two nonprofi t organisations that hold the licence for West Flemish broadcasters WTV and Focus TV. The two channels
are housed together in Roeselare, with joint editorial, promotional and advertising management. Picstory is the internal production house making audiovisual productions (corporate fi lms, spots, etc.) for businesses and governments.
In 2013, Focus & WTV celebrate their 20th birthday. Twenty years during which, day in, day out, they have kept their fi nger on the beating pulse of life as lived in West Flanders. Focus & WTV bring the local news as well as telling what West
Flemings are doing inside and outside the provincial and national borders.
With accompanying programmes of cultural, sport and economic news, every viewer has a reason to tune to Focus & WTV. Lifestyle is another common thread right through the programming, with useful tips for building, renovation and decoration, inspiring fashion ideas, interior decoration trends and gastronomic suggestions.
Focus & WTV, daily on TV, online, mobile and via social
media.
In Brabant Roularta provides the advertising sales management for Ring TV.
National advertising is managed from the Roularta Media Centre in Zellik by RTVM, a media management company in which Roularta and Concentra participate.
The regional channels reach 1.25 million viewers daily, an interesting target group for national and
local advertising campaigns and for communication by regional, provincial and city governments.
Kanaal Z and Canal Z, the only business stations in Flanders, Wallonia and Brussels, stand for reliable fi nancial-economic news with a clear view on business, economics and money. Both are open channels, providing interpretation and inspiration in a rational and intellectually enriching manner.
Kanaal Z and Canal Z's varied and specialist offering, along with their innovative approach, generate viewer loyalty, enabling the station to grow into the largest digital station in our country. In 2012 the channels' viewer fi gures rose by 14 percent. Every week the two channels are viewed by around 1,409,000 people; on a monthly basis, Kanaal Z and Canal Z can count on some 3,471,000 unique viewers. With an average daily reach of 316,000 viewers* the two channels confi rm their solid position in the overall TV offering. Kanaal Z and Canal Z target here not only the 'homo economicus', entrepreneurs, managers and starters, but also the fi nancially committed citizen.
With programmes like Z-Nieuws, Z-Beurs (stock market) and Z-Expert, the stations provide seekers of information and added value with up-to-date social, fi nancial and economic reporting, at both national and international level. In this way reports for the Dutch-language Z-Nieuws are put together by the news unit at the VTM editorial centre, while an editorial team at Roularta's Brussels Media Centre looks after Z-Beurs and Z-Expert and the Frenchlanguage Z-News, Z-Bourse and Z-Expert. At the BMC, more than 300 top journalists work in a multimedia newsroom to provide non-stop reporting on the internet, and commentaries and in-depth journalism in the magazines and for Kanaal Z/Canal Z.
Programmes like Z-Ondernemen, Z-Innovatie, Z-Audit, Z-Design and Z-Invest are aimed at people who want to evolve further and acquire knowledge in the business world. With regular weekly series like Z-Energy, Z-HR, Z-Fiscaal and Z-Facility and the new Z-Legal and Z-Healthcare series planned for 2013, Kanaal Z is innovating and strengthening community communication with the professional associations.
Moreover, the 4 minute video module format allows the broadcasts to be immediately placed and viewed on several platforms (iPad, websites, newsletters). In this way both stations want to play a leading role in optimising the audiovisual communication of commercial companies, knowledge centres and federations.
During the weekend current themes are also explored further in discussions with business people and politicians. There is also room for inspiration and relaxation with programmes like Fleet TV, Masterclass and Z-Villes (cities). Kanaal Z and Canal Z celebrated in 2012 the launch of interactive digital TV via the red button with three modules.
Using the Video on Demand application, viewers can watch Z-Nieuws and Z-Beurs whenever it suits them. A new 'Z-Beurs en uw portefeuille' (Z-Beurs and your wallet) application has been launched, enabling investors to manage their stock portfolios on their iPads during the day and to optimise them during the evening via their TV sets.
Finally, there is the practical real estate application, provided in cooperation with Immovlan.be, allowing interactive searching for housing and other real estate.
Kanaal Z and Canal Z can also be followed on other platforms like Telenet's Yelo, Belgacom's TV Everywhere, Weepee TV and Stievie.
*source: CIM - small audimetry
As a network manager, I work closely with our editors and journalist teams who put out 'fresh' news every day. I also direct the secondary programming with the weekly themed journals and Z-Wijzers, that is the more varied offering that provides interpretation and more in-depth coverage in the language of our target groups. Along with our account managers I forge optimal cooperation relationships with partners, advertisers, sector organisations, federations and knowledge centres. In tandem with our facility manager, I follow new developments in the audiovisual and digital areas. For the whole team I ensure good support from the administrative, marketing and production units, to keep Kanaal Z and Canal Z 'top of mind' with our audiences, to achieve constructive relationships with our partners and advertisers and to offer a strong multimedia platform.
"
The vision of logistics has changed over the years, from pure cost factor into a vital process accelerator offering real added value. Logistics has become an essential part of a profi table production environment. organising the loading bays has brought a substantial improvement in our logistics infrastructure, making us operationally ready for the new printing works. Everything is geared to simplifying daily operations and to processing greater tonnages without additional handling. A simple concept enables goods to be delivered seamlessly to the various warehouses and production sites. Separating out incoming and outgoing goods fl ows improves the overview and reduces the risk of errors. This optimisation also increases workplace safety. Since coming into operation, this system has sharply reduced goods fl ow times. "
JAN VANDEVYVERE
Roularta Printing in Roeselare is Belgium's largest printing centre, where top quality newspapers and magazines are produced for home and abroad.
Roularta Printing works with a range of heatset offset presses to produce all the Group's own Belgian, French and Dutch newspapers and magazines. A further 30% of turnover (30 of the 100 million euros) comes from printing orders for the European market.
Roularta Printing is equipped with a special heatset printing infrastructure. A manroland press can print in heatset full colour up to 64 pages broadsheet or 128 pages in tabloid format. A Mitsubishi confi guration can print in
heatset full colour up to 48 pages broadsheet or 96 pages tabloid. Alongside these super presses, Roularta works with 72, 48 and 16 page magazine format presses. Roularta Printing's manroland is the world's largest heatset rotating press. It is used to produce the De Streekkrant and De Zondag free newspapers, but also Steps City Magazine and other city and weekend magazines for French and Dutch news papers on glossy paper in resplendent colour.
Roularta Printing does its own fi nishing with Müller Martini and Ferag-stitching lines and its own routing with SITMA packaging lines, geared to handling large volumes of mail subscriptions to the Belgian, French, Dutch and German
Annual paper consumption is more than 100,000 tons. Paper for the Roularta magazines carries the PEFC label, guaranteeing ecological forest management. Newsprint for De Streekkrant and De Zondag and magazine paper
for Steps is 100% recycled paper. A perfect closed circuit: all magazines and newspapers are recovered and reused to produce new newsprint.
Since the early 90s Roularta has been investing in machinery and working methods that contribute to a sustainable future.
In 2013 signifi cant investments in further reduce production costs.
Annual report
"
ConsolIdAtEd FInAnCIAl stAtEmEnts 150
| Note 20 - Short-term investments, cash | 184 | |
|---|---|---|
| and cash equivalents | ||
| Note 21 - Equity | 184 | |
| Note 22 - Share-based payments | 185 | |
| Note 23 - Provisions | 187 | |
| Note 24 - Signifi cant litigations | 188 | |
| Note 25 - Non-current employee benefi ts | 188 | |
| Note 26 - Financial debts | 190 | |
| Note 27 - Other notes on liabilities | 192 | |
| Note 28 - Finance and operating leases | 193 | |
| Note 29 - Contingent liabilities and | 194 | |
| contractual commitments for the acquisition | ||
| of property, plant and equipment | ||
| Note 30 - Financial instruments - | 194 | |
| risks and fair value | ||
| Note 31 - Cash fl ow relating to acquisition | 201 | |
| of subsidiaries | ||
| Note 32 - Cash fl ow relating to disposal | 204 | |
| of subsidiaries | ||
| Note 33 - Interest in joint ventures | 204 | |
| Note 34 - Events after the balance sheet date | 204 | |
| Note 35 - Fees to the auditor and to persons | 204 | |
| related to the auditor | ||
| Note 36 - Related party transactions | 205 | |
| Note 37 - Group companies | 207 |
| Note 1 - Signifi cant accounting policies | 156 |
|---|---|
| Note 2 - Segment reporting | 164 |
| Note 3 - Sales | 166 |
| Note 4 - Services and other goods | 167 |
| Note 5 - Personnel | 168 |
| Note 6 - Write-down of inventories and receivables 168 | |
| Note 7 - Other operating income / expenses | 169 |
| Note 8 - Restructuring costs | 169 |
| Note 9 - Net fi nance costs | 170 |
| Note 10 - Income taxes | 170 |
| Note 11 - Earnings per share | 172 |
| Note 12 - Dividends | 172 |
| Note 13 - Intangible assets and goodwill | 173 |
| Note 14 - Property, plant and equipment | 177 |
| Note 15 - Investments accounted | 178 |
| for using the equity method | |
| Note 16 - Available-for-sale investments, | 179 |
| loans and guarantees | |
| Note 17 - Trade and other receivables | 180 |
| Note 18 - Deferred tax assets and liabilities | 182 |
| Note 19 - Inventories | 183 |
| stAtutory AudItor's rEport | 210 |
|---|---|
| stAtutory AnnuAl ACCounts | 212 |
| Readers I distribution I visitors Offi ces Financial calendar Sales and key fi gures |
216 218 219 220 |
As a multimedia company, Roularta Media Group (RMG) sets out to create value for its readers, internauts, viewers, listeners, advertising customers, employees and shareholders.
In Belgium, Roularta is a dynamic and leading player in the publication and printing of news and niche magazines, newspapers and freesheets, in the audiovisual media landscape and in electronic publishing.
For the general public in Dutch-speaking Belgium, RMG produces freesheets, open network TV, radio and the Vlan.be internet site. For the national market (in both Dutch and French) RMG produces quality magazines, a TV news station Kanaal Z/ Canal Z and the content-rich news portals Knack.be and Levif.be. In this way Roularta is constantly investigating new opportunities – titles, marketing initiatives and new media – to strengthen its leadership in Belgium.
In France, Roularta publishes via the Groupe Express-Roularta (GER) the weekly news magazine L'Express and the upscale people magazine Point de Vue. GER is also a specialist publisher of quality business, culture and lifestyle magazines. Lexpress.fr is one of France's top news websites. GER also organises fairs and events. Groupe Express-Roularta accounts in all for 30% of Roularta sales revenues.
In joint venture with the French group Bayard, Roularta is active in Belgium, the Netherlands and Germany with senior citizen magazines and in Germany with a wide range of magazines for parents and children, home & garden. Roularta publishes city magazines in Belgium and France, Slovenia and Serbia.
All the Group's strong brands are continuing to grow through line extensions, events and add-on products. A policy of vertical integration (content, advertising acquisition, production) and a multimedia approach increase fl exibility and strengthen Roularta's anticyclical character.
RMG continues to innovate in the fi eld of technical developments in the rapidly evolving media world. The involvement of its employees and the ongoing search for the best internal systems, cost management and synergy with partners help guarantee its future success. Roularta Media Group is a company with a strong record of socially responsible entrepreneurship, in which integrity, customer-friendliness and commitment come fi rst.
RMG continues to innovate in the fi eld of technical developments in the rapidly evolving media world. "
712 MILLION EUROS SALES 41.5% MAGAZINES 19.4% TV & RADIO 14.4% FREE PRESS 13.1% LINE EXTENSIONS 5.9% PRINTING FOR THIRD PARTIES 3.7% INTERNET ADVERTISING 2.0% NEWSPAPERS "
Roularta Media Group as a multimedia company is active in various high-tech sectors. Within these different areas the Group researches and develops new opportunities on an ongoing basis, giving Roularta in the process a solid international reputation as a major technology innovator.
Roularta Media Group's technological research and development efforts obviously benefi t the Group's own internal work processes, but many times they are also the driving force behind decisive market developments.
In the fi eld of premedia, Roularta Media Group has been the starting point for various Belgian and international standards. Roularta Media Group's pioneering role here is illustrated, among other things, by the following pioneering achievements.
As a founder member of Medibel+, the umbrella organisation of the Belgian advertising sector (Medibelplus.be), Roularta Media Group several years ago achieved the breakthrough of the PDF fi le format as the standard for the delivery of digital ads to newspapers and magazines. Within Medibel+, Roularta Media Group continues to enhance its pioneer status: Erwin Danis, the RMG premedia director, is currently president of the organisation.
Roularta Media Group was behind the development of the AdTicket method for the digitisation of order workfl ow between the media buyers and creative agencies which produce the ads on the one side, and publishing companies on the other. Roularta Media Group and Medibel+ launched the AdTicket in the Belgian market.
Under the guiding impulse of Roularta Media Group, Medibel+ was one of the founders in 2002 of the Ghent PDF Workgroup (GWG, www.gwg.org). This – now international – organisation of graphic associations and suppliers from Europe and the United States is seeking to introduce and increase the use of best practices in the printing industry worldwide. GWG is building here on the merits of Medibel+ and has taken over the Medibel+ PDF standards and the Medibel+ AdTicket method. Within the international GWG too, Roularta Media Group continues to assume its responsibility, with the Group being represented by its premedia director (as chairman of the board of directors). With this project Roularta Media Group once again shows its technical innovativeness, and the working methods it has developed are being followed abroad.
Within the Ghent PDF Workgroup, RMG is also working, along with other international media groups, on new cross-media standards, processes and formats for publishing on smartphones and tablets. This takes place within the Cross Media Committee which examines the changes taking place in the world of cross-media publishing and the opportunities that these offer.
Roularta Media Group plays an important and innovative role in Flanders by participating and/or taking the lead in various technological and innovative projects.
RMG participates in the Smarter Media in Flanders (SMIF) collective research programme. It is lead player in one of the nine work packages (digital proof numbers for print and internet advertisements) and contributes to several others. Important areas here are digital watermarking, ideal video compression for tablets, the effi cient collection of sports results and citizen journalism.
The uniform system of digital identifi cation numbers for print for all Belgian publishers was launched on the fi rst of March 2013.
RMG is also involved in the ICON project, i-Read+, with 'intelligent reading pleasure' as its main theme, whereby the user can, via a 'reasoning' component, decide when he wishes to obtain certain data enrichments. A 'virtual tutor' here increases the interaction between reader and content.
Meanwhile, RMG is also part of the MIC (Media Innovation Centre) where it is represented by its premedia director as a member of the Programme Committee.
MIC is an expertise centre for media innovation that closely follows developments in basic research, which
it translates for the Flemish media sector into concrete, realisable and pre-competitive innovation projects with a limited time horizon. RMG participates in two MIC programmes: Media ID and Stream Store. The objective of Media ID is to create a single central registration and payment platform for users of all kinds of Belgian media in digital form. A platform that is easy to use, reliable and strictly respects consumer privacy. Media ID will provide every consumer with a unique identity via a 'Single Signon Registration' (the so-called 'ID'), that can then be used with all participating media companies.
Stream Store is a platform for repackaging digital content in coherent streams that are personalised and contextualised and then offered as a paid service to the end user.
At editorial level too, Roularta Media Group is preparing for the future by using CCI NewsGate as a unique system for the entire newsroom, covering editors of Roularta Media Group, and with an emphasis on editorial planning, contract management and cross-media reuse of content.
NewsGate will enable the Roularta editorial staff to work 'multi-title' and 'multi-channel'. They can, from their editorial cockpit, create packages equally for print, web and smartphones and tablets.
Meanwhile, Roularta Media Group has already worked hard to create apps for a large portion of its titles. These apps are available for iPhone, iPad and Android smartphones. Through continuous adaptation and through regular adjustments of these apps, RMG guarantees its readers the best possible user experience.
Media ID is creating a single digital format central registration and payment platform for users of all kinds of Belgian media. "
dirECTORS' REPORT ANNUAL REPORT 2012 roularta media group
118 119
Roularta Media Group made major efforts in 2012 to produce its various media in an environmentally and energy-friendly manner. Meeting all legally imposed environmental standards remains an absolute minimum.
In 2012, Roularta again obtained the West Flanders Sustainable Business Charter. For this, independent experts from Flemish government agencies assess the Group's efforts and achievements in the field of sustainability by means of regular audits over a two-year period. This is done in close consultation with, among others, Voka and Bureau Veritas.
To further optimise its internal energy policy, Roularta signed up at the end of 2006 to the Flemish government's Energy Audit Covenant. Signatory companies commit to submit a multi-annual energy plan to the Flemish government's verification office. Annually reporting to this control body on planned/executed measures and avoided CO2 emissions is required.
Meanwhile, the measures to implement the second energy plan were completed. The implemented investments bring very significant savings of electrical and thermal energy, along with an important reduction in CO2 emissions. For the purchase of electricity, the company had already switched entirely over to renewable sources.
The consumption of energy and raw materials has long been carefully monitored. This offers the possibility to explore opportunities to systematically do better.
Within the manufacturing environment, a number of further achievements were recorded during the year. Two examples are:
In 2012 Roularta again received both the FSC (Forest Stewardship Council Schemes) and the PEFC (Programme for the Endorsement of Forest Certification Schemes) certificates. Every year an external auditor verifies that the printing organisation continues to meet the FSC and PEFC requirements. These certificates guarantee sustainable forest management. More and more of the Group's own publications are printed on such paper.
Roularta is also working hard to make increasing use of recycled paper. All newspapers are printed on 100% recycled paper and the lifestyle magazine Steps is also printed on 100% recycled glossy magazine paper.
In 2012, Roularta was the first printer in Belgium to measure the ecological footprint of its production process, using the ClimateCalc tool made available by the Febelgra sector federation.
ClimateCalc was developed by a consortium of European printing federations, based on the GHG Protocol and the recommendations of the ISO 14064 standard.
For calculating the CO2 footprint of graphics operations, ClimateCalc uses various parameters ranging from the paper and offset plates to direct and indirect emissions
based on energy consumption, to personnel transport and transportation of the finished product. The parameters examined cover around 95% of CO2 emissions. The aim of this module is to gain a better understanding of the composition of the footprint, so as to be able to address it at a later stage.
By consistently opting for the most economical cars on the market, the average CO2 emissions for a new company vehicle have fallen further: from an average 141 g/km in 2007 to 108 g/km in 2012. The 2013 procurement policy for new cars will result in a further reduction of the average CO2 emission to 105 g/km.
The West Flanders Provincial Mobility Point offers businesses an opportunity to have a sustainable mobility audit carried out by a specialised team. Its Mobiscan tool analyses the company's accessibility and employee home-work travel. In a first step it maps how and by what means of transport employees travel to work. This is followed by an analysis of employees' places of residence, schedules and traffic flows. All data are assembled in order to examine how many employees could potentially travel to work in a more sustainable way.
This study significantly supplements the company's various previous efforts in the area of sustainable mobility. It
shows that we can place even more emphasis on carpooling and on bicycle use. Many employees live within cycling distance of work, or travel in the same direction with the same schedule, allowing them to drive together. We will continue to promote and pay attention to these aspects.
At Roularta Media Group attention was paid in 2012 to a wide range of aspects in different areas of Prevention and Well-being. Prominent projects/achievements include:
In the past year, a number of major investments were made in the field of fire prevention and control.
• The sprinkler protection system was extended to the outside loading docks and the outdoor storage area. The hydrant network also came into operation.
• In addition, added value was achieved in a number of other areas in the field of technical fire prevention or combatting emergencies. These include migration fire detection, adapting the functionality of emergency pushbuttons, producing a gas plan, extending gas detection, a quenching procedure on the dust collector, emergency stop buttons for HVAC/solvent pumps, and agreements on the use of smoke hatches.
• At the organisational level, these included the external refresher session for the internal fire teams, the regular update of the fire brigade intervention plan, the update of the ATEX and explosion safety files, the 'suspicious letter' procedure etc.
The Royal Decree on biological agents imposes measures to avoid risks or to reduce them to an acceptable level. Within Roularta an initial risk assessment was undertaken to determine which substances required further attention. It was agreed to screen as broadly as possible, on the basis of a comprehensive checklist. Possible preventive
measures are also being tested in the process. Further analysis is being undertaken using a more thorough evaluation technique.
Monitoring is required of maintenance team employees who regularly come into contact with hot water for the washrooms. Then there is the prevention of Legionella, with in the production environment the atomising apparatus on the one hand and the cooling tower installation on the other. A management and monitoring plan exists for both.
Repetitive handwork is undertaken in the production area, while various 'loads' also have to be moved around. The production environment was therefore examined in collaboration with the company medical officer and an ergonomist.
In 2010-2011, an in-company 'substances' policy (policy on alcohol and drug use) was developed, in accordance with CLA 100. Various info moments were then held to raise awareness of this issue, and information brochures were prepared and distributed. Everyone also received individual instructions from the company medical officer during medical examinations.
This remains, however, a sensitive issue that is not always quick and easy to recognise. For this reason, in 2012, info sessions were again organised for departmental heads in the production area, in cooperation with the company's medical officer. Practical matters such as work-related signs and symptoms, and the course of addiction were also covered. Finally, indications were given on how to deal with acute and chronic situations.
Several employees work in the company on a freelance basis, many of them at remote locations, outside the surveillance of our medical officer. In addition, there are employees in the company who carry out primarily other tasks and work only to a limited extent with a monitor. To reach these two groups with advice on ergonomics, a brochure was prepared in 2012 and distributed to everyone.
Most events for employees or other stakeholders take place off premises. Here too, Roularta wants to keep the best possible watch on everyone's safety and well-being. The employer/principal is in fact held to the same principles of prevention as when purchasing technical equipment. Preventive agreements must therefore be made to ensure that prevailing safety instructions are observed. The most common risks and the main issues have therefore been elaborated in a checklist for internal use and in an annexe to the order note. In this way Roularta clearly states its concerns and what it expects of people from whom it rents premises so as to avoid unpleasant situations.
As of 31/12/2012, the registered capital of NV Roularta Media Group amounts to EUR 203,225,000. It is represented by 13,141,123 shares paid up in full, without par value, representing each an equal part of the capital. All shares representing the registered capital have the same social rights.
Shares are either registered, bearer or dematerialised. Holders of bearer shares are required to convert these into registered or dematerialised shares no later than 31 December 2013.
The company appeals to the services of Euroclear, as a settlement institution for the dematerialisation of the bearer securities.
The statutory authorisation to purchase own company shares was renewed by the General Meeting of 15 May 2012.
In the course of the financial year 2012, the company did not purchase any own shares.
At 31 December 2012, the company had 657,850 of its own shares in portfolio, representing 5.00% of the registered capital.
As of 31 December 2012, 9,382,062 of the outstanding shares were registered shares.
As of 31 December 2012, the shareholding structure is as follows:
| Date of notification |
Number of shares |
% | |
|---|---|---|---|
| Koinon NV (1) | 31/08/2012 | 7,359,921 | 56.01% |
| Cennini NV (1) | 31/08/2012 | 2,022,136 | 15.39% |
| Bestinver Gestión S.G.I.I.C. SA |
30/09/2009 | 1,198,762 | 9.12% |
| Treasury shares per 31/12/2012 |
657,850 | 5.00% | |
| Individual and insti tutional investors |
1,902,454 | 14.48% |
(1) The NV Koinon and the NV Cennini, in their capacity as persons acting in concert who have concluded an agreement concerning the possession, the acquisition and transfer of shares, have made a definitive notification.
Within the scope of the Takeover Bid law of 1 April 2007, the Stichting Administratiekantoor RMG has made, as owner of more than 30% of the voting securities on 1 September 2007, a notification with the FSMA cf. article 74 § 6 of the above-mentioned law.
As a result of the cancellation of the certificates within the Stichting Administratiekantoor RMG and the returning of the shares of Roularta Media Group to the former holders of the certificates (i.e. NV Cennini and NV Koinon), the Stichting Administratiekantoor RMG is no longer shareholder of Roularta Media Group.
Since 24/06/2010, NV Koinon directly holds 7,359,921 shares (56.01%) of the NV Roularta Media Group. The announcement has been updated as such.
Roularta Media Group's shares are listed on Euronext Brussels under the section Media - Publishing, ISIN Code BE0003741551 and Mnemo ROU.
| Month | Average closing price |
Volumes | in EUR millions |
|---|---|---|---|
| Jan 12 | 14.970 | 63,452 | 0.97 |
| Feb 12 | 16.248 | 45,175 | 0.73 |
| Mar 12 | 16.501 | 74,205 | 1.25 |
| Apr 12 | 15.747 | 94,320 | 1.47 |
| May 12 | 15.555 | 37,857 | 0.59 |
| Jun 12 | 14.828 | 65,039 | 0.94 |
| Jul 12 | 14.430 | 92,193 | 1.36 |
| Aug 12 | 13.783 | 14,390 | 0.20 |
| Sep 12 | 13.727 | 42,169 | 0.58 |
| Oct 12 | 12.361 | 51,993 | 0.65 |
| Nov 12 | 10.693 | 181,694 | 1.86 |
| Dec 12 | 9.917 | 82,875 | 0.81 |
| 845,362 | 11.41 |
19 March. The lowest price during 2012 was EUR 9.37 on 12 December.
The largest daily trading volume was 51,594 shares on 12 July 2012.
The Roularta share is included in the BEL Small Cap Index (BE0389857146). Since June 2006 Roularta Media Group is also included in the Kempen/SNS Smaller Europe Socially Responsible Investment (SRI) Index.
The Kempen SNS Smaller Europe SRI Index is the first index to track the performance of SRI smaller companies in Europe.
The SRI Index is an initiative of Kempen Capital Management and is only available to companies with the very highest standards and practices in the three areas of business ethics, human resources and the environment.
Roularta Media Group has a proactive investor relations policy, aimed at increasing the visibility of the share and in this way supporting its liquidity.
The general assembly pursues – as advised by the executive board – a policy which tries to pay out a dividend, whilst keeping a close watch on preserving the healthy balance between a distribution of dividends and the investment possibilities.
| 1998 1999 2000 2001 2002 2003 2004 | ||
|---|---|---|
| Gross dividend |
0.37 0.50 0.50 0.40 0.40 0.50 0.75 | |
| 2005 2006 2007 2008 2009 2010 2011 2012 |
Roularta Media Group was founded on 11 May 1988 as Roularta Financieringsmaatschappij. The table below lists the events that since then have affected the company's capital and the securities representing it.
| Year Month | Transaction | Number of shares |
Capital | BEF / EUR |
|
|---|---|---|---|---|---|
| 1988 May | Foundation as Roularta Financieringsmaatschappij | 12,510 | 381,000,000 | BEF | |
| 1993 July | Merger - capital increase | 13,009 | 392,344,000 | BEF | |
| 1997 December Split - capital increase | 18,137 | 546,964,924 | BEF | ||
| 1997 December Merger - capital increase | 22,389 | 675,254,924 | BEF | ||
| 1997 December Capital increase | 24,341 | 734,074,465 | BEF | ||
| 1997 December Name changed into Roularta Media Group | |||||
| 1998 June | Issue of 300,000 warrants - amendment of articles of association | 2,434,100 | 734,074,465 | BEF | |
| 1998 June | Merger - capital increase | 2,690,400 | 1,545,457,541 | BEF | |
| 1998 June | Contribution of debt receivable - capital increase | 8,277,700 | 2,496,457,541 | BEF | |
| 1998 December Contribution of debt receivable - capital increase | 9,611,034 | 4,479,791,791 | BEF | ||
| 2001 June | Conversion of capital into euros - capital increase by conversion of 61,950 warrants |
9,672,984 | 111,743,000.00 | EUR | |
| 2001 October | Destruction of 119,305 own shares | 9,553,679 | 111,743,000.00 | EUR | |
| 2002 June | Capital increase by conversion of 35,350 warrants | 9,589,029 | 112,138,000.00 | EUR | |
| 2003 June | Capital increase by conversion of 43,475 warrants | 9,632,504 | 112,623,000.00 | EUR | |
| 2003 July | Capital increase by contribution in kind | 9,884,986 | 118,463,000.00 | EUR | |
| 2004 June | Capital increase by conversion of 43,625 warrants | 9,928,611 | 118,950,000.00 | EUR | |
| 2005 June | Capital increase by conversion of 28,350 warrants | 9,956,961 | 119,267,000.00 | EUR | |
| 2006 January | Capital increase by conversion of 39,090 warrants | 9,996,051 | 120,054,000.00 | EUR | |
| 2006 February | Capital increase by contribution in cash | 10,985,660 | 131,939,204.09 | EUR | |
| 2006 May | Incorporation of an issue premium | 10,985,660 | 170,029,300.00 | EUR | |
| 2006 June | Capital increase by conversion of 19,825 warrants | 11,005,485 | 170,250,500.00 | EUR | |
| 2007 January | Capital increase by conversion of 9,340 warrants | 11,014,825 | 170,439,000.00 | EUR | |
| 2007 June | Capital increase by conversion of 22,225 warrants | 11,037,050 | 170,687,000.00 | EUR | |
| 2008 January | Capital increase by conversion of 7,864 warrants | 11,044,914 | 170,846,000.00 | EUR | |
| 2008 May | Capital increase by conversion of 17,375 warrants | 11,062,289 | 171,040,000.00 | EUR | |
| 2008 December Capital increase by contribution in cash | 13,131,940 | 203,040,000.00 | EUR | ||
| 2011 January | Capital increase by conversion of 9,183 warrants | 13,141,123 | 203,225,000.00 | EUR |
| - Arkéon Finance | Alexandre Koller | [email protected] |
|---|---|---|
| - KBC Securities | Margo Joris | [email protected] |
| - Petercam | Kris Kippers | [email protected] |
| - Bank Degroof |
| Income statement | in thousands of euros | 2008 | 2009 | 2010 | 2011 | 2012 | Trend |
|---|---|---|---|---|---|---|---|
| Sales | 781,605 | 707,253 | 711,563 | 731,111 | 712,045 | -2.6% | |
| EBITDA (1) | 67,126 | 36,756 | 77,050 | 61,974 | 36,987 | -40.3% | |
| EBITDA - margin | 8.6% | 5.2% | 10.8% | 8.5% | 5.2% | ||
| EBIT (2) | 32,714 | 10,222 | 57,038 | 34,549 | 4,730 | -86.3% | |
| EBIT - margin | 4.2% | 1.4% | 8.0% | 4.7% | 0.7% | ||
| Net finance costs | -14,323 | -12,737 | -6,087 | -7,505 | -8,873 | +18.2% | |
| Operating profit after net finance costs | 18,391 | -2,515 | 50,951 | 27,044 | -4,143 | ||
| Income taxes | -5,626 | -2,110 | -19,027 | -12,078 | 1,164 | -109.6% | |
| Equity method | -101 | -38 | -46 | -57 | -23 | ||
| Net profit of the consolidated companies | 12,664 | -4,663 | 31,878 | 14,909 | -3,002 | -120.1% | |
| Attributable to minority interest | -1,091 | -478 | 926 | 473 | -498 | ||
| Attributable to equity holders of RMG | 13,755 | -4,185 | 30,952 | 14,436 | -2,504 | -117.3% | |
| Net profit attributable to equity holders of RMG - margin | 1.8% | -0.6% | 4.3% | 2.0% | -0.4% | ||
| REBITDA (3) | 65,218 | 53,190 | 81,229 | 70,312 | 46,943 | -33.2% | |
| REBITDA - margin | 8.3% | 7.5% | 11.4% | 9.6% | 6.6% | ||
| REBIT (4) | 39,840 | 29,227 | 64,666 | 54,078 | 27,013 | -50.0% | |
| REBIT - margin | 5.1% | 4.1% | 9.1% | 7.4% | 3.8% | ||
| Current net profit of the consolidated companies | 17,939 | 10,563 | 38,922 | 30,535 | 15,540 | -49.1% | |
| Current net profit of the consolidated companies - margin |
2.3% | 1.5% | 5.5% | 4.2% | 2.2% |
| Balance sheet | in thousands of euros | 2008 | 2009 | 2010 | 2011 | 2012 | Trend |
|---|---|---|---|---|---|---|---|
| Non-current assets | 701,401 | 633,152 | 633,114 | 616,512 | 604,675 | -1.9% | |
| Current assets | 382,422 | 312,662 | 299,518 | 295,228 | 333,761 | +13.1% | |
| Balance sheet total | 1,083,823 | 945,814 | 932,632 | 911,740 | 938,436 | +2.9% | |
| Equity - Group's share | 318,071 | 311,851 | 345,072 | 351,277 | 344,689 | -1.9% | |
| Equity - minority interests | 11,249 | 12,995 | 13,745 | 12,959 | 12,266 | -5.3% | |
| Liabilities | 754,503 | 620,968 | 573,815 | 547,504 | 581,481 | +6.2% | |
| Liquidity (5) | 1.1 | 1.0 | 1.0 | 1.0 | 1.1 | +10.0% | |
| Solvency (6) | 30.4% | 34.3% | 38.5% | 39.9% | 38.0% | -4.8% | |
| Net financial debt | 165,389 | 126,435 | 111,402 | 89,328 | 69,535 | -22.2% | |
| Gearing (7) | 50.2% | 38.9% | 31.0% | 24.5% | 19.5% | -20.4% |
(1) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.
(2) EBIT = operating result.
(3) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs.
(4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
(5) Liquidity = current assets / current liabilities.
(6) Solvency = equity (Group's share + minority interests) / balance sheet total.
(7) Gearing = net financial debt / equity (Group's share + minority interests).
| ۰. |
|---|
| Description in euro |
2008 | 2009 | 2010 | 2011 | 2012 |
|---|---|---|---|---|---|
| Equity - Group's share | 29.85 | 24.71 | 27.35 | 27.93 | 27.61 |
| EBITDA | 6.30 | 2.91 | 6.11 | 4.93 | 2.96 |
| REBITDA | 6.12 | 4.22 | 6.44 | 5.59 | 3.76 |
| EBIT | 3.07 | 0.81 | 4.52 | 2.75 | 0.38 |
| REBIT | 3.74 | 2.32 | 5.12 | 4.30 | 2.16 |
| Net profit RMG | 1.29 | -0.33 | 2.45 | 1.15 | -0.20 |
| Net profit RMG after dilution | 1.29 | -0.33 | 2.45 | 1.14 | -0.20 |
| Current net profit of the consolidated companies | 1.68 | 0.84 | 3.08 | 2.43 | 1.24 |
| Gross dividend | 0.00 | 0.00 | 0.50 | 0.35 | 0.00 |
| Price/Earnings (P/E) (2) | 7.43 | 18.22 | 8.33 | 6.01 | 8.29 |
| Number of shares at 31/12 | 13,131,940 | 13,131,940 | 13,131,940 | 13,141,123 | 13,141,123 |
| Weighted average number of shares | 10,654,787 | 12,619,077 | 12,619,077 | 12,577,676 | 12,483,273 |
| Weighted average number of shares after dilution | 10,686,099 | 12,619,077 | 12,653,025 | 12,623,093 | 12,483,273 |
| Highest share price | 52.00 | 17.95 | 27.00 | 29.79 | 18.00 |
| Share price at year-end | 12.51 | 15.25 | 25.70 | 14.60 | 10.32 |
| Market capitalisation in mill. EUR at 31/12 | 164.28 | 200.26 | 337.49 | 191.86 | 135.62 |
| Yearly volume in million EUR | 43.19 | 18.06 | 34.11 | 41.89 | 11.41 |
| Yearly volume in number | 1,499,835 | 1,283,950 | 1,776,333 | 1,942,961 | 845,362 |
(1) On the basis of the weighted average number of shares. (2) Earnings = current net profit of the consolidated companies.
| Printed Media | ||||||
|---|---|---|---|---|---|---|
| in thousands of euros | 2008 | 2009 | 2010 | 2011 | 2012 | Trend |
| Sales | 610,177 | 550,188 | 546,362 | 554,925 | 541,693 | -2.4% |
| EBITDA | 42,774 | 14,169 | 44,057 | 30,582 | 14,907 | -51.3% |
| EBITDA - margin | 7.0% | 2.6% | 8.1% | 5.5% | 2.8% | |
| EBIT | 16,272 | -8,631 | 28,005 | 8,126 | -9,769 | -220.2% |
| EBIT - margin | 2.7% | -1.6% | 5.1% | 1.5% | -1.8% | |
| Net finance costs | -13,753 | -12,030 | -5,544 | -6,952 | -8,485 | +22.1% |
| Operating profit after net finance costs | 2,519 | -20,661 | 22,461 | 1,174 | -18,254 | |
| Income taxes | -1,429 | 3,923 | -10,326 | -3,722 | 2,835 | -176.2% |
| Equity method | -101 | -38 | -46 | -57 | -23 | |
| Net profit of the consolidated companies | 989 | -16,776 | 12,089 | -2,605 | -15,442 | -492.8% |
| Attributable to minority interest | -161 | -280 | 646 | 312 | -449 | |
| Attributable to equity holders of RMG | 1,150 | -16,496 | 11,443 | -2,917 | -14,993 | -414.0% |
| Net profit attributable to equity holders of RMG - margin | 0.2% | -3.0% | 2.1% | -0.5% | -2.8% | |
| REBITDA | 40,866 | 29,512 | 48,968 | 36,519 | 22,274 | -39.0% |
| REBITDA - margin | 6.7% | 5.4% | 9.0% | 6.6% | 4.1% | |
| REBIT | 21,364 | 11,997 | 36,365 | 25,506 | 8,668 | -66.0% |
| REBIT - margin | 3.5% | 2.2% | 6.7% | 4.6% | 1.6% | |
| Current net profit of the consolidated companies | 4,230 | -521 | 19,616 | 11,530 | 560 | -95.1% |
| Current net profit of the consolidated companies - margin |
0.7% | -0.1% | 3.6% | 2.1% | 0.1% |
| Audiovisual Media | ||||||
|---|---|---|---|---|---|---|
| in thousands of euros | 2008 | 2009 | 2010 | 2011 | 2012 | Trend |
| Sales | 179,178 | 162,307 | 171,081 | 182,385 | 176,817 | -3.1% |
| EBITDA | 24,352 | 22,587 | 32,993 | 31,392 | 22,080 | -29.7% |
| EBITDA - margin | 13.6% | 13.9% | 19.3% | 17.2% | 12.5% | |
| EBIT | 16,442 | 18,853 | 29,033 | 26,423 | 14,499 | -45.1% |
| EBIT - margin | 9.2% | 11.6% | 17.0% | 14.5% | 8.2% | |
| Net finance costs | -570 | -707 | -543 | -553 | -388 | -29.8% |
| Operating profit after net finance costs | 15,872 | 18,146 | 28,490 | 25,870 | 14,111 | -45.5% |
| Income taxes | -4,197 | -6,033 | -8,701 | -8,356 | -1,671 | -80.0% |
| Equity method | ||||||
| Net profit of the consolidated companies | 11,675 | 12,113 | 19,789 | 17,514 | 12,440 | -29.0% |
| Attributable to minority interest | -930 | -198 | 280 | 161 | -49 | |
| Attributable to equity holders of RMG | 12,605 | 12,311 | 19,509 | 17,353 | 12,489 | -28.0% |
| Net profit attributable to equity holders of RMG - margin | 7.0% | 7.6% | 11.4% | 9.5% | 7.1% | |
| REBITDA | 24,352 | 23,678 | 32,261 | 33,793 | 24,669 | -27.0% |
| REBITDA - margin | 13.6% | 14.6% | 18.9% | 18.5% | 14.0% | |
| REBIT | 18,476 | 17,230 | 28,301 | 28,572 | 18,345 | -35.8% |
| REBIT - margin | 10.3% | 10.6% | 16.5% | 15.7% | 10.4% | |
| Current net profit of the consolidated companies | 13,709 | 11,084 | 19,306 | 19,005 | 14,980 | -21.2% |
| Current net profit of the consolidated companies - margin |
7.7% | 6.8% | 11.3% | 10.4% | 8.5% |
128 129 ANNUAL REPORT 2012 ROULARTA MEDIA GROUP DIRECTORS' REPORT
1 Baron Hugo Vandamme Permanent Representative of HRV NV I Non-executive Director I Chairman of the Appointments and Remuneration Committee (2014)
2 Rik De Nolf Permanent Representative of De Publigraaf NV I Executive Director I Managing Director (2014)
3 Leo Claeys Permanent Representative of De Meiboom NV I Non-executive Director I Vice-Chairman (2014) I Member of the Audit Committee
4 Lieve Claeys Permanent Representative of Fraka-Wilo NV I Executive Director (2016)
5 Caroline De Nolf Permanent Representative of Verana NV I Non-executive Director (2016)
6 Francis De Nolf Permanent Representative of Alauda NV I Executive Director (2015)
7 Carel Bikkers Permanent Representative of Carolus Panifex Holding BV I Independent Director (2014) I Chairman of the Audit Committee I Member of the Appointments and Remuneration Committee
8 Marleen Vaesen Permanent Representative of Mavac BVBA I Independent Director (2014) I Member of the Audit Committee
9 Marc Verhamme Permanent Representative of Pur Vie NV I Independent Director (2014) I Member of the Appointments and Remuneration Committee
1 Rik De Nolf Chairman 2 Philippe Belpaire Director National Advertising 3 Xavier Bouckaert Director Magazines 4 Eddy Brouckaert Director Newspapers 5 Jo Bruneel Director Freesheets 6 Jan Cattrysse Director Administration 7 Erwin Danis Director Premedia 8 Katrien De Nolf Director Human Resources 9 Hugues De Waele Director Foreign Media 10 William Metsu Director Printing 11 Jan Staelens Financial Director 12 Willem Vandenameele Director IT 13 Sophie Van Iseghem Secretary-General
Executive Management Committee
1 Rik De Nolf CEO 2 Xavier Bouckaert COO 3 Jan Staelens CFO
6
10 Maxime de Jenlis Representative of Bayard Presse Benelux SA - Administrator
1 Rik De Nolf Chairman I Director-General
2 Christophe Barbier Editorial Director-General
3 Corinne Pitavy Director-General Business
4 Corinne Denis Director New Media
5 Eric Matton Deputy Director-General Consumer Branch
6 Jean Weiss Deputy Director-General Specialised Media
7 Sophie de Beaudéan Director Finance
8 Véronique Darasse Director Human Resources
9 Sébastien Loison Director Point de Vue, Studio Ciné Live and Line Extensions
10 Marie-Pierre Ombrédanne Director Lifestyle magazines
11 Valérie Salomon Director Express-Roularta Services
6
9
4 5
132 133
to the ordinary general meeting of shareholders of 21 May 2013 concerning the consolidated financial statements for the period ended 31 December 2012
This annual report should be read in conjunction with the audited financial statements of Roularta Media Group NV (hereinafter 'the Group') and the accompanying notes. These consolidated financial statements were approved by the board of directors on 22 March 2013. Roularta Media Group, with its registered offices at 8800 Roeselare, Meiboomlaan 33, has been listed on Euronext Brussels since 1998. Roularta Media Group operates in Belgium, France and other European countries in the media business, in particular in magazines and newspapers (paid and free press), radio and TV, internet, line extensions, exhibitions and graphic production. Roularta Media Group is organised into two divisions, Printed Media and Audiovisual Media. Each of these two divisions includes a wide range of activities, which are centralised in a number of different departments, depending on their purpose as a product or offered service. Roularta Media Group's Printed Media division distinguishes itself from its competitors, in Belgium and abroad, with a number of strong brands like De Streekkrant, Knack, Trends, Le Vif/L'Express and L'Express. In the audiovisual sector Roularta Media Group is the 50% owner of the shares of Vlaamse Media Maatschappij, which operates in Belgium in radio (Q-music and JOE fm) and television (VTM, 2BE, VTMKZOOM, JIM and Vitaya).
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and with the interpretations issued by the IASB's International Financial Reporting Interpretation Committee (IFRIC), which have been ratified by the European Commission.
The consolidated financial statements give a general overview of the Group's activities and the results obtained. They give a true and fair view of the entity's financial position, financial performance and cash flows, and have been prepared on the assumption that continuity is guaranteed.
Rik De Nolf, CEO Jan Staelens, CFO
| Income statement | in thousands of euros | 31/12/12 | 31/12/11 | Trend |
|---|---|---|---|---|
| Sales | 712,045 | 731,111 | -2.6% | |
| Adjusted sales (1) | 709,167 | 730,951 | -3.0% | |
| EBITDA (Operating cash flow) (2) | 36,987 | 61,974 | -40.3% | |
| EBITDA - margin | 5.2% | 8.5% | ||
| REBITDA (3) | 46,943 | 70,312 | -33.2% | |
| REBITDA - margin | 6.6% | 9.6% | ||
| EBIT (4) | 4,730 | 34,549 | -86.3% | |
| EBIT - margin | 0.7% | 4.7% | ||
| REBIT (5) | 27,013 | 54,078 | -50.0% | |
| REBIT - margin | 3.8% | 7.4% | ||
| Net finance costs | -8,873 | -7,505 | +18.2% | |
| Operating profit after net finance costs | -4,143 | 27,044 | ||
| Current operating profit after net finance costs | 22,185 | 46,573 | -52.4% | |
| Income taxes | 1,164 | -12,078 | -109.6% | |
| Share in the profit of the companies with equity method | -23 | -57 | ||
| Net profit of the consolidated companies | -3,002 | 14,909 | -120.1% | |
| Attributable to minority interests | -498 | 473 | ||
| Attributable to equity holders of RMG | -2,504 | 14,436 | -117.3% | |
| Net profit attributable to equity holders of RMG - margin | -0.4% | 2.0% | ||
| Current net profit of the consolidated companies | 15,540 | 30,535 | -49.1% | |
| Current net profit of the consolidated companies - margin | 2.2% | 4.2% | ||
| Balance sheet | 31/12/12 | 31/12/11 | Trend | |
| Fixed assets | 604,675 | 616,512 | -1.9% | |
| Current assets | 333,761 | 295,228 | +13.1% | |
| Balance sheet total | 938,436 | 911,740 | +2.9% | |
| Equity - Group's share | 344,689 | 351,277 | -1.9% | |
| Equity - minority interests | 12,266 | 12,959 | -5.3% | |
| Liabilities | 581,481 | 547,504 | +6.2% | |
| Liquidity (6) | 1.1 | 1.0 | +10.0% | |
| Solvency (7) | 38.0% | 39.9% | -4.8% | |
| Net financial debt | 69,535 | 89,328 | -22.2% | |
| Income statement | in thousands of euros | 31/12/12 | 31/12/11 | Trend |
|---|---|---|---|---|
| Sales | 712,045 | 731,111 | -2.6% | |
| Adjusted sales (1) | 709,167 | 730,951 | -3.0% | |
| EBITDA (Operating cash flow) (2) | 36,987 | 61,974 | -40.3% | |
| EBITDA - margin | 5.2% | 8.5% | ||
| REBITDA (3) | 46,943 | 70,312 | -33.2% | |
| REBITDA - margin | 6.6% | 9.6% | ||
| EBIT (4) | 4,730 | 34,549 | -86.3% | |
| EBIT - margin | 0.7% | 4.7% | ||
| REBIT (5) | 27,013 | 54,078 | -50.0% | |
| REBIT - margin | 3.8% | 7.4% | ||
| Net finance costs | -8,873 | -7,505 | +18.2% | |
| Operating profit after net finance costs | -4,143 | 27,044 | ||
| Current operating profit after net finance costs | 22,185 | 46,573 | -52.4% | |
| Income taxes | 1,164 | -12,078 | -109.6% | |
| Share in the profit of the companies with equity method | -23 | -57 | ||
| Net profit of the consolidated companies | -3,002 | 14,909 | -120.1% | |
| Attributable to minority interests | -498 | 473 | ||
| Attributable to equity holders of RMG | -2,504 | 14,436 | -117.3% | |
| Net profit attributable to equity holders of RMG - margin | -0.4% | 2.0% | ||
| Current net profit of the consolidated companies | 15,540 | 30,535 | -49.1% | |
| Current net profit of the consolidated companies - margin | 2.2% | 4.2% | ||
| Balance sheet | 31/12/12 | 31/12/11 | Trend | |
| Fixed assets | 604,675 | 616,512 | -1.9% | |
| Current assets | 333,761 | 295,228 | +13.1% | |
| Balance sheet total | 938,436 | 911,740 | +2.9% | |
| Equity - Group's share | 344,689 | 351,277 | -1.9% | |
| Equity - minority interests | 12,266 | 12,959 | -5.3% | |
| Liabilities | 581,481 | 547,504 | +6.2% | |
| Liquidity (6) | 1.1 | 1.0 | +10.0% | |
| Solvency (7) | 38.0% | 39.9% | -4.8% | |
| Net financial debt | 69,535 | 89,328 | -22.2% | |
| Gearing (8) | 19.5% | 24.5% | -20.4% |
(1) Adjusted sales = like-for-like, i.e. adjusted for changes in the consolidation scope. (2) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions. (3) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs. (4) EBIT = operating result.
(5) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions. (6) Liquidity = current assets / current liabilities.
(7) Solvency = equity (Group's share + minority interests) / balance sheet total.
(8) Gearing = net financial debt / equity (Group's share + minority interests).
In 2012, Roularta Media Group experienced from the second half onwards the negative effects of the poorly evolving economic environment in Belgium and France. Sales fell by 2.6% (from EUR 731 to 712 million) and current net profit by 49.1% (from EUR 30.5 to 15.5 million).
The decrease in current net profit comes from Belgium and France. In Belgium, a number of savings and other actions were introduced already in 2012 in order to reverse the decline in 2013. In France, the necessary restructuring can be undertaken only in 2013 through the announced social plan which is intended to save 10% of labour costs. This includes moving the L'Entreprise magazine entirely onto the internet – where the practical site Lentreprise.fr is successfully evolving – and merging the deco magazines Maison Magazine and Maison Française into a single large market leader. This should ensure that the French operations again produce a positive contribution.
The net result is negative (EUR -2.5 million), principally because EUR 11.5 million of impairment charges were recorded for the business magazines in France, together with EUR 7.1 million of restructuring and non-recurring costs (after tax) in Belgium and France.
Many advertisers saved on their advertising spend, while others seized the opportunity to gain market share now. The magazines and TV stations suffered here. The TV channels of the Vlaamse Media Maatschappij (VMMa) have come through the market change in good shape, in terms of both advertising revenue and viewing figures. Job advertising fell sharply, which explains the declining revenues from the free regional newspapers. Advertising revenue increased 8% at the Group's oldest media, the Krant van West-Vlaanderen group of newspapers. And the most recent phenomenon – internet advertising – grew by 11%. Free lifestyle magazine Steps also grew by a gratifying 15%.
Readers' market (subscription and newsstand) sales declined by 2.5%, with most of the fall coming from newsstand sales. One reason was the difficulties experienced by the Presstalis distribution organisation in France, which was forced to restructure and had to contend regularly with industrial action.
Meanwhile, the Group invested further in expanding the web journalism teams, in new developments for tablets and smartphones, new magazines and new fairs and events.
Net financial debts fell to EUR 69.5 million or 1.9 times EBITDA.
In 2012 Roularta Media Group achieved consolidated sales of EUR 712.0 million, as against EUR 731.1 million in 2011 (-2.6%). Adjusted sales in 2012(1) amounted to EUR 709.2 million compared with adjusted sales of EUR 731.0 million in 2011 (-3.0%). The decrease in adjusted sales at Audiovisual Media was 3.1%, and 2.9% at Printed Media.
| Division | 31/12/12 | 31/12/11 | Trend |
|---|---|---|---|
| Printed Media | 538,827 | 554,765 | -2.9% |
| Audiovisual Media | 176,805 | 182,385 | -3.1% |
| Intersegment sales | -6,465 | -6,199 | |
| Adjusted sales | 709,167 | 730,951 | -3.0% |
| Changes in the Group (*) | 2,878 | 160 | |
| Consolidated sales | 712,045 | 731,111 | -2.6% |
(*) Changes in the Group are eliminated to arrive at an adjusted sales figure, i.e. a sales figure that is comparable with 2011. The changes in the Group
(1) Adjusted sales = sales on a like-on-like basis with 2011, excluding changes in the consolidation scope.
include new participating interests in Web Producties NV since 05/2011, in New Bizz Partners NV since 11/2011, in Lejaeghere BVBA (Open Bedrijvendag) since 09/2012, the launch of Roularta Business Leads NV since 04/2011 and the liquidation of Tvoj Magazin from 01/2012.
| Sales | 2012 | 2011 |
|---|---|---|
| Free Press | 102,533 | 109,210 |
| Magazines | 295,384 | 307,332 |
| Newspaper | 13,875 | 13,418 |
| Internet | 26,391 | 23,835 |
| TV and radio | 138,410 | 145,463 |
| Line extensions | 90,570 | 91,636 |
| Printing for third parties | 42,004 | 40,057 |
| 709,167 | 730,951 |
2012 consolidated results by division
PRINTED MEDIA
The adjusted sales of the Printed Media division, that is free press, newspapers and magazines together, declined
slightly (-2.9%) in 2012 to EUR 538.8 million.
Advertising
Adjusted advertising income of the free press fell in 2012
by 5.8% compared with 2011. Newspaper advertising income rose in 2012 by 8.0%. Magazine advertising income decreased by 5.6%. Advertising income from the internet activities rose by a further 11.0% in 2012.
Adjusted readers' market sales (newsstand sales and subscriptions) fell by 2.5%, with most of this fall attributable to newsstand sales.
Operating cash flow (EBITDA) fell from EUR 30.6 million to EUR 14.9 million. REBITDA (current operating cash flow) fell from EUR 36.5 to EUR 22.3 million (-39.0%).
The above-mentioned sales decline negatively affects EBITDA, being only partially offset by lower paper costs. The increase in services and other goods and personnel costs, including salary indexing, also reduced EBITDA. EBITDA was impacted in 2012 by EUR 7.1 million of restructuring costs and 0.3 million of non-recurring costs.
Operating result (EBIT) reduced from EUR 8.1 to EUR -9.8 million. A current operating profit (REBIT) of EUR 8.7 million was achieved compared with EUR 25.5 million in 2011.
EBIT in 2012 included impairment charges totalling EUR 11.5 million before tax (2011: EUR 12.2 million). The brunt of the impairment charges relate to the French business magazines. Additional provisions, including pension provisions in France and higher value adjustments on inventories and trade receivables, also negatively affected EBIT in 2012.
The net result of the division was a loss of EUR 15.4 million as against a loss of EUR 2.6 million in 2011, while the current net result was a profit of EUR 0.6 million as against EUR 11.5 million in 2011.
Sales by the Audiovisual Media division fell from EUR 182.4 to 176.8 million (-3.1%).
TV advertising sales declined, while radio advertising revenues rose slightly.
EBITDA was impacted by severance payments of EUR 1.1 million and non-recurring expenses of EUR 1.5
million.
Operating cash flow (EBITDA) fell by 29.7% from EUR 31.4 million to EUR 22.1 million, current operating cash flow (REBITDA) fell from EUR 33.8 million to EUR 24.7 million.
Operating profit (EBIT) fell from EUR 26.4 to 14.5 million and current operating profit (REBIT) fell from EUR 28.6 to 18.3 million. This gives a REBIT margin of 10.4% compared with 15.7% in 2011.
The net profit of the division amounted to EUR 12.4 million compared with EUR 17.5 million in 2011, while current net profit was down by 21.2% from EUR 19.0 to 15.0 million.
Equity at 31 December 2012 was EUR 357.0 million compared with EUR 364.2 million at 31 December 2011. This increase reflects primarily the increase in the profits carried forward. These have fallen by EUR 6.9 million, being the result for 2012 (EUR -2.5 million) minus the dividends paid on the 2011 results (EUR -4.4 million).
At 31 December 2012, net financial debt(2) amounted to EUR 69.5 million compared with EUR 89.3 million at 31 December 2011.
Total investments amounted in 2012 to EUR 11.9 million, of which EUR 3.8 million in intangible assets (mainly software), EUR 6.2 million in tangible assets and EUR 1.9 million in acquisitions. The acquisitions are mainly Open Bedrijvendag.
Since the end of the financial year the following main events have occurred:
On 19 February 2013 Groupe Express-Roularta (100% Roularta Media Group) announced in Paris a social plan. The intention is to reduce the Group's wage bill in France by around 10% through reorganisation and restructuring. The whole process will take place in the course of 2013, with most of the effects not felt until 2014.
On 20 March 2013, Roularta Media Group acquired Coface Services Belgium. With an annual turnover of around EUR 6 million and forty staff, Coface Services Belgium is a very important player, with 25 years experience, in the business information market. Under the brand name B-information, Coface Services Belgium offers bespoke corporate information in four areas: B-marketing, B-finance, B-legal and B-collection. The purchase price is approximately half of annual turnover. This acquisition fits perfectly with Roularta Media Group's strategy of strengthening its current position on the Business Information market. Roularta is already highly active on this market through Trends Top.
Otherwise no major events have occurred which significantly affect the results and the financial position of the company.
We do not foresee any notable circumstances that can significantly influence the future development of Roularta Media Group.
As a multimedia company Roularta Media Group operates in various high-tech sectors. Within these it is constantly seeking new opportunities. Roularta Media Group attaches paramount importance to research and development, with a reputation as a major innovator. These efforts obviously benefit the Group's own internal operating processes, but in many cases also drive fundamental market developments.
In the field of Printed Media, Roularta Media Group has provided the impetus for various Belgian and international standards that describe the methods of preparing digital data for print and the electronic exchange of the accompanying order information. Far-reaching standardisation of these digital workflows is essential for good quality control. Roularta Media Group wants to continue to play a major pioneering role in this field.
(2) Net financial debt = Financial debt minus current cash.
The Group uses exchange rate contracts to hedge the risk of changes in the fair market value of a recognised asset or liability, or an unrecognised definite commitment, within the scope of its commercial activities. These contracts are regarded as fair value hedges as defined in International Accounting Standard (IAS) 39; they have been stated at market value and booked as non-current assests or long-term liabilities under the 'financial derivates' heading.
To hedge the exchange rate and interest rate risks inherent in the US dollar-denominated loan, in which the Group entered in 2006 and which was repaid, prior to maturity, in December 2012, the Group had concluded a foreign exchange future contract which matured on the same date as that on which the repayment and related interest had to be paid. This contract was treated as a cash flow hedge (see IAS 39) and was terminated in December 2012, following the early repayment of the US Private Placement.
To hedge risks with respect to adverse interest rate fluctuations, the Group uses financial instruments, namely Interest Rate Swap (IRS) contracts and an Index Swap contract. In accordance with the requirements defined in IAS 39, some of the contracts were regarded as cash flow hedging contracts. Market values of these contracts are recognised directly in equity. The other contracts are not regarded as hedging contracts under the conditions set forth in IAS 39. Fluctuations of market values of these contracts are recognised in the income statement.
Please refer to the chapter Environment, Prevention and Welfare in the 2012 annual report.
As at 31 December 2012, the Group had 2,828 full-time equivalent (FTE) employees. Compared with the previous year, this signifies a status quo. These figures include joint ventures on a proportional basis.
Changes in general, global or regional economic conditions or economic conditions in areas where the Group operates and which could impact consumers' consumption patterns, can negatively impact the Group's operat-
ing results.
The media market is constantly changing. The profit generated by the Group is largely determined by the advertising market, the readers market and viewing and listening
figures.
The Group tracks market developments in the media world so that it can capitalise at all times on changes and new trends in the environment in which the company operates. Thanks to the Group's multimedia offer, it can suitably respond to a shift in focus in the advertising world and on the part of its readership from one form of media to another.
The Group may be faced with unfavourable market conditions or unfavourable competitive developments.
The various costs that to a large extent determine the total cost in the Printed Media division, such as printing, distribution, staff, and promotion costs, can fluctuate according to the economic situation.
The evolution of international paper prices is uncertain and may adversely affect the business, operating results and/or financial position of the Group if price increases cannot be passed on in time to its customers. To manage the paper price risk, the Group concludes periodical contracts for newspaper and for magazine paper.
The Group is exposed to potential disturbances or disruptions in its computer systems.
Computer systems are a central part of the Group's business. A disturbance in the Group's computer systems due to malfunctioning, malicious attacks, viruses or other factors could seriously impact various aspects of its activities, including but not limited to sales, customer service and administration. Computer system disturbances
dirECTORS' REPORT ANNUAL REPORT 2012 roularta media group
can have an adverse effect on the Group's activities or operating results. To date, the company has not experienced substantial problems with its computer systems. Year after year the Group invests substantial means to optimise its IT systems and to reduce possible disturbances.
The enforcement of intellectual property rights is costly and uncertain. The Group can not guarantee that it will be successful in preventing abuse of its intellectual property rights.
The Group's position could be significantly adversely affected if brand recognition were significantly to reduce or if the Group's leading brands, publications and products were to suffer reputational damage.
The Group has the necessary approvals for undertaking its radio and television activities in Belgium. An inability to extend these could potentially negatively impact the Group's financial position and/or results.
In takeover situations, the Group is exposed to risks related to the integration of the entities acquired.
The Group needs to develop new applications on an ongoing basis. Without this, it runs the risk of falling behind its competitors and being unable to catch up again, which could negatively impact the Group's financial position and/or results.
The Group is exposed to a currency risk with respect to the USD. The identified currency risks relate to the (expected) purchases in USD in the Audiovisual Media segment and to activities outside the euro-zone. In addition, the Group incurs to a certain extent foreign currency risks related to its operational activities.
With regard to the purchases and the firm commitments to purchase film rights in USD in the Audiovisual Media segment, the Group uses foreign exchange contracts to hedge the risk of changes in the fair value of a recognised asset or liability, or a non-recognised definite undertaking in the context of its commercial activities.
Despite these foreign exchange contracts, fluctuations in the USD can have a limited impact on the Group's operating results.
The operating currency risks from activities outside the euro-zone, that is Serbia, are very limited. The net cash flows from and to this entity, and their timing, is such that no significant currency positions arise from them.
The Group's level of debt and the related interest expense can have a major influence on the Group's result and/ or the financial position. In order to hedge the risks of unfavourable interest rate fluctuations the Group uses financial instruments.
The Group is exposed to the credit risk on its customers, which could lead to credit losses. To control this credit risk, credit investigations are performed on customers which request major credit facilities. Where the outcome is negative, credit is refused or restricted.
In addition, the Group also uses trade finance instruments, such as letters of credit, to cover part of its credit risk and credit insurances are concluded for a small percentage of foreign clients of the printing works.
There is no significant concentration of credit risks with a single counterparty.
Despite the Group's intention of limiting its credit risk, it can face a deterioration of the creditworthiness of its customers. Any failure to conclude a credit insurance policy with respect to certain customers can have a material adverse effect on the Group's business, financial condition and/or results.
The company's lenders have imposed covenants relating to the debt ratio (net financial debt/EBITDA), interest coverage (EBITDA/net finance costs), gearing (net debt/ equity), solvency and dividends.
Any breach of covenants could lead to the Group's financial debts being immediately due and payable.
The Group's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect the Group's liquidity position.
The Group expects to meet its obligations through operating cash flows. In addition, the Group has various shortterm credit lines that form an additional working capital buffer. There is for these credit facilities by the lenders no specific maturity guaranteed.
The Group is constantly seeking to optimise its capital structure (mix of debt and equity). The main objective of the capital structure is to maximise shareholder value while maintaining the desired financial flexibility for implementing strategic projects.
Risks relating to possible impairments of goodwill and tangible and intangible fixed assets
An impairment loss is recognised when the book value of
an asset, or the cash generating unit to which the asset belongs, is higher than the recoverable amount. Impairment losses are recognised in the income statement and consequently impact the net result and the equity of the
Group.
A number of disputes in which the Group is involved, are currently pending. For these disputes, mostly provisions were set up. The Group can not guarantee that it will not in future face material litigation by third parties in relation to published articles or other forms of communication.
A detailed description of the most important pending disputes is included in Note 24 to the consolidated financial
statements.
Roeselare, 22 March 2013
The Board of Directors
As a multimedia company Roularta Media Group sets out to create value for its readers, viewers, listeners, advertising customers, employees and shareholders.
In the light of this task, Roularta Media Group NV, as a listed Belgian company, subscribes to the Belgian Corporate Governance Code (2009) as its reference code.
The board believes that observing as closely as possible the principles set out in the Corporate Governance Charter will lead to more efficient, more transparent governance and better risk management and control of the company. Roularta Media Group's aim in so doing is to maximise value for its shareholders, its stakeholders and its institutional investors.
The Corporate Governance Charter, which is published on the company's website (www.roularta.be/en/investorinfo), sets out in an exhaustive and transparent fashion how Roularta Media Group is governed and how account for this governance is rendered. The Corporate Governance Charter of NV Roularta Media Group was approved by the board of directors and is regularly updated.
Roularta Media Group has set up a risk assessment and internal control system in line with the requirements of the 2009 Belgian Corporate Governance Code.
The internal control of Roularta Media Group is based on the COSO ERM model and is designed to provide reasonable assurance regarding the achievement of the objectives of the company. This implies, among other things, recognising and managing both operational and financial risks, compliance with laws and regulations, and monitoring reporting.
A key element in risk management is the annual budget exercise, consisting of multiple consultations and discussions on business risks, the strategy, business plans and intended results. The final result is a set of objectives and targets, together with projects which should contribute to the better management or control of risks.
Continuous monitoring, primarily on the basis of built-in controls in a highly automated operational environment, ensures the prevention or timely detection of potential risks. The security of IT systems is crucial in this. Particular attention is paid here to:
Besides IT-technical control, operational risk management is mainly characterised by the following measures:
Risk management in terms of financial reporting consists primarily of:
[*] Part of the annual report of the board of directors. reporting department.
Many processes within Roularta Media Group are automated. An important component of automation consists of risk management with a focus on accuracy, completeness, consistency, timeliness and authentication/authorisation of information.
The company has an internal auditor (a member of the Institute of Internal Auditors), who prepares an annual plan on the basis of a risk analysis. This annual plan can be supplemented by ad hoc assignments passed by the audit committee/management team to the internal auditor.
At the initiative of the audit committee, work has begun on developing a risk management system. Based on the KAPLAN method, it divides the identified risks into three types: preventable, strategic and external. These risks are then further divided into categories and finally assessed based on both the likelihood of the risk occurring and on its impact.
Pentana, an audit software, is used for effectively managing the identified risks.
On December 31 2012, the capital of the company amounted to EUR 203,225,000.00 and is represented by 13,141,123 similar shares with the same rights.
At 31 December 2012 the shareholding structure is as follows:
| Date of notification |
Number of shares |
% | |
|---|---|---|---|
| Koinon NV (1) | 31/08/2012 7,359,921 | 56.01% | |
| Cennini NV (1) | 31/08/2012 2,022,136 | 15.39% | |
| Bestinver Gestión S.G.I.I.C. SA |
30/09/2009 1,198,762 | 9.12% | |
| Treasury shares 31/12/2012 |
657,850 | 5.00% | |
| Individual and institu tional investors |
1,902,454 | 14.48% |
(1) NV Koinon and NV Cennini have given a notification in their capacity as persons acting in consort, who have concluded an agreement concerning the ownership, acquisition and transfer of securities.
All treasury shares held in portfolio by the company have no voting rights as long as they remain in the treasury portfolio. Each share entitles its holder to one vote, under Article 33 of the articles of association, on the understanding that no one person may vote at the general meeting in respect of more than thirty-five per cent (35%) of the number of votes attached to all the shares issued by the company. Several shareholders whose securities, according to the criteria laid down in Article 6 § 2 of the Law of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market, are joined together, cannot vote, either, at the general meeting, in respect of more than thirty-five per cent (35%) of the number of votes attached to all the shares issued by the company. The restrictions do not, however, apply if the vote relates to an amendment of the articles of association of the company or to decisions for which, under the Companies Code, a special majority is required.
A shareholder agreement has been concluded between shareholders NV Koinon and NV Cennini, restricting the transfer of securities.
The articles of association and the Corporate Governance Charter of Roularta Media Group include specific provisions on the (re)appointment, training and evaluation of directors. Directors are appointed for a maximum period of four years by the general meeting of shareholders, that can remove them at any time. A resolution to appoint or dismiss requires a simple majority of votes. Should a directorship fall prematurely vacant, the remaining directors can themselves appoint (co-opt) a new director. In this case, the next general meeting proceeds to the final appointment.
The articles of association of NV Roularta Media Group give NV Koinon a binding right of nomination. Based on this nomination right, the majority of the directors are appointed from candidates put forward by NV Koinon as long as the latter holds, directly or indirectly, at least thirtyfive percent of the shares of the company.
Decisions to amend the articles of association are subject to special quorum and majority requirements. Any decision to amend the articles of association requires the presence, in person or by proxy, of shareholders representing at least half of the share capital and the approval of at least three fourths of the capital present or represented at the meeting. If the quorum is not met, then a second meeting must be convened, at which the quorum
The independent directors have acquired broad experience in their careers in various management and executive positions in different business sectors. Thus Mr Carel Bikkers brings broad experience and expertise in the publishing and distribution world, while Ms Marleen Vaesen and Mr Marc Verhamme offer distinct added value in the board of directors in marketing and communication.
The board believes that the competencies of the independent directors complement those already present in it.
The board of directors met eight times during the past year. Two of these meetings were held by teleconference.
Attendance of individual board members in 2012:
| Rik De Nolf | 8 |
|---|---|
| Executive directors | |
| Lieve Claeys | 7 |
| Francis De Nolf | 8 |
| Non-executive directors | |
| Baron Hugo Vandamme, Chairman | 8 |
| Leo Claeys | 7 |
| Caroline De Nolf | 7 |
| Independent, non-executive directors | |
|---|---|
| Carel Bikkers | 8 |
| Marleen Vaesen | 8 |
| Marc Verhamme | 8 |
For 2013, six board meetings are planned.
In conformity with the Belgian Corporate Governance Code, the audit committee consists solely of nonexecutive directors (3), including two independent directors. The expertise in accounting and auditing of Mr Carel Bikkers, independent director and also chairman of the audit committee, is evident among other things from his former position as a senior manager of the Dutch media group Audax and from his board member/supervisor mandate in a number of Dutch com-
panies.
The audit committee met three times in 2012. During these meetings the audit committee controlled the integrity of the financial information of the company, closely monitored the activities of the internal and external auditor, and where it deemed necessary, made recommendations in these respects to the board of directors.
At the invitation of the chairman, the audit committee was attended by the statutory auditor (Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, represented by Frank Verhaegen and Kurt Dehoorne), the CEO, Rik De Nolf, the CFO, Jan Staelens and the internal auditor, Eveline Maertens.
Attendance at audit committee meetings in 2012:
| Carel Bikkers, Chairman | 3 |
|---|---|
| Leo Claeys | 3 |
| Marleen Vaesen | 3 |
The board of directors has used the opportunity as provided in the Corporate Governance Code to establish a single, joint appointments and remuneration committee.
The appointments and remuneration committee consists solely of non-executive directors (3), including two independent directors, and has the necessary expertise in the area of remuneration policy.
requirement does not apply. The requirement of a special majority remains, however.
The board of directors is expressly authorised, in the case of public takeover bids on securities of the company, to increase the share capital within the limits provided by Article 607 of the Companies Code by issuing shares not exceeding 10% of the existing shares at the time of such public bid. This authorisation was granted by the extraordinary general meeting of 17 May 2011 for a term of three years and can be renewed. If the board of directors decides to increase the share capital pursuant to this authorisation, then the amount of that increase will be deducted from the remaining part of the authorised capital.
The company may acquire, divest or pledge its own shares, profit certificates or other certificates relating hereto, to the extent that the relevant statutory provisions are complied with. The board of directors is expressly authorised, without a resolution of the general assembly, to acquire and hold its own shares if necessary to avoid imminent and serious harm to the company. This authorisation was granted by the extraordinary general meeting of 15 May 2012 for a period of three years, starting on 11 June 2012, being the date of publication in the annexes to the Belgian Official Gazette of the authorisation, and may be renewed.
RMG is a party to the following material agreements which change or terminate with a change of control following a takeover bid:
On 1 September 2007 the Stichting Administratiekantoor RMG notified the FSMA, pursuant to Article 74 § 6 of the Law of 1 April 2007 on public takeover bids, that it held more than 30% of the voting securities of RMG. With the scrapping of the certificates in the Stichting Administratiekantoor RMG and the return of the shares in NV Roularta Media Group to the former certificate holders, NV Koinon and NV Cennini, the Stichting Administratiekantoor RMG is no longer a shareholder. Since 24 June 2010, NV Koinon has been the direct holder of 7,359,921 shares (or 56.01%) in NV Roularta Media Group. The notification to the FSMA was updated to that effect.
NV Koinon is a subsidiary of SA Alderamin, which in turn is a subsidiary of the Stichting Administratiekantoor Cerveteri, which is controlled by Mr Hendrik De Nolf. NV Cennini is a subsidiary of the Stichting Administratiekantoor Giverny, which is controlled by Mr Leo Claeys.
The board of directors of NV Roularta Media Group has nine members:
» Mr Carel Bikkers, permanent representative of BV Carolus Panifex Holding (2014) has for the past nine years headed up the Dutch media group Audax, a multifaceted organisation that is involved in the broadest sense of the term with the publishing, distribution and retailing of media and related products. Prior to this Mr Carel Bikkers worked as general manager of Kwik-Fit Europe BV, Europe's largest car service chain.
• a director or member of the executive management or his or her spouse, cohabiting partner, child or blood or other relative up to the second degree are members of the board of directors or the executive management of the corporate body with which Roularta Media Group wishes to conclude a major transaction;
The director or member of the executive management concerned shall provide the board with all possible relevant information relating to the conflict of interests. He or she shall refrain from participating in the discussion and decision-making on this agenda item. The board of directors confirms that in the past year no such transactions have taken place and no situations have arisen giving rise to the application of the above procedure.
The protocol to avoid abuse of insider information prohibits directors, members of the management team, other members of staff or external persons employed by the company, who, by the nature of their function come into contact with confidential information, from trading, directly or indirectly, on the basis of insider information, in financial instruments issued by Roularta Media Group.
The starting point of the compensation and benefits policy for (executive and non-executive) management is the attraction and retention of qualified managers with the required background and experience in terms of the various elements of corporate policy. To achieve this starting point, the compensation and benefits policy is market competitive and takes into account the company's size and complexity using reference data where possible.
Non-executive directors and executive directors in their capacity as directors receive only a fixed remuneration as compensation for their membership of the board of directors and their attendance at the meetings of the committees of which they are members.
The level of directors' remuneration is determined taking into account their role as a normal director, their specific roles as chairman of the board, chair or member of a committee, as well as the resulting responsibilities and time demands. Non-executive directors receive no performance-related remuneration such as bonuses, long-term incentive programmes, benefits in kind or pension plans. Nor are options or warrants allotted to non-executive directors. There are no contributions to pensions or similar benefits for directors. The provisions concerning the remuneration of the nonexecutive directors apply equally to executive directors in their capacity as directors.
The chairman of the board of directors and executive director NV Publigraaf were granted a fixed remuneration of EUR 100,000. The vice-chairman of the board receives a fixed remuneration of EUR 58,500. Each other board member receives a fixed remuneration of EUR 10,000, plus a fee per board meeting of EUR 2,500; members of board committees (the audit committee and the appointments and remuneration committee) receive an additional fee per meeting of EUR 2,500, the chairman of the audit committee an additional EUR 5,000 fee per meeting of this committee. The directors' remuneration policy will not be changed in the coming financial year.
| Fixed Attendance fee (1) |
|||
|---|---|---|---|
| Hugo Vandamme permanent represen tative of NV HRV – Chairman of the board of directors |
Non executive |
EUR 100,000.00 |
_ |
| Rik De Nolf permanent representative of NV De Publigraaf – Managing Director |
Executive | EUR 100,000.00 |
_ |
| Leo Claeys permanent representa tive of NV De Meiboom – Vice-chairman of the board of directors |
Non executive |
EUR 58,500.00 |
_ |
| Lieve Claeys permanent representative of NV Fraka-Wilo |
Executive | EUR 10,000.00 |
EUR 15,000.00 |
Lieve Claeys permanent representative of NV Fraka-Wilo
(1) No attendance fee is granted for meetings of the board of directors by teleconference.
The chairman of the board of directors is also chairman of the appointments and remuneration committee. The CEO participates in the meetings of the appointments and remuneration committee in an advisory capacity (cf. Article 526 quater of the Companies Code).
The vice-chairman of the board of directors and the HR director of the Group are invited to attend the meetings of the appointments and remuneration committee.
The appointments and remuneration committee met twice during 2012. The main item on its agenda was: preparing the remuneration report and reviewing the remuneration and bonus policy of the executive management.
Attendance at appointments and remuneration committee meetings in 2012:
| Baron Hugo Vandamme, Chairman | 2 |
|---|---|
| Carel Bikkers | 2 |
| Marc Verhamme | 2 |
Every year the board of directors undertakes a review, led by the chairman and assisted by the appointments and remuneration committee, of its size, composition, functioning and interaction with executive management. This assessment has four objectives: (i) assessing the operation of the board of directors; (ii) examining whether important issues are thoroughly prepared and discussed; (iii) assessing the actual contribution of each director to the activities of the board of directors, on the basis of his or her presence at board and committee meetings and his or her constructive involvement in discussions and decision-making; (iv) establishing a comparison between the current composition of the board of directors and the pre-defined desired composition of the same.
Every year the non-executive directors assess their interaction with senior management and, where appropriate, make proposals to the chairman of the board of directors for improving this interaction.
The contribution of each director is reviewed at regular intervals. In the event of a reappointment, the engagement and the effectiveness of the director is evaluated.
The executive management of Roularta Media Group consists of the executive management committee, the Belgian management team and the French management team (composition see pages 130-133).
In the past year there were no changes in the executive management of the Group.
During the course of the financial year 2012, a financial conflict of interests arose and so the procedure as set out in Article 523 of the Companies Code was applied. The conflict of interests arose with reference to the director, Alauda NV, represented by its permanent representative, Francis De Nolf, and more specifically regarding the signing of a services contract between Alauda NV and Roularta Media Group NV. The minutes of the meeting of the board of directors on
16 March 2012, where Article 523 of the Companies Code was applied, was included in the board of directors' annual report dated 22 March 2013 and is available on the company's website (www.roularta.be/beleggersinfo).
Taking into account the principles and guidelines contained in the Belgian Corporate Governance Code, the company has developed a policy on transactions and other contractual relationships between the company, including affiliated companies, and its directors and members of the executive management not covered by the statutory conflict of interests rules.
A transaction or a contractual relationship of any kind is deemed to exist between the company and its directors and/or members of its executive management when:
• a director or a member of the executive management has a significant personal financial interest in the corporate body with which Roularta Media Group wants to conclude a transaction;
The other members of the executive management (executive management committee members and members of the Belgian and French management teams) together received:
During 2012, no stock options or warrants were granted to members of the executive management. No options or warrants were exercised during the past year by members of the executive management.
In the table below you can find an overview of the warrants and stock options plans members of the executive management participated in, with their most significant terms including the exercise price and the expiration period.
The severance pay for members of executive management is estimated on the basis of the Belgian or French employment law that applies, except for the managing director and the financial director with whom contractual agreements have already been made regarding the period of notice that must be observed. With respect to the managing director, the period of notice is 12 months, and for the financial director a minimum period of notice of 12 months and a maximum period of 15 months must be observed.
| Year of allotment |
Number of options / warrants allotted |
Outstanding unexercised options / warrants per 31/12/2012 |
Exercise price (in EUR) |
First exercise period | Last exercise period |
|---|---|---|---|---|---|
| 2000 | 4,000 | 4,000 | 65.00 | 01/01-30/04/2004 | 01/01-22/05/2013 |
| 2001 | 10,500 | 4,200 | 18.20 | 01/01-26/06/2005 | 01/01-25/08/2014 |
| 2001 | 6,500 | 4,150 | 20.13 | 01/12-31/12/2005 | 10/09-10/10/2014 |
| 2002 | 2,000 | 900 | 21.93 | 01/01-30/06/2006 | 01/01-10/10/2013 |
| 2006 | 102,000 | 82,000 | 53.53 | 01/01-31/12/2010 | 01/01-31/12/2021 |
| 2008 | 93,000 | 73,000 | 40.00 | 01/01-31/12/2012 | 01/01-31/12/2023 |
| 2009 | 108,500 | 83,500 | 15.71 | 01/01-31/12/2013 | 01/01-31/12/2019 |
| 326,500 | 251,750 |
| Fixed Attendance fee (1) |
|||
|---|---|---|---|
| Caroline De Nolf permanent represen tative of NV Verana |
Non executive |
EUR 10,000.00 |
EUR 15,000.00 |
| Francis De Nolf permanent represen tative of NV Alauda |
Executive | EUR 10,000.00 |
EUR 15,000.00 |
| Carel Bikkers permanent represen tative of BV Carolus Panifex Holding – Chairman audit committee – Member appointments and re muneration committee |
Non executive |
EUR 10,000.00 |
EUR 35,000.00 |
| Marleen Vaesen permanent repre sentative of BVBA Mavac – Member audit committee |
Non executive |
EUR 10,000.00 |
EUR 22,500.00 |
| Marc Verhamme permanent represen tative of NV Pur Vie – Member appointments and remuneration committee |
Non executive |
EUR 10,000.00 |
EUR 20,000.00 |
The remuneration of the members of executive management is set by the board of directors based on the recommendation of the appointments and remuneration committee. The level and structure of the remuneration of the executive management need to enable the company to attract, retain and continually motivate qualified and skilled managers, taking into account the nature and scope of their individual responsibilities.
The amount and structure of the basic remuneration of the executive management is regularly reviewed for its compliance with market conditions by a specialist (international) salaries and benefits consultancy. The company is assuming that the remuneration policy for members of the executive management will remain unchanged for the next two years unless testing against market practice shows that changes are urgently needed.
In 2012, the remuneration policy of the members of the executive management did not change from that of previous years. The remuneration of the executive management consists of:
• basic remuneration in line with training, job content, experience and seniority;
• a performance bonus linked for 30% of the consolidated results of the Group and for 70% to the performance of the business unit for which the manager is responsible. Every year financial performance criteria are established for the year in question at the level of the consolidated Group results. At business unit level, financial or qualitative targets are set on an annual basis. At the end of the year it is determined, based on the established performance criteria, both quantitative and qualitative, whether and to what extent the bonus has been earned. The bonus may not exceed 20% to 25% of the basic annual salary of members of the executive management. The bonus is paid partly in cash and partly to the group insurance of the manager in question.
There is no provision for a right of recovery in favour of the company in cases where variable remuneration has been given based on inaccurate financial data. Bonuses are awarded only after the close of the year and the requisite verification of the figures by the auditors. In this way the likelihood of paying a bonus based on inaccurate financial data is negligible.
The CEO, NV Publigraaf with Mr Rik De Nolf as its permanent representative, received in 2012 a gross fixed remuneration of EUR 608,927.24. The remuneration package for the CEO does not include shares, share options or warrants, nor are the pension contributions included.
(1) No attendance fee is granted for meetings of the board of directors by teleconference.
| Note | 2012 | 2011 |
|---|---|---|
| 3 | 712,045 | 731,111 |
| -175,699 | -178,328 | |
| 4 | -295,564 | -290,120 |
| 5 | -198,416 | -195,990 |
| -33,844 | -28,128 | |
| -15,163 | -15,422 | |
| 6 | -3,149 | -686 |
| -4,065 | 191 | |
| -11,467 | -12,211 | |
| 7 | 11,173 | 12,795 |
| 7 | -8,421 | -9,818 |
| 8 | -6,544 | -6,973 |
| 4,730 | 34,549 | |
| 9 | 4,536 | 1,880 |
| 9 | -13,409 | -9,385 |
| -4,143 | 27,044 | |
| 10 | 1,164 | -12,078 |
| -23 | -57 | |
| -3,002 | 14,909 | |
| -498 | 473 | |
| -2,504 | 14,436 | |
| 11 | -0.20 | 1.15 |
| 11 | -0.20 | 1.14 |
| 2012 | 2011 |
|---|---|
| -3,002 | 14,909 |
| -8 | 18 |
| -104 | -365 |
| 35 | 124 |
| -3,079 | 14,686 |
| -498 | 473 |
| -2,581 | 14,213 |
| Note | 2012 | 2011 |
|---|---|---|
| 604,675 | 616,512 | |
| 13 | 417,951 | 428,250 |
| 13 | 71,931 | 71,931 |
| 14 | 100,362 | 104,632 |
| 15 | 284 | 333 |
| 16 | 5,512 | 3,938 |
| 30 | $\Omega$ | 196 |
| 17 | 1,794 | 2,036 |
| 18 | 6,841 | 5,196 |
| 333,761 | 295,228 | |
| 19 | 58,868 | 57,367 |
| 17 | 185,720 | 192,693 |
| 439 | 487 | |
| 20 | 42,828 | 2,726 |
| 20 | 35,684 | 31,978 |
| 10,222 | 9,977 | |
| 938,436 | 911,740 |
| ASSETS | in thousands of euros | Note | 2012 | 2011 |
|---|---|---|---|---|
| Non-current assets | 604,675 | 616,512 | ||
| Intangible assets | 13 | 417,951 | 428,250 | |
| Goodwill | 13 | 71,931 | 71,931 | |
| Property, plant and equipment | 14 | 100,362 | 104,632 | |
| Investments accounted for using the equity method | 15 | 284 | 333 | |
| Available-for-sale investments, loans, guarantees | 16 | 5,512 | 3,938 | |
| Financial derivatives | 30 | 0 | 196 | |
| Trade and other receivables | 17 | 1,794 | 2,036 | |
| Deferred tax assets | 18 | 6,841 | 5,196 | |
| Current assets | 333,761 | 295,228 | ||
| Inventories | 19 | 58,868 | 57,367 | |
| Trade and other receivables | 17 | 185,720 | 192,693 | |
| Tax receivable | 439 | 487 | ||
| Short-term investments | 20 | 42,828 | 2,726 | |
| Cash and cash equivalents | 20 | 35,684 | 31,978 | |
| Deferred charges and accrued income | 10,222 | 9,977 | ||
| Total assets | 938,436 | 911,740 |
| LIABILITIES | in thousands of euros Note |
2012 | 2011 |
|---|---|---|---|
| Equity | 356,955 | 364,236 | |
| Group's Equity | 344,689 | 351,277 | |
| Issued capital | 21 | 203,225 | 203,225 |
| Treasury shares | 21 | -24,647 | -24,647 |
| Capital reserves | 21 | 4,918 | 4,556 |
| Revaluation reserves | 21 | -190 | -121 |
| Retained earnings | 161,325 | 168,198 | |
| Translation differences | 58 | 66 | |
| Minority interests | 12,266 | 12,959 | |
| Non-current liabilities | 266,231 | 243,904 | |
| Provisions | 23 | 7,671 | 5,829 |
| Employee benefits | 25 | 9,846 | 8,241 |
| Deferred tax liabilities | 18 | 117,128 | 123,111 |
| Financial debts | 26 | 128,994 | 104,742 |
| Trade payables | 27 | 2,184 | 1,661 |
| Other payables | 27 | 271 | 320 |
| Financial derivatives | 30 | 137 | 0 |
| Current liabilities | 315,250 | 303,600 | |
| Financial debts | 26 | 19,053 | 19,290 |
| Trade payables | 27 | 173,145 | 156,057 |
| Advances received | 27 | 49,744 | 50,421 |
| Employee benefits | 27 | 38,695 | 37,972 |
| Taxes | 27 | 7,415 | 15,699 |
| Other payables | 27 | 20,242 | 20,059 |
| Accrued charges and deferred income | 27 | 6,956 | 4,102 |
| Total liabilities | 938,436 | 911,740 |
| in thousands of euros Note |
2012 | 2011 |
|---|---|---|
| Cash flow relating to operating activities | ||
| Net result of the consolidated companies | -3,002 | 14,909 |
| Share in the result of the companies accounted for using the equity method 15 |
23 | 57 |
| Income tax expense / income 10 |
-1,164 | 12,078 |
| Interest expenses | 13,409 | 9,385 |
| Interest income (-) | -1,331 | -888 |
| Losses / gains on disposal of intangible assets and property, plant and equipment |
-429 | -961 |
| Non-cash items | 30,017 | 27,448 |
| Depreciation of (in)tangible assets 13 & 14 |
15,163 | 15,422 |
| Impairment losses 13 |
11,467 | 12,211 |
| Share-based payment expense | 5 378 |
401 |
| Losses / gains on non-hedging derivatives | -3,205 9 |
-992 |
| Increase / decrease in provisions | 2,478 | -894 |
| Unrealised exchange loss / gain | -1 | 0 |
| Other non-cash items | 3,737 | 1,300 |
| Gross cash flow relating to operating activities | 37,523 | 62,028 |
| Increase / decrease in current trade receivables | 7,332 | -142 |
| Increase / decrease in current other receivables and deferred charges and accrued income |
2,635 | -2,950 |
| Increase / decrease in inventories | -1,334 | -1,187 |
| Increase / decrease in current trade payables | 15,536 | 4,606 |
| Increase / decrease in other current liabilities | -90 | 134 |
| Other increases / decreases in working capital (a) | 2,659 | -601 |
| Increase / decrease in working capital | 26,738 | -140 |
| Income taxes paid | -14,748 | -7,346 |
| Interest paid | -12,318 | -9,333 |
| Interest received | 1,016 | 879 |
| NET CASH FLOW RELATING TO OPERATING ACTIVITIES (A) | 38,211 | 46,088 |
(a) Increases and decreases in non-current other payables, non-current trade payables, provisions, non-current employee benefits and accrued charges and deferred income.
| Cash flow relating to investing activities | |||
|---|---|---|---|
| Intangible assets - acquisitions | 13 | -3,798 | -4,435 |
| Tangible assets - acquisitions | 14 | -6,222 | -8,893 |
| Intangible assets - other movements | 356 | 23 | |
| Tangible assets - other movements | 120 | 4,005 | |
| Net cash flow relating to acquisition of subsidiaries | 31 | -731 | -2,868 |
| Available-for-sale investments, loans, guarantees - acquisitions | 16 | -1,558 | -288 |
| Available-for-sale investments, loans, guarantees - other movements | 68 | 475 | |
| Increase / decrease in short-term investments | -40,631 | -740 | |
| NET CASH FLOW RELATING TO INVESTING ACTIVITIES (B) | -52,396 | -12,721 | |
| Cash flow relating to financing activities | |||
| Dividends paid | -4,339 | -6,206 | |
| Movement in capital | 0 | 185 | |
| Treasury shares | 0 | -2,265 | |
| Other changes in equity | -201 | -1,256 | |
| Redemption of current financial debts | -18,896 | -30,424 | |
| Proceeds from non-current financial debts | 99,725 | 1,500 | |
| Redemption of non-current financial debts | -58,175 | -4,006 | |
| Increase in non-current receivables | -223 | -328 | |
| NET CASH FLOW RELATING TO FINANCING ACTIVITIES (C) | 17,891 | -42,800 | |
| TOT AL INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C) | 3,706 | -9,433 | |
| Cash and cash equivalents, beginning balance | 31,978 | 41,411 | |
| Cash and cash equivalents, ending balance | 35,684 | 31,978 | |
| Net increase / decrease in cash and cash equivalents | 3,706 | -9,433 |
Net cash flow relating to operating activities is € 38.2 million compared with € 46.1 million in 2011. Gross cash flow is lower, but is offset by the change in working capital. Net cash flow relating to investing activities amounted in 2012 to -€ 52.4 million. The largest investment (€ 40.6 million) consists in the rise in short-term investments, including the investment of a portion of the proceeds of the new bond issue. Investments in intangible and tangible assets were € 3.3 million lower in 2012 than in 2011. In 2011 the sale of a building belonging to Vogue Trading Video produced a positive net cash flow. The financing activities resulted in a net cash inflow of € 17.9 million, compared with a cash outflow of € 42.8 million in 2011. The new loan of € 100 million served mainly for the early repayment of the US Private Placement (€ 54.5 million). Cash and equivalents fell in 2012 primarily owing to the repayment of short-term financial debts and the payment of the dividends in respect of 2011.
| 2012 | in thousands of euros | Issued capital |
Treasury shares |
Capital reserves |
Re valuation reserves |
Retained earnings |
Transla tion diffe rences |
Minority interests |
Total equity |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of 01/01/2012 | 203,225 | -24,647 | 4,556 | -121 | 168,198 | 66 | 12,959 | 364,236 | |
| Total comprehensive income for the period | -69 | -2,504 | -8 | -498 | -3,079 | ||||
| Costs of issuance and equity increase | -15 | -15 | |||||||
| Dividends | -4,369 | -4,369 | |||||||
| Recognition of share-based payments | 377 | 377 | |||||||
| Dividend paid to minority interests | -165 | -165 | |||||||
| Other increase / decrease | -30 | -30 | |||||||
| Balance as of 31/12/2012 | 203,225 | -24,647 | 4,918 | -190 | 161,325 | 58 | 12,266 | 356,955 | |
| 2011 | in thousands of euros | Issued capital |
Treasury shares |
Capital reserves |
Re valuation reserves |
Retained earnings |
Transla tion diffe rences |
Minority interests |
Total equity |
| Balance as of 01/01/2011 | 203,040 | -22,382 | 4,170 | 120 | 160,076 | 48 | 13,745 | 358,817 | |
| Total comprehensive income for the period | -241 | 14,436 | 18 | 473 | 14,686 | ||||
| Issuance of shares (all kind of issuances) | 185 | 185 | |||||||
| Costs of issuance and equity increase | -15 | -15 | |||||||
| Operations with own shares | -2,265 | -2,265 | |||||||
| Dividends | -6,314 | -6,314 | |||||||
| Recognition of share-based payments | 401 | 401 | |||||||
| Dividend paid to minority interests | -1,259 | -1,259 |
We refer to Note 21 for more details.
The consolidated financial statements are prepared in compliance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB), and with the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB approved by the European Commission.
The consolidated financial statements give a general overview of our Group's activities and the results achieved. They represent fairly, the financial position, financial performance and cash flows of the entity, and have been prepared on a going concern basis.
The consolidated financial statements were approved by the board of directors on 22 March 2013 and can be amended until the shareholders' meeting of 21 May 2013.
• Amendments to IFRS 7 Financial Instruments: Disclosures – Derecognition (applicable for annual periods beginning on or after 1 July 2011).
The application of these standards had no material effect on the consolidated financial statements 2012 of the Group.
• IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014).
• IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014).
• Amendments to IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014).
• Amendments to IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014).
The Group has not applied these standards and interpretations in anticipation.
The Group expects that the first application of standard IFRS 11 will significantly impact the consolidated income statement and the consolidated balance sheet. With the coming into application of this new standard, the joint ventures will be included in the consolidation by the equity method in place of the proportional consolidation method. Interests in joint ventures as of 31 December 2012 can be found in Note 33.
The Group does not expect the first application of the other amendments and new standards to significantly impact its financial statements.
The consolidated financial statements consolidate the financial information of Roularta Media Group NV, its subsidiaries and joint ventures, after elimination of all material transactions within the Group.
Subsidiaries are those companies over which the parent company has control, i.e. has the power to direct the financial and operational policy of a company in order to acquire benefits from its activities. These companies are included in accordance with the full consolidation method.
Joint ventures are contractual agreements whereby Roularta Media Group NV together with one or more parties set up an economic activity over which they exercise joint authority. This means that strategic, financial and operational decisions require the unanimous agreement of the parties sharing the authority. These
companies are accounted for by the proportional consolidation method.
The financial statements of subsidiaries and joint ventures are included in the consolidated financial statements from the date on which the parent company acquires control until the date on which the control ceases.
The financial statements of subsidiaries and joint ventures are prepared for the same financial year as that of the parent company and using uniform accounting policies for like transactions and other events in similar circumstances.
Acquisitions of subsidiaries and joint ventures are accounted for by applying the purchase method.
The acquisition price (the consideration transferred in a business combination) is measured as the sum of the fair value at the acquisition date of the transferred assets, the liabilities incurred or assumed, and the equity interests issued by the acquirer. The purchase price also includes all assets and liabilities arising from a contingent consideration agreement.
Acquisition-related costs are expensed in the period
incurred.
The identifiable assets acquired and the liabilities assumed are measured at their fair value at the acquisition date.
For each business combination any non-controlling interest (minority interest) in the acquiree is valued at fair value or at the NCI's proportionate share in the identifiable net assets of the acquiree. The choice of accounting basis is made on a transaction-by-transaction basis.
These are recognised in accordance with the previous version of IFRS 3.
Associated companies are companies in which the Group has a significant influence and which are not a sub-
sidiary company or joint venture. They are incorporated in the consolidation in accordance with the equity method from the date on which the significant influence begins until the date on which the significant influence ceases. If the Group's share in the loss exceeds the book value of the associated company, the book value is reduced to nil and any further losses are no longer entered, unless the Group has guaranteed commitments made by the associated company.
Transactions in foreign currency are recorded on initial recognition in the functional currency, by applying to the foreign currency amount the spot exchange rate at the date of transaction. At each balance sheet date foreign currency monetary items are translated using the closing rate. Non-monetary items are translated using the exchange rate at the date of the transaction.
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition are recognised in profit or loss as other operating income or costs in the period in which they arise.
Monetary and non-monetary assets and liabilities of foreign entities whose functional currency is not the currency of a hyperinflationary economy and is different from the euro are translated at the closing rate at the date of the balance sheet. Income and expenses for each income statement (including comparatives) are translated at exchange rates at the dates of the transactions. All resulting exchange differences are recognised as a separate component of equity.
Intangible assets consist of titles, software, concessions, copyrights, property rights and other rights etc. acquired from third parties or by contribution in kind, as well as any internally generated software.
Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised as an expense when it is incurred.
Expenditures on development activities, whereby the research findings are applied to a plan or design for the production of new or substantially improved products and processes, are only included in the balance sheet, if the product or process is technically and commercially feasible, the Group has sufficient resources available to complete the development and it is possible to demonstrate that the asset will generate probable future economic benefits.
Capitalised expenditure comprises the costs of materials, direct labour costs and a proportionate part of the overheads.
Intangible assets are measured at their cost, less any accumulative amortisation and any accumulated impairment losses.
Intangible assets are amortised in accordance with the straight-line methods starting when the asset is available for use over their expected useful life.
The following useful lives are applied:
| • Development costs | 3 years | |
|---|---|---|
| -- | ---------------------- | --------- |
By virtue of the application of IAS 38,107, titles are considered as assets with indefinite useful lives which are not amortised but tested yearly for impairment. Other intangible assets with indefinite useful lives are also not amortised but subject to an annual impairment test.
Goodwill on acquisition of subsidiaries is recorded, as from the acquisition date, in the amount of the surplus of the total of the fair value of the consideration transferred, the amount of any minority interests and (in a business combination undertaken in stages) the fair value of the previously held equity interest, over the net balance of the net identifiable assets acquired and liabilities assumed. Where this total, after reassessment, results in a negative amount, this gain is immediately recognised in the income statement.
Goodwill on the acquisition of a joint venture or an associated entity is the difference between the cost of a business combination and the Group's share in the fair value of the assets acquired and liabilities and contingent liabilities assumed at the time of acquisition.
By virtue of the application of IFRS 3 goodwill is not amortised but tested yearly for impairment.
Property, plant and equipment are recognised at cost less any accumulative depreciation and any impairment losses. The cost comprises the initial purchase price plus other direct purchase costs (such as non-refundable tax, transport). The cost of self-constructed property, plant and equipment comprises the cost of materials, direct labour costs and a proportional part of the production overheads.
The Group uses the exception provided for in IFRS 1 to treat the fair value of some of the property, plant and equipment as deemed cost on the date of transition to IFRS, being 1 January 2003. This fair value is based on the value in going concern as determined by third party experts and was applied to all of the Group's land and buildings, as well as to NV Roularta Printing's printing presses and finishing lines.
Lease arrangements whereby the Group has substantially all rewards and risks incidental to ownership are classified as finance leases. At the commencement of the finance lease term, finance leases are recognised as assets and liabilities in the balance sheet at amounts equal to the fair value of the leased property, or, if lower, the present value of the minimum lease payments each determined at the inception of the lease.
Minimum lease payments shall be apportioned between the finance charge and the reduction of the outstanding liability. The finance charge shall be allocated to each
period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents shall be charged as expenses in the periods in which they are incurred.
Leasing of property whereby substantially all rewards and risks remain with the leasing company is classified as operating lease. Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease term.
The depreciable amount of an item of property, plant and equipment (i.e. the cost less its residual value) is recognised in the income statement on a straight-line basis from the date the asset is available for use over the expected useful life.
The following depreciation percentages are applied:
Buildings
payments
| » revalued | 20 years |
|---|---|
| » not revalued | 33 years |
| » buildings on leasehold land | term of lease |
| » improvements with valuable appreciation | 10 years |
| • Installations, machines and equipment | |
| » printing presses and finishing lines | 3 to 20 years |
| » broadcast material | 5 years |
| » TV stages | 3 years |
| » others | 5 years |
| • Furniture and office equipment | 5 to 10 years |
| • Electronic equipment | 3 to 5 years |
| • Vehicles | 4 to 5 years |
| • Other property, plant and equipment | 5 to 10 years |
| • Assets under construction and advance payments |
no depreciation |
| • Property held under a finance lease | |
| » printing presses and finishing lines » broadcast material |
3 to 20 years 5 years |
| Land is not depreciated since it is assumed that it has an |
indefinite useful life.
The purchase or sale of financial assets is recognised using the settlement date. This implies that the asset is
recognised on the date it is received by the Group, and it is derecognised on the date it is delivered by the Group; at this date any gain or loss on disposal is recognised.
At initial recognition all available-for-sale financial assets are recognised at fair value, plus transaction costs directly attributable to the acquisition of the financial asset. A gain or loss arising from a change in fair value is recognised directly in equity as revaluation reserve until the financial asset is derecognised, or until there is objective evidence that a financial asset incurred impairment losses. Investments in equities that are classified as assets available for sale but for which no price quotation on an active market is available, and the fair value of which cannot be reliably determined by other valuation methods, are recognised at their historical cost.
At initial recognition these financial assets are recognised at fair value. A gain or loss arising from a change in fair value of the financial asset is recognised through profit or loss.
These non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are measured at amortised cost. A gain or loss is recognised in profit or loss when the financial asset is impaired.
Inventories are measured at cost (purchase or manufacturing cost) in accordance with the FIFO method or, if lower, at net realisable value. Manufacturing cost includes all direct and indirect costs necessary to bring the inventories to their present location and condition.
The net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
Ageing or slowly rotating inventories are systematically written down.
Broadcasting rights VMMa are measured as a function of expected income over the different runs. They are amortised on the basis of the expected number of transmissions and on the basis of the expected success.
Short-term trade receivables and other receivables are measured at cost less appropriate allowances for estimated irrecoverable amounts.
At the end of the financial year an estimate is made of doubtful debts on the basis of an evaluation of all outstanding amounts. Doubtful debts are written off in the year in which they were identified as such.
Cash and cash equivalents consist of cash and sight deposits, short-term deposits (under 3 months) and highly liquid investments which are easily convertible into a known cash amount and where the risk of a change in value is negligible.
Treasury shares (i.e. own shares) are presented as deduction of equity and reported in the statement of changes in equity. No gain or loss is recognised in the income statement on the sale, issuance or cancellation of treasury shares.
A provision is recognised when the Group has a present obligation (legal or constructive) as a result of a past event, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate can be made of the amount of the obligation.
If the Group expects that some or all of the expenditure required settling a provision will be reimbursed, the related asset is recognised once it is virtually certain that the reimbursement will be received.
A provision for restructuring is created when the Group approves a detailed and formalised restructuring plan and when the implementation of the restructuring plan has been started or the main features of the plan have been announced to those affected by it.
Several defined contribution plans exist within the Group. These plans are in general funded by both employer and employee contributions. Contribution commitments in the pension schemes with a fixed contribution payable by the Group are included in the income statement of the year to which they relate.
The necessary amounts are recognised in the profit and loss account to cover the actuarial and investment risk of the defined benefit plans.
The actuarial gains and losses arising from differences between the previous actuarial assumptions and the current experience, or changes in actuarial assumptions are included in the profit and loss account of the year.
The Group also recognises a provision for early retirement pensions. The amount of the provision is equal to the present value of future benefits promised to the employees involved.
Various warrant and share option plans exist to enable executive and senior management to acquire shares of the company. IFRS 2 applies to all share-based payment transactions allocated after 7 November 2002 and which had not become unconditional by 1 January 2005. The exercise price of an option is determined on the basis of the average closing price of the share during the thirty days prior to the option offering date or on the basis of the latest closing price prior to the offering date. The fair value of the option is calculated using the Black and Scholes formula. If and when the options are exercised, equity is increased by the amount received.
This mainly concerns both future tariff benefits on subscriptions, as jubilee premiums. The amount of these provisions equals the present value of these future obligations.
Financial debts, other than derivative financial instruments, are initially recorded at the fair value of the financial resources received, less transaction costs. In subsequent periods, they are stated at amortised cost using the effective interest rate method. Where financial debts are hedged by derivative financial instruments that function as fair value hedging, these debts are valued at fair value.
TRADE PAYABLES
Trade payables are recognised at their cost.
Tax expense (tax income) on the result for the financial year is the aggregate amount included in the profit or loss for the period in respect of current tax and deferred tax. Taxes are recognised as income or as expense and included in profit or loss for the period except to the extent that the tax arises from a transaction or event which is recognised directly in equity. In that case the taxes are also recognised directly to the equity.
Current taxes for current and previous periods are, to the extent unpaid, recognised as a liability. If the amount already paid exceeds the amount due for those periods, the excess is recognised as an asset. For calculating the current tax for the current and prior periods the tax rates that have been enacted or substantively enacted by the balance sheet date are used.
Deferred taxes are accounted for using the 'liability' method for all temporary differences between the taxable basis and the book value for financial reporting purposes and this for both assets and liabilities. For calculation purposes the tax rates used are those that have been enacted or substantively enacted by the balance sheet date.
In accordance with this method, the Group must in case of a business combination recognise deferred taxes on the difference between the fair value of the acquired assets and the liabilities and contingent liabilities assumed and their taxable basis.
Deferred tax assets are only recognised when it is probable that taxable profit will be available against which the
deductible temporary differences can be utilised. Deferred tax assets are derecognised when it is no longer probable that the related tax advantage will be realised.
Government grants that relate to assets are recognised at their fair value when there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received. The government grant is presented as deferred income.
Government grants to compensate costs incurred by the Group are systematically recognised as operating income in the same period in which these costs are incurred.
Revenue from sales is recognised when following conditions are met:
Advertising income in Printed Media is recognised upon publication of the issue in which the advertisement is placed. Advertising income in Audiovisual Media is recognised at the time of broadcasting. Income from newsstand and subscription sales is recognised at publication date of the issue.
Financing costs are recognised as an expense in the period in which they are incurred.
For the Group's assets, in application of IAS 36, on each balance sheet date it is assessed whether there are any indications that an asset may be impaired. If such indication exists, the recoverable amount of the asset has to be estimated. The recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. An impairment loss is recognised when the book value of an asset, or the cash generating unit to which the asset belongs, is higher than the recoverable amount. Impairment losses are recognised in the income statement.
Each cash-generating unit represents, per country, an identifiable group of assets with a similar risk profile, which generates cash inflows which are largely independent of the cash inflows from other asset categories. The following cash generating units have been defined: News Belgium (Knack, Le Vif/L'Express, Krant van West-Vlaanderen,…), News France (L'Express, L'Etudiant,…), Lifestyle Belgium (Nest, Royals, Plus België,…), Lifestyle France (Point de Vue, Maison Magazine, IDEAT,…), Lifestyle other countries (Plus Nederland, Plus Magazin, Stafette,…), Business Belgium (Kanaal Z/Canal Z, Trends, Trends-Tendances, Trends Top,…), Business France (L'Entreprise, L'Expansion, Mieux Vivre Votre Argent,…), Free Press Belgium (De Streekkrant/De Weekkrant, De Zondag, Steps,…), Free Press France (A Nous Paris, A Nous Lille,…), Free Press other countries (Zeeuwsch-Vlaams Advertentieblad, City Magazine Serbia, City Magazine Slovenia) and Entertainment Belgium (VTM, Q-music, JOE fm,…).
The value in use is determined based on the discounted cash flow model, in particular the discounting of future cash flows resulting from the continued operation of the unit. For this, management has used a cash flow forecast based on a five-year business plan. Future cash flows are discounted based on a weighted average cost of capital. Cash flow forecasts after the last budget period are determined by extrapolating the above-mentioned forecasts, applying a growth rate.
In setting the weighted average cost of capital and the growth rate, account has been taken of the interest rate and risk profile of Roularta Media Group as a whole. The assumptions are applied to all of the Group's cash flow generating units.
Fair value less selling costs is determined empirically, using a transaction multiple derived from comparable transactions in the media sector and from experience applied to the sales criterion, or on a market value based on similar transactions in the market.
The Group uses derivative financial instruments to hedge the exposure to changes in interest rates or currencies. Derivative financial instruments are initially measured at fair value. After initial recognition the financial instruments are measured at fair value on the balance sheet date. Cash flow or fair value hedge accounting is applied to all hedges that qualify for hedge accounting when the required hedge documentation is in place and when the hedge relation is determined to be effective.
When a derivative financial instrument hedges the variability in fair value of a recognised asset or liability, or hedges an unrecognised firm commitment, these financial instruments are qualified as fair value hedges. These financial instruments accounted for as fair value hedges are measured at fair value and presented in the line 'financial derivatives'. The gain or loss arising on hedging instruments is recognised in profit and loss. The hedged item is also measured at fair value in respect of the risk being hedged, with any gain or loss being recognised in the income statement.
Changes in the fair value of a hedging instrument that qualifies as an effective cash flow hedge are processed in equity, more specifically in the hedging reserve.
Certain hedging transactions do not qualify for hedge accounting treatment according to the specific criteria of IAS 39 Financial Instruments: Recognition and Measurement, although they offer economic hedging according to the Group's risk policy. Changes in the fair value of such instruments are recognised directly in the income state-
ment.
Preparing annual financial statement under IFRS rules requires management to make judgements, estimates and assumptions that influence the amounts included in the annual financial statements.
The estimates and related assumptions are based on past experience and on various other factors that are considered reasonable in the given circumstances. The outcomes of these form the basis for the judgement as to the carrying value of assets and liabilities where this is not evident from other sources. The actual outcomes can differ from these estimates. The estimates and underlying assumptions are regularly reviewed.
• Impairment losses on intangible assets and goodwill: the Group tests intangible assets and goodwill annually for impairment, and also in between where indications exist that the value of the intangible assets or goodwill could be impaired (see Note 13).
• Deferred tax assets relating to tax losses carried forward and tax deductions are recognised only to the extent that it is probable that sufficient taxable profit will exist in the future to recover the carried-forward tax losses and tax deductions.
• Credit risk with respect to customers: management analyses thoroughly the outstanding trade receivables, taking into account ageing, payment history and credit insurance coverage (see Note 17).
• Provision for employee benefits: the defined benefit pensions are based on actuarial assumptions including the discount rate and expected return on fund investments, see Note 25.
In accordance with IFRS 8 Operating Segments, the management approach is applied for the financial reporting of segmented information. This standard requires the segmented information to be reported to follow the internal reporting used by the company's main operating decision-making officer, based on which the internal performance of Roularta's operating segments is assessed and resources allocated to the various segments.
For reporting purposes, Roularta Media Group is organised into two operating segments based on the activities: Printed Media and Audiovisual Media.
Printed Media includes the sale of publicity, and the production and sale of all printed publications of the Group, such as free sheets, newspapers, magazines, newsletters and books, as well as all related services, including internet, fairs and other line extensions. Audiovisual Media includes spot advertising on TV and radio, production and broadcasting, as well as all related services, including internet and line extensions.
The valuation rules of the business segments are the same as the valuation rules of the Group as described in Note 1. Intersegment pricing is determined on an arm's length basis. The results of the operating segments are monitored by management as far as the net result, given that almost all the segments correspond to legal entities.
| 2012 | in thousands of euros | Printed Media | Audiovisual Media | Intersegment elimination |
Consolidated total |
|---|---|---|---|---|---|
| Sales of the segment | 541,693 | 176,817 | -6,465 | 712,045 | |
| Sales to external customers | 538,423 | 173,622 | 712,045 | ||
| Sales from transactions with other segments | 3,270 | 3,195 | -6,465 | 0 | |
| Depreciation and write-down of (in)tangible assets | -10,315 | -4,848 | -15,163 | ||
| provisions | Write-down of inventories and receivables and | -4,416 | -2,798 | -7,214 | |
| Impairment losses | -11,467 | -11,467 | |||
| Operating result (EBIT) | -9,769 | 14,499 | 4,730 | ||
| Financial income | 4,757 | 211 | -432 | 4,536 | |
| Financial expenses | -13,242 | -599 | 432 | -13,409 | |
| Income taxes | 2,835 | -1,671 | 1,164 | ||
| using the equity method | Share in the result of the companies accounted for | -23 | -23 | ||
| Net result of the consolidated companies | -15,442 | 12,440 | -3,002 | ||
| Attributable to: | |||||
| Minority interests | -449 | -49 | -498 | ||
| Equity holders of Roularta Media Group | -14,993 | 12,489 | -2,504 | ||
| Assets | 868,314 | 182,293 | -112,171 | 938,436 | |
| accounted for using the equity method | - of which carrying amount of investments | 284 | 284 | ||
| property, plant and equipment | - of which investments in intangible assets and | 7,575 | 4,552 | 12,127 | |
| Liabilities | 515,228 | 83,156 | -16,903 | 581,481 |
| 2012 | in thousands of euros | Printed Media | Audiovisual Media | Intersegment elimination |
Consolidated total |
|---|---|---|---|---|---|
| Sales to external customers break down as follows: | |||||
| Advertising | 262,224 | 139,269 | 401,493 | ||
| Subscriptions and sales | 175,161 | 0 | 175,161 | ||
| Other services and goods | 101,038 | 34,353 | 135,391 | ||
| 2011 | in thousands of euros | Printed Media | Audiovisual Media | Intersegment elimination |
Consolidated total |
|---|---|---|---|---|---|
| Sales of the segment | 554,925 | 182,385 | -6,199 | 731,111 | |
| Sales to external customers | 551,790 | 179,321 | 731,111 | ||
| Sales from transactions with other segments | 3,135 | 3,064 | -6,199 | 0 | |
| Depreciation and write-down of (in)tangible assets | -10,252 | -5,170 | -15,422 | ||
| provisions | Write-down of inventories and receivables and | -761 | 266 | -495 | |
| Impairment losses | -12,211 | -12,211 | |||
| Operating result (EBIT) | 8,126 | 26,423 | 34,549 | ||
| Financial income | 2,311 | 228 | -659 | 1,880 | |
| Financial expenses | -9,263 | -781 | 659 | -9,385 | |
| Income taxes | -3,722 | -8,356 | -12,078 | ||
| for using the equity method | Share in the result of the companies accounted | -57 | -57 | ||
| Net result of the consolidated companies | -2,605 | 17,514 | 14,909 | ||
| Attributable to: | |||||
| Minority interests | 312 | 161 | 473 | ||
| Equity holders of Roularta Media Group | -2,917 | 17,353 | 14,436 | ||
| Assets | 851,470 | 172,572 | -112,302 | 911,740 | |
| accounted for using the equity method | - of which carrying amount of investments | 333 | 333 | ||
| property, plant and equipment | - of which investments in intangible assets and | 12,226 | 4,389 | 16,615 | |
| Liabilities | 491,912 | 72,625 | -17,033 | 547,504 | |
| Sales to external customers break down as follows: | |||||
| Advertising | 273,556 | 146,266 | 419,822 | ||
| Subscriptions and sales | 179,596 | 0 | 179,596 | ||
| Other services and goods | 98,638 | 33,055 | 131,693 |
The geographical segment information is divided into three geographic markets in which RMG is active: Belgium, France, and other countries (Germany, the Netherlands, Slovenia and Serbia). The following schedules of sales and non-current assets (*) are divided up according to the geographic location of the subsidiary.
| 2012 | in thousands of euros | Belgium | France | Other countries | Intersegment elimination |
Consolidated total |
|---|---|---|---|---|---|---|
| Sales of the segment | 492,242 | 224,882 | 30,418 | -35,497 | 712,045 | |
| Non-current assets (*) | 222,531 | 356,313 | 11,400 | 590,244 | ||
| 2011 | in thousands of euros | Belgium | France | Other countries | Intersegment elimination |
Consolidated total |
| Sales of the segment | 506,969 | 229,427 | 30,797 | -36,082 | 731,111 |
(*) Non-current assets other than financial instruments, deferred tax assets, post employment benefit assets, and rights arising under insurance contracts.
Given the variety of the Group's activities and hence the diversity of its customer portfolio, there is no one external customer representing at least 10 percent of the Group's revenue. For the same reason, a list of the largest customers is not relevant.
An analysis of the Group's sales is as follows:
| Sales | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Advertising | 401,493 | 419,822 | |
| Subscriptions and sales | 175,161 | 179,596 | |
| Printing for third parties | 42,004 | 40,057 | |
| Line extensions & other services and goods | 93,387 | 91,636 | |
| Total sales | 712,045 | 731,111 |
Bartering contracts included in sales amount to € 53,181K (2011: € 51,795K). Royalties included in sales amount to € 3,606K (2011: € 3,865K).
Adjusted sales, which is the comparable sales to last year, i.e. adjusted for changes in the consolidation scope, include:
| Adjusted sales | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Advertising | 401,432 | 419,662 | |
| Subscriptions and sales | 175,161 | 179,596 | |
| Printing for third parties | 42,004 | 40,057 | |
| Line extensions & other services and goods | 90,570 | 91,636 | |
| Adjusted sales | 709,167 | 730,951 | |
| Changes in the consolidation scope | 2,878 | 160 | |
| Total sales | 712,045 | 731,111 |
In 2012 Roularta Media Group achieved consolidated sales of e 712.0 million, as against e 731.1 million in 2011 (- 2.6%). Adjusted sales in 2012 amounted to e 709.2 million compared with adjusted sales of e 731.0 million in 2011 (- 3.0%). The decrease in adjusted sales at Audiovisual Media was 3.1%, and 2.9% at Printed Media. The adjusted sales of the Printed Media division, that is free press, newspapers and magazines together, declined slightly (-2.9%) in 2012 to e 538.8 million. Adjusted advertising income of the free press fell in 2012 by 6% compared with 2011. Newspaper advertising income rose in 2012 by 8.0%. Magazine advertising income decreased by 5.6%. Advertising income from the internet activities rose by a further 11.0% in 2012. Adjusted readers' market sales (newsstand sales and subscriptions) fell by 2.5%, with most of this fall attributable to newsstand sales. Sales by the Audiovisual Media division fell from e 182.4 to 176.8 million (- 3.1%). TV advertising sales declined, while radio advertising revenues rose slightly.
An analysis of the Group's services and other goods is as follows:
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Transport and distribution costs | -45,909 | -46,860 |
| Marketing and promotion costs | -88,649 | -85,364 |
| Commission fees | -23,629 | -21,518 |
| Fees | -68,338 | -63,628 |
| Operating leases | -23,805 | -22,831 |
| Subcontractors and other deliveries | -26,257 | -28,526 |
| Remuneration members of the board of directors | -1,865 | -1,967 |
| Temporary workers | -4,380 | -4,654 |
| Travel and reception costs | -6,217 | -7,206 |
| Insurances | -1,011 | -1,160 |
| Other services and other goods | -5,504 | -6,406 |
| Total services and other goods | -295,564 | -290,120 |
Services and other goods rose with € 5,444K or 1.9% compared to last year. The major developments are an increase of the fees, the marketing and promotion costs and the commission fees, and a decrease of the subcontractors and other deliveries.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Wages and salaries | -135,014 | -133,241 |
| Social security contributions | -53,437 | -53,152 |
| Share-based payments | -378 | -401 |
| Post employment benefit charges | -4,087 | -4,096 |
| Other personnel charges | -5,500 | -5,100 |
| Total personnel charges | -198,416 | -195,990 |
Post employment benefit charges in 2012 consist mainly of expenses recognised related to the defined contribution plans of € 3,896K (2011: € 3,641K).
| Employment in Full-Time Equivalents | 2012 | 2011 |
|---|---|---|
| Average number of staff | 2,820 | 2,842 |
| Total employment at the end of the period | 2,828 | 2,827 |
In the evolution of the year-end employee count, the acquisition of the Open Bedrijvendag activity brought in 17 FTEs.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Write-down of receivables | -6,139 | -3,462 |
| Reversal of write-down of receivables | 4,061 | 3,081 |
| Write-down of inventories | -1,123 | -361 |
| Reversal of write-down of inventories | 52 | 56 |
| Total write-down of receivables and inventories | -3,149 | -686 |
The net write-down of receivables 2012 amounts to € 2,078K. This net write-down occurred primarily at Roularta Media Group, Vlaamse Media Maatschappij and Roularta Printing.
The net write-down of inventories 2012 amounts to € 1,071K. This net write-down occurred primarily at Vlaamse Media Maatschappij and Roularta Media Group.
The reversal of the valuation allowance on inventory is due primarily to the use of the inventories in question.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Government grants | 3,761 | 3,371 |
| Gains on disposal of intangible assets and property, plant and equipment | 495 | 1,036 |
| Capital grants | 36 | 110 |
| Exchange differences | 43 | 42 |
| Miscellaneous financial income and cash discounts | 374 | 482 |
| Miscellaneous cross-charges | 1,528 | 1,667 |
| Dividends | 28 | 220 |
| Other operating income | 4,908 | 5,867 |
| Total other operating income | 11,173 | 12,795 |
| Other taxes | -3,699 | -4,016 |
| Losses on disposal of intangible assets and property, plant and equipment | -66 | -75 |
| Losses on trade receivables | -777 | -643 |
| Less values & losses on short-term investments (tax shelter) | -594 | -714 |
| Share association | -985 | -1,936 |
| Exchange differences | -61 | -32 |
| Payment differences and bank charges | -1,232 | -1,258 |
| Other operating expenses | -1,007 | -1,144 |
| Total other operating expenses | -8,421 | -9,818 |
€ 945K of the decrease in other operating income is from the gain on the sale of a building at Vogue Trading Video in 2011.
In the other operating expenses the greatest fall lies in the expenses of the share association, owing to the decrease of the result achieved by De Streekkrant-De Weekkrantgroep NV.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Redundancy costs | -8,131 | -7,676 |
| Restructuring costs: costs | -8,131 | -7,676 |
| Provisions restructuring costs | 1,587 | 703 |
| Restructuring costs: provisions | 1,587 | 703 |
| Total restructuring costs | -6,544 | -6,973 |
The redundancy costs amount to € 2,622K in respect of the French companies and € 5,509K in respect of the Belgian companies (Vlaamse Media Maatschappij included).
In 2012, the provision for restructuring costs decreased by a net € 1,587K. The decrease in respect of the French companies amounts to € 1,538K, due mainly to the reduction of the provision set up at the end of 2011 for severance payments relating to the restructuring of the magazine L'Expansion. In 2011, the redundancy costs amount to € 3,414K in respect of the French companies, € 4,082K in respect of the Belgian companies (Vlaamse Media Maatschappij included) and € 180K in respect of companies in other countries.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Interest income | 1,038 | 888 |
| Profits on hedging instruments that are not part of a hedge accounting relationship |
3,205 | 992 |
| Profits on discontinuing hedging instruments that are part of a hedge accounting relationship before maturity date |
293 | |
| Financial income | 4,536 | 1,880 |
| Interest expense | -13,409 | -9,385 |
| Financial expenses | -13,409 | -9,385 |
| Total net finance costs | -8,873 | -7,505 |
The increase in financial income is mainly due to the higher yield on hedging instruments that are not part of a hedge accounting relationship.
The net finance costs of 2012 include € 4,045K of exceptional and one-off early repayment interest on the US Private Placement.
A description of the hedging instruments can be found in Note 30.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| A. Income taxes - current | ||
| Current period tax expense | -6,254 | -12,224 |
| Adjustments to current tax expense / income of prior periods | 4 | -133 |
| Total current income taxes | -6,250 | -12,357 |
| B. Income taxes - deferred | ||
| Related to the origination and reversal of temporary differences | 9,080 | 2,390 |
| Related to the reversal of depreciation (+) or depreciation (-) of deferred tax assets |
-1,666 | -2,111 |
| Total deferred income taxes | 7,414 | 279 |
| Total current and deferred income taxes | 1,164 | -12,078 |
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Result before taxes | -4,143 | 27,044 |
| Statutory tax rate | 33.99% | 33.99% |
| Tax using statutory rate | 1,408 | -9,192 |
| Adjustments to tax of prior periods (+/-) | 0 | -440 |
| Tax effect of non-tax deductible expenses (-) | -1,681 | -2,265 |
| Tax effect of non-taxable revenues (+) | 629 | 800 |
| Tax credit resulting from investment and notional interest deduction | 1,207 | 1,522 |
| Tax effect of not recognising deferred taxes on losses of the current period (-) | -4,038 | -2,988 |
| Tax effect from the reversal (utilisation) of deferred tax assets from previous years | 3,187 | -340 |
| Tax effect of recognising deferred taxes on tax losses of previous periods | 307 | 503 |
| Tax effect of different tax rates of subsidiaries in other jurisdictions | 186 | 249 |
| Other increase / decrease in tax charge (+/-) | -41 | 73 |
| Tax using effective rate | 1,164 | -12,078 |
| Result before taxes | -4,143 | 27,044 |
| Effective tax rate | 28.10% | 44.66% |
| Total effective tax | 1,164 | -12,078 |
| Deferred taxes relating to items that are charged or credited to equity: |
in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Costs of issuance and equity increase | -15 | -15 | |
| -15 | -15 |
| Deferred taxes relating to items included in the other comprehensive income: |
in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Cash flow hedge gains / losses | 35 | 124 | |
| 35 | 124 |
| 2012 | 2011 | |
|---|---|---|
| I. Movements in number of shares (ordinary shares) | ||
| Number of shares, beginning balance | 13,141,123 | 13,131,940 |
| Number of shares issued during the period | 0 | 9,183 |
| Number of shares, ending balance | 13,141,123 | 13,141,123 |
| - of which issued and fully paid | 13,141,123 | 13,141,123 |
| II. Other information | ||
| Number of shares owned by the company or related parties | 657,850 | 657,850 |
| Shares reserved for issue under options | 657,850 | 657,850 |
| III. Earnings per share calculation | ||
| 1. Number of shares | ||
| 1.1. Weighted average number of shares, basic | 12,483,273 | 12,577,676 |
| 1.2. Adjustments to computed weighted average number of shares, diluted | 0 | 45,417 |
| subscription right plans | 0 | 1,108 |
| stock option plans | 0 | 44,309 |
| 1.3. Weighted average number of shares, diluted | 12,483,273 | 12,623,093 |
The calculation of the basic earnings and diluted earnings per share are based on the following:
| 2012 | 2011 | |
|---|---|---|
| Amount of dividends proposed or declared after the balance sheet date but before authorisation of the financial statements, in thousands of euros (1) |
0 | 4,369 |
| Gross dividend per share in € | 0 | 0.35 |
| (1) | ||
| Number of shares entitled to dividend on 31/12 | 13,141,123 | 13,141,123 |
| Number of own shares on 31/12 | -657,850 | -657,850 |
| 12,483,273 | 12,483,273 |
| Net result available to common shareholders Weighted average number of shares, basic |
= | - e 2,504K 12,483,273 |
= -0.20 |
|---|---|---|---|
| Net result available to common shareholders Weighted average number of shares, diluted |
= | - e 2,504K 12,483,273 |
= -0.20 |
| 2012 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill |
|---|---|---|---|---|---|---|---|
| AT COST | |||||||
| Balance at the end of the preceding period | 0 | 429,001 | 36,744 | 29,752 | 495,497 | 72,186 | |
| Movements during the period: | |||||||
| - Acquisitions | 3,445 | 352 | 3,797 | ||||
| - Acquisitions through business combinations | 53 | 12 | 39 | 1,914 | 2,018 | ||
| - Sales and disposals (-) | -7 | -5,126 | -121 | -16 | -5,270 | ||
| - Other increase / decrease | 76 | -38 | 38 | ||||
| At the end of the period | 46 | 423,963 | 40,107 | 31,964 | 496,080 | 72,186 | |
| DEPRECIATION AND IMPAIRMENT LOSS | ES | ||||||
| Balance at the end of the preceding period | 0 | 23,280 | 29,002 | 14,965 | 67,247 | 256 | |
| Movements during the period: | |||||||
| - Depreciation | 12 | 3,630 | 1,023 | 4,665 | |||
| in income | - Impairment loss / reversal recognised | 11,467 | 11,467 | ||||
| - Written down after sales and disposals (-) | -7 | -5,111 | -116 | -16 | -5,250 | ||
| At the end of the period | 5 | 29,636 | 32,516 | 15,972 | 78,129 | 256 | |
| Net carrying amount at the end of the period | 41 | 394,327 | 7,591 | 15,992 | 417,951 | 71,930 |
| 2011 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill |
|---|---|---|---|---|---|---|---|
| AT COST | |||||||
| Balance at the end of the preceding period | 0 | 428,993 | 34,016 | 26,465 | 489,474 | 78,776 | |
| Movements during the period: | |||||||
| - Acquisitions | 8 | 4,220 | 207 | 4,435 | |||
| - Acquisitions through business combinations | 3,217 | 3,217 | |||||
| - Sales and disposals (-) | -1,758 | -137 | -1,895 | ||||
| - Transfers from one heading to another | 266 | 266 | |||||
| - Other increase / decrease | 0 | -6,590 | |||||
| At the end of the period | 0 | 429,001 | 36,744 | 29,752 | 495,497 | 72,186 |
| 2011 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill |
|---|---|---|---|---|---|---|---|
| DEPRECIATION AND IMPAIRMENT LOSS | ES | ||||||
| Balance at the end of the preceding period | 0 | 11,069 | 26,534 | 14,069 | 51,672 | 3,667 | |
| Movements during the period: | |||||||
| - Depreciation | 3,971 | 833 | 4,804 | ||||
| - New consolidations | 165 | 165 | |||||
| in income | - Impairment loss / reversal recognised | 12,211 | 12,211 | ||||
| - Written down after sales and disposals (-) | -1,508 | -102 | -1,610 | ||||
| - Transfers from one heading to another | 5 | 5 | |||||
| - Other increase / decrease | 0 | -3,411 | |||||
| At the end of the period | 0 | 23,280 | 29,002 | 14,965 | 67,247 | 256 | |
| Net carrying amount at the end of the period | 0 | 405,721 | 7,742 | 14,787 | 428,250 | 71,930 |
Intangible assets consist of development costs, titles, software, concessions, property and similar rights.
Development costs, software, concessions, property and similar rights with finite lives are amortised over their estimated useful lives within the Group. Out of the total property rights, the carrying value of property rights having indefinite lives is € 11,265K.
Titles and goodwill have indefinite lives. The Group's titles and brands are well known and respected and contribute directly to cash flow.
Every half year, purchased intangible assets are examined to see whether they still fall into the indefinite life category. Where certain indications suggest that a particular asset has a finite remaining life, it will be from then on be amortised over the remaining life.
This means that, overall, titles, goodwill and certain property rights, all of which have an indefinite life, are not amortised, but subject to an annual impairment test.
For the purpose of impairment testing, intangible assets and goodwill with indefinite useful lives are allocated to a number of cash generating units (CGU). Each CGU represents an identifiable group of assets at a country level having a similar risk profile, which generates cash inflows which are largely independent of the cash inflows from other asset categories. Due attention is paid here to the rapidly changing market situation in which various media channels and products interact strongly. The cash-generating units are defined based on the main cash inflows.
Carrying value of goodwill and intangible assets with indefinite lives:
| Cash generating unit in thousands of euros |
Intangible assets (*) | Goodwill | Total | Deferred tax liabilities |
Total (net after deferred tax liabilities) |
|---|---|---|---|---|---|
| News Belgium | 43,153 | 0 | 43,153 | 13,500 | 29,653 |
| News France | 177,827 | 27,201 | 205,028 | 55,819 | 149,209 |
| Lifestyle Belgium | 3,928 | 0 | 3,928 | 0 | 3,928 |
| Lifestyle France | 89,655 | 0 | 89,655 | 21,718 | 67,937 |
| Lifestyle other countries | 8,420 | 0 | 8,420 | 2,616 | 5,804 |
| Business Belgium | 16,193 | 0 | 16,193 | 479 | 15,714 |
| Business France | 43,709 | 3,857 | 47,566 | 11,277 | 36,289 |
| Free Press Belgium | 12,616 | 0 | 12,616 | 3,052 | 9,564 |
| Free Press France | 7,884 | 0 | 7,884 | 2,627 | 5,257 |
| Free Press other countries | 2,207 | 0 | 2,207 | 4 | 2,203 |
| Entertainment Belgium | 0 | 40,872 | 40,872 | 0 | 40,872 |
| 405,592 | 71,930 | 477,522 | 111,092 | 366,430 |
* Including € 394,327K titles en € 11,265K property rights.
Roularta Media Group owns, in addition to the intangible assets that are recognised and carried in the accounts, also unrecorded and internally developed titles: Knack, Knack Weekend, Knack Focus, Le Vif Weekend, Focus Vif, Sport/ Voetbalmagazine, Sport/Foot Magazine, Trends, Trends Style, Nest, Télépro, Grande, Plus Magazine, De Streekkrant, De Zondag, Steps City Magazine, Krant van West-Vlaanderen, De Weekbode, De Zeewacht, Kortrijks Handelsblad,... Other internally generated trade names include Media Club, Vlan.be, The Good Life, Focus Televisie, WTV, Kanaal Z/ Canal Z, JIM, VTM, 2BE and Q-music,...
The Group tests the value of intangible assets and goodwill with undefined lives annually for impairment, or more frequently where indications exist that these may have fallen in value. The test is based on the recoverable value of each CGU. At this level the book value is compared with its recoverable value (being the higher of fair value less costs to sell or value in use).
The Group has calculated the recoverable value of each CGU based on its value in use. For this it uses the discounted cash flow model. The future cash flows used in determining value in use are based on 5-year business plans, as approved by the board of directors. These business plans are based on historical data and future market expectations.
In the business plans that form the basis of impairment testing, management has included the following basic assumptions:
since the end of 2008. The revival already expected in 2011 failed to materialise. Management therefore decided to stagger this improvement in the business plans over the next five years. Advertising counts for 56% of Roularta Media Group's total sales revenue.
The residual value is determined based on a perpetuity formula which assumes a long-term growth in sales of 2% (2011: 2%). This is not higher than the long-term average growth rate of the media industry. The future cash flows are then discounted using an after-tax discount factor of 6.86% (2011: 7.73%, decrease mainly due to falling market interest rates). This discount factor is based on a WACC model in which the risk premium and gearing ratio are based on the profile of Roularta Media Group as a whole and on a group of comparable companies.
Since the local markets on which Roularta is present have similar risk and growth profiles, RMG management is of the opinion that the same assumptions (growth rate and WACC) can be applied to all CGUs. In this process the long-term growth rate has also been tested against a number of external sources and reflects expectations within the media world.
Actual cash flows could differ from the cash flows projected in the major strategic business plans if the basic assumptions change. The following reasonably possible changes in key underlying assumptions have been tested, even though their occurrence is deemed unlikely:
The French cash-generating units are the most sensitive. The management of Roularta Media Group is of the opinion that it is unable to provide further detailed information on sensitivities per individual CGU, as this information could be misused by competing groups.
Impairment losses were expressed on intangible assets in 2012 based on the calculation of the recoverable value (€ 11,467K before tax), on the Business France CGU. In 2011, impairment losses of € 12,211K (before tax) were recognised on intangible assets.
For goodwill, based on the above test, the recoverable value exceeds the carrying amount of the CGUs. Also in 2011 no impairment losses were booked.
| 2012 | in thousands of euros | Land and buildings |
Plant, machinery & equip ment |
Furniture and vehicles |
Leasing and other similar rights |
Other property, plant & equipment |
Assets under con struction |
Total |
|---|---|---|---|---|---|---|---|---|
| AT COST | ||||||||
| Balance at the end of the preceding period | 124,674 | 56,048 | 21,358 | 1,467 | 4,844 | 6 | 208,397 | |
| Movements during the period: | ||||||||
| - Acquisitions | 2,140 | 2,603 | 995 | 19 | 319 | 145 | 6,221 | |
| - Acquisitions through business combinations | 44 | 12 | 27 | 83 | ||||
| - Sales and disposals (-) | -816 | -1,158 | -27 | -126 | -2,127 | |||
| - Transfers from one heading to another | 69 | -11 | -58 | 0 | ||||
| At the end of the period | 126,814 | 57,879 | 21,276 | 1,448 | 5,006 | 151 | 212,574 | |
| DEPRECIATION AND IMPAIRMENT LOSS | ES | |||||||
| Balance at the end of the preceding period | 36,258 | 46,371 | 17,130 | 1,104 | 2,902 | 0 | 103,765 | |
| Movements during the period: | ||||||||
| - Depreciation | 4,932 | 3,480 | 1,379 | 156 | 551 | 10,498 | ||
| - Written down after sales and disposals (-) | -805 | -1,109 | -5 | -123 | -2,042 | |||
| - Transfers from one heading to another | 64 | -10 | -54 | 0 | ||||
| - Other increase / decrease | -9 | -9 | ||||||
| At the end of the period | 41,190 | 49,037 | 17,464 | 1,245 | 3,276 | 0 | 112,212 | |
| Net carrying amount at the end of the period | 85,624 | 8,842 | 3,812 | 203 | 1,730 | 151 | 100,362 | |
| Assets pledged as security | in thousands of euros | |
|---|---|---|
| Land and buildings pledged as security for liabilities (mortgage included) | 20,791 | |
| Leased property, plant and equipment of which the finance lease liabilities are secured by the | 203 |
Land and buildings pledged as security for liabilities (mortgage included) 20,791 Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets
The heading 'leasing and other similar rights' comprises machines with a carrying amount of € 4K (Regionale Media Maatschappij), radio masts of JOE fm with a carrying amount of € 170K and vehicles of a number of group companies with a carrying amount of € 29K.
| 2011 | in thousands of euros | Land and buildings |
Plant, machinery & equip ment |
Furniture and vehicles |
Leasing and other similar rights |
Other property, plant & equipment |
Assets under con struction |
Total |
|---|---|---|---|---|---|---|---|---|
| AT COST | ||||||||
| Balance at the end of the preceding period | 123,679 | 56,378 | 21,254 | 1,433 | 4,747 | 516 | 208,007 | |
| Movements during the period: | ||||||||
| - Acquisitions | 4,350 | 2,504 | 1,522 | 517 | 8,893 | |||
| - Acquisitions through business combinations | 2 | 30 | 34 | 4 | 70 | |||
| - Sales and disposals (-) | -3,640 | -2,836 | -1,409 | -424 | -2 | -8,311 | ||
| - Transfers from one heading to another | 281 | -39 | -508 | -266 | ||||
| - Other increase / decrease | 4 | 4 | ||||||
| At the end of the period | 124,674 | 56,048 | 21,358 | 1,467 | 4,844 | 6 | 208,397 | |
| depreciation and impairment losses | ||||||||
| Balance at the end of the preceding period | 32,474 | 45,349 | 17,103 | 928 | 2,767 | 0 | 98,621 | |
| Movements during the period: | ||||||||
| - Depreciation | 4,723 | 3,831 | 1,357 | 154 | 552 | 10,617 | ||
| - New consolidations | 1 | 28 | 22 | 4 | 55 | |||
| - Written down after sales and disposals (-) | -943 | -2,810 | -1,353 | -421 | -5,527 | |||
| - Transfers from one heading to another | -5 | -5 | ||||||
| - Other increase / decrease | 4 | 4 | ||||||
| At the end of the period | 36,258 | 46,371 | 17,130 | 1,104 | 2,902 | 0 | 103,765 | |
| Net carrying amount at the end of the period | 88,416 | 9,677 | 4,228 | 363 | 1,942 | 6 | 104,632 |
| Assets pledged as security | in thousands of euros | |
|---|---|---|
| Land and buildings pledged as security for liabilities (mortgage included) | 22,420 | |
| Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets |
363 |
| Participating interest | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| At the end of the preceding period | 333 | 417 | |
| Movements during the period: | |||
| - Acquisitions | 15 | ||
| Movements in capital and reserves of the associated company: | |||
| - Share in the result for the financial period | -23 | -57 | |
| - Other changes | -41 | -27 | |
| At the end of the period | 284 | 333 |
A list of the investments accounted for using the equity method, including the name, country of incorporation and proportion of ownership interest is given in Note 37 of the consolidated financial statements.
The Group's share of assets and liabilities and of the profit of the associated companies is summarised below:
| Summarised financial information | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Total assets | 2,789 | 1,472 | |
| Total liabilities | 2,496 | 1,285 | |
| Sales | 4,432 | 3,523 | |
| Net result | -23 | -57 |
| I. AVAILABLE-FOR-SALE INVESTMENTS | ||
|---|---|---|
| in thousands of euros | 2012 | 2011 |
| AT COST | ||
| At the end of the preceding period | 1,594 | 2,691 |
| Movements during the period: | ||
| - Acquisitions | 1,592 | 288 |
| - Disposals (-) | -10 | |
| - Other increase / decrease | -15 | -1,375 |
| At the end of the period | 3,171 | 1,594 |
| IMPAIRMENT LOSS ES (-) |
||
| At the end of the preceding period | 0 | -1,375 |
| Movements during the period: | ||
| - Other increase / decrease | 1,375 | |
| At the end of the period | 0 | 0 |
| Net carrying amount at the end of the period | 3,171 | 1,594 |
All investments are considered as available for sale and are carried at fair value. The other increase/decrease in 2011 relates to the disposal of NV Cyber Press Publishing, on which an impairment loss was recognised in 2007 in the income statement upon liquidation of the company. Given the impossibility of reliably estimating the fair value of the other investments, financial assets for which there is no active market are valued at cost. This applies mainly to NV Roularta Media Group's investments in NV Omroepgebouw Flagey (€ 522K), in SA STM (€ 208K), CPP-INCOFIN (€ 124K), to the investment of SA Groupe Express-Roularta in Prestalis (€ 430K) and in MLP (€ 161K), to the investment of Roularta Media France in MédiaKiosk (€ 1,401K) and that of SA Senior Publications in Cyberlibris (€ 158K). The Group does not expect to dispose of these shares in the short term.
| in thousands of euros | 2012 | 2011 | |
|---|---|---|---|
| At amortised cost | |||
| At the end of the preceding period | 2,720 | 3,153 | |
| Movements during the period: | |||
| - Additions | 64 | ||
| - Acquisitions through business combinations | 58 | ||
| - Transfers from one heading to another | -27 | ||
| - Reimbursements | -116 | -433 | |
| At the end of the period | 2,699 | 2,720 | |
| IMPAIRMENT LOSS ES |
|||
| At the end of the preceding period | -376 | -376 | |
| Movements during the period: | |||
| - Impairment loss / reversal recognised in income | 18 | ||
| At the end of the period | -358 | -376 | |
| Net carrying amount at the end of the period | 2,341 | 2,344 | |
| Total | 5,512 | 3,938 |
The loans and guarantees include the not-eliminated part of receivables on companies which are proportionally consolidated (€ 634K), receivables on companies with which joint control is exercised (€ 640K) and various guarantees, a.o. rent guarantees (€ 1,425K). Interest rates at arm's length are applied on these outstanding loans. An impairment loss was recorded on a lease guarantee, where repayment is uncertain.
| I. Trade and other receivables, non current | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Other receivables | 1,794 | 2,036 | |
| Total trade and other receivables - non current | 1,794 | 2,036 |
Other receivables as at end 2012 relate first of all to loans granted to third parties with whom business relationships also exist. Market interest is charged here on outstanding loans. Other receivables also include a contractual claim under French social security legislation. At the end of the financial year, doubtful receivables are estimated based on an assessment of all outstanding amounts. Doubtful debtors are written off in the year in which they are identified as such.
| The movements during the period of the allowance for bad and doubtful debts (non current) are as follows: |
in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Net carrying amount at the end of the preceding period | 0 | 0 | |
| Net carrying amount at the end of the period | 0 | 0 |
| II. Trade and other receivables, current in thousands of euros |
2012 | 2011 |
|---|---|---|
| Trade receivables, gross | 171,963 | 177,741 |
| Allowance for bad and doubtful debts, current (-) | -9,041 | -6,762 |
| Invoices to issue and credit notes to receive (*) | 8,709 | 8,513 |
| Amounts receivable and debit balances suppliers | 886 | 683 |
| VAT receivable (*) | 8,061 | 8,923 |
| Other receivables, gross | 6,679 | 5,132 |
| Allowance for other receivables | -1,537 | -1,537 |
| Total trade and other receivables - current | 185,720 | 192,693 |
| (*) Not considered as financial assets as defined in IAS 32. | ||
| The analysis of the age of current trade receivables is as follows: in thousands of euros | 2012 | 2011 |
| Net carrying amount at the end of the period | 171,963 | 177,741 |
| - of which: | ||
| The analysis of the age of current trade receivables is as follows: in thousands of euros | 2012 | 2011 |
|---|---|---|
| Net carrying amount at the end of the period | 171,963 | 177,741 |
| - of which: | ||
| * not due and due less than 30 days | 119,554 | 129,552 |
| * due 30 - 60 days | 24,276 | 23,499 |
| * due 61 - 90 days | 10,631 | 8,763 |
| * due more than 90 days | 17,502 | 15,927 |
No write-down has been taken on financial assets that have fallen due at reporting date when collection is still deemed likely.
At the end of the financial year, doubtful receivables are estimated based on an assessment of all outstanding amounts. Doubtful debtors are written off in the year in which they are identified as such.
| The movements during the period of the allowance for in thousands of euros doubtful debts (trade receivables) are as follows: |
2012 | 2011 |
|---|---|---|
| Net carrying amount at the end of the preceding period | -6,762 | -6,552 |
| - Business combinations / business divestiture | -211 | 0 |
| - Amounts written off during the year | -6,139 | -3,462 |
| - Reversal of amounts written off during the year | 4,061 | 3,081 |
| - Receivables derecognised as uncollectible and amounts collected in the financial year |
10 | 171 |
| Net carrying amount at the end of the period | -9,041 | -6,762 |
In most Group companies, based on the year-end evaluation the provision from the end of the previous year is reversed and a new provision is recorded. Realised losses on receivables (also on receivables provisioned at the end of the previous financial year) are detailed in Note 7.
| The movements during the period of the allowance for doubtful debts (other receivables) are as follows: |
in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Net carrying amount at the end of the preceding period | -1,537 | -1,537 | |
| Net carrying amount at the end of the period | -1,537 | -1,537 |
| Recognised deferred tax assets and liabilities are attributable to: |
in thousands of euros | 2012 | 2011 | ||
|---|---|---|---|---|---|
| Deferred Tax Assets |
Deferred Tax Liabilities |
Deferred Tax Assets |
Deferred Tax Liabilities |
||
| Intangible assets | 1,466 | 113,574 | 1,721 | 116,416 | |
| Property, plant and equipment | 31 | 15,762 | 55 | 16,049 | |
| Available-for-sale investments, loans, guarantees | 16 | 5,028 | 16 | 5,030 | |
| Inventories | 4,247 | 3,284 | |||
| Trade and other receivables | 7 | 49 | 8 | ||
| Short-term investments | 216 | 175 | |||
| Deferred charges and accrued income | 216 | 175 | |||
| Treasury shares | 21 | 21 | |||
| Retained earnings | 53 | 2,678 | 30 | 2,859 | |
| Provisions | 943 | 18 | 9 | 54 | |
| Non-current employee benefits | 786 | 617 | |||
| Non-current financial debts | 649 | 354 | |||
| Non-current other payables | 47 | ||||
| Current trade debts | 45 | 61 | |||
| Taxes | 2,676 | 2,521 | |||
| Other payables | 952 | 9 | 1,611 | ||
| Total deferred taxes related to temporary differences | 4,517 | 144,972 | 4,242 | 146,824 | |
| Tax losses | 27,689 | 24,008 | |||
| Tax credits | 2,479 | 659 | |||
| Set off tax | -27,844 | -27,844 | -23,713 | -23,713 | |
| Net deferred tax assets/liabilities | 6,841 | 117,128 | 5,196 | 123,111 |
Deferred tax assets have not been recognised in respect of tax losses for an amount of € 31,015K (2011: € 29,546K) and in respect of temporary differences of € 2K (2011: € 3K) because it is not probable that future taxable profit will be available against which they can be utilised.
Roularta Media Group recognised deferred tax assets amounting to € 1,616K (2011: € 2,470K) of affiliates which suffered losses in the current or previous period. Budgets, however, indicate that these affiliates will generate sufficient taxable profit in the near future to utilise the recognised deferred tax assets.
| in thousands of euros | 2012 | 2011 | ||
|---|---|---|---|---|
| Tax losses carried forward |
Tax credits | Tax losses carried forward |
Tax credits | |
| Year of expiration | ||||
| > 5 years | 458 | |||
| Without expiration date | 27,689 | 2,021 | 24,008 | 659 |
| Total deferred tax asset | 27,689 | 2,479 | 24,008 | 659 |
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Gross amount | ||
| Broadcasting rights | 38,330 | 35,430 |
| Raw materials | 8,341 | 8,805 |
| Work in progress | 850 | 998 |
| Finished goods | 1,896 | 1,773 |
| Goods purchased for resale | 2,492 | 2,183 |
| Real estate for sale | 197 | 191 |
| Advance payments | 6,920 | 7,722 |
| Contracts in progress | 2,237 | 1,593 |
| Total gross amount (a) | 61,263 | 58,695 |
| Write-downs and other reductions in value (-) | ||
| Broadcasting rights | -757 | -169 |
| Raw materials | -305 | -371 |
| Finished goods | -499 | -247 |
| Goods purchased for resale | -820 | -541 |
| Real estate for sale | -14 | |
| Total write-downs (b) | -2,395 | -1,328 |
| Carrying amount | ||
| Broadcasting rights | 37,573 | 35,261 |
| Raw materials | 8,036 | 8,434 |
| Work in progress | 850 | 998 |
| Finished goods | 1,397 | 1,526 |
| Goods purchased for resale | 1,672 | 1,642 |
| Real estate for sale | 183 | 191 |
| Advance payments | 6,920 | 7,722 |
| Contracts in progress | 2,237 | 1,593 |
| Total carrying amount at cost (a+b) | 58,868 | 57,367 |
| I. Short-term investments | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| AT COST | |||
| At the end of the preceding period | 3,154 | 2,985 | |
| Movements during the period: | |||
| - Additions | 40,762 | 840 | |
| - Reimbursements and sales | -870 | -671 | |
| At the end of the period | 43,046 | 3,154 | |
| FAIR VALUE ADJUSTM ENTS |
|||
| At the end of the preceding period | -428 | -365 | |
| Movements during the period: | |||
| - Increase from fair value adjustments | 83 | 80 | |
| - Decrease from fair value adjustments (write-down) | -612 | -714 | |
| - Reimbursements and sales | 739 | 571 | |
| At the end of the period | -218 | -428 | |
| Net carrying amount at the end of the period | 42,828 | 2,726 |
The short-term investments relate on the one hand to life capital plans that are considered as financial assets at fair value through profit and loss. In 2012, € 82K (2011: € 80K) was recognised through profit and loss related to the fair value adjustment of these short-term investments.
In addition, there were in 2012 also long-term investments (€ 40,042K), including the investment of the unused balance of the new loan.
Finally the short-term investments consist of rights to the producer's share in net income under a tax shelter agreement. On these, valuation allowances are recorded, where applicable, to reflect the evolution of the market value.
| II. Cash and cash equivalents | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Bank balances | 34,949 | 26,952 | |
| Short-term deposits | 674 | 4,961 | |
| Cash at hand | 61 | 65 | |
| Total cash and cash equivalents | 35,684 | 31,978 |
At 31 December 2012, the issued capital amounted to € 203,225K (2011: € 203,225K) represented by 13,141,123 (2011: 13,141,123) fully paid-in ordinary shares. These are no-par shares.
At 31 December 2012 the Group owns 657,850 own shares (2011: 657,850).
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Share premium | 304 | 304 |
| Costs of issuance and equity increase (net after deferred taxes) | -1,253 | -1,237 |
| Reserves for share-based payments | 5,867 | 5,489 |
| Total capital reserves | 4,918 | 4,556 |
| The reserves for share-based payments relate to the share options allocated as described in Note 22. | ||
| Revaluation reserves | ||
| in thousands of euros | 2012 | 2011 |
| Hedging reserves | -190 | -121 |
| Total revaluation reserves | -190 | -121 |
| Hedging reserves in thousands of euros |
2012 | 2011 |
| At the end of the preceding period | -121 | 120 |
| Gains / losses on cash flow hedges | 171 | 1,253 |
| Recognition in profit and loss | 185 | -1,618 |
| Taxes related to gains / losses on cash flow hedges recognised in equity | -121 | 124 |
| Transfer to profit and loss | -460 | |
| Taxes related to gains / losses on cash flow hedges transferred to profit and loss | 156 | |
| At the end of the period | -190 | -121 |
Changes in the fair value of hedging instruments designated as effective cash flow hedges are calculated and recognised directly in equity on a half-yearly basis.
Various subscription rights and stock option plans have been issued by NV Roularta Media Group with the intention of allowing management and executive employees to benefit from the growth of the company and the evolution of the Roularta share. All subscription rights and stock option plans are settled in equity instruments, whereby each plan provides that one option or one subscription right entitles its holder to one Roularta share against payment of the exercise price. Options become unconditional when the employment contract or directorship has not ended at the time of the next exercise period. An overview of existing subscription rights and stock option plans follows.
Overview of the subscription rights to be exercised offered to the management and executive employees:
| Year of offering | Subscription rights offered |
Subscription rights granted |
Subscription rights to be exercised |
Exercise price in € |
First exercise period | Last exercise period |
|---|---|---|---|---|---|---|
| 2001 | 200,000 | 114,600 | 29,613 | 20.13 01/12 - 30/12/2005 10/09 - 10/10/2014 | ||
| 200,000 | 114,600 | 29,613 |
| Details of the subscription rights outstanding during the year are as follows: |
2012 2011 |
|||
|---|---|---|---|---|
| Number of subscription rights |
Weighted average exercise price in € |
Number of subscription rights |
Weighted average exercise price in € |
|
| Outstanding at the beginning of the year | 29,713 | 20.13 | 38,896 | 20.13 |
| Forfeited during the year | -100 | 20.13 | ||
| Exercised during the year | -9,183 | 20.13 | ||
| Outstanding at the end of the year | 29,613 | 20.13 | 29,713 | 20.13 |
The Appointments and Remuneration Committee decides on the allocation of the option plans as a function of executives' and managers' performance, their contribution to achieving Group objectives and their commitment to the longterm development of Group strategy. The exercise price of an option is determined on the basis of the average closing price of the share during the thirty days prior to the option offering date or at the price corresponding to the last closing price preceding the offering date. The vesting period of the share options is stated in the schedule below-mentioned. If the share option remains unexercised during the last exercise period, the share option expires. The share options which are not yet exercisable are forfeited if a member of management or an executive employee leaves the company before the last exercise period, except in case of retirement or decease.
Overview of the stock option plans to be exercised offered to the management and executive employees:
| Year of offering | Options offered |
Options granted |
Options to be exercised |
Exercise price in € |
First exercise period | Last exercise period |
|---|---|---|---|---|---|---|
| 2000 | 125,500 | 119,305 | 91,494 | 65.00 01/01 - 30/04/2004 01/01 - 22/05/2013 | ||
| 2001 | 82,125 | 73,575 | 12,752 | 18.20 01/01 - 26/06/2005 01/01 - 25/08/2014 | ||
| 2002 | 50,000 | 33,500 | 9,950 | 21.93 01/01 - 30/06/2006 01/01 - 31/12/2015 | ||
| 2003 | 10,000 | 10,000 | 6,000 | 27.00 01/01 - 31/12/2007 01/01 - 10/10/2013 | ||
| 2003 | 2,500 | 2,500 | 2,500 | 26.00 01/01 - 31/12/2007 01/01 - 02/07/2013 | ||
| 2006 | 300,000 | 267,050 | 219,750 | 53.53 01/01 - 31/12/2010 01/01 - 31/12/2021 | ||
| 2008 | 300,000 | 233,650 | 188,150 | 40.00 01/01 - 31/12/2012 01/01 - 31/12/2023 | ||
| 2009 | 269,500 | 199,250 | 162,250 | 15.71 01/01 - 31/12/2013 01/01 - 31/12/2019 | ||
| 1,139,625 | 938,830 | 692,846 |
| 2012 | 2011 | |||
|---|---|---|---|---|
| Number of share options |
Weighted average exercise price in € |
Number of share options |
Weighted average exercise price in € |
|
| Outstanding at the beginning of the year | 726,110 | 40.59 | 803,115 | 40.12 |
| Granted during the year (settlement) | 3,000 | 27.00 | ||
| Forfeited during the year | -33,264 | 30.38 | -75,850 | 36.18 |
| Exercised during the year | -4,155 | 19.68 | ||
| Outstanding at the end of the year | 692,846 | 41.08 | 726,110 | 40.59 |
| Exercisable at the end of the year | 393,456 | 240,085 |
During the year, no share options were exercised. During the year 2011, 4,155 share options were exercised. The share options outstanding at the end of the year have a weighted average remaining term of 7.6 years.
To meet potential liabilities arising from share options, the company introduced in the past a programme to purchase its own shares to enable it to partly meet these future options.
In 2012 the Group recognised € 378K (2011: € 401K) as personnel cost relating to equity-settled share-based payment transactions. All stock option plans granted as of 7 November 2002 are recognised in profit and loss.
| 2012 Provisions, non current |
in thousands of euros | Legal proceeding provisions |
Environmental provisions |
Restructuring provisions |
Other provisions |
Total |
|---|---|---|---|---|---|---|
| At the end of the preceding period | 1,770 | 20 | 2,566 | 1,473 | 5,829 | |
| Movements during the period: | ||||||
| - Additional provisions | 396 | 11 | 1,090 | 3,316 | 4,813 | |
| - Acquisitions through business combinations | 780 | 80 | 860 | |||
| - Amounts of provisions used (-) | -601 | -15 | -2,677 | -490 | -3,783 | |
| - Unused amounts of provisions reversed (-) | -48 | -48 | ||||
| At the end of the period | 1,565 | 16 | 1,759 | 4,331 | 7,671 |
Provisions for pending disputes relate largely to disputes at NV De Streekkrant-De Weekkrantgroep, SA Groupe Express-Roularta and at NV Roularta Media Group. A description of the significant litigations can be found in Note 24. The environmental provisions relate to provisions for soil decontamination. The restructuring provisions relate for € 673K to the restructurings of French group companies and for € 1,086K to Belgian group companies. The other provisions include at end 2012 exceptional provisions set up during the year for the transfer of a printing press and for one-off fees.
| 2011 Provisions, non current |
in thousands of euros | Legal proceeding provisions |
Environmental provisions |
Restructuring provisions |
Other provisions |
Total |
|---|---|---|---|---|---|---|
| At the end of the preceding period | 2,648 | 22 | 2,888 | 1,483 | 7,041 | |
| Movements during the period: | ||||||
| - Additional provisions | 311 | 1,482 | 707 | 2,500 | ||
| - Transfers from one heading to another | -382 | 382 | 0 | |||
| - Amounts of provisions used (-) | -807 | -2 | -2,186 | -523 | -3,518 | |
| - Unused amounts of provisions reversed (-) | -194 | -194 | ||||
| At the end of the period | 1,770 | 20 | 2,566 | 1,473 | 5,829 |
NV De Streekkrant-De Weekkrantgroep is involved in a legal dispute with NV Kempenland in which damages of € 7,551K have been demanded for failure to fulfil a printing contract. Meanwhile the court expert has lodged his final report, in which the damage is estimated at € 3.9 million before interest. A provision of € 1,200K, based on the estimation of the cost by the board of directors, has already been set up for these proceedings, of which € 750K has already been paid into a frozen account.
NV Roularta Media Group is involved in proceedings before the trade court with its former business partner Bookmark. A provision of € 578K has been set up in respect of these proceedings.
At SA Groupe Express-Roularta a provision of € 306K was set up for pending litigation relating to published articles. On 30 December 2011 a writ was served on NV Roularta Media Group and NV Vogue Trading Video for damages allegedly suffered by SAS QOL and SAS QOL FI from non-compliance with contractual obligations. The total claim amounts to € 4.7 million. The management of Roularta Media Group has sufficient arguments to refute this claim. No provision has therefore been set up.
The special tax inspectorate proceeded in 2011 to collect the gambling tax which, in its view, is owed for 2009 and for the first quarter of 2010. The assessment (RMG's share) is € 0.5 million. An appeal against this assessment was lodged. Management, backed up by expert external advice, believes that there is no basis for this assessment and it has therefore not been recognised as a cost. Since 1 April 2010 there has been new legislation, which the Group is applying. Vlaamse Media Maatschappij NV has been negotiating for a considerable time with Telenet. A new distribution agreement has not yet been concluded.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Defined benefit plans | 6,499 | 5,206 |
| Redundancy payments | 335 | 255 |
| Other long-term employee benefits | 3,012 | 2,780 |
| Future tariff benefits on subscriptions | 629 | 609 |
| Employee retirement premiums | 857 | 731 |
| Jubilee premiums | 1,526 | 1,440 |
| At the end of the period | 9,846 | 8,241 |
Various defined benefit pension plans exist within the Group, whereby remuneration is dependent on the number of years' service and salary levels. For the Belgian plans the assets are held in funds as required by law. For each plan the pension costs are calculated separately by an actuary based on the 'projected unit credit' method. Using this method obligations in respect of previous years' service and built-up fund investments are calculated, with the difference between the two (net value) shown by the Group in the balance sheet.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| A. Amounts recognised in the balance sheet | ||
| 1. Net funded defined benefit plan obligation (asset) | 102 | 24 |
| 1.1. Present value of funded or partially funded obligation | 885 | 758 |
| 1.2. Fair value of plan assets (-) | -783 | -734 |
| 2. Present value of wholly unfunded obligation | 6,397 | 5,182 |
| Defined benefit plan obligation, total | 6,499 | 5,206 |
| B. Net expense recognised in income statement | ||
| 1. Current service cost | 314 | 261 |
| 2. Interest cost | 251 | 231 |
| 3. Expected return on plan assets (-) | -31 | -44 |
| 4. Net actuarial (gain) loss recognised | 807 | -377 |
| Net expense recognised in income statement | 1,341 | 71 |
| C. Movements in the present value of the defined benefit plan obligation | ||
| Present value of the defined benefit plan obligation, beginning balance | 5,940 | 6,584 |
| 1. Current service cost | 314 | 261 |
| 2. Interest cost | 251 | 231 |
| 3. Net actuarial (gain) loss recognised | 809 | -452 |
| 4. Contribution by the plan's participants | 22 | 27 |
| 5. Benefits paid (-) | -54 | -711 |
| Present value of the defined benefit plan obligation, ending balance | 7,282 | 5,940 |
| D. Movements in the fair value of plan assets | ||
| Fair value of plan assets, beginning balance | 734 | 1,394 |
| 1. Expected return on plan assets | 31 | 44 |
| 2. Actuarial gains (losses) | 2 | -75 |
| 3. Contributions by employer | 40 | 47 |
| 4. Contribution by the plan's participants | 21 | 26 |
| 5. Benefits paid (-) | -45 | -702 |
| Fair value of plan assets, ending balance | 783 | 734 |
| Actual return on plan assets | 32 | 27 |
| E. Principal actuarial assumptions | ||
| 1. Discount rate | 2.9% | 4.14% |
| 2. Expected return on plan assets | 4.2% | 4.0% |
| 3. Expected rate of salary increase | 1.0% | 1.0% |
| 4. Future defined benefit increase | 2.0% | 2.0% |
E. Principal actuarial assumptions
190
| in thousands of euros | 2012 | 2011 | 2010 | 2009 |
|---|---|---|---|---|
| Present value of defined benefit obligation | 7,282 | 5,940 | 6,584 | 5,423 |
| Fair value of plan assets | 783 | 734 | 1,394 | 1,300 |
| Deficit / (surplus) | 6,499 | 5,206 | 5,190 | 4,123 |
| Experience adjustments on plan liabilities | 809 | -452 | 602 | -986 |
| Experience adjustments on plan assets | 2 | -75 | -44 | 8 |
For defined benefit pension plans a defensive investment strategy is applied, with investment mainly in fixed income securities, so as to guarantee the safety, return and liquidity of the investments, with judicious diversification and spread of investments.
The major categories of plan assets, and the percentage that each major category constitutes of the fair value of the total plan assets, is as follows:
| 2012 | 2011 | |
|---|---|---|
| Fixed income securities and cash | 88% | 87% |
| Equity instruments | 6% | 5% |
| Property | 6% | 8% |
The Group expects to make a contribution of € 42K to the defined benefit plans in 2013.
There exist several defined contribution plans within the Group. Except for the guaranteed contributions paid to the insurance company, the Group has no liabilities. When an employee has rendered service to an entity during a period, the entity recognises the contribution payable to a defined contribution plan in exchange for that service. The expenses recognised related to the defined contribution plans amount to € 3,896K (2011: € 3,641K).
We refer to Note 22.
| 2012 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Financial debts | Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |
| Debentures | 99,718 | 99,718 | ||||
| Convertible debentures | 7,386 | 7,386 | ||||
| Finance leases | 176 | 64 | 9 | 249 | ||
| Credit institutions | 18,867 | 3,977 | 6,513 | 11,312 | 40,669 | |
| Other loans | 10 | 10 | 5 | 25 | ||
| Total financial debts according to their maturity | 19,053 | 4,051 | 13,913 | 111,030 | 148,047 |
| 2011 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Financial debts | Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |
| Debentures | 50,754 | 50,754 | ||||
| - Recognition at transaction exchange rate | 54,154 | 54,154 | ||||
| - Revaluation at the balance sheet closing rate | -3,400 | -3,400 | ||||
| Derivatives | 2,763 | 2,763 | ||||
| Convertible debentures | 10,758 | 10,758 | ||||
| Finance leases | 183 | 174 | 62 | 419 | ||
| Credit institutions | 19,097 | 18,462 | 8,413 | 13,341 | 59,313 | |
| Other loans | 10 | 10 | 5 | 25 | ||
| Total financial debts according to their maturity | 19,290 | 18,646 | 72,750 | 13,346 | 124,032 |
In September 2012, RMG carried out a public bond offering. With an issue date of 10 October 2012, this six-year, e100 million bond offered a fixed annual gross interest rate of 5.125%.
A portion of the proceeds of this bond was used to prepay the US Private Placement (USD 66,151K).
The IRCS contract that was concluded to hedge the interest rate and currency relating to this US Private Placement was also terminated early.
The company's lenders have imposed covenants relating to the debt ratio (net financial debt/EBITDA), interest coverage (EBITDA/net financing expenses), gearing (net debt/equity), solvency and dividends.
The guaranteed debts included in the financial debts can be summarised as follows (in thousands of euros): Finance leases 249 Credit institutions 10,239
These are guaranteed by (in thousands of euros): Mortgages registered on the Group's land and buildings 12,918 Pledges 3,525
For further information on the Group's exposure to interest and exchange rate risks, see Note 30. Financial Instruments – Risks and fair value.
| 2012 in thousands of euros |
Current | Non current | |||
|---|---|---|---|---|---|
| Trade and other payables | Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total |
| Trade payables | 173,145 | 2,184 | 175,329 | ||
| Advances received | 49,744 | 49,744 | |||
| Current employee benefits | 38,695 | 38,695 | |||
| - of which payables to employees | 27,747 | 27,747 | |||
| - of which payables to Public Administrations | 10,948 | 10,948 | |||
| Taxes | 7,415 | 7,415 | |||
| Other payables | 20,242 | 115 | 156 | 20,513 | |
| Accrued charges and deferred income | 6,956 | 6,956 | |||
| Total amount of payables according to their maturity | 296,197 | 2,184 | 115 | 156 | 298,652 |
| 2011 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Trade and other payables | Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |
| Trade payables | 156,057 | 1,661 | 157,718 | |||
| Advances received | 50,421 | 50,421 | ||||
| Current employee benefits | 37,972 | 37,972 | ||||
| - of which payables to employees | 27,396 | 27,396 | ||||
| - of which payables to Public Administrations | 10,576 | 10,576 | ||||
| Taxes | 15,699 | 15,699 | ||||
| Other payables | 20,059 | 122 | 10 | 188 | 20,379 | |
| Accrued charges and deferred income | 4,102 | 4,102 | ||||
| Total amount of payables according to their maturity | 284,310 | 1,783 | 10 | 188 | 286,291 |
| Current trade payables | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Trade payables | 106,190 | 92,025 | |
| Bills of exchange payable | 2,543 | 753 | |
| Invoices to be received / credit notes to issue (*) | 63,503 | 62,657 | |
| Credit balances trade receivables | 909 | 622 | |
| Total current trade payables | 173,145 | 156,057 | |
| Current other receivables | in thousands of euros | 2012 | 2011 |
| Indirect tax payable (*) | 16,250 | 14,041 | |
| Derivatives with negative fair value | 1,837 | 4,788 | |
| Other payables | 2,155 | 1,230 | |
| Total current other payables | 20,242 | 20,059 |
Indirect taxes relate primarily to VAT, advance income tax and provincial and municipal taxes.
| Accrued charges and deferred income | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Accrued interest | 1,526 | 1,111 | |
| Accrued charges and deferred income (*) | 5,249 | 2,726 | |
| Carrying amount of government grants recognised (*) | 181 | 265 | |
| Total accrued charges and deferred income | 6,956 | 4,102 | |
| (*) No financial liability as defined in IAS 32. |
NOT E 28 - FINANCE and OPERATING LEASES
| I. FINANCE LEASES | |||||
|---|---|---|---|---|---|
| Present value of minimum lease payments |
Minimum lease payments |
||||
| in thousands of euros | 2012 | 2011 | 2012 | 2011 | |
| No later than 1 year | 176 | 183 | 188 | 207 | |
| Later than 1 year and not later than 5 years | 73 | 236 | 76 | 246 | |
| 249 | 419 | 264 | 453 | ||
| Less future finance charges | -15 | -34 | |||
| Present value of minimum lease payments | 249 | 419 | 249 | 419 | |
| Included in the financial debt as: | |||||
| Current finance lease | 176 | 183 | |||
| Non-current finance lease | 73 | 236 | |||
| 249 | 419 |
The finance lease arrangements held by the Group relate mainly to broadcasting masts, machines and vehicles.
At JOE fm a financial lease for broadcasting masts was concluded on 1 May 2004. This agreement runs for 10 years, and is thereafter tacitly renewed for further five-year periods. The period of notice is 12 months. In the event of the (partial) suspension, by withdrawal or change, of any permit, authorisation, permission or recognition, the obligation to pay the agreed amount continues, with the exception of the variable part of the costs connected with energy consumption or other costs not incurred by the lessor during the suspension in fulfilling its obligations under the lease agreement.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
Interest recognised as an expense in the period related to finance lease 23 33
The interest portion of the financial lease is charged to income over the term of the lease.
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Lease payments recognised as an expense in the period | 23,805 | 22,831 |
The Group mainly rents buildings, machines, company cars and office equipment. Operating lease payments are expressed in the income statement on a straight-line basis over the lease term.
| Non-cancellable future minimum operating lease payments | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| < 1 year | 20,831 | 18,988 | |
| 1 to 5 years | 67,517 | 70,543 | |
| > 5 years | 23,046 | 34,962 | |
| 111,394 | 124,493 |
The Group provides securities for obligations totalling € 5,700K (2011: € 6,150K), of which € 700K (2011: € 1,150K) relate to joint ventures. Pledges totalling € 3,524K (2011: € 3,872K) were given on business assets, € 1,000K (2011: € 1,000K) of which related to joint ventures.
Roularta Printing's contractual obligations to buy paper from third parties amount to € 4,925K (2011: € 3,586K). VMMa's contractual obligations amount to € 71,535K (2011: € 55,981K) and consist of contracted broadcasting rights.
There are no material contractual obligations to acquire property, plant and equipment.
In the exercise of its business activity the Group is exposed to currency, interest rate, credit and market risks. Derivatives are used to reduce the currency and interest risks.
The currency risks identified by management relate to the (expected) purchases in USD in the Audiovisual Media segment and to activities outside the euro-zone. Other than that the Group runs to some extent currency risks with respect to its operating activities. With regard to the purchases and the firm commitments to purchase film rights in USD in the Audiovisual Media segment, the Group uses foreign exchange contracts to hedge the risk of changes in the fair value of a recognised asset or liability, or a non-recognised definite undertaking in the context of its commercial activities. The forward contracts are viewed as fair value hedges as defined in IAS 39. These are valued at market value (\$ 137K payable in 2012 and € 196K receivable in 2011) and booked in the heading 'financial derivatives' under non-current assets or liabilities. The total notional amount of these forward contracts comes to USD 10,747K (2011: USD 11,665K). Despite these hedging instruments, fluctuations in the USD can have a limited impact on the Group's operating results. The operating currency risks to the Group from activities outside the euro-zone, that is Serbia, are very limited. The net cash flow from and to this entity, and its timing, is such that no significant currency positions have arisen from it.
As of 31 December 2012 there are no financing activities with a potential currency risk. Until early December 2012, there was the US Private Placement in USD, the balance of USD 66,151K of which was then repaid prior to maturity. To hedge the currency risk on both the principal and the (future) interest payments on this USD-denominated loan, the Group had taken out a foreign exchange future contract (Cross Currency Swap) maturing on the same date as the loan repayment and the associated interest payment. Given that the financial instrument hedged the entire currency risk, it was considered as a cash flow hedge and hedge reporting was applied. This foreign exchange future contract was also terminated before maturity at the start of December 2012. Upon initial recognition, this loan was converted into euros at the transaction rate. At balance sheet date it is valued at the balance sheet exchange rate. The difference between the amount of the loan at the original exchange rate and at the balance sheet exchange rate is recognised in the income statement. The related foreign exchange future contract is also converted at market value. Differences with the original market value or the value at balance sheet date are also recognised in the income statement. Upon repayment of the loan and the early termination of the forward currency contract, the unrealised exchange difference on this loan and the result on the forward contract were also taken through the profit and loss account. The translation differences on this USD loan recognised in the income statement during the financial year amount to - € 3,401K (2011: - € 1,618K). The change in the value of the foreign exchange future contract which is also recognised in the income statement is € 3,401K (2011: € 1,618K).
Management is of the opinion that, given the above-mentioned hedging of the foreign exchange risks, the risks of fluctuations in the fair value or in the future cash flows of financial instruments which impact the profit or equity as a result of exchange rate changes, are not material.
The maturity dates of the financial debts and liabilities are given in Note 26. The debentures and loans of credit institutions have fixed or variable interest rates. The table below summarises the effective interest rates at balance sheet date of these interest-bearing loans (debentures, convertible debentures and credit institutions) at 31 December 2012:
| Interest rate | in thousands of euros | Carrying amount | Effective interest rate |
|---|---|---|---|
| Fixed interest rate | 112,877 | from 4% to 6% | |
| Fixed interest rate with variable margin (*) | 20,486 | from 4% to 6% | |
| Variable interest rate, converted into fixed interest rate through hedging contracts, with variable margin (*) |
11,057 | from 5% to 6% | |
| Variable interest rate | 2,988 | from 3% to 5% |
As well as these loans, the Group had at 31 December 2012 overdrafts with credit institutions totalling € 365K. These carry variable market interest rates.
(*) Following the renegotiation of the bank covenants in 2009, the margin on these loans varies according to the debt ratio achieved.
The table below summarises the effective interest rates at balance sheet date of these interest-bearing loans (debentures, convertible debentures and credit institutions) at 31 December 2011:
| Interest rate | in thousands of euros | Carrying amount | Effective interest rate |
|---|---|---|---|
| Fixed interest rate | 17,108 | from 4% to 6% | |
| Fixed interest rate with variable margin (*) | 77,254 | from 4% to 6% | |
| Variable interest rate, converted into fixed interest rate through hedging contracts, with variable margin (*) |
23,464 | from 4% to 6.5% | |
| Variable interest rate | 2,366 | from 3% to 5% |
As well as these loans, the Group had at 31 December 2011 overdrafts with credit institutions totalling € 633K. These carry variable market interest rates.
(*) Following the renegotiation of the bank covenants in 2009, the margin on these loans varies according to the debt ratio achieved.
Loans towards joint ventures, which are recorded under other loans, have a fixed interest rate which is revisable after three or five years.
In order to hedge the risks of unfavourable interest rate fluctuations, the Group used financial instruments (IRS contracts and Cap Floor contracts).
The financial instruments which meet the requirements defined in IAS 39 and are therefore regarded as cash flow hedging contracts at 31/12/2012 can be summarised as follows:
Credit institutions: in order to limit the variable interest rate on various contracts, a number of IRS contracts have been concluded in a total notional amount of € 11,057K (2011: € 23,464K).
To hedge the interest rate risk on the aforementioned loan in USD, the Group had entered into an Interest Rate Swap, combined with the Cross Currency Swap to hedge the associated currency risk. This Interest Rate Swap had the effect of reducing the effective fixed interest rate on this loan to 4.75%. The cash flows relating to this contract coincided with the cash flows of the interest payment and redemption of this bond loan. This Interest Rate Swap was treated as a cash flow hedge and was terminated prior to maturity at the beginning of December 2012 with the repayment of the bond loan.
Alongside these are a number of contracts that do not meet the conditions of IAS 39 to be viewed as hedging contracts.
By the end of 2012, this relates to IRS contracts and an Index Swap contract with a total notional amount of € 89,000K (2011: USD 8,849K and € 99,781K).
The maturity dates of the notional amounts of these financial instruments, can be summarised as follows:
| 2012 | in thousands of euros | Current | Non current |
|---|---|---|---|
| Up to 1 year | 2 years 3 to 5 years |
||
| Interest Rate Swap | |||
| Cash flow hedge | 11,057 | ||
| No cash flow hedge | 4,000 | 75,000 | |
| Various contracts (Index Swap) | |||
| No cash flow hedge | 10,000 |
| Up to 1 year | 2 years | 3 to 5 years | |
|---|---|---|---|
| 66,151 | |||
| 2011 | Current | Non current | ||
|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | ||
| Cross Currency Interest Rate Swap | in thousands of USD | |||
| Currency Rate Swap - foreign exchange future contract - cash flow hedge |
66,151 | |||
| Interest Rate Swap - cash flow hedge | 66,151 | |||
| Interest Rate Currency Swap - no cash flow hedge | 8,849 | |||
| Interest Rate Swap | in thousands of euros | |||
| Cash flow hedge | 12,407 | 11,057 | ||
| No cash flow hedge | 2,100 | 4,000 | 75,000 | |
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) |
in thousands of euros | |||
| No cash flow hedge | 8,681 | 10,000 |
The fair value at balance sheet date of these financial instruments can be summarised as follows:
| 2012 | 2011 | |||||
|---|---|---|---|---|---|---|
| in thousands of euros | Asset | Liability | Asset | Liability | ||
| Cross Currency Interest Rate Swap | ||||||
| Currency Rate Swap - foreign exchange future contract - cash flow hedge |
-3,401 | |||||
| Interest Rate Swap - cash flow hedge | 637 | |||||
| Interest Rate Currency Swap - no cash flow hedge | -369 | |||||
| Interest Rate Swap | ||||||
| Cash flow hedge | -287 | -820 | ||||
| No cash flow hedge | 732 | -1,550 | -3,350 | |||
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | ||||||
| No cash flow hedge | 55 | -249 | ||||
| 787 | -1,837 | 637 | -8,189 |
The impact of the evolution in the market values (before taxes) of these financial instruments can be summarised as follows:
| 2012 in thousands of euros |
Evolution market values |
Recognised in equity |
Recognised in profit and loss |
|---|---|---|---|
| Cross Currency Interest Rate Swap | |||
| Currency Rate Swap - foreign exchange future contract | 3,401 | 3,401 | |
| Interest Rate Swap - cash flow hedge | -637 | -637 | |
| Interest Rate Currency Swap - no cash flow hedge | 369 | 369 | |
| Interest Rate Swap | |||
| Cash flow hedge | 533 | 533 | |
| No cash flow hedge | 2,532 | 2,532 | |
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | |||
| No cash flow hedge | 304 | 304 | |
| 6,502 | -104 | 6,606 |
As specified above, an exchange difference on the USD borrowing has also been recognised in the income statement in an amount of - € 3,401K.
| 2011 in thousands of euros |
Evolution market values |
Recognised in equity |
Recognised in profit and loss |
|---|---|---|---|
| Cross Currency Interest Rate Swap | |||
| Currency Rate Swap - foreign exchange future contract | 1,618 | 1,618 | |
| Interest Rate Swap - cash flow hedge | -968 | -968 | |
| Interest Rate Currency Swap - no cash flow hedge | 88 | 88 | |
| Interest Rate Swap | |||
| Cash flow hedge | 603 | 603 | |
| No cash flow hedge | 742 | 742 | |
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | |||
| No cash flow hedge | 162 | 162 | |
| 2,245 | -365 | 2,610 |
As specified above, an exchange difference on the USD borrowing has also been recognised in the income statement in an amount of - € 1,618K.
The changes which have been recognised in the income statement are included under the financial results.
Given the above-mentioned hedge contracts, which limit the interest risk, we have examined to what extent a general rise or fall of 100 basis points applied to all loan periods would influence the interest cost recorded in 2012. This calculation shows that a general rise of 100 basis points in the interest rate on loans, applied equally to all loan periods, would increase the interest expense for 2012 by € 199K, while a general decrease of 100 basis points in the interest rate, applied equally to all loan periods, would decrease the interest expense for 2012 by € 205K. These changes in the interest expense would be influenced as follows by the outstanding cash flow hedging contracts: in the event of a general 100 basis points increase in the interest rate on loans, this would give a net fall in the pre-tax result of € 10K, while a general fall of 100 basis points in the interest rate would result in a rise of pre-tax result by a net € 17K.
The Group is exposed to credit risk on its customers, which could lead to credit losses. To control this credit risk, credit investigations are performed on customers which request major credit facilities. Where the outcome is negative, credit is refused or restricted. In addition, the Group also uses trade finance instruments, such as letters of credit, to cover its credit risk and credit insurances are concluded for a limited percentage of the foreign clients of the printing works. There was no significant concentration of credit risks with a single counterparty at 31 December 2012. Despite RMG's intention of limiting its credit risk, it can face a deterioration of the creditworthiness of its customers. Any failure to conclude a credit insurance policy with respect to certain customers can have a material adverse effect on RMG's business, financial condition and/or results. The carrying value of the financial assets presents the Group's maximum exposure to credit risk. The carrying value is reported including impairments. An overview of this carrying value can be found under item F. below. Impairment charges are detailed in Note 17.
An analysis of the maturity dates of the financial liabilities can be found in Note 26. RMG's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect RMG's liquidity position. Any breach of covenants can lead to the loans being immediately due and payable. The Group expects to meet its obligations through operating cash flows. In addition, the Group has various short-term credit lines for a total amount of e 71,828K. These credit lines form an additional working capital buffer. There is for these credit facilities by the lenders no specific maturity guaranteed.
RMG manages the cash and financing flows and the resulting risks through a treasury policy at group level. In order to optimise the equity positions and minimise the related interest expenses, the cash flows of the subsidiaries within the Group are centralised as far as possible in a cash pool.
Roularta Media Group is constantly seeking to improve its balance sheet structure (combination of debt and equity). The main objective of its balance sheet structure is to maximise shareholder value whilst retaining the desired financial flexibility for undertaking strategic projects. In analysing the balance sheet structure we use the IFRS classifications for distinguishing between equity and debt.
The fair value and carrying amount of the recognised financial assets and liabilities amount to:
| 2012 | 2011 | ||||
|---|---|---|---|---|---|
| in thousands of euros | Note | Carrying amount |
Fair value | Carrying amount |
Fair value |
| Non-current assets | |||||
| Available-for-sale investments, loans and guarantees |
16 | 5,512 | 5,512 | 3,938 | 3,938 |
| Trade and other receivables | 17 | 1,794 | 1,794 | 2,036 | 2,036 |
| Financial derivatives | 196 | 196 | |||
| Current assets | |||||
| Trade and other receivables | 17 | 168,950 | 168,950 | 175,257 | 175,257 |
| Short-term investments | 20 | 42,828 | 42,828 | 2,726 | 2,726 |
| Cash and cash equivalents | 20 | 35,684 | 35,684 | 31,978 | 31,978 |
| Non-current liabilities | |||||
| Financial debts | 26 | -128,994 | -121,747 | -104,742 | -95,764 |
| Trade payables | 27 | -2,184 | -2,184 | -1,661 | -1,661 |
| Other payables | 27 | -271 | -271 | -320 | -320 |
| Financial derivatives | -137 | -137 | |||
| Current liabilities | |||||
| Financial debts | 26 | -19,053 | -28,932 | -19,290 | -28,779 |
| Trade payables | 27 | -109,642 | -109,642 | -93,400 | -93,400 |
| Advances received | 27 | -49,744 | -49,744 | -50,421 | -50,421 |
| Other payables | 27 | -3,992 | -3,992 | -6,018 | -6,018 |
| Accrued interests | 27 | -1,526 | -1,526 | -1,111 | -1,111 |
We mention below the main methods and assumptions used for estimating the fair values of financial instruments which are included in the overview.
Because no reliable estimate can be made of the fair values of the investments in this heading, financial assets for which no active market exists are valued at cost.
For amounts receivable and payable with original maturities of under one year, the nominal value is deemed to reflect the fair value, given the short maturities. For amounts receivable after one year it has been established that carrying value reflects the fair value.
The fair value of loans and finance leases is calculated based on the present value of the expected future cash flows of redemption and interest payments.
For short-term liabilities the nominal value is deemed to reflect the fair value, given the short maturities. For trade payables with terms of more than one year it has been established that the carrying value reflects the fair value. For financial derivatives the fair value is established on the basis of the market valuation at balance sheet date.
As of 31 December 2012, the Group held the following financial instruments measured at fair value:
| in thousands of euros | 31/12/2012 | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|---|
| Assets measured at fair value | |||||
| Short-term investments | 42,828 | 42,828 | |||
| Interest Rate Swap - no cash flow hedge | 732 | 732 | |||
| Index Swap - no cash flow hedge | 55 | 55 | |||
| Liabilities measured at fair value | |||||
| Financial derivatives: foreign currency exchange contracts | -137 | -137 | |||
| Interest Rate Swap - cash flow hedge | -287 | -287 | |||
| Interest Rate Swap - no cash flow hedge | -1,550 | -1,550 |
As of 31 December 2011, the Group held the following financial instruments measured at fair value:
| in thousands of euros | 31/12/2011 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Assets measured at fair value | ||||
| Short-term investments | 2,726 | 2,726 | ||
| Interest Rate Swap - cash flow hedge | 637 | 637 | ||
| Financial derivatives: foreign currency exchange contracts | 196 | 196 | ||
| Liabilities measured at fair value | ||||
| Currency Rate Swap - foreign exchange future contract - cash flow hedge |
-3,401 | -3,401 | ||
| Interest Rate Currency Swap - no cash flow hedge | -369 | -369 | ||
| Interest Rate Swap - cash flow hedge | -820 | -820 | ||
| Interest Rate Swap - no cash flow hedge | -3,350 | -3,350 | ||
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) |
-249 | -249 |
The following hierarchy is used for determining and disclosing the fair value of financial instruments by valuation technique:
During the reporting period, there were no transfers between the different levels.
The following major acquisitions with effect on the consolidated financial statements took place in 2012: On 9 January 2012 Roularta Media Group acquired 50% of the existing shares of ActuaMedica NV (formerly UBM Medica Belgium NV) for a fixed amount. By optimising the existing offering, maintaining the information offering and
reader service and enhancing the service to advertisers, this joint venture provides the best guarantee of a sustainable future for our country's medical press.
On 4 October 2012, Roularta Media Group and Twice (a 25% participation of Roularta Media Group) acquired 100% of the shares of Lejaeghere BVBA. Lejaeghere BVBA is the organiser of Open Bedrijvendag (Open Companies Day) and its Walloon counterpart Journée Découverte Entreprises. The Group also acquired the assets owned by the non-profit companies vzw Open Bedrijven and asbl Journée Découverte Entreprises. This acquisition fits perfectly with Roularta Media Group's 360° strategy. Roularta already boasts a strong business media presence with its magazines (including Trends/Trends-Tendances), websites Trends.be and Trendstop.be, business broadcasters Kanaal Z/Canal Z, the apps of Trends and Kanaal Z and a whole range of events such as Manager of the Year and Trends Gazelles.... and fairs like 'Entreprendre' and 'Ondernemen in Vlaanderen'. Open Bedrijvendag consolidates Roularta's market leadership in this segment. For this acquisition, the contract provides for a limited additional purchase price.
On 28 December 2012 Alphadistri SAS (a 100% subsidiary of Roularta Media Group, via Job Rencontres and Groupe Express-Roularta) acquired 100% of the shares of Kiwijob SARL for a fixed amount. Kiwijob SARL operates a Kiwidistrib website with job offers in general and specialised retail. This activity meshes with the activity of Alphadistri SAS, that operates the job website Distrijob.fr, and the Kiwidistrib website was integrated into Distrijob.fr.
The purchase price of the aforementioned acquisitions, including the estimated earn-out payable, amounts to € 1,837K. This was already paid at the end of 2012.
In 2011, Groupe Express-Roularta acquired 100% of the shares of Technologues Culturels SAS, Regionale Media Maatschappij acquired 50% of the shares of Web Producties NV and Roularta Media Group acquired 100% of the shares of New Bizz Partners SA.
The 2012 acquisitions were accounted for using the purchase method in accordance with IFRS 3 Business Combinations (revised).
The fair value of the assets and liabilities of the acquired subsidiaries on the date of acquisition and the amounts paid are presented as follows:
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| ASSETS | TOTAL | TOTAL |
| Non-current assets | 2,344 | 3,077 |
| Intangible assets | 2,004 | 3,051 |
| Property, plant and equipment | 84 | 15 |
| Available-for-sale investments, loans and guarantees | 58 | 5 |
| Deferred tax assets | 198 | 6 |
| Current assets | 6,160 | 983 |
| Inventories | 1,238 | |
| Trade and other receivables | 3,642 | 899 |
| Cash and cash equivalents | 1,106 | 79 |
| Deferred charges and accrued income | 174 | 5 |
| Total assets | 8,504 | 4,060 |
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| LIABILITIES | TOTAL | TOTAL |
| Non-current liabilities | 1,058 | 145 |
| Provisions | 968 | |
| Financial debts | 73 | 10 |
| Trade payables | 17 | |
| Other payables | 135 | |
| Current liabilities | 5,627 | 968 |
| Financial debts | 6 | 132 |
| Trade payables | 1,886 | 623 |
| Advances received | 1,402 | |
| Employee benefits | 393 | 36 |
| Taxes | 54 | |
| Other payables | 1,624 | 176 |
| Accrued charges and deferred income | 262 | 1 |
| Total liabilities | 6,685 | 1,113 |
| Total net assets acquired | 1,819 | 2,947 |
| Net assets acquired | 1,819 | 2,947 |
| Minority interests | 18 | |
| Consideration paid / to pay in cash and cash equivalents | 1,837 | 2,947 |
| Deposits and cash and cash equivalents acquired | -1,106 | -79 |
| Net cash outflow | 731 | 2,868 |
The share of these acquisitions in sales and net result of the Group is:
| in thousands of euros | Sales of the period | Net result of the period | |
|---|---|---|---|
| - ActuaMedica NV | 4,033 | 185 | |
| - activities Open Bedrijven / Journée Découverte | 1,656 | -327 | |
| - Kiwijob SARL | 0 | 0 |
Had these business combinations been effected at 1 January 2012, the sales of these business combinations would be € 5,692K and the net loss € 146K.
In 2012, there were no disposals of subsidiaries.
In 2011, there were no disposals of subsidiaries.
A list of joint ventures, including the name, country of incorporation, proportion of ownership interest, is given in Note 37 of the consolidated financial statements. The major joint ventures of the Group are VMMa NV (broadcasting station and radio), the senior magazines and the German acquisitions of 2008.
The share of all joint ventures in assets, liabilities, sales and net profit of the Group is as follows:
| in thousands of euros | 2012 | 2011 |
|---|---|---|
| Non-current assets | 88,410 | 86,222 |
| Current assets | 120,610 | 112,752 |
| Non-current liabilities | 19,039 | 16,556 |
| Current liabilities | 70,979 | 62,735 |
| Share in the Group's sales | 209,783 | 218,151 |
| Share in the Group's net profit | 16,576 | 20,668 |
Following significant events occurred after the balance sheet date:
On 19 February 2013 Groupe Express-Roularta (100% Roularta Media Group) announced in Paris a social plan. The intention is to reduce the group's wage bill in France by around 10% through reorganisation and restructuring. The whole process will take place in the course of 2013, with most of the effects not felt until 2014.
On 20 March 2013, Roularta Media Group acquired Coface Services Belgium. With an annual turnover of around € 6 million and forty staff, Coface Services Belgium is a very important player, with 25 years experience, in the business information market. Under the brand name B-information, Coface Services Belgium offers bespoke corporate information in four areas: B-marketing, B-finance, B-legal and B-collection. The purchase price is approximately half of annual turnover. This acquisition fits perfectly with Roularta Media Group's strategy of strengthening its current position on the Business Information market. Roularta is already highly active on this market through Trends Top.
Otherwise no major events have occurred which significantly affect the results and the financial position of the company.
The audit fees amount to € 418K. The fees of the auditor related to special services amount to € 58K. The fees payable to persons with whom the auditor is associated amount to € 28K for tax and legal advisory services.
| 2012 | in thousands of euros | Joint ventures | Associated companies |
Other related parties |
Total |
|---|---|---|---|---|---|
| I. Assets with related parties | 4,606 | 2,086 | 426 | 7,118 | |
| Available-for-sale investments, loans and guarantees | 634 | 634 | |||
| Loans | 634 | 634 | |||
| Current receivables | 3,972 | 2,086 | 426 | 6,484 | |
| Trade receivables | 3,349 | 1,486 | 426 | 5,261 | |
| Other receivables | 623 | 600 | 1,223 | ||
| II. Liabilities with related parties | 2,723 | 394 | 583 | 3,700 | |
| Financial liabilities | 19 | 0 | 0 | 19 | |
| Other payables | 19 | 19 | |||
| Payables | 2,704 | 394 | 583 | 3,681 | |
| Trade payables | 2,701 | 394 | 583 | 3,678 | |
| Other payables | 3 | 3 | |||
| III. Transactions with related parties | |||||
| Sale of goods | 1,569 | 1,569 | |||
| Rendering of services | 9,033 | 3,720 | 721 | 13,474 | |
| Receiving of services (-) | -5,705 | -2,058 | -2,850 | -10,613 | |
| Transfers under finance arrangements | -10 | 5 | -5 | ||
| IV. Key management personnel remunerations (including directors) | |||||
| 5,078 | |||||
| - of which short-term employee benefits | 4,677 | ||||
| - of which post-employment benefits | 170 | ||||
| - of which share-based payment expenses | 231 |
206
| Roeselare, Belgium | 100.00% |
|---|---|
| Paris, France | 100.00% |
| Roubaix, France | 100.00% |
| Paris, France | 100.00% |
| Paris, France | 100.00% |
| Brussels, Belgium | 100.00% |
| Kalmthout, Belgium | 100.00% |
| Belgrade, Serbia | 100.00% |
| Paris, France | 100.00% |
| Paris, France | 100.00% |
| Paris, France | 100.00% |
| Paris, France | 100.00% |
| Brussels, Belgium | 100.00% |
| Ljubljana, Slovenia | 100.00% |
| Roeselare, Belgium | 100.00% |
| Roeselare, Belgium | 100.00% |
| Roeselare, Belgium | 100.00% |
| Roeselare, Belgium | 100.00% |
| Roeselare, Belgium | 100.00% |
| Paris, France | 100.00% |
| Breda, The Netherlands | 100.00% |
| Brussels, Belgium | 100.00% |
| Paris, France | 100.00% |
| Paris, France | 100.00% |
| Roeselare, Belgium | 100.00% |
| Zagreb, Croatia | 100.00% |
| Roeselare, Belgium | 100.00% |
| Blandain, Belgium | 81.25% |
| Gentbrugge, Belgium | 81.25% |
| Gentbrugge, Belgium | 81.25% |
| Roeselare, Belgium | 80.00% |
| Roeselare, Belgium | 77.41% |
| Roeselare, Belgium | 74.67% |
| Paris, France | 68.50% |
| Paris, France | 51.00% |
| Terneuzen, The Netherlands | 40.80% |
| 2011 | in thousands of euros | Joint ventures | Associated companies |
Other related parties |
Total |
|---|---|---|---|---|---|
| I. Assets with related parties | 6,003 | 1,702 | 92 | 7,797 | |
| Available-for-sale investments, loans and guarantees | 661 | 0 | 0 | 661 | |
| Loans | 661 | 661 | |||
| Current receivables | 5,342 | 1,702 | 92 | 7,136 | |
| Trade receivables | 4,469 | 1,702 | 92 | 6,263 | |
| Other receivables | 873 | 873 | |||
| II. Liabilities with related parties | 3,128 | 295 | 211 | 3,634 | |
| Financial liabilities | 19 | 0 | 0 | 19 | |
| Other payables | 19 | 19 | |||
| Payables | 3,109 | 295 | 211 | 3,615 | |
| Trade payables | 3,109 | 295 | 211 | 3,615 | |
| III. Transactions with related parties | |||||
| Sale of goods | 1,826 | 1,826 | |||
| Rendering of services | 14,438 | 4,110 | 336 | 18,884 | |
| Receiving of services (-) | -6,463 | -2,150 | -2,456 | -11,069 | |
| Transfers under finance arrangements | -36 | -36 | |||
| IV. Key management personnel remunerations (including directors) | |||||
| 5,215 | |||||
| - of which short-term employee benefits | 4,694 | ||||
| - of which post-employment benefits | 155 | ||||
| - of which share-based payment expenses | 366 |
The Group has no assets, liabilities nor transactions with her shareholders NV Koinon, NV Cennini and SA Bestinver Gestión S.G.I.I.C.
Assets, liabilities and transactions with subsidiaries are fully eliminated in consolidation. Assets, liabilities and transactions with joint ventures are proportionally eliminated. The not-eliminated part is included in this heading. Assets, liabilities and transactions with associated companies are not eliminated in consolidation and are consequently fully included in this heading. The list with all subsidiaries, joint ventures and associated companies is to be found in Note 37. All other related parties are entities which are controlled by the key management of the Group or members of their close family, or entities in which these persons have a significant influence. Key management personnel remunerations were separately mentioned. There exist no guarantees related to the assets or liabilities towards the related parties, nor are write-downs registered.
All receivables and payables concern short-term receivables and payables which are settled at expiry date. All transactions concern normal commercial operations. Sales of the Group to these related parties are charged at normal tariffs. Purchases follow the usual procedure concerning selection of the supplier and applied prices.
There are no unsettled receivables nor payables with the key management.
The ultimate parent of the Group is Roularta Media Group NV, Roeselare, Belgium. As of 31 December 2012, 72 subsidiaries, joint ventures and associated companies are consolidated.
| 1. Fully consolidated companies | ||
|---|---|---|
| ROULARTA MEDIA GROUP NV | Roeselare, Belgium | 100.00% |
| A NOUS PARIS SAS | Paris, France | 100.00% |
| A NOUS PROVINCE SAS | Roubaix, France | 100.00% |
| ALPHADISTRI SAS | Paris, France | 100.00% |
| ANIMOTION SARL | Paris, France | 100.00% |
| BELGIAN BUSINESS TELEVISION NV | Brussels, Belgium | 100.00% |
| BIBLO-ROULARTA MEDICA NV | Kalmthout, Belgium | 100.00% |
| CITY MAGAZINE ROULARTA D.O.O. | Belgrade, Serbia | 100.00% |
| FORUM DE L'INVESTISSEMENT SA | Paris, France | 100.00% |
| GROUPE EXPRESS-ROULARTA SA | Paris, France | 100.00% |
| JOB RENCONTRES SA | Paris, France | 100.00% |
| KIWIJOB SARL | Paris, France | 100.00% |
| LE VIF MAGAZINE SA | Brussels, Belgium | 100.00% |
| MESTNE REVIJE D.O.O. | Ljubljana, Slovenia | 100.00% |
| NEW BIZZ PARTNERS NV | Roeselare, Belgium | 100.00% |
| PRESS NEWS NV | Roeselare, Belgium | 100.00% |
| REGIE DE WEEKKRANT NV | Roeselare, Belgium | 100.00% |
| ROULARTA IT-SOLUTIONS NV | Roeselare, Belgium | 100.00% |
| ROULARTA MANAGEMENT NV | Roeselare, Belgium | 100.00% |
| ROULARTA MEDIA FRANCE SA | Paris, France | 100.00% |
| ROULARTA MEDIA NEDERLAND BV | Breda, The Netherlands | 100.00% |
| ROULARTA PUBLISHING NV | Brussels, Belgium | 100.00% |
| STUDIO PRESS SAS | Paris, France | 100.00% |
| TECHNOLOGUES CULTURELS SAS | Paris, France | 100.00% |
| TER BEVORDERING VAN HET ONDERNEMERSCHAP IN BELGIË VZW | Roeselare, Belgium | 100.00% |
| TVOJ MAGAZIN D.O.O. - in liquidation | Zagreb, Croatia | 100.00% |
| WEST-VLAAMSE MEDIA GROEP NV | Roeselare, Belgium | 100.00% |
| JOURNÉE DÉCOUVERTE ENTREPRISES ASBL | Blandain, Belgium | 81.25% |
| LEJAEGHERE BVBA | Gentbrugge, Belgium | 81.25% |
| OPEN BEDRIJVEN VZW | Gentbrugge, Belgium | 81.25% |
| DE STREEKKRANT-DE WEEKKRANTGROEP NV | Roeselare, Belgium | 80.00% |
| ROULARTA PRINTING NV | Roeselare, Belgium | 77.41% |
| VOGUE TRADING VIDEO NV | Roeselare, Belgium | 74.67% |
| L'EXPRESS VENTURES SAS | Paris, France | 68.50% |
| PRÉLUDE ET FUGUE SARL | Paris, France | 51.00% |
| ZEEUWS VLAAMS MEDIABEDRIJF BV | Terneuzen, The Netherlands | 40.80% |
| ACTUAMEDICA NV | Roeselare, Belgium | 50.00% |
|---|---|---|
| AVENTIN IMMOBILIER SCI | Paris, France | 50.00% |
| BAYARD MEDIA GMBH & CO KG | Augsburg, Germany | 50.00% |
| BAYARD MEDIA VERWALTUNGS GMBH | Augsburg, Germany | 50.00% |
| BELGOMEDIA SA | Verviers, Belgium | 50.00% |
| CTR MEDIA SA | Evere, Belgium | 50.00% |
| DE WOONKIJKER NV | Antwerp, Belgium | 50.00% |
| FIRST MEDIA SA | Brussels, Belgium | 50.00% |
| HIMALAYA NV | Zaventem, Belgium | 50.00% |
| IDÉAT ÉDITIONS SA | Paris, France | 50.00% |
| J.M. SAILER GESCHÄFTSFÜHRUNGS GMBH | Nürnberg, Germany | 50.00% |
| J.M. SAILER VERLAG GMBH | Nürnberg, Germany | 50.00% |
| JOEfm NV | Vilvoorde, Belgium | 50.00% |
| MEDIA AD INFINITUM NV | Vilvoorde, Belgium | 50.00% |
| PARATEL NV | Vilvoorde, Belgium | 50.00% |
| PRESS PARTNERS BV | Baarn, The Netherlands | 50.00% |
| REGIONALE MEDIA MAATSCHAPPIJ NV | Roeselare, Belgium | 50.00% |
| ROULARTA BUSINESS LEADS NV | Roeselare, Belgium | 50.00% |
| SENIOR PUBLICATIONS DEUTSCHLAND GMBH & CO KG | Cologne, Germany | 50.00% |
| SENIOR PUBLICATIONS NEDERLAND BV | Baarn, The Netherlands | 50.00% |
| SENIOR PUBLICATIONS SA | Brussels, Belgium | 50.00% |
| SENIOR PUBLICATIONS VERWALTUNGS GMBH | Cologne, Germany | 50.00% |
| TVBASTARDS NV (formerly STUDIO-A NV) | Boortmeerbeek, Belgium | 50.00% |
| VERLAG DEUTSCHER TIERSCHUTZ-DIENST GMBH | Nürnberg, Germany | 50.00% |
| VLAAMSE MEDIA MAATSCHAPPIJ NV | Vilvoorde, Belgium | 50.00% |
| VOIX DU NORD L'ÉTUDIANT SA | Lille, France | 50.00% |
| REGIONALE TV MEDIA NV | Zellik, Belgium | 33.33% |
| 50+ BEURS & FESTIVAL BV | Arnhem, The Netherlands | 25.00% |
| LIVING & MORE VERLAG GMBH | Augsburg, Germany | 25.00% |
| MPLUS GROUP NV | Vilvoorde, Belgium | 25.00% |
| WEB PRODUCTIES NV | Tervuren, Belgium | 25.00% |
| 3. Consolidated using the equity method | ||
| REPROPRESS CVBA | Brussels, Belgium | 31.92% |
| PARTENAIRE DÉVELOPPEMENT SARL | Lyon, France | 25.00% |
| TWICE ENTERTAINMENT BVBA | Roeselare, Belgium | 25.00% |
| FEBELMA REGIE CVBA | Brussels, Belgium | 23.35% |
| MEDIAPLUS BV | Bussum, The Netherlands | 12.50% |
| NIEUWE UITGEVERS BV | Someren, The Netherlands | 12.50% |
| EUROCASINO NV - in liquidation | Brussels, Belgium | 19.00% |
|---|---|---|
| TWICE TECHNICS BVBA | Roeselare, Belgium | 18.75% |
• Acquisition of the remaining 8% in Mestne Revije D.O.O. on 4 July 2012.
• Starway NV: liquidated, liquidation closed on 30 March 2012.
• Senior Publications Netherlands BV, a 50% subsidiary of Roularta Media Group NV, acquired 25% of the shares of Nieuwe Uitgevers BV on 2 December 2011, with economic rights from 1 January 2012. Consequently Nieuwe Uitgevers BV is included from 2012 in the RMG consolidation by the equity method.
As required by law, we report to you on the performance of our mandate of statutory auditor. This report includes our report on the consolidated financial statements as defined below together with our report on other legal and regulatory requirements.
We have audited the accompanying consolidated financial statements of Roularta Media Group NV ('the company') and its subsidiaries (jointly 'the Group'), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated balance sheet as at 31 December 2012, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated balance sheet shows total assets of 938,436 (000) EUR and the consolidated income statement shows a consolidated loss (Group share) for the year then ended of 2,504 (000) EUR.
The board of directors is responsible for the preparation and fair presentation of consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud
Statutory auditor's report to the shareholders' meeting on the consolidated financial statements for the year ended 31 December 2012
or error. In making those risk assessments, the auditor considers internal control relevant to the Group's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements. We have obtained from the company's officials and the board
of directors the explanations and information necessary
for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin-
ion.
In our opinion, the consolidated financial statements of Roularta Media Group NV give a true and fair view of the Group's net equity and financial position as of 31 December 2012, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements.
In the framework of our mandate, our responsibility is to verify, for all significant aspects, the compliance with some legal and regulatory requirements. On this basis, we provide the following additional comment which does not modify the scope of our audit opinion on the consolidated financial statements:
• The directors' report on the consolidated financial statements includes the information required by law, is, for all significant aspects, in agreement with the consolidated financial statements and is not in obvious contradiction with any information obtained in the performance of our mandate.
Kortrijk, 10 April 2013
The statutory auditor DELOITTE Bedrijfsrevisoren / Réviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL
Represented by Frank Verhaegen Kurt Dehoorne
The following pages are extracts of the statutory annual accounts of Roularta Media Group NV, prepared under Belgian accounting policies.
The valuation rules applied in the statutory annual accounts differ substantially from the valuation rules applied in the consolidated annual accounts: the statutory annual accounts are based on Belgian accounting legislation, while the consolidated annual accounts are drawn up in accordance with the International Financial Reporting Standards.
Only the consolidated annual accounts as set forth in the preceding pages present a true view of the financial position and performance of the Roularta group.
The report of the board of directors to the general meeting of shareholders and the annual accounts of Roularta Media Group NV, as well as the auditor's report, will be filed with the National Bank of Belgium within the statutory stipulated periods. These documents are available on request from Roularta Media Group's Investor Relations Department and at www.roularta.be/en/investor-info.
The statutory auditor's report is unqualified and certifies that the non-consolidated annual accounts of Roularta Media Group NV, for the year ended 31 December 2012, give a true and fair view of the company's assets, liabilities, financial position and results in accordance with the accounting principles applicable in Belgium.
The annual accounts, which will be presented to the general meeting of shareholders of 21 May 2013, were approved by the board of directors of 22 March 2013.
The loss for the financial year 2012 available for appropriation was € 60,918,742.93 compared to a profit of € 11,612,203.70 for the financial year 2011. The profit carried forward from the previous financial year is € 5,156.77. The loss to be appropriated is consequently € 60,913,586.16.
The board of directors proposes to the general meeting of shareholders not to distribute a dividend over the financial year 2012.
Consequently the following appropriation of results will be proposed:
| Condensed statutory income statement | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Operating income | 277,522 | 296,345 | |
| Operating charges | -274,375 | -285,516 | |
| Operating profit | 3,147 | 10,829 | |
| Financial income | 18,786 | 19,105 | |
| Financial charges | -15,820 | -14,908 | |
| Profit on ordinary activities before taxes | 6,113 | 15,026 | |
| Extraordinary income | 54 | 1,466 | |
| Extraordinary charges | -67,091 | -3,584 | |
| Loss / profit for the period before taxes | -60,924 | 12,908 | |
| Transfer from deferred taxation | 13 | 15 | |
| Income taxes | -31 | -1,338 | |
| Loss / profit for the period | -60,942 | 11,585 | |
| Transfer from untaxed reserves | 23 | 27 | |
| Loss / profit for the period available for appropriation | -60,919 | 11,612 | |
| Appropriation account | in thousands of euros | 2012 | 2011 |
| Appropriation account | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Loss / profit to be appropriated | -60,914 | 11,615 | |
| Loss / profit for the period available for appropriation | -60,919 | 11,612 | |
| Profit brought forward | 5 | 3 | |
| Transfers from capital and reserves | 60,916 | 0 | |
| From reserves | 60,916 | 0 | |
| Transfers to capital and reserves | 0 | -7,241 | |
| To legal reserve | 0 | 581 | |
| To other reserves | 0 | 6,660 | |
| Result to be carried forward | -2 | -5 | |
| Profit to be carried forward | 2 | 5 | |
| Distribution of profit | 0 | -4,369 | |
| Dividends | 0 | 4,369 |
| ASSETS in thousands of euros |
2012 | 2011 |
|---|---|---|
| Fixed assets | 437,562 | 503,854 |
| Formation expenses | 43 | 245 |
| Intangible assets | 5,441 | 6,363 |
| Tangible assets | 14,463 | 14,587 |
| Financial assets | 417,615 | 482,659 |
| Current assets | 141,097 | 105,186 |
| Amounts receivable after more than one year | 0 | 275 |
| Stocks and contracts in progress | 683 | 1,081 |
| Amounts receivable within one year | 64,886 | 71,847 |
| Investments | 47,831 | 10,604 |
| Cash at bank and in hand | 24,726 | 18,749 |
| Deferred charges and accrued income | 2,971 | 2,630 |
| Total assets | 578,659 | 609,040 |
| LIABILITIES | in thousands of euros | 2012 | 2011 |
|---|---|---|---|
| Capital and reserves | 262,010 | 322,953 | |
| Capital | 203,225 | 203,225 | |
| Share premium account | 304 | 304 | |
| Legal reserve | 15,370 | 15,370 | |
| Reserves not available for distribution | 6,789 | 9,605 | |
| Untaxed reserves | 1,440 | 1,463 | |
| Reserves available for distribution | 34,880 | 92,980 | |
| Profit carried forward | 2 | 5 | |
| Investment grants | 0 | 1 | |
| Provisions and deferred taxation | 2,245 | 2,215 | |
| Creditors | 314,404 | 283,872 | |
| Amounts payable after more than one year | 171,168 | 143,115 | |
| Amounts payable within one year | 139,771 | 138,624 | |
| Accrued charges and deferred income | 3,465 | 2,133 | |
| Total liabilities | 578,659 | 609,040 |
krAnt vAn WEst-vlAAndErEn: 356,100 CIM readers, distribution 74,477 copies
knACk:
494,600 CIM readers, distribution 109,359 copies lE vIF/l'ExprEss: 407,200 CIM readers,
distribution 67,426 copies knACk WEEkEnd:
390,900 CIM readers, distribution 109,359 copies
lE vIF WEEkEnd:
215,200 CIM readers, distribution 67,426 copies knACk FoCus:
296,400 CIM readers, distribution 109,359 copies
FoCus vIF: 154,100 CIM readers, distribution 67,426 copies
trEnds:
197,600 CIM readers, distribution 40,255 copies
sport/voEtbAlmAgAZInE: 511,100 CIM readers, distribution 48,905 copies
plus bElgIum: 306,100 CIM readers, distribution 113,665 copies plus thE nEthErlAnds: 1,044,150 readers, distribution 278,473 copies plus gErmAny: distribution 251,976 copies
royAls: 126,200 CIM readers, distribution 25,085 copies tÉlÉpro: 469,100 CIM readers, distribution 122,181 copies
nEst: 495,100 CIM readers, distribution 131,624 copies Ik gA bouWEn & rEnovErEn: 173,000 CIM readers, distribution 15,010 copies grAndE: 126,500 CIM readers, distribution 10,693 copies bodytAlk: distribution 187,125 copies
ArtsEnkrAnt/JournAl du mÉdECIn: distribution 22,077 copies IndustrIE tEChnIsCh & mAnAgEmEnt: 25,600 CIM readers, distribution 23,914 copies dAtA nEWs: 39,600 CIM readers, distribution 18,168 copies grAFIsCh nIEuWs: distribution 5,200 copies
dE strEEkkrAnt/dE WEEkkrAnt: 2,674,900 CIM readers, distribution 2,539,813 copies dE ZondAg: 1,530,300 CIM readers,
distribution 586,951 copies
stEps CIty mAgAZInE: 499,900 CIM readers, distribution 710,127 copies
A nous pArIs: distribution 275,000 copies A nous lIllE: distribution 40,000 copies A nous lyon: distribution 40,000 copies A nous mArsEIllE: distribution 40,000 copies
CIty mAgAZInE: distribution 70,000 copies
CIty mAgAZInE: distribution 70,000 copies
l'ExprEss: 2,144,000 readers, distribution 433,031 copies l'ExprEss stylEs: 952,000 readers, distribution 433,031 copies
FrAnCE pEoplE mAgAZInE
poInt dE vuE: distribution 238,301 copies
FrAnCE busInEss mAgAZInEs
492,000 readers, distribution 138,775 copies l'EntrEprIsE: 352,000 readers, distribution 74,667 copies mIEux vIvrE votrE ArgEnt: 952,000 readers, distribution 218,323 copies
CÔtÉ Est: 453,000 readers,
distribution 48,557 copies
CÔtÉ sud: 970,000 readers,
distribution 110,746 copies
CÔtÉ ouEst: 871,000 readers, distribution 81,327 copies mAIson mAgAZInE: 1,174,000 readers, distribution 116,345 copies mAIson FrAnÇAIsE: 514,000 readers,
distribution 106,287 copies
IdEAt:
distribution 83,971 copies
studIo CInÉ lIvE: 855,000 readers, distribution 85,151 copies lIrE: distribution 66,059 copies ClAssICA: distribution 26,653 copies
l'ExprEss.Fr: 6,841,000 unique visitors per month CotEmAIson.Fr: 804,000 unique visitors per month l'EtudIAnt.Fr: 2,145,000 unique visitors per month
photogrAphs: fotostudio DSP, Christine Soler, Daniel Gerst
Interim declaration first quarter 2013 21 May 2013 Half year 2013 results 21 August 2013 Interim declaration third quarter 2013 18 November 2013 Full year 2013 results 17 March 2014 General Meeting 2013 20 May 2014
| Rik De Nolf | Jan Staelens | |
|---|---|---|
| Phone | +32 51 26 63 23 | +32 51 26 63 26 |
| Fax | +32 51 26 65 93 | +32 51 26 66 27 |
| [email protected] | [email protected] | |
| Website | www.roularta.be |
NV Roularta Media Group, Meiboomlaan 33, 8800 Roeselare, VAT BE 0434.278.896, RPR Kortrijk
(editorial offi ce) Raketstraat 50, 1130 Brussels
(advertising sales offi ce and Seminar Centre) Z.1. Researchpark 120, 1731 Zellik
RMG Head offi ce Meiboomlaan 33, 8800 Roeselare
Vlaamse Media Maatschappij Medialaan 1, 1800 Vilvoorde
| Income statement | in millions of euros | 2010 | 2011 | 2012 | Trend |
|---|---|---|---|---|---|
| Sales | 712 | 731 | 712 | -2.6% | |
| EBITDA (1) | 77 | 62 | 37 | -40.3% | |
| EBITDA - margin | 10.8% | 8.5% | 5.2% | ||
| REBITDA (2) | 81 | 70 | 47 | -33.2% | |
| REBITDA - margin | 11.4% | 9.6% | 6.6% | ||
| EBIT (3) | 57 | 35 | 5 | -86.3% | |
| EBIT - margin | 8.0% | 4.7% | 0.7% | ||
| REBIT (4) | 65 | 54 | 27 | -50.0% | |
| REBIT - margin | 9.1% | 7.4% | 3.8% | ||
| Net finance costs | -6 | -8 | -9 | +18.2% | |
| Operating profit after net finance costs | 51 | 27 | -4 | ||
| Income taxes | -19 | -12 | 1 | ||
| Equity method | 0 | 0 | 0 | ||
| Net profit of the consolidated companies | 32 | 15 | -3 | -120.1% | |
| Attributable to minority interest | 1 | 0 | 0 | ||
| Attributable to equity holders of RMG | 31 | 14 | -3 | ||
| Net profit attributable to equity holders of RMG - margin | 4.3% | 2.0% | -0.4% | ||
| Current net profit of the consolidated companies | 39 | 31 | 16 | -49.1% | |
| Current net profit of the consolidated companies - margin | 5.5% | 4.2% | 2.2% | ||
| Balance sheet | in millions of euros | 2010 | 2011 | 2012 | Trend |
| Non-current assets | 633 | 617 | 605 | -1.9% | |
| Current assets | 300 | 295 | 334 | +13.1% | |
| Balance sheet total | 933 | 912 | 938 | +2.9% | |
| Equity - Group's share | 345 | 351 | 345 | -1.9% | |
| Equity - minority interests | 14 | 13 | 12 | -5.3% | |
| Liabilities | 574 | 548 | 581 | +6.2% | |
| Liquidity (5) | 1.0 | 1.0 | 1.1 | +10.0% | |
| Solvency (6) | 38.5% | 39.9% | 38.0% | -4.8% | |
| Net financial debt | 111 | 89 | 70 | -22.2% | |
| Gearing (7) | 31.0% | 24.5% | 19.5% | -20.4% |
(1) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions. (2) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs. (3) EBIT = operating result.
(4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions. (5) Liquidity = current assets / current liabilities.
(6) Solvency = equity (Group's share + minority interests) / balance sheet total.
(7) Gearing = net financial debt / equity (Group's share + minority interests).
Responsible publisher: Jan Staelens, Meiboomlaan 33, 8800 Roeselare
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