Annual Report • Apr 29, 2011
Annual Report
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MAGAZINES NEWSPAPERS FREE PRESS RADIO TELEVISION INTERNET SERVICES SEMINARS PRINTING
ROULARTA MEDIA GROUP PRESENTS 2010
| PREFACE BY BARON HUGO VANDAMME | 7 |
|---|---|
| ACTIVITIES REPORT BY RIK DE NOLF | 8 |
| ROULARTA MEDIA GROUP IN 2010 | 10 |
| MAGAZINES BELGIUM | 14 |
| NEWS MAGAZINES | 16 |
| LIFESTYLE MAGAZINES | 18 |
| BUSINESS MAGAZINES | 20 |
| SPORTS MAGAZINES | 22 |
| PEOPLE AND ROYALTY MAGAZINES | 24 |
| NEWSLETTERS | 26 |
| B2B MAGAZINES | 27 |
| ROULARTA MEDICA | 28 |
| ROULARTA RECRUITMENT SOLUTIONS | 29 |
| ROULARTA CUSTOM MEDIA | 30 |
| 360° STRATEGY | 31 |
| MAGABOOKS AND LINE EXTENSIONS | 32 |
| MAGAZINES FRANCE | 34 |
| NEWS MAGAZINES | 36 |
| PEOPLE AND ROYALTY MAGAZINES | 38 |
| BUSINESS MAGAZINES | 40 |
| LIFESTYLE MAGAZINES | 42 |
| CULTURE MAGAZINES | 44 |
| GROUP L'ÉTUDIANT | 45 |
| MAGAZINES BE - NL - DE | 46 |
| SERVICE MAGAZINES FOR SENIOR CITIZENS | 48 |
| MAGAZINES FOR PARENTS | 50 |
| CHILDREN'S AND YOUNG PEOPLE'S MAGAZINES 52 | |
| LIFESTYLE MAGAZINES FOR GARDENS AND DECO 54 | |
| G/GESCHICHTE | 55 |
| NEWSPAPERS | 56 |
| KRANT VAN WEST-VLAANDEREN | 58 |
| FREE PRESS | 60 |
| CITY MAGAZINES | 62 |
| LOCAL INFORMATION MEDIA | 64 |
| RADIO & TELEVISION | 66 |
| VMMA - STUDIO-A | 68 |
| VTM | 70 |
| 2BE - VITAYA | 72 |
| VTMKZOOM - JIM | 73 |
| Q-MUSIC - JOE FM | 74 |
| PARATEL | 75 |
| REGIONAL TELEVISION | 76 |
| KANAAL Z/CANAL Z | 77 |
| PRINTING | 78 |
| ROULARTA PRINTING | 80 |
| ANNUAL REPORT | 82 |
In 2010, we plucked the first fruits of the 'fitness cure' that the entire Roularta group underwent during the 2009 crisis period, with its emphasis on creativity, innovation and cost reduction. We are determined to stay on this same healthy course in 2011.
Multimedia is not a slogan, but a clear path we follow wherever we do our business. Everyone today thinks print, internet and TV. Multimedia is becoming more and more ingrained into the thinking processes of our various editorial teams.
Many new ideas and concepts are born of this. There is now an alertness to be ready at any time of day to think along with the latest
developments.
This applies throughout the Roularta organisation. We are, for example, working with IT, Premedia and New Media on more elegant methods of communication with customers and suppliers. Our customers can now use templates to format and send in their own advertisements. These are intended primarily for our print media – newspapers and magazines –, but can also be used on our various internet and mobile sites.
By increasing our efficiency in these and other ways, we want to build a Roularta that is flexible and responsive, and at the same time gives us a lower breakeven point.
A key factor in future acquisitions will be whether synergies are created that enable us to apply our resources more efficiently, like making multiple use of our customer databases.
Creativity and innovation remain the key theme for 2011. New editions and adapting existing sites and magazines should keep us in 2011 on the path we trod in 2010.
2010, through a combination of cost savings (lower breakeven point) and innovation (creativity and inventiveness), was a good year. As we had promised. For this we would first of all like to thank and congratulate all our employees. Our thanks also go to our customers, suppliers, stakeholders and in particular to our shareholders for the trust they have placed in Roularta Media Group.
BARON HUGO VANDAMME CHAIRMAN OF THE BOARD OF DIRECTORS
In 2010 Roularta posted vastly improved results. Sales did not grow much because of a significant number of structural changes. In this way the free magazine Steps is now published monthly instead of fortnightly (in the big cities). The frequency of B2B magazines – the IT magazine Data News and medical titles – was also reduced.
The free weekly De Streekkrant now appears in tabloid format instead of the old large broadsheet. The current format is 50% smaller. The transition was flawless and readers and advertisers reacted enthusiastically.
Multimedia projects were introduced in the field of recruitment communication in Belgium and France.
All Group sites received up-to-date websites, with digital versions for iPad and other mobile devices.
The big house brands were extended with new satellite activities in the areas of seminars and events, surveys and add-on products.
The commercial advertising revenue from the magazines grew by 5% in Belgium and by 10% in France. After the significant drop in the crisis year 2009, this points to the start of a recovery. L'Express Styles was the top performer with growth of 30%. The lifestyle advertising world has now definitively recognised lifestyle news magazine Styles, with its large circulation and interesting target group.
The readers' market fell slightly. Subscriptions remain steady but newsstand sales are under pressure from declining traffic. Fewer people visiting newsstands for their daily newspaper, tobacco and lottery purchases also means lower magazine sales.
In December, the first issue of Zeste, a new magazine with original recipes for healthy eating adepts, was published. The first edition appeared in 450,000 copies in conjunction with the Groupe Express-Roularta's lifestyle magazines in France. The advertising revenue made this an immediately profitable operation, and the magazine took off at once. For 2011, four issues are planned for both subscription and newsstand sales.
In Belgium, work continued on preparing the launch of the special 'Black Issues' of Knack Weekend/Le Vif Weekend. During 2011, eight 'bookshelf' editions will appear on book paper with a straight back, each focusing on a specific theme such as fashion, living, beauty, etc.
And to mark its 40th birthday in March 2011, Knack presents its new 'Knack World Review': a quarterly magabook on book paper with in-depth analysis and portraits that sketch a lasting picture of the spirit of the times.
Following reorganising and restructuring, the B2B magazine division, with ITM (Industry Technical & Management), Grafisch Nieuws, Data News and the Roularta Medica titles, is now back to health, including new version websites that deliver more advertising revenue.
Roularta has a host of new customers for Custom Media, which produces custom magazines, digital versions, websites etc. As a publishing company with integrated IT, printing, finishing and routing facilities, Roularta is an ideal partner for providing concepts, artwork, copywriting and production through to distribution.
Roularta Media Group's various internet sites in Belgium reach over 2 million unique visitors a month. Advertising income grew by 25%.
Just as a newspaper group has special editorial teams for each sector, so Roularta has a magazine editorial team, with specialists in all areas. These all work together in a single large bilingual newsroom of more than 300 journalists at the Brussels Media Centre. These operate multimedially, via print (magazines), internet and television (Kanaal Z/Canal Z). In 2010 a special effort was made to provide multimedia training in cooperation with IFRA (the international press federation) and Groupe Express.
RIK DE NOLF PRESIDENT OF THE MANAGEMENT TEAM AND CEO The Roularta Media Online advertisement sales management service offers three interesting packages: News (with knack.be and levif.be), Business (with trends.be) and Lifestyle (with weekend.be). A 'Pure Business' pack has recently been launched together with Belgian multimedia news publisher Corelio (trends.be + destandaard.be/economie). As an integrated advertising management company, Roularta Media Online provides a full service, with:
Groupe Express-Roularta applies the same umbrella strategy as Roularta in Belgium. Step by step, the sites of the various magazines are being integrated. Meanwhile, L'Express.fr is now France's second news site with over 6 million unique visitors per month after Le Figaro (7 million) and ahead of Le Monde (5 million). This produced a 50% growth in advertising revenue, and the first positive contribution by the internet activities in France. Roularta is concentrating on the sale of total subscriptions: in this way subscribers receive the magazine by mail, but have the possibility of reading the magazine already the evening before by PC, iPhone, iPad, or another mobile device. Subscribers have exclusive access to past years' archives, and receive a custom alert service tailored to their interests.
Roularta at the same time continues to promote its free websites. Via PC or via the free apps on iPhone and iPad or other mobile devices, visitors to knack.be, trends.be or levif.be receive rapid, lively non-stop reporting from the newsroom, quite distinct from the general news flow from the press agencies.
Visitors register for free daily newsletters and these databases of interested readers are ideal material for recruiting new subscribers.
In February the new De Streekkrant/De Weekkrant formula was launched. With its 48 regional editions and three million copies, this nationally distributed door-to-door newspaper reaches every family in Dutch-speaking Belgium. From now on it has the same look and journalistic approach as its sister publication De Zondag. Through a network consisting (mainly) of 4000 bakeries, the latter reaches every Sunday morning over 2 million readers (according to the CIM study) with around 700,000 copies. The free lifestyle magazine Steps is distributed once a month
along with the sixteen regional editions of De Zondag, with additional distribution through a network of Delhaize stores and selected brasseries and boutiques.
The vlan.be website, with autovlan, immovlan and shopvlan – a joint venture of Rossel and Roularta – grew briskly in 2010 with classified ads.
In 2010 the eleven city newspapers of the Krant van West-Vlaanderen group did even better than in 2009 when they already produced a magnificent performance in a crisis year. KW continued to grow in terms of newsstand sales, subscriptions and advertising, and despite the fact that many national advertisers have still not yet discovered the newspaper, even though it has many more readers than most other newspapers. Readers are more than ever avid for local news and KW has in any case still lots of potential. The website KW.be also grew spectacularly in 2010 in terms of visitors and page views. Online advertising acquisition has only just started here.
The biggest growth in Belgium came from RRS (Roularta Recruitment Solutions).
With its 'Local Personnel' heading in De Streekkrant and De Zondag, RRS is the undisputed leader in job ads in Dutchspeaking Belgium.
ChallengeZ, a major new multimedia project, was started at the end of 2010 for the national market. Here a combination of print with Knack and Trends (D) or Le Vif/L'Express and Trends-Tendances (F), websites, electronic newsletters and television (Kanaal Z/Canal Z) ensures the maximum reach of potentially interested parties. Within a few months a number of important functions have already been filled thanks to ChallengeZ, and this activity looks set to become a new growth area. RRS continues also to grow with the Carrièregids (career guide) and Startersgids and with new vertical directories like Healthcare.
Vlaamse Media Maatschappij had a record year. Major advertisers are investing more than ever in visibly highly effective TV spot campaigns. Radio ads also returned to pre-crisis levels.
Lifestyle channel Vitaya was acquired in November 2010, offering a growth opportunity in an interesting new segment.
VMMa's diversification strategy was continued with Zesta, a new website for the amateur chef.
The business channel Kanaal Z/Canal Z consistently expanded its peripheral programming around the news reports. Short programmes on sectoral and local business topics are generating new sponsorship revenue.
The regional stations WTV, Focus TV (50% Roularta) and Ring TV (for which Roularta manages the advertising) remained stable in terms of commercial revenues, but government communication was down.
In 2010, all French magazines were printed on the Group's own presses apart from the news magazine L'Express. Everything was got ready for the installation of a new 72-page magazine press that will replace two old presses from May 2011. Roularta Printing will then be operating only with the latest machinery.
Roularta Media Group signs an agreement with the French group 'Les Editions Duchâteau-Voisin', which will take over the titles Guitar Part, Guitar Classique and Guitar Unplugged, as from 1 January 2010.
Roularta Media Group releases its new websites Knack.be and Levif.be. Both sites have undergone a complete restyling.
Roularta Media Group starts the year with a new management structure for the B2C magazines department. Xavier Bouckaert (COO) becomes director of this business unit. In this capacity he is responsible for running the titles, financial follow-up and personnel. He is assisted by an editor for the Dutch and French language lifestyle media, Chantal Lepaige, and by two editors for the Flemish and French language news and business media, Jos Grobben and Amid Faljaoui respectively.
The first sustainable Knack Weekend rolls off the presses. The edition is printed on paper bearing the PEFC label. This label certifies that the paper originates from sustainably managed forests. In the near future numerous Roularta magazines, both in Dutch and French, will be printed permanently on PEFC-labelled paper. This is a premiere for Belgium, with Roularta being the first publishing group to take responsibility for the environment in this way on such a scale.
Belgian Business Television (100% Roularta Media Group) introduces a new structure for Kanaal Z/Canal Z. From 1 February 2010, Alex Coene becomes network manager of business channel Kanaal Z/Canal Z. Editors-in-chief are Jos Grobben (Dutch) and Amid Faljaoui (French).
19 JANUARY
2010
14 JANUARY 2010
Gentleman, the luxury lifestyle magazine for the modern man, is now sent to all private address Trends and Trends-Tendances subscribers. Serge Vanmaercke, editor-in-chief of the French language edition, becomes editorin-chief of the Dutch language edition of the magazine.
9 FEBRUARY 2010
15 FEBRUARY 2010
Le Vif/L'Express.
Tchin UW GEZONDHEIDSRENDEZ-VOUS • NR.4 • LENTE 2011
Daar is de lente! Beauty Bereid uw huid voor op de mooie dagen Gezondheid Een 'zaak' voor Dr. House Sporten Buiten is het beter dan binnen Guest Jacques Borlée, passie voor de sport
30 MARCH 2010
| Groupe Express-Roularta |
|---|
| takes over two financial |
| fairs, 'Fiscap' and 'Forum |
| de l'Investissement', |
| in France. Forum de |
l'Investissement has been for several years France's leading financial fair, focusing on savings and investments. Fiscap, the fair for tax structures, private assets and finances, is directed more at private asset and wealth management. These two exhibitions welcome each year more than 30,000 visitors and 160 exhibitors to the Palais des Congrès
7 JULY
in Paris.
2010
8 JULY 2010
Belgian news magazines Knack, Le Vif/L'Express, Trends (D/F), Sport/Voetbalmagazine and Sport/Foot Magazine are available, from 8 July, on iPad via zinion.com, on a single number or subscription basis.
Philippe Belpaire becomes general manager of national advertising sales agency Roularta Media.
13 JULY 2010
Roularta Media Group renews business magazines and launches the reference magazine for your money. Trends (D/F) and Bizz come together from 16 September. Both magazines will give of their best in a completely new concept. By appearing together weekly, Trends and Bizz offer the reader an unprecedented information package. Cash and Moneytalk come together from
16 September. The revamped magazine is published weekly in combination with Trends and will also be available separately.
16 SEPTEMBER 2010
The weekly news magazine Sport/Voetbalmagazine (D)/ Sport/Foot Magazine (F) is now 30 years old.
20 OCTOBER 2010
16 NOVEMBER 2010
(former director of the think tank Metena and later Managing Director of the VKW), becomes editor-inchief of the weekly business magazine Trends. With Johan Van Overtveldt as editor-in-chief, Roularta Media Group is uniquely qualified to secure and even strengthen Trends' undisputed leader position.
Groupe Express-Roularta launches Zeste, a culinary magazine for the French and Belgian market.
10 NOVEMBER
2010
voted best economic magazine in Belgium at the 'Forum for the Future'.
14 DECEMBER 2010
The committee of judges of the annual Taxman Award has selected the weekly fiscal newsletter Fiscoloog/Le Fiscologue as its Taxman 2010. In its report the committee praised Fiscoloog/Le Fiscologue for its 'impressive contribution to simplifying tax matters'. Laureate: Jan Van Dyck
Ann Peutemann and Ewald Pironet won this year's Dexia prize for a feature file on
new families in the 2009 year-end issue.
The Dexia prize is Belgium's most coveted journalism prize.
It is the most prestigious of French journalism prizes, awarded to a reporter under 40 years of age for a big story article. L'Express has only been awarded it twice in its history. It was awarded to Delphine Saubaber for her articles on opening the archives of the political police (Securitate) in Romania, 'Des espions dans la maison' ('Spies in the house'), a portrait of Radovan Karadzic, the former political leader of the Bosnian Serbs, 'Karadzic bourreau et gouru' ('Karadzic: executioner and guru'), one mother's fight against the Mafia, 'Le combat d'Angela' ('Angela's battle'), and a man-hunt in Calabria, 'Les fantômes de Rosarno' ('The ghosts of Rosarno').
This is a prize for originality of topic, the quality of an investigation and the care given to writing. Three prizes are awarded each year. L'Express had not won it for 12 years. Emmanuel received it for his portrait of Xavier Niel.
As its name indicates, the prize is awarded for an article that throws light on lesser known aspects of the life of the 'Ch'tis' (the name given to the people of Northern France). Virginie was awarded it by a large majority for a brief on the Polish people of Nord-Pas-de-Calais.
For its first edition, this prize was awarded by the European Union to L'Express for its 'Schizophrenia explained to family and friends' investigation. Estelle's work was first selected from among many articles to represent France, and then won against 26 other foreign competitors.
Roularta Media Group announces that 'ChallengeZ', the multimedia package for job advertising, is to be launched also in French-speaking Belgium from January 2011.
Roularta Media Group launches 'ChallengeZ', a new multimedia package for job advertising in Dutch-speaking Belgium.
Lionel Messi
NIEUWE RUBRIEKEN: VAN BINST - DE EERSTE CLUB VAN - DOCUMENT - PEOPLE
EXCLUSIEF INTERVIEW
Following in the steps of Knack Weekend, the magazines Knack, Trends and Sport/Voetbalmagazine will from now on also be printed on PEFC-certified paper.
21 OCTOBER 2010
MAGAZINES BELGIË MAGAZINES BELGIUM
KNACK PACKAGE LE VIF/L'EXPRESS PACKAGE GENTLEMAN NEST IK GA BOUWEN & RENOVEREN GRANDE TRENDS TRENDS MONEYTALK SPORT/VOETBALMAGAZINE ROYALS POINT DE VUE TÉLÉPRO NEWSLETTERS INDUSTRIE TECHNISCH & MANAGEMENT DATA NEWS GRAFISCH NIEUWS MEDIA & COMMUNICATION MEDICAL PUBLICATIONS BODYTALK T'CHIN HUMAN RESOURCES ...
Storytelling, that's what the journalists of Knack and Knack Focus excel at. Nowadays they no longer do so in the paper version of their magazine alone. But whether online, in the magazine, or on an e-reader, all these stories have one thing in common: they need an audience. It's my job to make this audience as large as possible. The only way to do this is to be constantly placing our quality brands Knack and Knack Focus on the market in a credible, creative and innovative fashion, and to push them
intensively both in our own media and at partner events and festivals. Potential readers are given new reasons for discovering Knack and Knack Focus, while loyal readers are rewarded with benefits and special offers.
Reason to celebrate? Only if it's in Knack!
Weekly magazines Knack and Le Vif/L'Express fulfil a unique role in Belgium's media world, presenting every week a complete package of high quality information:
And of course, this year, now that Knack turns a spry forty, this can be something more. With Knack Wereldtijdschrift (world review), following after Knack Extra, Knack gets a new family member. ''
In addition, subscribers receive 18 times a year a special Knack Extra/Le Vif Extra edition covering current or historical topics.
And once every month Mo, the magazine which examines global problems.
Knack and Le Vif/L'Express cost 4,5 euros on the newsstand. 85% of circulation is by subscription.
In 2010 an updated website was launched thanks to the introduction of Newsgate software, which enables all journalists to work directly on the website. A single large Newsroom for print, internet and TV (Kanaal Z/ Canal Z).
Knack.be and Le Vif.be together form the 'News Pack': a website with a quality audience. 820,000 unique visitors per month and 4.9 million page views.
RNews.be is Roularta's news site portal (News/Business/Lifestyle): over 2.3 million unique visitors and 15 million page views. ''
MAGAZINES BELGIË BELGIUM
MAGAZINES
I've been working since 1996 in the lifestyle section of our tight-knit national advertising management team working out of Zellik. For the past eleven years I've been an account manager, with commercial responsibility for the 'Living' and 'Garden' sectors. Our Roularta Media products offer a wide range of advertising opportunities, and increasingly you find yourself playing a real advisory role towards your customer and agency contacts. Customers naturally expect maximum value for money from their communications budgets. Here we try to guide them as
effectively as possible. It is important that they feel comfortable and convinced they have done the right thing in choosing our magazines, websites and TV stations. Quality is critical to them, and it is precisely this added value that we can provide them with our products. The demand for promotional cooperation is growing fast, and for this I can bring in my promotion and marketing department colleagues. For our own activities and events, we offer customers the opportunity to link their brands with ours. ''
ANN VAN BELLE ACCOUNT MANAGER LIFESTYLE
Roularta is the leader in the field 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.
Through a licensing agreement with the Class Editori in Italy, Roularta publishes the luxury lifestyle magazine Gentleman (D/F) for the modern man. With a glossy presentation in an exceptionally large format. In each number of Gentleman Ladies appears as an extra dossier.
Nest (D/F), the Belgian country magazine, has more than
120,000 postal subscribers and together with newsstand sales reaches 600,000 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.
Grande (D/F) (50% RMG), the monthly travel magazine, comes out with a new 'country' edition every month. Discover France, Italy, Spain, Citytrips etc. Grande is published in a joint venture with nv Propaganda.
MAGAZINES BELGIË BELGIUM
MAGAZINES
As a financial editor at Trends MoneyTalk, I started work at an interesting (and challenging) time, when we launched the new format.
Since September 2010, Trends MoneyTalk has been a weekly journal, offering readers a combination of personal finance and investment. This makes it a complete and fascinating guide for everyone managing their personal finances. Our goal is not to play to the latest trend with
banking.
The weekly magazine Trends (D/F) is developing an increasing number of new initiatives: events, awards, surveys etc. Trends Manager of the Year, Trends Gazelles, Share Day and the Trends Outlook are now everyday concepts.
MAGAZINES BELGIË MAGAZINES BELGIUM
sometimes fickle investors, but to provide clear analysis and interpretation. I see Trends MoneyTalk as a beacon which helps readers keep their bearings in financial markets. What energises me every day is the freedom to engage in what interests me (investments, stocks, bonds), and to convert my ideas, without censorship, into articles; a freedom that was lacking in my previous career in ''
Trends has a dedicated financial unit responsible for the investors newsletters Inside Beleggen and L'Initié de la Bourse (twice weekly), the personal finance magazine Trends MoneyTalk (D/F) and for stock market coverage on the Kanaal Z/Canal Z TV station. Trends MoneyTalk has the same circulation as Trends, with additional subscription sales, to give 65,000 copies in all.
Trends (with Trends MoneyTalk) costs 5 euros.
Bizz (D/F) is an important column within Trends for entrepreneurs, intrapreneurs and corporate executives. With checklists, testimonials and case studies with valuable lessons for entrepreneurs.
The Trends.be website provides nonstop reporting on business and finance and a range of services like the Portfolio module and Trends Top, the database with complete figures on the country's 100,000 largest companies and names of key executives, a unique tool for producing all kinds of rankings, geomarketing etc.
Trends.be has one million unique visitors per month and 5 million page views.
As final editor of Sport/Voetbalmagazine, my job is to play Sherlock Holmes, taking a magnifying glass to all the texts to track down language and other mistakes. Sometimes I lay it aside and write an article myself. Another task is to make sure the magazine, the website and the Facebook page all intermesh properly. I also coordinate the
news pages in the front of the magazine and look after the interns who come to test their sports journalism talents with us. All this I do of course in close consultation with the editorin-chief.
This variety makes the job a daily challenge which I pick up with pleasure and vim. ''
STEVE VAN HERPE FINAL EDITOR SPORT/ VOETBAL-MAGAZINE
Sport/Voetbalmagazine and Sport/Foot Magazine bring a weekly panorama of Belgian top sport. From time to time with original plus products like DVDs carrying highlights of Belgian and international competitions, etc. Special championship issues (on the Belgian and European championships and the Champions League) provide additional circulation by doubling newsstand sales.
Football from home and abroad is the primary focus. Other sports feature as a function of current news and the performance of top Belgian sportspersons. Basketball, volleyball, tennis and motor sport have regular columns.
MAGAZINES BELGIË MAGAZINES BELGIUM
Sport/Wielermagazine appears three times and Sport/Formula 1 once a year as practical special editions for cycling and motor sport fans.
MAGAZINES
MAGAZINES BELGIË
A sense of perfection is very important in my job. The end result must be blameless, both form and content. Working at Royals is a very varied task. Being a small team means that everyone has a wide remit. Besides proofreading, I also maintain contact with our journalists. I of course follow court news closely and suggest possible
topics, and so also help determine the magazine's contents. Over the years, Royals has evolved enormously. The layout has become more contemporary and we are being increasingly successful in obtaining exclusive photos and interviews, something which is far from obvious in the screenedoff world of royalty. ''
Roularta publishes the monthly magazine Royals in Dutch for Belgium and the Netherlands and in French for Belgium and France. Six extra editions are published annually. The world of the European courts is closely monitored.
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 cross-generational 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 elegance, 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, launched in 1954 and published by Belgomedia (a subsidiary of the Bayard and Roularta Media Group), is Belgium's 2nd largest French-language TV weekly, with an average weekly paid circulation of over 130,000 copies. Télépro, read weekly by over 450,000 people, is the ultimate family TV magazine. Every week it brings, precisely, professionally but not too seriously the latest news on TV entertainment, together with a daily selection of films and serials and a unique range of Lifestyle, Entertainment and Culture columns. Télépro is Belgium's most complete bouquet of TV information (magazine, special editions, internet, iPad), covering 100 channels every week.
Het circusnummer
CATHERINE
MAGAZINES BELGIUM
MAGAZINES
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. Data News (D/F) is the media platform for Belgium's ICT more than 20 percent of the online revenues of the Roularta Media Group in Belgium. The Data News 'CIO of the Year' and 'ICT Woman of the Year' are today firmly-established concepts. And the annual 'Data News Awards of Excellence' is undoubtedly one of the biggest gala events of the European ICT sector.
Grafisch Nieuws (GN)/Nouvelles Graphiques (NG) is the professional journal of the graphics world, joined by M&C Media and Communication for specific aspects of the graphics profession.
All these titles publish an annual Top ranking of their sector in collaboration with Trends Top.
With publishing house Biblo, Roularta publishes a number of specialised newsletters.
Fiscoloog/Le Fiscologue appears weekly, with a complete service including an up-to-date web version with archive search capability. An indispen sable working tool for the tax and financial specialist.
Balans/Bilan and TRV (Tijdschrift voor Rechtspersoon en Ven-
nootschap) are essential reading for the accountancy world. For the investor, in both print and online version, there is Inside Beleggen/L'Initié de la Bourse. The advice given by these two newsletters generated the last few years the best return of all players in the industry.
For those taking a technical approach to investing, there is also Beursgrafiek.be/Chartisteinitie.be.
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 ''
?????????? JOHAN STEENACKERS, DEPUTY EDITOR TRENDS MONEYTALK - I've been with Roularta since 2005, working the whole time in personal finance. This basically includes anything to do with people's money: taxes, banking and insurance, inheritance, property, investments, and the like. Right now, as deputy editor, I help determine the content of our Trends MoneyTalk magazine. Every week we keep people up-to-date with financial news and concrete tips on how to get more from their money. We are not afraid to leave the beaten track and give the reader tools he can use in his relationship with his banker, insurance agent, accountant or other professional adviser. Knowledge is power.
The greatest satisfaction for me comes from the fact that Trends MoneyTalk is the result of teamwork. Our editorial staff consists of both Dutch and French-speaking colleagues. The mutual exchange of knowledge provides a tremendous boost to the
KURT DE CAT, EDITOR INDUSTRIE TECHNISCH & MANAGEMENT - This year I'll have been writing for ten years for Industrie Technisch & Management, the specialist magazine for the industrial world. We are a permanent editorial team of three people. Such a dense core keeps the job content varied and interesting. At the same time it's a constant challenge to put together from nothing a magazine that professionals really appreciate.
My main task is that of editor. Most of our articles are written by professionals, which makes it a challenge for the final editing team to turn their contributions into copy that reads well. I also go looking for suitable images, develop the general structure of each issue, and follow the layout process. Besides this I also put together the short news items, the newsletter, etc. For the management section, I'm the one who does the CEO interview, and I also keep an eye on the logistics side. What I particularly like in this job is the combination of office and fieldwork. Another motivating factor at Roularta is how the expertise of niche magazines flows to the other group platforms, like the way we contribute to the Z-Expert programme on Kanaal Z. ''
JOHANNE MATHY, EDITOR-IN-CHIEF, LE GÉNÉRALISTE - Le Généraliste is a periodical aimed at family doctors. Coordinating the weekly publication schedule as editor-in-chief means working internally to drive a small and remarkably cohesive editorial team. Externally, it means staying in tune with the readership and immersing yourself in the day-to-day life of a very popular profession, but which aspires to a more respected position in the healthcare arena. Le Généraliste is built around three recurring sections: political and trade union news from the sector, the medical notes section, which reports on significant scientific breakthroughs, and the very popular 'free time' section, which reminds a profession that is highly prone to burn-out that there really is life after work. In short, a tried and tested formula of essential, practical information and enjoyable articles. Thanks in part to its appealing layout, the magazine is appreciated by doctors and also read by the authorities responsible for them. The fact that the magazine sits alongside other professional publications within Roularta Medica – such as les Spécialistes, le Dentiste and le Pharmacien – also means I have a broad overview of the concerns faced by the whole (para)medical community. ''
Roularta Medica specialises in publications for the medical world.
The weekly controlled circulation de Huisarts/le Généraliste reaches every GP in Belgium.
Trends voor de Specialisten (D/F) reaches all medical specialists once monthly.
de Tandarts/le Dentiste reaches all dentists on a fortnightly basis.
de Apotheker/le Pharmacien reaches all pharmacists every two weeks.
For a large but targeted audience Roularta Medica publishes the three-monthly magazine T'chin, packaged with the entire run of Knack and Le Vif/L'Express.
Roularta also publishes the monthly Bodytalk/Equilibre. A large postal subscriptions base provides a viable formula for this no-advertising magazine, which has grown out of a number of newsletters.
Roularta is highly active in the human resources field. In France 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).
In Belgium ChallengeZ reaches the ideal target group for senior positions through a combination of print with Knack and Trends (D) and Le Vif/L'Express and Trends-Tendances (F), internet (websites and newsletters) and television (Kanaal Z/Canal Z).
In Dutch-speaking Belgium, Roularta is the market leader with the Streekpersonnel (local job ads) sections in De Streekkrant and De Zondag.
The directories GO Startersgids (for recent graduates) and GO Carrièregids present career possibilities offered by major Belgian employers (GO.be).
In France, L'Etudiant publishes Le Guide des Entreprises qui recrutent.
For engineers, doctors and IT professionals Roularta has vertical websites such as datanewsjobs.be, ingenieurjobs.be, medicajobs.be and distrijob.be.
CATHY HAEMS, ACCOUNT MANAGER, ROULARTA RECRUITMENT SOLUTIONS - For six of the past ten years I've been part of the Streekpersoneel (local job ads) team, which was renamed 'Roularta Recruitment Solutions' at the beginning of 2010. Obviously, much has changed over the years. Many new opportunities have been created, reflecting the constantly changing job market. This adds up to fascinating work, which is made all the more rewarding when you come up with real solutions for customers. I visit mainly large and medium-sized enterprises in West and East Flanders. There I sit down with the HR manager to look for a solution for every vacancy in his company. As a multimedia group, we can not only offer our regionally-based Streekpersoneel concept, but also cross-sell 'ChallengeZ', 'B2B' and other magazines as recruitment
solutions.
In short, from worker through to senior manager!
MAGAZINES
RMG'S 360° STRATEGY: A MULTIMEDIA APPROACH
Roularta is a truly multimedia company. A whole range of new initiatives have grown up around the main house brands. Roularta Media Research
Roularta undertakes surveys for journal ists and advertisers. High-performance software allows large-scale online surveys of very large consumer panels (regional polls) 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.
The results of a survey can be presented at a seminar. Roularta Seminars organ ises monthly Trends readers meetings, Trends CEO Summits, Knack/Le Vif Weekend Future Summits, etc.
A campaign can be partnered with one of the major events that Roularta organ ises.
The Data News Awards, Cash Awards for the best fund managers and the ITM Awards are each annual highlights in their own areas etc.
A campaign can also be topped off with a book.
Roularta publishes some fifty 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 weekly Knack and Le Vif/L'Express contains an exclusive special offer.
The various Roularta magazines organ ise events and awards that provide 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 26 years already. ''
NATHALIE VANROY, ACCOUNT ASSISTANT, CUSTOM MEDIA - At Custom Media I am responsible for customer offers, working together with one of our editors and with the order supervisor to put together tailored offers for our customers. After producing a magazine or newsletter, it's then my job to detail all the internal and external costs for the billing, as well as calculate profit margins. ''
MAGAZINES BELGIË MAGAZINES BELGIUM
FILIP SCHOLLAERT, PROMOTION MANAGER LINE EXTENSIONS - My job is to keep the well-oiled machine of the Line Extensions and Plus Products running. This is a multifaceted remit, covering everything from selecting the right products for the right magazine to negotiating deals with domestic and foreign partners. Also exploiting exclusive book and DVD rights, co-productions with Dutch partners, international print runs including the related correspondence and following up promotion campaigns in print, radio or TV and managing logistics via the Standaard Boekhandel chain or newsagents. This is a complex business which I grew into via Mediaclub; complex because the key to commercial success lies in sensing what the reader wants to 'consume'. ''
Roularta Custom Media specialises in creating magazines and newsletters both in print and online.
Roularta Custom Media provides a total approach, from design, layout and journalistic content right through to printing and distribution.
The Roularta Custom Media team can count at all times on the cooperation of the various Roularta divisions, each with its own valuable network of journalistic and artistic staff.
Synergy with a large publishing group gives Roularta Custom Media all it needs to deliver excellence at the lowest price.
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IVF: ALLES VOOR DE KINDERWENS?
In 2011 Roularta Media Group will be publishing a new quarterly magazine: Knack WT/Knack Wereldtijdschrift (World Review). This 'magabook' – a cross between a magazine and a book – is published four times a year.
The luxury Knack WT brings the big picture from the sports, scientific, cultural, literary and political worlds. Immediate, 'in your face' news is not its concern, and it steers clear of the latest fads. Knack WT takes the time and space to examine the big questions of our day and the ideas of the women and men who determine our lives.
While Knack Magazine will, as a news magazine, continue to focus on in-depth reporting, background news and interpretation of current events, each issue of its sister magazine Knack WT will be a 'to keep' edition that reflects the image and zeitgeist of the period.
Knack WT's target readership is educated readers, of whichever generation, who want to step back from emo-voyeurism and are always ready for solidly researched, well-written and attractively illustrated stories. Knack WT covers a wide range of topics and themes offering new and broader insights to already well-informed readers.
Knack WT, which in this new media era comes to strengthen the prestige of traditional, written journalism, sails under the flag of Knack Magazine, but is the work of the Roularta Newsroom, which includes not only the Weekend and Focus teams, but also the best pens of the other well-known Roularta publications like Trends, Trends MoneyTalk, Sport/Voetbalmagazine, Bodytalk and Data News.
Knack WT is aiming at a circulation of 40,000 copies. The 150- 200 page magabook is printed on bright white paper and is – as should be for a 'to keep' edition – luxuriously finished with a glued back and varnished cover.
This magazine is sold by subscription or on the newsstand, at 7.50 euros per copy.
Other Roularta titles also publish special editions on specific topics.
Weekend (Knack/Le Vif) publishes 4 times a year a recipes special and other specials on Gardens & Terraces and Design and Travel.
MAGAZINES BELGIË MAGAZINES BELGIUM
Nest Koken (cooking) also appears 4 times a year, alongside Nest Kust (Coast), Nest Ardennen and, in 2011, a new Nest Limburg.
Nest Wonen (homes) (2x per year) completes the series. All are luxury 'magabook' editions with varnished covers.
As a member of the Knack editorial team I learned, among other things, under the expert guidance of the senior editors, how to compose magazines, and to write thorough, varied and attractive-to-read news background and interpretation articles. Every year, among other things, I coordinate eighteen special Knack Extra theme issues. These handle a very wide variety of subjects and each is
worth keeping. On each Knack Extra I find myself working alongside highly experienced and knowledgeable journalists, with a wealth of historical understanding and oodles of talent. No subject is taboo. When we do a theme issue which is not up the Knack journalists' street, I can always turn to colleagues from Knack Focus, Knack Weekend, Trends and Sport/Voetbalmagazine. ''
MAGAZINES
L'EXPRESS L'EXPRESS STYLES L'EXPRESS GRAND FORMAT POINT DE VUE IDM L'EXPANSION L'ENTREPRISE L'ATLAS DES ENTREPRISES MIEUX VIVRE VOTRE ARGENT LA LETTRE DE LA BOURSE MAISONS CÔTÉ SUD MAISONS CÔTÉ OUEST MAISONS CÔTÉ EST VIVRE CÔTÉ PARIS MAISON FRANÇAISE MAISON MAGAZINE ZESTE IDÉAT STUDIO CINÉ LIVE LIRE CLASSICA PIANISTE KEYBOARDS RECORDING L'ÉTUDIANT
MAGAZINES BELGIUM
MAGAZINES FRANCE
L'Express, founded in 1953 by Jean-Jacques Servan-Schreiber and Françoise Giroud, is France's premier news magazine. It is published each week with L'Express Styles, a high-quality women's weekly which scrutinises, explores and captures our times to move its readers, to dazzle them and to trigger their desires. L'Express Styles, an exclusive, contemporary, aesthetic and elegant treatment of the unexpected each week. L'Express Styles is the equivalent of the Belgian magazines Knack Weekend/Le Vif Weekend.
Each week, L'Express publishes five different regional issues and, in so doing, regularly covers the main cities in France.
Also, twenty theme-based special issues are published every year, some of which are published under the title 'Les Cahiers de L'Express'.
In May 2011, L'Express, together with Editions La Martinière, will publish the book 'L'Express, 60 ans à la Une'.
L'Express Editions regularly publishes book, DVD and CD collections.
On 23 March 2011, L'Express unveiled its new format for better understanding of the news.
L'Express, with L'Express International, is the leading francophone magazine in the world.
The website www.lexpress.fr, created in 1998, is today one of the leading French news sites and one of the most powerful with 5.5 million views*.
More than 600,000 mobile iPhone and Android users check in every month, and the iPad application, launched in July 2010, is already generating 900,000 page views per month.
By launching L'Express Grand Format on 3 March 2011, a quarterly version of the weekly magazine which is devoted to events of exceptional impact, L'Express revisits history through images. ''
Lexpress.fr/styles attracts 600,000 unique visitors every month*, and lexpress.fr/culture, with Lire and Studio Ciné Live, draws 1,066,000 visitors a month*.
Widely integrated into social networks, lexpress.fr has 22,000 friends on Facebook and 62,000 Twitter subscribers.
More than 5,500 comments are exchanged directly on the site every week by the internet community.
* source Médiamétrie-Nielsen panel, January 2011
I am now aged 55 and joined L'Express back in December 1989. I am in charge of the Media section of L'Express, with the title of editor-in-chief. Parallel with this I keep a well-known and widely read blog – Immédias – on
news in this sector. I have also authored several books, including one of interviews with the brothers Alain and Patrice Duhamel (published by Plon), on relations between media and politics, titled Cartes sur table. ''
MEDIA SECTION
MAGAZINES BELGIUM
MAGAZINES FRANCE
When Colombe Pringle hired me, my former fellow students from the Ecole Normale Supérieure looked at me as if I were mad. What! Work on a weekly that was all about princes and princesses! Surely I needed to go and pontificate on Le Monde or Libération. Even Le Figaro would have done. I didn't hesitate for a moment. And I've never regretted my decision. At Point de Vue, I write a column every week, illustrated with Hélène Tran's wonderfully funny, magical drawings. We'll soon be celebrating our 400th column together! I've also had the opportunity to put together the culture pages for the magazine. Reading books, watching films, seeing plays and shows, interviewing
'' In a sense, Point de Vue has led to all of this. It has everything: lighter and more serious items, real culture alongside the gossip, people who are important and people who are just beautiful. In a word, everything that gives life its
artists, writers, directors and actors: you've got to admit it's a job made in heaven! It also ties in well with my other work as a writer. My first novel, Fourrure, was published last year by Editions Stock. It won the Prix de Maison de la Presse and the Prix Françoise Sagan, amongst others. In a third life, I work on Franz Olivier Giesbert's arts show, 'Semaine Critique', on France 2.
flavour.
Point de Vue is a real cross-generational 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 class, culture, glamour and curiosity.
In the wake of Point de Vue, IdM (Images du Monde) reveals the wealth and multiple facets of exceptional places and environments. 6 issues are scheduled for 2011 on themes combining glamour and culture. IdM is a jewel box of dream locations, narrated and explained with elegant formatting and rich imagery.
And finally, Point de Vue Histoire, presenting the history of royalty.
Right down the centuries, kings and emperors, queens and princes have scribed, with blood and passion, the most flamboyant pages of our past. Famous dynasties, assassinated monarchs, mysteries and fallen crowns: every three months, Point de Vue Histoire explores the thousand and one facets of history. Truly, reality is often more exciting than the best of fiction.
FRANK GUILLERMAIN, PUBLISHER - Within the Specialty Media cluster, my job is to manage the financial press activities in the media of print, web and exhibitions. This includes 'Mieux Vivre Votre Argent ', 'La Lettre de la Bourse', the financial websites, events and the Forum de l'Investissement fairs. I work on a daily basis with the magazine's managing editor, and with the Group's many operational services (web, subscriptions, advertising, newsstand sales, events, exhibitions, manufacturing ...) or support functions (financial, legal ...). Every link in the chain is essential for the success of our activities. I love these varied contacts and the wide range of problems addressed.
Being a publisher is also and above all a development business: exploring new paths, testing ideas, initiating projects and following them right through to the final product. For example, we have just launched a Custom Publishing activity. We are working on a new website for 2012 and are discussing launching new publications. It is a rich, exciting and very engaging form of teamwork! ''
Mieux Vivre Votre Argent (MVVA), France's leading private investment and financial management magazine, has devoted more than thirty years to personal financial management: investments (stock exchange, real estate, life insurance ...), taxes, retirement, estate planning and practical life. Five special guides are published annually: Actions, Fiscal, Assurance vie (new in 2011), Immobilier, SICAV and two special numbers on investments.
Votreargent.fr is a personal assets and stock market site. With over 400,000 unique visitors and 3.5 million page views (February 2011 figures), it is currently growing strongly. In January 2011, Votreargent.fr came under the L'express.fr umbrella, and is now preparing a new version of the site for the second half of 2011.
La Lettre de la Bourse (LLB) is a confidential weekly newsletter, devoted solely to equity markets. It is accompanied by a daily website (www.lalettredelabourse.fr), with much of the content being subscriber-only.
Mieux Vivre Votre Argent organises around thirty public lectures every year in Paris and in the provinces, and has also developed a fairs activity with the Forum de l'Investissement and Fiscap.
CHANTAL FOLLAIN DE SAINT SALVY, DEPUTY COM-MERCIAL DIRECTOR IN CHARGE OF THE ECONOMICS-PRIVATE ASSETS-EVENTS CLUSTER - I started my career fifteen years ago as advertising manager for Point de Vue, well before the title belonged to our Group, which I joined in 2006. My career has allowed me to explore different press families – celebrities, news, economic – published at different intervals, daily, weekly, monthly and quarterly. What have I learned from my experience? That innovation is the key to success, as evidenced by the various revolutions the media have passed through over the past 10 years. Today I participate daily in this revolution, including the marketing of special multi-channel operations. This perpetual technological revolution is the charm of my job and the strength of our Group. The advent of 360° media brands will enable us to offer high value content on a permanent basis to our readers and advertisers. ''
The Groupe Express-Roularta business cluster consists of the titles L'Expansion, L'Entreprise and Mieux Vivre Votre Argent.
L'Expansion, created in 1967, is the magazine that makes sense of the economy. Each month, L'Expansion reviews with a careful eye what makes the world go round today ... and tomorrow, offering comprehensive, relevant and concise economic and social news in dossiers, surveys, reports, stories and portraits.
The website www.lexpansion.com has 10 million page views (Xiti - March 2011) and 1,143,000 unique visitors (Nielsen - January 2011).
Publications related to the title are: La Lettre de L'Expansion, L'Expansion Tendances, L'Expansion Management Review, Résumés.
'' L'Atlas des Entreprises is the equivalent of the Belgian Trends, with complete figures on France's 15,000 largest companies. The title also publishes rankings of France's most profitable and most export-oriented companies.
All the economic news is decyphered on a daily basis on lexpansion.com and also on iPhones, iPads and the Energie channel of lexpansion.com.
L'Entreprise is a monthly source of practical information for independent entrepreneurs and senior managers. There is also a website, lentreprise.com, and events are organised.
Lentreprise.com offers hands-on practical information and databases, from which business leaders can draw advice for better managing their daily business, as well as several newsletters, including information on businesses for sale.
Two major events are organised: Le Grand Prix de l'Entrepreneur de l'année and L'Académie des entrepreneurs.
Groupe Express-Roularta publishes the finest French lifestyle titles digitally and in print.
Maisons Côté Sud, Maisons Côté Ouest, Vivre Côté Paris (bimonthly) and Maisons Côté Est (quarterly) are high-end magazines devoted to the most beautiful homes, decor and lifestyle for each region that they represent. They deal with heritage, culture, regional products, flavours and travel with genuine beauty and authenticity. Not to mention the cultural events, and useful practical information: shops, hotels, restaurants, etc. Maisons Côté Sud also publishes a special issue that is dedicated to cooking.
The Côtés have created three specialist quarterlies: Côté Cuisines et Bains, Côté Terrasses & Jardins, 100 recettes Côté Sud Est Ouest Paris .
The Vivre Côté Sud exhibition (decor - lifestyle) is also held annually in June in Aix-en-Provence.
Maison Magazine is a bimonthly magazine for all those dedi-
cated to home improvement and contemporary living. Here you will find articles on modern homes and apartments, useful information on all things relating to the home, equipment, materials or furniture. A substantial practical book offers tips, useful solutions and expert advice. Each year there are issues with specific themes: 'building and extending', 'renovating' and 'the environmentally friendly home'.
Maison Française is a bimonthly magazine that, for more than 60 years, has showcased new talent in decor and design, introducing the most exquisite of interiors. Maison Française has an issue in Turkey. This magazine is published six times a year, along with two special editions on design and innovation. all questions relating to decor and the home posed by users. Versions for the iPhone and iPad have also been developed. Idéat, the design magazine, has dominated the market for several years and demonstrates, year on year, the most vigorous growth in terms of volume and circulation. The title, created by Laurent Blanc, is published under a 50/50 joint venture with Roularta.
Zeste: cuisinons simple et bon! is a new quarterly magazine dedicated to home cooking. With a tone that is deliberately complicit and direct, it broaches everything that is related to everyday cooking: health, well-being, new products, household electricals, hints and tips, etc. It also includes a substantial book of recipes for all aspects of everyday life.
Cotemaison.fr, the first internet portal devoted to decor and lifestyle in France. It combines the best magazine content for decor and a simple, uncomplicated and affordable approach to
I joined the Group in 2007 as editor-in-chief of Maison Magazine. For the past year I have been in charge of the first 'deco newsroom', and what a challenge! My job is to bring together the editorial teams of several magazines, each covering its own particular territory, but which share a common expertise in home decoration and furnishings. That is Maison Française, Maison Magazine, Côté Cuisines et Bains and Côté Terrasses & Jardins.
'' My role is to lead a team with lots of experience in our centres of interests (interior decoration, architecture, design, furnishing etc.) and together we think out the future of these magazines, in particular via the new media, while continuing to produce these four magazines on time. This is not always easy because the new organisation disrupts everyone's habits, but it is exciting, as it enriches our world of journalism.
ROULARTA MEDIA GROUP
Studio Ciné Live is the French film magazine, published monthly with a complete overview of worldwide cinema news: reviews and rankings for every film at home and abroad, major reports and exclusive interviews. Studio Ciné Live is present at every festival: Cannes, Venice, Hollywood, Berlin ... with attention also to DVDs, TV series, games.
Lire was founded in 1975 by Jean-Louis Servan-Schreiber and Bernard Pivot as the reference book lovers' magazine. Every month Lire selects the best novels, biographies, non-fiction and young people's books.
Classica is the music and hi-fi magazine. It's a monthly publication, launched only in 1998, 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 benefit from its expertise. The 'Shocks' page (accompanied by a CD), 'Listening blind', 'Critics from A to Z' and hi-fi tests meet these expectations. One of the new features for 2011 is the launch of the 'Classica Ideal Record Library': every month, the magazine will introduce readers to a legendary recording from the classical repertoire, via a new CD available from newsstands.
Pianiste and Keyboards Recording joined the list of publications for the general public in early 2010. Both magazines have an educational purpose, the first for the piano and the second for the home studio, and offer a new approach backed up by scores, expert opinions and multimedia aids (CDs and DVDs). Pianiste is published six times a year, whilst Keyboards is published monthly (11 issues a year). Each is the only publication of its kind in its particular niche, and both are essential reading for practising musicians, helping to consolidate the Group's cultural offering. Pianiste and Keyboards Recording will both be giving their websites a complete makeover in 2011.
The monthly magazine L'Etudiant forms the baseplate of France's leading provider of information on career guidance, training and education for young people.
L'Etudiant is today not just the publisher of a magazine, books and newspapers but also organises more than 60 fairs which host more than two million visitors a year (high school and university students and their parents).
Letudiant.fr is the reference site for young people aged 16 to 25 who wish to obtain useful information and services for completing their education and finding their first job.
Letudiant.fr has 25 million page views a year and 5 million visits a month.
L'Etudiant also publishes over 50 books a year and is developing a B2B activity for education professionals.
YAËL DIDI, EDITOR-IN-CHIEF - I've been at L'Etudiant for eight years, and I've had the pleasure of supporting and now leading, on the editorial side, the formidable rise of Letudiant.fr. Although my role as editorin-chief of the site is mostly about coordinating a team of very committed journalists (deciding what we should cover, keeping track of proofing and promotions, managing our newsletters, etc.), I see my job as a pivotal point in the context of the newsroom. How do you unite journalists, researchers and the site's technical, animation and promotional teams around a single web-based project? How do you bring all our expertise together to serve our users? How do you add a multimedia dimension to the information they need to succeed in their studies or find a job? The results of the work our teams have done are already there – we've seen our visitor numbers increase ninefold in four years. But we're ambitious to do more. Some of the challenges we face are developing new services combining editorial and technical ambitions, and increasing our presence on social
TRISTAN THOMAS, DEPUTY EDITOR - In 2009, Lire, Studio Ciné Live and Classica joined L'Express as part of the 'General media' list. In 2010 they were joined by Pianiste and Keyboards Recording, two musical publications with more of an educational focus. L'Express is more than open to the idea of working alongside this wealth of resources, which strengthen it editorially and increase the range of options for partnerships and joint promotional activities. As a deputy editor, I operate at three levels. First, ensuring the financial health of my activities and paying constant attention to changes in costs. Secondly, these are small organisations with limited resources, so it's my role to provide solutions. You can only get projects off the ground if you can find the resources and get personally involved. Finally, I help L'Express take advantage of the expertise and good practices built up in the arts publications, particularly in terms of deploying the same light organisational structures at the margins of the brand.
MAGAZINES FRANCE
PLUS MAGAZINE FRAU IM LEBEN RENTE & CO LEBEN & ERZIEHEN SCHWANGERSCHAFT & GEBURT BABYS ERSTES JAHR BABYS LERNEN SCHLAFEN GESUNDHEIT, MEIN KIND! BABYS RICHTIG FÖRDERN SCHULE + FAMILIE TIERFREUND BIMBO OLLI UND MOLLI HOPPLA PIPPO I LOVE ENGLISH GÄRTNERN LEICHT GEMACHT GRÜN LIVING & MORE LEA WOHNEN COUNTRY-TRÄUME WOHNEN G/GESCHIEDENIS ...
ROULARTA PUBLISHES (IN A 50/50 JOINT VENTURE WITH BAYARD) SENIOR CITIZENS' MAGAZINES IN BELGIUM, THE NETHERLANDS AND GERMANY, AND GERMAN MAGAZINES IN VARIOUS AREAS.
MAGAZINES
In a joint venture with the French group Bayard, Roularta publishes senior magazine Plus Magazine in Belgium, the Netherlands and Germany (Plusmagazine.be and Plusonline.nl).
In the Netherlands an entire business area has grown up around Plus, including a major 50PlusBeurs fair (50%), a specialist advertising service (25%), websites Plusonline.nl and Gezondheidsnet.nl and a specialist custom media unit that creates magazines for other seniors organisations.
The monthly Plus Magazine brings out each year a whole series of special theme editions: Plus Tuinieren (gardening), Plus Puzzles, Plus Woman, Plus Historia etc.
Plus Magazin is the magazine for young and active over 50s. Plus Magazin is Germany's most successful senior magazine with 8 million readers. 28 million Germans are currently over 50. That makes 34% of the German population. In 2030 this number will grow to more than 45%.
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 filled 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 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.
I've now been a member of the Roularta family for almost 11 years. I'm editor-in-chief of the 50+ magazines – Plus Magazin, Frau im Leben, Rente & Co – in Cologne. One of my best experiences during this long period was being able to get to know a neighbouring country and lots of its people,
who have now become great colleagues – colleagues sharing the passion for making magazines. My job is my hobby – reading, researching new areas for stories that others will find interesting. Any other hobbies? My garden of course, the sea, cycling – everything making life enjoyable. ''
''
JÜRGEN SINN PLUS MAGAZIN FRAU IM LEBEN RENTE & CO
Anita Meyer 'Ik denk nooit: vroeger was het leuker en mooier'
12 misvattingen over ons pensioen
INENTEN TEGEN LONGONTSTEKING,
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MAGAZINES
MAGAZINES
Leben & erziehen targets future mothers and parents with small children, to help take the stress out of their offspring's early years. Pregnancy, the first weeks with the baby and toddler period change the life of a young family thoroughly. Leben & erziehen advises them on how to success fully tackle this new phase in life.
The pregnancy test is positive! Mothers-to-be can get ready for an exciting time. And of course they have all kinds of questions about nutrition, health and prevention, their baby's development, their job, the birth itself, family allowances and the rest. In Hurra, ich bin schwanger - 333 Fragen und Antworten zur Schwangerschaft they can find everything they want to know. This special is a compact and practical adviser for future mothers (and fathers too). With an index for key information.
A baby! For the future mother new and exciting months. Schwangerschaft & Geburt accompanies the woman during this period and during the first weeks with her baby. Pregnant women want to know how to live healthily, whether the baby is developing normally, where it will be born ... In the Schwangerschaft & Geburt man ual experts, midwives and doctors offer advice and share practical experience.
cial, young parents find answers to all their questions. Babys lernen schlafen. 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. Parents can help them here. Babys lernen schlafen is an important guide for this period, with reliable sleep programmes and advice from sleep experts. With sleep tips from other parents. 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 understand able way without scaremongering. Besides the traditional medicines, the manual also presents harmless home remedies as an alternative. A forum of paediatricians and nutritionists answers parents' questions. Babys richtig fördern. A child never learns more than in the first 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 for optimal devel opment. Babys richtig fördern includes games to practice motor, social and creative skills. Practical tips to help parents in their daily contact with their child.
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 first solid food? And what should one best start with? In the Gesund essen im ersten Jahr spe-'' Schule + Familie. How will my child make the transition to secondary education? How can I offer him or her maximum guidance and encouragement? What to do when problems occur with teachers or friends? Schule + Familie offers a whole range of answers and practical tips on all aspects of (family) life: school and education, family and household, health and fitness, free time and money. The magazine is published four times a year.
Welcome to the family is the babywalz customer magazine. This brochure tells the pregnant woman how she can enjoy these 9 months and best prepare for the birth of her child. It is published twice a year with a circulation of 350,000 copies.
ANDREA EIBL, MEDIA ADVISOR, LEBEN & ERZIEHEN, WELCOME TO THE FAMILY - On some days in advertisement sales I feel like I'm in the middle of a Turkish bazaar – customers and agencies ringing up, wanting discounts, and negotiating the best places for their ads. We have a whole range of support tools – surveys, presentations, etc. – available, helping us in our daily work of positioning our titles against those of our competitors. Each year represents a new challenge: will our customers still be advertising, which media will they be using, have their advertising budgets changed? I've now been working 8 years in advertisement sales, responsible for the parent's magazine Leben & erziehen and its special issues and the babywalz customer magazine Welcome to the family. The target group 'parents' is a very exciting segment, with young mothers and fathers wanting just the best for their child and therefore very receptive to ads for good products.
''
STEFANIE GOTTSCHALK, MARKETING MANAGER/ SUBSCRIPTIONS, LEBEN & ERZIEHEN, LIVING & MORE - It's our job here in the subscription department to get as many people as possible to subscribe to our magazines. I myself am responsible for the two magazines Leben & erziehen and Living & More. The two target groups are very different, but that makes my work all the more exciting. What I like about my work is its variety and the fact that success is quickly
measurable.
Every successful advertising campaign makes us happy. And when things don't go as well as expected, we look for ways of doing the next campaign better. We all work well together as a team, meaning that new ideas are always cropping up. ''
MAGAZINES BELGIUM
MAGAZINES
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 as valuable educational literature by the 'Lesen' (Reading) Foundation.
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 the 'Lesen' Foundation.
Benni, the magazine for the young explorer aged 7 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. Difficult puzzles, tips and guidelines for play and experiment and a hobby annex on extra strong paper are a strong incentive to becoming inquisitively active.
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 5 and up and is produced in collaboration with the German and Swiss animal protection associations.
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 faces puzzles, simple 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.
Hoppla is the colourful magazine for children aged 3 to 6 with their parents. Hoppla was specially designed for children who are not attending school. With many stories to be read together, riddles and play ideas. In short, the basic material for moving moments with your child.
I love English is an English magazine specially written by native speakers for young people between 12 and 15. Completely in English and published month ly, it covers subjects that encourage young people to read and learn. Difficult words are explained in a removable mini dictionary. Reading I love English means learning English without really noticing it.
I love English Junior helps young people learn the language in a playful way. The exciting games and difficult puzzles broaden their vocabulary and teach them to make themselves understood in day-to-day situations. Lively reports offer 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.
Pippo brings every month lively stories for toddlers. This new reading and doing book was specially designed by experienced educators for 1 to 3-year olds. Pippo the monkey, Tim and the little bear constantly find themselves in new adventures which stimulate the little children's language, creativity and imagination. Toddlers discover a colourful, exciting world around the familiar characters. An accompanying leaflet gives parents lots of tips and information on the topics treated in the magazine. and greatly enjoy working in such a nice team. ''
ANDREA HÖSEL, EDITOR-IN-CHIEF AT THE SAILER-VERLAG, NUREMBERG - Journalism is a fascinating business: finding out new things, giving simple explanations of complicated issues, coming up with the right subjects at the right time, finding fantastic photos, creating cool layouts. The special challenge? To produce magazines for the most demanding target group, for children and young people. We help them to discover the world, get them wanting to read, and answer a whole set of questions. What's new is that the Sailer-Verlag is now part of an international company, meaning that inspiration comes from colleagues from all over the world. As the link between the management board and the editing staff, I know what needs to be done: to communicate with people from throughout the world, yet to keep in tune with the requirements of the national market. ''
CHRISTIAN GABELSBERGER, ACCOUNTANT, BAYARD MEDIA GERMANY - I've been part of the accounting team here at Bayard Media in Augsburg since April 2007. I'm responsible for booking all routine business transactions. Receiving all the invoices for the production of our magazines, I find it exciting each month to see which great magazines we produce. I am also responsible for compiling the monthly, interim and annual financial statements, and am available to answer any questions put by our external auditors. I place high value in working together in harmony
/
:/< Dein elefantenstarkes Magazin .ULHFKHQ .UDEEHOQEmpfohlen von der Bastelspaß zu Ostern: Eierbecher )ODWWHUQ und Krokodilen Die Zeitschrift zum Lernen und Spielen April 2011 Und wir? Ich schlüpfe aus einem Ei! Wir schaukeln!
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 find a whole range of suggestions for terrace and balcony, home and garden decoration and ideas for living among flowers. 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 latest 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 Country Living-Wohnen Dekorieren Genießen are the specials containing primarily information for country lovers. Covering typical top ics that are part of the charm of country life: furnishings and interior decoration, kitchen and garden, life and nature.
Specials: regularly published spe cials each address in detail a particular theme or seasonal topic.
G/Geschichte is for readers interested 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 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.
For Belgium and the Netherlands G/Geschiedenis was launched in 2010. In 2011, 6 publications are planned. This new initiative was immediately well received by the readers.
My greatest challenge involves finding tomorrow's readers, helping our magazines to continue having a wide readership in the future. I've been here at Bayard Media since November 2010 and love working with this challenge. ''
KARIN REINBOLD, DEPUTY EDITOR-IN-CHIEF, LIVING & MORE - Ever since I was given the great opportunity of becoming deputy editor-in-chief for Living & More, Country Living and Country-Träume Wohnen, I catch myself every now and then smiling – just smiling to myself. Perhaps because I've just got a great idea for one of our magazines, or because a photo story or layout appeals to me, or when I think about how excited our readers will be by this or that story. Working together with a young and highly motivated team to put our stamp on these magazines is not just a challenge but also a special privilege.
What no doubt helped me was the many years of experience gained working for two big publishing houses – in the areas of lifestyle, gardening, hospitality, creative hobbies and DIY – and also the deep insights into the agency scene. To be able to spend the whole day working with the nice things in life, surrounded by great, creative
renGroßer Infoteil
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59 ANNUAL REPORT 2010 ROULARTA MEDIA GROUP
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Thirteen years ago I took my first steps in journalism as an intern with De Zeewacht. At the end of 2008 I was promoted to editor of this Ostend city edition of Krant van West-Vlaanderen. My goal? To present the news from Ostend and the surrounding area with an eye for both its well-known and its unknown inhabitants. It is this diversity that makes this job so fascinating. Tomorrow can bring anything from an interview with senior Belgian politician Johan Vande Lanotte, to a chat with rock singer Arno, to sharing the happiness of a couple celebrating its
golden wedding anniversary ...
We have an extensive network of correspondents sourcing us with news from different towns and villages, people with
a passion for news and for our newspaper. In many cases they are not professional journalists. An important aspect of my job is to therefore provide management and guidance. In other words, planning and coordinating each edition. Besides this, layout editor Laurette Ingelbrecht and I process and correct our employees' texts and format the different pages of the newspaper.
Roularta's very first publication, the weekly provincial newspaper Krant van West-Vlaanderen (KW), is flourishing. Newsstand and subscription sales are both increasing. Advertising income too is higher, thanks in particular to local advertisers.
The newspaper still has enormous potential because most national advertisers have still not yet discovered how to reach efficiently the most dynamic province. With KW.
In 2011 De Zeewacht will be 115 years old. For more than a century we have had a weekly appointment with our readers. But now we want to do even better. We remain a weekly paper, but thanks to our website www.kw.be, Twitter and Facebook, we have recently started bringing up-to-theminute news to our readers. ''
KW uses the enormous possibilities of the MAN heatset Colorman press, enabling thousands of photos of local community life to appear in full colour.
Each week KW brings a double newspaper: a provincial newspaper that is identical for the entire province, combined with a city newspaper, one of 11 editions, nearly all of them with titles going back more than 100 years: het Brugsch Handelsblad, het Kortrijks Handelsblad, Het Wekelijks Nieuws, De Weekbode, De Zeewacht.
The cover price is 2.70 euros, twice that of a daily newspaper. The great majority of readers are permanent subscribers.
The website KW.be has nearly 200,000 unique visitors per month and one million page views, with a weekly changing code giving all readers internet access to all 11 editions via the e-newspaper and to the archive.
De moord op de 69-jarige Eduard Missant uit Oostende
Ontdek onze promoties
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I 25-32 Hart voor West-Vlaanderen
I 35-36 Recreatief
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Zegen en vloek van de liefde
Kathleen Callewaert. (Foto HOL)
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In de toekomst zouden alleen Kortrijk en Brugge het redden als de duimen leggen. Dat zien de Roeselarenaars niet zitten. Blijft Roeselare het kloppend hart van onze provincie ? Professor Van qpagina 2-3
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q
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STEPS CITY MAGAZINE A NOUS PARIS A NOUS LILLE A NOUS LYON A NOUS MARSEILLE CITY MAGAZINE DE STREEKKRANT DE WEEKKRANT DE ZONDAG TAM-TAM 'T FONTEINTJE HET GOUDEN BLAD DE WEGWIJZER ZEEUWSCH-VLAAMS ADVERTENTIEBLAD
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Steps City Magazine is the glossy city magazine distributed once a month in 16 large Dutch-speaking regions of Belgium, along with De Zondag (and via displays in better stores).
In total, nearly 700,000 copies are distributed.
Steps City Magazine is a lifestyle magazine for better stores, covering fashion and design, beauty and wellness, food and drink, travel and driving. With a practical local what's on, a selection of the best films, events and addresses.
Steps City Magazine is printed on glossy luxury paper in a single go on Roularta Printing's newest heatset rotation press, the largest in the world (128 pages tabloid size).
In France, city magazine A Nous Paris is published weekly 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 500,000 copies.
In the countries bordering the Adriatic Sea: Slovenia, Croatia and Serbia, Roularta has recently launched its fortnightly City Magazine.
All these titles have the same layout and editorial concept as was originally developed for A Nous Paris.
The first issue of City Magazine, a brand new free urban newspaper, was released in 2004. It was a refreshing addition to the Slovenian media market. We not only launched a new lifestyle magazine, but we also introduced a new interesting concept of a free newspaper with an appealing format, trendy content and a special manner of distribution that has spread to all our major cities. Readers, as well as the professional public and our advertisers immediately grew fond of our City Magazine. ''
I joined the creative team of City Magazine as Sales Director in the very beginning. In 2006, I accepted the challenge of becoming General Manager. In 2007, we launched the first special edition of City Deluxe, now known as Limited. Last year we launched another magazine for all lovers of culinary experience, City Gourmet. We have also been organising different events, such as after-work parties. These events are part of our promotional activities and provide an opportunity for B2B communication with all our advertisers. ''
d'emploi MODE
PARCOURS LE NORD-PAS-DE-CALAIS, TERRE DE BRASSERIES ÉVÉNEMENT À LILLE ET TOURCOING, LA FÊTE DE L'ANIMATION FAIT UN CARTOON EXPO LA PENSÉE EN PEINTURE AU PALAIS DES BEAUX-ARTS
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De Streekkrant (De Weekkrant in the province of Limburg) is the house-to-house weekly newspaper that reaches every house in Dutch-speaking Belgium.
De Streekkrant, in tabloid format since the beginning of 2010, features local information, region by region. 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.
2.8 million copies and 3.2 million readers make De Streekkrant the largest newspaper in Dutch-speaking Belgium.
De Zondag is the Sunday edition of De Streekkrant with the same look and feel, but distributed this time through a network of 4,000 bakeries.
16 regional editions enable local advertisers to reach their specific target groups. With nearly 700,000 copies and more than 2 million readers, De Zondag is, after De Streekkrant, the second largest newspaper in Dutch-speaking Belgium.
Besides these two major titles, Roularta also publishes a series of very local door-to-door weeklies, all in tabloid format with traditional local titles: Tam-Tam, 't Fonteintje, Het Gouden Blad, De Wegwijzer etc. In this way Roularta freesheets reach a large number of houses in East and West Flanders on a twice-weekly basis.
In the Netherlands Roularta publishes the Zeeuwsch-Vlaams Advertentieblad, the market leader for Zeeland Flanders, in joint venture with Wegener.
With a team of eight people we put together the newspaper every day. The offices book the advertisements and editorials, for which we provide the necessary space in the newspaper. In doing so we must always take into account each newspaper's specific house style. If these rules are not strictly observed or if problems arise in structuring the paper, I contact the appropriate office to address the issue.
After the newspaper is completely and correctly set up, I pass on all the data to the printer, which are then used to adjust the presses. At the same time we are always looking for better and more efficient ways of working.
In early 2011, for example, we started working with a new CeRes (central reservation) programme. This programme ensures that branches get advance copies of their newspapers, after which we apply the final touches. ''
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ROULARTA IS A 50% PARTNER (TOGETHER WITH DE PERSGROEP) IN THE VLAAMSE MEDIA MAATSCHAPPIJ: VTM, 2BE, VITAYA, VTMKZOOM, JIM, Q-MUSIC, JOE FM, PARATEL, STUDIO-A.
VMMa STUDIO-A VTM 2BE VITAYA VTMKZOOM JIM Q-MUSIC JOE FM PARATEL REGIONAL TELEVISION KANAAL Z
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2010 the Vlaamse Media Maatschappij (VMMa) completed its TV portfolio by investing in the lifestyle channel Vitaya. Now, in addition to the general public station vtm, the more masculine 2BE, youth channel JIM and children's channel vtmKzoon, VMMa also has a specific women's channel. VMMa continues at the same time to diversify, adding brands like online culinary platform zesta.be, promotion platform puntavista and Starway Film Distribution.
One of the highlights of 2010 was VMMa's taking the prestigious Golden Rose television award for Benidorm Bastards. This is a production by Shelter, which is part of Studio-A.
Studio-A can look back both literally and figuratively on a golden year. With Benidorm Bastards its 'Shelter' label earned two golden roses in Lucerne (one for best comedy and one for best programme). With its fifth season on the air Zone Stad had its best year ever (averaging over 800,000 viewers and with a 34% market share in VVA 18-54). Familie maintained its position and the Ella telenovela is doing significantly better than its predecessor, David. In its second season, M!LF was the highest scoring 2BE programme in 2010. Finally, the newly-introduced Anne's Flemish 10 is giving a positive stimulus to the Flemish music industry.
For 2011, expectations are again high. Familie enters its 20th season – making it a real party year –, and Wat Als? is ready and waiting to succeed Benidorm Bastards. Add to this the rising ratings of Ella and a new season of Zone Stad, and it is clear that Studio-A will take pole position at both vtm and 2BE.
2010 was a vintage year at Vlaamse Media Maatschappij. After two difficult crisis years in which we worked on our costs, our advertising sales rose sharply, first in television and then in radio. This combination of improved cost control and sales growth gave us a very nice return.
Which immediately allowed us to invest further in our company, both in our existing brands vtm, 2BE, Q-music, JOE fm, JIM and vtmKzoom, and in new brands such as Vitaya, zesta.be and puntavista. ''
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In terms of news items, 2010 was one high point after another. There was the massive rescue operation in Chile for the 33 miners blocked underground for over two months. For me this was the peak professional experience of the year. There was the journey itself, which lasted 36 hours,
seemingly to the end of the world, and then sitting around and waiting in a huge media camp, where more than 1800 journalists had pitched their tents wherever they could. After a few days we had a really close rapport with the family we were following. ''
KATLEEN PEERAER FINAL EDITOR AND REPORTER
As a channel for the whole family, vtm plays an important role in Flemish households. Every day an average of nearly 2 million people tune in to Flanders' largest commercial broadcaster with a 24.1% share of VVA 18-54.
In 2010 vtm again opted for a mix of old favourites and innovations. Absolute top audience drawers were Boer zkt Vrouw, Mijn Restaurant! and De Beste Hobbykok van Vlaanderen. Aspe, Zone Stad and Familie were also among the top 10. Also scoring remarkably well were the new programmes Tegen de Sterren op and My Name is, as well as Benidorm Bastards, coming over from 2BE.
The linchpin remains the regular early evening schedule of Familie and Het nieuws. At the start of 2011 the latter was relooked, and experts like Paul D'Hoore were brought in to give additional comment on the news of the day. In summer and autumn came two new programmes, de Stip and De Maandagshow, which immediately conquered permanent niches. The weekend was strengthened by, among others, Zot van Vlaanderen.
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vtmKzoom was born as recently as the end of 2009, but one year later, with a market share of 11.3% of 4-14-year-olds, it is already one of the leading children's commercial channels. In terms of co-viewing (parents and children together) this children's channel also scored very well. Cross-generation content is clearly in vtmKzoom's DNA, other key elements being: Flemish, high quality and non-violent. This same DNA is found in programmes like Urbanus Vertelt, Hallo K3 and Pippi Langkous.
The two figureheads Arne and Joyce could be seen, not just on screen, but also during the vtmKzoom band summer tour. The world record Easter egg hunt in the Plopsaland children's amusement park and the popular seaside Nijntje (Miffy) exhibition prove that vtmKzoom is really alive in Flanders.
VMMa's young people's channel is now the largest in Flanders. Moreover, JIM has evolved from a TV brand into a multimedia youth brand. 'Today's youth' is in need of a brand that is 'in sync' with social media, trends, events and interactivity. The JIM faces are more than presenters. They are artists, musicians, actors, ... people who command respect for their talent. The introduction of a new multi-colour look, together with 24 hours a day live stream JIM on the website, chats with VJs, the latest clips, and more, give a mix of fun and entertainment that goes down well.
INGE TOSSYN, PRODUCTION ASSISTANT VTMKZOOM - VtmKzoom is a baby that is growing fast, and that I am already very proud of. In October we celebrated our first birthday and it is great already so well-known among children. One big memory from last year for me is our presence (a one-day children's music festival) and my first encounter
to see that the channel is at Pennenzakkenrock with more than 20,000 enthusiastic kids. ''
Alongside its vtm family channel, VMMa has, in 2BE, a station that comes out fighting, with challenging and daring programmes from home and abroad. In 2010, 2BE's market share rose to 9% in VVA 18-44.
The chart of 2010's most watched programmes clearly indicates where 2BE's strengths lie: a handful of well-chosen and talked about local productions like M!LF and Benidorm Bastards, American series, movies and live sports.
'' Late in 2010, VMMa took over the lifestyle channel Vitaya: a strong brand that VMMa wants to turn into a jewel. Vitaya has over the years taken a unique position in the television landscape, being synonymous with positive, high quality programmes which explain current issues in an accessible way. At the start of 2011 the fixed appointments in the Vitaya daily programme were strengthened and theme evenings introduced. In autumn 2011 Vitaya will undergo a more thorough reformatting.
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One of the strategic priorities of the Vlaamse Media Maat-
schappij in recent years has been diversification. Tapping new sources of revenue and setting up new activities make the company grow stronger.
Since 2007, there has been JIM Mobile, with now more than 550,000 prepaid customers. In 2010 a 'JIM Mobile Blue' subscription formula was also launched.
Three major new projects were begun last year:
Starway Film Distribution (SFD), a collaboration with the entertainment group eOne, promotes and distributes many international films in Belgium and Luxembourg. SFD started in October and has since then brought out three films.
Surfers will find a full range of culinary information on culinary zesta.be, the online inspiration and coaching platform. Both laymen and experienced chefs can find there (video) recipes, seasonal tips and helpful explanations from the
Puntavista.be, a collaboration with RTL in the south of the country, gives a comprehensive but clear overview of the thousands of promotions that retailers and customersadvertisers offer each week.
Paratel is a 100% subsidiary of VMMa. As a technical facilitator for SMS and IVR services, the company maintained its market lead in 2010. This included extending the deal with Roularta for marketing the puzzles in their magazines (in collaboration with Digital Data). Paratel also made sure that voting sessions went ahead perfectly for a number of successful TV programmes on both vtm and RTL (Sterren op de Dansvloer, So You Think You Can Dance, Mijn Restaurant!, Star Academy and others).
In 2010, Paratel remained the country's largest analogue teletext manager with a portfolio that includes the teletexts of vtm, 2BE, JIM, RTL-TVI, ClubRTL, PlugRTL and MTV Networks Belgium (MTV and TMF).
Early in 2010 Paratel created a solution for the video offering on the Sport.be website. Later in the year, the mobile website m.vdab.be was created. For Belgacom, Paratel built the Belgacom Skynet EPG, a mobile version of the standard Electronic Program Guide.
Q-music is strengthening its market leadership, with a market share of 25.7% in the 18-44 group. Q-music is particularly strong among young people.
many zesta chefs. mainsprings for JOE fm's second
In the musical area, Q-music did not stand still. In late October it launched, next to the Top 40 Hitlist, its iTunes Top 30, the most up-to-date chart in Flanders. Het Geluid (The Noise), the Q-Beach House and Foute Party (Wrong Party) also had their customary places in the Q-music action plan.
Sven and Kurt again came up with lots of fun stunts: the Draaiende Studio (Spinning Studio) followed on the heels of the Vliegende Studio (Flying Studio). And in the Q-restaurant, listeners
had an opportunity to test their cooking and serving skills. After that, in Ornelis & Rogiers staan bij je op (Ornelis & Rogiers wake up in your house), they presented their morning show live from listeners' homes.
2011 is Q-music's tenth birthday year, an anniversary that will be celebrated in due style. Behind the screens the station is also investing in new voices, thanks also to the Q-academy, and in new formatting and extensive digitisation.
KATHY KING, CONTENT COORDINATOR ZESTA - On November 8 the culinary platform zesta.be was launched. This was one of the highlights of 2010. Starting this platform from scratch was a once-in-a-lifetime opportunity. My job is to supply the site with content that will inspire all surfers who love good food and everything related to it. I also try to solve cooking problems, a service that our visitors really appreciate. '' newspapers, being a bit silly sometimes: it's marvellous! '' ''
With an 8.5% market share in the 30-49 group, JOE fm is very much complementary to Q-music. An excellent result for a radio station that is barely one year young! JOE fm is the music station par excellence. Throughout the year listeners voted their favourite songs from a particular decade for the many charts to be heard on JOE fm: The 60ies top 600, The 70ies top 700, I love the '80s top 800 and the chart of charts, the Hit Archive Top 2000.
Their voices were heard not just during the tops but also during the Great Requests Week, in which the JOE DJs played nothing but listener requests from 6 in the morning to 7 at night. But
radio is not just music: the addictive radio game WHO ARE WE was back on the air in 2010. JOE fm is today solidly ensconced in the radio landscape. We enter 2011 with undiminished elan. Music and smile will again be the
birthday.
ANKE BUCKINX, RADIO EDITOR - For four years now I've been Wim Oosterlinck's regular sidekick during the evening peak at Q-music. For five weeks during the summer holidays Wim and I took care of the Q morning show. The one downside was having to get up ridiculously early in the morning. Doing morning radio is simply the best job there is. Sitting with a delicious coffee telling people what's in the
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'' STIJN WUYTS, EDITOR KANAAL Z - With Kanaal Z, we bring an exciting mix of news and interpretation of anything related to economics and finance. And that's important for everyone. I've been one of the newsroom journalists since 2008. Our job is to summarise news items into eye-catching 90-second TV features. I also regularly play editor. I then direct our journalists, consulting with them on which news items to broadcast and how. Occasionally you will also see me on the screen, when I replace one of our anchormen on the news, the daily market talk or Z-Expert.
Kanaal Z and Canal Z, the only business stations in Flanders, Wallonia and Brussels, stand for reliable economic news with a clear view on business, economics and money. Both are open, generalist channels, providing interpretation and inspiration in a rational and intellectually enriching manner. Kanaal Z and Canal Z's varied offering and their innovative approach are creating strong loyalty and are leading many viewers to install digital TV in their homes. This is borne out by the latest ratings. Every week the two channels are viewed by around 1,150,000 people; on a monthly basis, Kanaal Z and Canal Z can count on some 2.85 million unique viewers. With an average daily reach of 270,000 viewers (source: small audiometry) the two channels confirm their solid position in the overall TV offering.
Kanaal Z and Canal Z target not only entrepreneurs and managers, but also the financially committed citizen.
Programmes like Z-Nieuws, Z-Beurs (stock market) and Z-Expert provide up-to-date social, economic and financial reporting from both Belgium and wider afield. Z-Ondernemen, Z-Business and Z-Wijzer are aimed at viewers wanting to acquire a deeper understanding and evolve further within the business environment, while Z-Boek, Z-Steden (cities) and Z-Talk offer inspiration to a more general audience.
Another strength of Kanaal Z and Canal Z is their loop-broadcasting formula, which enables both stations to broadcast a highly informative news programme throughout the week. The first part, containing reports from the news unit at the vtm editorial centre, is then followed by Z-Beurs and Z-Expert, coming from the Brussels Media Centre in Evere, where more than 300 top journalists provide non-stop internet reporting, news commentaries and in-depth journalism for the Group's magazines from a multimedia newsroom.
During the weekend, topical themes are explored further in discussions with businessmen and politicians. Inspiration and relaxation is provided by programmes like Fleet TV and Masterclass.
MARISKA BLOMMAERT, ACCOUNT
MANAGER RTVM - Since February 2010 I've been part of a small but determined new team at RTVM, tasked with blowing fresh air into the national advertising for all Flemish regional stations. As account manager I am often out on the road discussing media plans with advertisers or agencies. In so doing I try to think 'out of the box' and adapt to today's market; in other words, producing creative formulas to measure. Apart from the commercial side, I also look after production matters, which is logical, given my work experience. I am the contact point for our customers if they need a spot, an infomercial or a programme.
By starting with RTVM I've really taken a new career direction, and with it a real challenge. Today we can look back on a fruitful and instructive year in a dynamic and very human team environment. The result ... regional television is, more than ever, back on the map! ''
16 years ago it was Roularta that devised the formula for regional television: 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 non-profit 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 information-carrying cartoon stories for businesses and governments.
In Brabant Roularta provides the advertis ing sales management for Ring TV.
National advertising is managed from the Roularta Media Centre in Zellik by RTVM, a media management company in which three Flemish media groups (Roularta, De Persgroep and Concentra) all participate.
The regional channels reach 1.25 million viewers daily, making them an interest ing target group for national and local advertising campaigns and for communication by regional, provincial and city governments.
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PRINTING
As chief supervisor of Roularta Printing, my job together with my colleagues is to control the productivity of the machinery and the quality of the delivered printwork. This also includes training staff and launching new production lines.
'' Back in 2008 I was given the task of launching the new 72 page Lithoman press. This was a major undertaking I now have to repeat in 2011, along with our operator team and technical department, as our Lithoman 72 is getting a twin
brother this year.
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, Dutch and Adriatic newspapers and magazines. A further 30% of turnover (30 of the 100 million euros) comes from printing orders for the European market.
'' Since the early 90s Roularta has been investing in machinery and working methods that contribute to a sustainable future.
Roularta Printing is equipped with a special heatset printing infrastructure. A MAN Colorman press can print in heatset full colour up to 64 pages broadsheet or 128 pages in tabloid format. A Mitsubishi configuration can print in heatset full colour up to 48 pages broadsheet or 96 pages tabloid. Alongside these superpresses, Roularta works with 72, 48 and 16 page magazine format presses. The MAN Colorman 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 on glossy paper in resplendent colour.
Roularta Printing does its own finishing with Muller-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 markets.
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 is 100% recycled paper. A perfect closed circuit: all magazines and newspapers are recovered and reused to produce new newsprint.
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JAARVERSLAG 2010 ANNUAL REPORT 2010
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JAARVERSLAG 2010 ANNUAL REPORT 2010
NEWSPAPERS
| NOTES TO THE CONSOLIDATED FINANCIAL | |||
|---|---|---|---|
| STATEMENTS: | 123 | ||
| NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES | 123 | ||
| NOTE 2 - SEGMENT REPORTING | 130 | ||
| NOTE 3 - SALES | 132 | ||
| NOTE 4 - SERVICES AND OTHER GOODS | 133 | ||
| NOTE 5 - PERSONNEL | 133 | ||
| NOTE 6 - WRITE-DOWN OF INVENTORIES AND | |||
| RECEIVABLES | 134 | ||
| NOTE 7 - OTHER OPERATING INCOME / EXPENSES 134 | |||
| NOTE 8 - RESTRUCTURING COSTS | 135 | ||
| NOTE 9 - NET FINANCE COSTS | 135 | ||
| NOTE 10 - INCOME TAXES | 135 | ||
| NOTE 11 - EARNINGS PER SHARE | 137 | ||
| NOTE 12 - DIVIDENDS | 137 | ||
| NOTE 13 - INTANGIBLE ASSETS | 138 | ||
| NOTE 14 - GOODWILL | 140 | ||
| NOTE 15 - PROPERTY, PLANT AND EQUIPMENT | 141 | ||
| NOTE 16 - INVESTMENTS ACCOUNTED FOR | |||
| USING THE EQUITY METHOD | 142 | ||
| NOTE 17 - LOANS, GUARANTEES, | |||
| AVAILABLE-FOR-SALE INVESTMENTS | 143 | ||
| NOTE 18 - TRADE AND OTHER RECEIVABLES | 144 | ||
| NOTE 19 - DEFERRED TAX ASSETS AND LIABILITIES 146 | |||
| NOTE 20 - INVENTORIES | 147 | ||
| NOTE 21 - SHORT-TERM INVESTMENTS, CASH | |||
| AND CASH EQUIVALENTS | 147 | ||
| NOTE 22 - EQUITY | 148 | ||
| NOTE 23 - SHARE-BASED PAYMENTS | 149 | ||
| NOTE 24 - PROVISIONS | 150 | ||
| NOTE 25 - SIGNIFICANT LITIGATIONS | 151 | ||
| NOTE 26 - NON-CURRENT EMPLOYEE BENEFITS | 151 | ||
| NOTE 27 - FINANCIAL DEBTS | 153 | |
|---|---|---|
| NOTE 28 - OTHER NOTES ON LIABILITIES | 154 | |
| NOTE 29 - FINANCE AND OPERATING LEASES | 155 | |
| NOTE 30 - CONTINGENT LIABILITIES AND | ||
| CONTRACTUAL COMMITMENTS FOR | ||
| THE ACQUISITION OF PROPERTY, | ||
| PLANT AND EQUIPMENT | 156 | |
| NOTE 31 - FINANCIAL INSTRUMENTS - MARKET | ||
| AND OTHER RISKS | 156 | |
| NOTE 32 - CASH FLOW RELATING TO ACQUISITION | ||
| OF SUBSIDIARIES | 163 | |
| NOTE 33 - CASH FLOW RELATING TO DISPOSAL | ||
| OF SUBSIDIARIES | 165 | |
| NOTE 34 - INTEREST IN JOINT VENTURES | 165 | |
| NOTE 35 - EVENTS AFTER THE BALANCE | ||
| SHEET DATE | 166 | |
| NOTE 36 - FEES TO THE AUDITOR AND TO | ||
| PERSONS RELATED TO THE AUDITOR | 166 | |
| NOTE 37 - RELATED PARTY TRANSACTIONS | 166 | |
| NOTE 38 - GROUP COMPANIES | 168 | |
| STATUTORY AUDITOR'S REPORT | 170 | |
| STATUTORY ANNUAL ACCOUNTS | 171 | |
| EXTRACT FROM THE STATUTORY ANNUAL REPORT | ||
| OF THE BOARD OF DIRECTORS | 173 | |
| READERS / DISTRIBUTION / VISITORS | 174 | |
| FINANCIAL CALENDAR | 176 |
| MISSION & STRATEGY | 86 |
|---|---|
| ROULARTA AS TECHNOLOGICAL INNOVATOR | 88 |
| ENVIRONMENT, PREVENTION AND WELL-BEING | 90 |
| THE ROULARTA MEDIA GROUP SHARE | 93 |
| CONSOLIDATED KEY FIGURES | 96 |
| SALES 2010 - BREAKDOWN | 99 |
| GROUP STRUCTURE | 100 |
| BOARD OF DIRECTORS AND MANAGEMENT TEAM | 102 |
| ANNUAL REPORT OF THE BOARD OF DIRECTORS | 105 |
| CORPORATE GOVERNANCE DECLARATION | 112 |
| CONSOLIDATED FINANCIAL STATEMENTS | 119 |
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MILLION EUROS CURRENT NET PROFIT OF THE CONSOLIDATED COMPANIES
As a multimedia company, Roularta Media Group (RMG) sets out to create value for its readers, internauts, viewers, listeners, advertising customers, employees and shareholders.
This approach places Roularta Media Group in an outstanding position to offer advertisers, through a combination of various channels, a media mix which can strengthen their communication.
The Group seeks a balance and a mutually complementary interaction between freesheets and paid magazines, between traditional and new media, and between print and radio/TV.
All of 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 flexibility and boost Roularta's anticyclical character.
MILLION EUROS TOTAL ASSETS 933
In Belgium, Roularta wishes to be 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, RMG produces freesheets, open network TV, radio and the Vlan.be internet site. For special target groups RMG produces quality magazines, a news TV station and high-content portal sites. In this way Roularta is constantly investigating new opportunities – titles, marketing initiatives and new media – to strengthen its position in Belgium and abroad. ''
In France, Groupe Express-Roularta (GER) groups a number of prestigious weekly and monthly magazines, organises fairs and develops websites. Roularta realises a third of its overall sales in France.
In joint venture with the French group Bayard, Roularta is active in the Netherlands and Germany with magazines for senior citizens and in Germany with a wide range of magazines for parents and children, home & garden. Roularta publishes city magazines in Belgium and France, Slovenia, Croatia and Serbia.
Roularta Media Group continues to invest in profitable revenue growth through concept differentiation and innovation, and by responding to the expectations of both consumers and customer-advertisers. Competitive pricing and the ability to offer quality multimedia platforms play an essential role here.
RMG continues to innovate in the field 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 is a guarantee for future success. Roularta Media Group is a company with a strong record of socially responsible entrepreneurship, in which integrity, customer-friendliness and commitment come first. ''
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by Erwin Danis, Premedia Director
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 benefit the Group's own internal work processes, but many times they are also the driving force behind decisive market developments.
In 2007 Roularta Publishing, the premedia company of the Roularta Media Group, was one of the five finalists in the prestigious 'Best Innovator' annual competition that consulting firm A.T. Kearney now organises in no less than ten European countries. Roularta Publishing was nominated for its relentless innovation in developing and implementing standardised methods for getting digital files ready for print. These work methods not only improve the Group's own internal efficiency, but often have an optimising effect for the entire printing industry.
In the field of printed media, for example, Roularta Media Group has been the starting point for various Belgian and international standards describing the methodology for the prepress preparation of digital data and for the electronic exchange of the accompanying order information. 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 (www.medibelplus.be), Roularta Media Group several years ago achieved the breakthrough of the PDF file format as the standard for the delivery of digital ads to newspapers and magazines. Medibel+'s first PDF standards were based on the results of a Roularta Media Group research project, which tested various software packages for the quality control of PDF files and set recommended procedures for the creation, verification and correction, where necessary, of delivered PDF files. By providing intensive personal guidance to its advertisers, Roularta Media Group has also greatly contributed to getting PDF known to a wider audience. The Medibel+ PDF standards are regularly updated. Within Medibel+ Roularta Media Group continues to enhance its pioneer status: Erwin Danis (RMG premedia director) is currently president of the organisation.
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. Within the international GWG too, Roularta Media Group continues to assume its responsibility, with the Group being represented by Erwin Danis (as chairman of the board of directors).
Roularta Media Group was behind the development of the AdTicket method for the digitisation of order workflow between on the one side the media buyers and creative agencies which produce the ads, and on the other side publishing companies. AdTicket allows information about a specific ad, delivered in PDF form, to be included as metadata in the PDF file. Roularta Media Group and Medibel+ launched the first AdTicket in April 2005. In Belgium alone more than 400 advertising agencies currently use this system.
GWG too has introduced an AdTicket, consisting essentially of the existing Medibel+ AdTicket. The internationalisation of the Medibel+ AdTicket method is particularly valuable, since the Belgian agencies using it can now also deliver to foreign publishers using the same standard. With this project Roularta Media Group once again shows its technical innovativeness, and the working methods it has developed are being followed abroad.
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 four others (Media Cloud platform, content referencing and presentation, sports results aggregation and next media).
RMG is also involved in the ICON project, i-Read+, with 'intelligent reading pleasure' as its main theme. Additionally, RMG takes part in the dINK project which aims to introduce a prototype service for publishing magazines in new subscription formulas on tablets.
Roularta Media Group is heavily committed to various research and standardisation projects to optimise the web offset process. Together with foreign partners in the Web Offset Working Group (WOWG), Roularta Media Group is working, among other things, on developing ISO-standardised ICC colour profiles for web offset printing.
At editorial level too, Roularta Media Group is preparing for the
future by introducing CCI NewsGate as a unique system for the entire newsroom, covering editors of all Roularta Media Group news magazines, and with an emphasis on editorial planning, contract management and cross-media reuse of content. NewsGate will be keeping every participant in the editorial process constantly abreast of planned articles and assignments. NewsGate will also streamline the planning process and enable Roularta editorial staff to work 'multi-title' and 'multichannel'. In this way a particular content item can be recycled in different ways in the various media channels. An important component of the NewsGate project is the
integration of RMG's Fatwire online publishing system that allows users to first collect and edit content in NewsGate, and then send the content through to Fatwire for publication on the
web.
Integration with the PrintProduction and the AdRoom systems gives RMG an efficient, multimedia, combined editorial and advertising system. This system also provides total workflow support for the formatting and production follow-up of multimedia ads.
ANNUAL REPORT 2010
In 2010 Roularta Media Group again made major efforts to produce its various media in an environmentally and energyfriendly manner. Meeting all legally imposed environmental standards remains an absolute minimum.
Roularta signed up to the West Flanders Sustainable Business Charter. 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. In 2009, the 'zero audit' was undertaken to see whether the company operates at an adequate level to take part. This was followed in 2010 by an action plan for the various items and the related objectives.
The sustainability charter is at once a deliberate and concrete action plan, and a broad platform for reporting our achievements to the outside world, our customers, suppliers and employees.
This communication is taking increasingly concrete form with, among other things, regular consultations with the general neighbourhood committee and with the city government environmental officers.
In addition, in 2010, work began on developing GRI (Global Reporting Initiative) reporting and CSR (Corporate Social Responsibility) initiatives.
An internal and external noise study was undertaken as part of the process of updating the environmental licence. This included testing whether the earlier computer simulation, which was a decisive factor in the choice of insulation and finishing materials, matches the actual situation. No abnormalities were identified and the noise level of the entire site meets the applicable Vlarem requirements.
The consumption of energy and raw materials has long been
systematically monitored using customised software to map the progress of particular forms of consumption (paper, energy, water, etc.). In 2010 we began extending this screening to the energy share of the individual printed matters.
For the purchase of electricity, we had already switched entirely over to renewable sources.
The design of a water balance plan many years ago, consumption monitoring and regular adjustments mean that we consume roughly the same quantity of water in 2010 as we did in 1995, despite strong growth in production volumes. Such monitoring also allows us to react rapidly to any faults, to optimise and set targets.
Water consumption is closely related to our cooling requirements. After starting the use of rainwater in 2009 (with spectacular results: 700 m³ per month savings on city water), a project was developed in 2010 to use retention water from the installation for reverse osmosis in the cooling tower installation. Again, we are aiming to save more than 300 m³ per month and further reduce our wastewater discharge. With the further refinement of the cooling systems, the company can now meet 65% of its cooling needs without requiring additional power (i.e. for free).
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 an energy plan to the Flemish government's verification office and to carry out the proposed measures within the set deadline (four years). They are also required to report annually to this control body on planned/executed measures and avoided CO2 emissions.
Meanwhile, the measures to implement the second energy plan are in full swing. These should be completed by autumn 2013. The implemented and planned investments bring very significant savings of electrical and thermal energy, along with a significant reduction in CO2 emissions.
By consistently opting for the most economical cars on the market, the average CO2 emissions for a company vehicle have fallen further: from 141 g/km in 2007 to 112 g/km in 2011 (see graph).
Last year hybrid cars were added to the list of choices for our drivers. Some are already driving these cars. This trend is no doubt set to continue in the future.
In 2010, Roularta was FSC and PEFC certificated. Following a positive audit, the competent independent regulatory body confirmed that our company contributes convincingly to the responsible forest management that both concepts seek to pursue. More and more of the Group's own publications are also printed on PEFC paper.
At Roularta Media Group attention was paid in 2010 to a wide range of aspects in different areas of Prevention and Well-being:
As indicated, the Charter promotes various themes. These include attention to social issues, people-friendly business, and employee safety and well-being. The following projects were implemented, among others, in 2010.
mentally friendly travel options. New initiatives followed to support and encourage, among others, carpooling and the third payer system for public transport. The advantages and disadvantages, in personal, social, ecological and financial terms were also included in the brochure.
The expansion of production activities in Roeselare brought a lot of issues with it. Subjects of particular attention in 2010 included:
APPLICATION OF NEW CHEMICAL LEGISLATION In 2009, several laws appeared concerning chemical products. In 2010, the REACH regulation was studied. A risk analysis showed clearly that this has only minimal effects on our business. Meanwhile, new products were tested, and the overviews of chemicals employed and the associated risk assessments completed. The impact on the VOC bookkeeping was also assessed. The products in all sites and offices were examined in this process. In so doing we are continuing to get ready for the CLP rules.
Our production department employees in particular are confronted with shift and night work, with its impact on overall health. Considerable attention was paid to this during the 2010 medical examinations. Each employee received a questionnaire that probed for any health problems associated with this shift work. The list was discussed during the consultations with the doctor. Various tips and information were exchanged. At the end of the work year the doctor gave an inventory of the general findings of our employees.
The law imposes strict administrative obligations on companies regarding accident prevention and related fields. In 2010, we focused on this administration in the warehouse and workshop in the Kermisstraat in Roeselare. Besides the administration of machinery or electrical equipment, matters such as approvals, external influences, fire and evacuation aspects, first aid equipment, etc. were examined and optimised.
To gain insight into the nature of the tasks for which staff
are employed on a freelance basis, a questionnaire was sent to hirers. The resulting inventory showed clearly which work categories are involved. In 2011, we want to examine this area more closely and make specific arrangements.
A similar exercise was carried out for temporary workers whom Roularta employs on a short-term basis (e.g. hostesses for events). This resulted in appropriate job descriptions.
Roularta in 2010 took part in a Red Cross campaign to recruit new blood donors. The proposed minimum number was greatly exceeded, earning Roularta the distinction of 'Company with a Heart'.
The risks incurred by employees travelling to and from work are also the employer's responsibility. Traffic accident prevention is, however, a little known and often misinterpreted field. Usually companies assume that it is very difficult to manage these risks. On the basis of various tips, info moments during medical examinations, an information document delivered together with green insurance cards, tyre inspections and so on, we continue to ask our drivers to pay attention to their traffic behaviour.
JAARVERSLAG 2010
ANNUAL REPORT 2010
The capital of NV Roularta Media Group at 31/12/2010 is EUR 203,040,000, represented by 13,131,940 shares.
On 14 January 2011, following an exercise of 9,183 warrants, the capital of NV Roularta Media Group was increased up to EUR 203,225,000 represented by 13,141,123 shares of which 4,730,246 with a VVPR character.
Shares are either registered, bearer or dematerialised according to the preference of the holder.
As from 1 January 2008 new securities can no longer be issued in physical form.
The company appeals to the services of Euroclear, as a settlement institution for the dematerialisation of the bearer securities.
The statutory autorisation to purchase own company shares was renewed by the General Meeting of 19 May 2009.
There were no own shares bought in the course of the financial year 2010.
At 31 December 2010, the company had 512,863 of its own shares in portfolio representing 3,91% of the authorised capital.
On 31 December 2010, 9,157,356 of the outstanding shares were registered shares.
| Date of notifi cation |
Number of shares |
% | |
|---|---|---|---|
| Koinon NV(2) | 24/06/10 | 7,872,784(1) | 59.95% |
| Cennini NV(2) | 24/06/10 | 2,022,136 | 15.40% |
| Bestinver Gestión S.G.I.I.C. SA |
30/09/09 | 1,198,762 | 9.13% |
| Individual and institu tional investors |
2,038,258 | 15.52% |
(1) Including 512,863 own shares Roularta Media Group.
(2) 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 CBFA cf. article 74 § 6 of the abovementioned 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 (in other words 56.05%) of the NV Roularta Media Group. The announcement has been updated as such.
Roularta Media Group's shares have been listed on Euronext Brussels since December 1998.
They form part of Euronext's NextPrime quality segment, under the section 'Media & Photography - Printing & Publishing'.
| Roularta share | ISIN | BE0003741551 MEP | BRU |
|---|---|---|---|
| Euronext code BE0003741551 Mnemo ROU | |||
| Roularta VVPR strip ISIN | BE0005546172 MEP | BRU | |
| Euronext code BE0005546172 Mnemo ROUS | |||
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
JAARVERSLAG 2010 ANNUAL REPORT 2010
NEWSPAPERS
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 | EURO | |
| 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 17.375 warrants | 13,141,123 | 203,225,000.00 | EUR |
| Average | |||
|---|---|---|---|
| Month | closing price | Volumes | In EUR millions |
| Jan 10 | 15.66 | 38,663 | 0.60 |
| Feb 10 | 15.74 | 29,145 | 0.45 |
| Mar 10 | 17.26 | 293,144 | 4.99 |
| Apr 10 | 17.82 | 143,059 | 2.52 |
| May 10 | 17.47 | 74,618 | 1.30 |
| Jun 10 | 17.06 | 29,090 | 0.49 |
| Jul 10 | 16.70 | 40,198 | 0.66 |
| Aug 10 | 17.90 | 389,304 | 7.07 |
| Sep 10 | 18.60 | 256,549 | 4.74 |
| Oct 10 | 21.55 | 163,946 | 3.34 |
| Nov 10 | 24.37 | 129,058 | 3.14 |
| Dec 10 | 26.01 | 189,559 | 4.81 |
| 1,776,333 | 34.11 |
The highest price during 2010 was EUR 27.00 on 10 December. The lowest price during 2010 was EUR 14.70 on 22 January. The largest daily trading volume was 73,451 shares on 15 March 2010.
The Roularta share is included in the MSCI Small Cap Index and in the BEL MID Index of Euronext Brussels (BE0389856130) in 2003.
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.
Having not paid a dividend for two years, the executive board proposes the general assembly to resume payments by distributing a dividend of EUR 0.50 gross per share. This equals EUR 0.375 net (25% dividend tax) and EUR 0.425 (15% dividend tax with VVPR strip). The pay-out ratio amounts to 20.40%.
| 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 | ||||||
| Gross dividend 0.75 | 0.75 | 0.75 | 0.00 | 0.00 | 0.50 |
JAARVERSLAG 2010
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
| INCOME STATEMENT | 2006 | 2007 | 2008 | 2009 | 2010 | Trend |
|---|---|---|---|---|---|---|
| Sales | 609,231 | 766,824 | 781,605 | 707,253 | 711,563 | +0.6% |
| EBITDA (1) | 72,466 | 79,831 | 67,126 | 36,756 | 77,050 | +109.6% |
| EBITDA - margin | 11.9% | 10.4% | 8.6% | 5.2% | 10.8% | |
| EBIT (2) | 51,089 | 49,563 | 32,714 | 10,222 | 57,038 | +458.0% |
| EBIT - margin | 8.4% | 6.5% | 4.2% | 1.4% | 8.0% | |
| Net finance costs | -1,993 | -13,533 | -14,323 | -12,737 | -6,087 | -52.2% |
| Operating profi t after net fi nance costs | 49,096 | 36,030 | 18,391 | -2,515 | 50,951 | |
| Income taxes | -23,645 | -19,973 | -5,626 | -2,110 | -19,027 | +801.8% |
| Equity method | -12 | -10 | -101 | -38 | -46 | |
| Net profi t of the consolidated companies | 25,439 | 16,047 | 12,664 | -4,663 | 31,878 | +783.6% |
| Attributable to minority interest | 653 | 108 | -1,091 | -478 | 926 | |
| Attributable to equity holders of RMG | 24,786 | 15,939 | 13,755 | -4,185 | 30,952 | +839.6% |
| Net profit attributable to equity holders of RMG - margin | 4.1% | 2.1% | 1.8% | -0.6% | 4.3% | |
| REBITDA (3) | 78,318 | 81,163 | 65,218 | 53,190 | 81,229 | +52.7% |
| REBITDA - margin | 12.8% | 10.6% | 8.3% | 7.5% | 11.4% | |
| REBIT (4) | 59,272 | 57,213 | 39,840 | 29,227 | 64,666 | +121.3% |
| REBIT - margin | 9.7% | 7.5% | 5.1% | 4.1% | 9.1% | |
| Current net profit of the consolidated companies | 31,007 | 23,145 | 17,939 | 10,563 | 38,922 | +268.5% |
| Current net profit of the consolidated companies - margin | 5.1% | 3.0% | 2.3% | 1.5% | 5.5% |
| BALANCE SHEET | 2006 | 2007 | 2008 | 2009 | 2010 | Trend |
|---|---|---|---|---|---|---|
| Non-current assets | 659,205 | 687,076 | 701,401 | 633,152 | 633,114 | +0.0% |
| Current assets | 326,329 | 321,890 | 382,422 | 312,662 | 299,518 | -4.2% |
| Balance sheet total | 985,534 | 1,008,966 | 1,083,823 | 945,814 | 932,632 | -1.4% |
| Equity - Group's share | 284,839 | 283,675 | 318,071 | 311,851 | 345,072 | +10.7% |
| Equity - minority interests | 12,863 | 12,600 | 11,249 | 12,995 | 13,745 | +5.8% |
| Liabilities | 687,832 | 712,691 | 754,503 | 620,968 | 573,815 | -7.6% |
| Liquidity (5) | 0.8 | 1.0 | 1.1 | 1.0 | 1.0 | +0.0% |
| Solvency (6) | 30.2% | 29.4% | 30.4% | 34.3% | 38.5% | +12.2% |
| Net financial debt | 221,415 | 247,745 | 165,389 | 126,435 | 111,402 | -11.9% |
| Gearing (7) | 74.4% | 83.6% | 50.2% | 38.9% | 31.0% | -20.3% |
(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).
| PRINTED MEDIA | |||||||
|---|---|---|---|---|---|---|---|
| 2006 | 2007 | 2008 | 2009 | 2010 | Trend | ||
| Sales | 437,218 | 592,653 | 610,177 | 550,188 | 546,362 | -0.7% | |
| EBITDA | 53,027 | 54,746 | 42,774 | 14,169 | 44,057 | +210.9% | |
| EBITDA - margin | 12.1% | 9.2% | 7.0% | 2.6% | 8.1% | ||
| EBIT | 38,643 | 33,294 | 16,272 | -8,631 | 28,005 | +424.5% | |
| EBIT - margin | 8.8% | 5.6% | 2.7% | -1.6% | 5.1% | ||
| Net finance costs | -1,482 | -13,041 | -13,753 | -12,030 | -5,544 | -53.9% | |
| Operating profi t after net fi nance costs | 37,161 | 20,253 | 2,519 | -20,661 | 22,461 | +208.7% | |
| Income taxes | -18,836 | -10,783 | -1,429 | 3,923 | -10,326 | +363.2% | |
| Equity method | -12 | -10 | -101 | -38 | -46 | ||
| Net profi t of the consolidated companies | 18,313 | 9,460 | 989 | -16,776 | 12,089 | +172.1% | |
| Attributable to minority interest | 888 | 662 | -161 | -280 | 646 | ||
| Attributable to equity holders of RMG | 17,425 | 8,798 | 1,150 | -16,496 | 11,443 | +169.4% | |
| Net profit attributable to equity holders of RMG - margin | 4.0% | 1.5% | 0.2% | -3.0% | 2.1% | ||
| REBITDA | 57,129 | 56,078 | 40,866 | 29,512 | 48,968 | +65.9% | |
| REBITDA - margin | 13.1% | 9.5% | 6.7% | 5.4% | 9.0% | ||
| REBIT | 45,076 | 37,533 | 21,364 | 11,997 | 36,365 | +203.1% | |
| REBIT - margin | 10.3% | 6.3% | 3.5% | 2.2% | 6.7% | ||
| Current net profit of the consolidated companies | 22,491 | 12,593 | 4,230 | -521 | 19,616 | ||
| Current net profit of the consolidated companies - margin | 5.1% | 2.1% | 0.7% | -0.1% | 3.6% |
| 2006 2007 2008 2009 2010 Sales 179,825 181,310 179,178 162,307 171,081 EBITDA 19,440 25,085 24,352 22,587 32,993 EBITDA - margin 10.8% 13.8% 13.6% 13.9% EBIT 12,446 16,269 16,442 18,853 29,033 EBIT - margin 6.9% 9.0% 9.2% 11.6% Net finance costs -511 -492 -570 -707 -543 Operating profi t after net fi nance costs 11,935 15,777 15,872 18,146 28,490 Income taxes -4,809 -9,190 -4,197 -6,033 -8,701 |
|
|---|---|
| Trend | |
| +5.4% | |
| +46.1% | |
| +54.0% | |
| -23.2% | |
| +57.0% | |
| +44.2% | |
| Equity method | |
| Net profi t of the consolidated companies 7,126 6,587 11,675 12,113 19,789 |
+63.4% |
| Attributable to minority interest -235 -554 -930 -198 280 |
|
| Attributable to equity holders of RMG 7,361 7,141 12,605 12,311 19,509 |
+58.5% |
| Net profit attributable to equity holders of RMG - margin 4.1% 3.9% 7.0% 7.6% 11.4% |
|
| REBITDA 21,190 25,085 24,352 23,678 32,261 |
+36.2% |
| REBITDA - margin 11.8% 13.8% 13.6% 14.6% 18.9% |
|
| REBIT 14,196 19,680 18,476 17,230 28,301 |
+64.3% |
| REBIT - margin 7.9% 10.9% 10.3% 10.6% 16.5% |
|
| Current net profit of the consolidated companies 8,516 10,552 13,709 11,084 19,306 |
+74.2% |
| Current net profit of the consolidated companies - margin 4.7% 5.8% 7.7% 6.8% 11.3% |
ROULARTA MEDIA GROUP 99 ANNUAL REPORT 2010 ROULARTA MEDIA GROUP
All financial amounts expressed in thousands of euros.
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
NEWSPAPERS
ANNUAL REPORT 2010
| DESCRIPTION | in euro | 2006 | 2007 | 2008 | 2009 | 2010 |
|---|---|---|---|---|---|---|
| Equity - Group's share | 26.70 | 26.51 | 29.85 | 24.71 | 27.35 | |
| EBITDA | 6.79 | 7.46 | 6.30 | 2.91 | 6.11 | |
| REBITDA | 7.34 | 7.59 | 6.12 | 4.22 | 6.44 | |
| EBIT | 4.79 | 4.63 | 3.07 | 0.81 | 4.52 | |
| REBIT | 5.56 | 5.35 | 3.74 | 2.32 | 5.12 | |
| Net profit RMG | 2.32 | 1.49 | 1.29 | -0.33 | 2.45 | |
| Net profit RMG after dilution | 2.30 | 1.47 | 1.29 | -0.33 | 2.45 | |
| Current net profit of the consolidated companies | 2.91 | 2.16 | 1.68 | 0.84 | 3.08 | |
| Gross dividend | 0.75 | 0.75 | 0.00 | 0.00 | 0.50 | |
| Price/Earnings (P/E) (2) | 20.59 | 22.66 | 7.43 | 18.22 | 8.33 | |
| Number of shares at 31/12 | 11,005,485 | 11,037,050 | 13,131,940 | 13,131,940 | 13,131,940 | |
| Weighted average number of shares | 10,667,825 | 10,699,646 | 10,654,787 | 12,619,077 | 12,619,077 | |
| Weighted average number of shares after dilution | 10,797,661 | 10,825,112 | 10,686,099 | 12,619,077 | 12,653,025 | |
| Highest share price | 59.90 | 68.82 | 52.00 | 17.95 | 27.00 | |
| Share price at year-end | 59.85 | 49.02 | 12.51 | 15.25 | 25.70 | |
| Market capitalisation in mill. EUR at 31/12 | 658.68 | 541.04 | 164.28 | 200.26 | 337.49 | |
| Yearly volume in million EUR | 134.90 | 101.25 | 43.19 | 18.06 | 34.11 | |
| Yearly volume in number | 2,519,919 | 1,640,467 | 1,499,835 | 1,283,950 | 1,776,333 |
(1) On the basis of the weighted average number of shares.
(2) Earnings = current net profit of the consolidated companies.
SALES (5 years)
JAARVERSLAG ANNUAL REPORT
MAGAZINES
MAGAZINES
NEWSPAPERS
ANNUAL REPORT 2010
Jan Staelens CFO
Baron Hugo Vandamme Permanent Representative of HRV NV Independent Director Chairman (2014)
Lieve Claeys Permanent Representative of Fraka-Wilo NV Executive Director (2012)
Rik De Nolf Permanent Representative of De Publigraaf NV Managing Director (2014)
Rik De Nolf CEO
Xavier Bouckaert
COO
Caroline De Nolf Permanent Representative of Verana NV Non-executive Director (2012)
Permanent Representative of Carolus Panifex Holding BV Independent Director (2014) Chairman of the Audit Committee Member of the Appointments Marleen Vaesen Permanent Representative of MAVAC BVBA Independent Director (2014) Member of the Audit Committee
Marc Verhamme Permanent Representative of Pur Vie NV
Independent Director (2014) Member of the Appointments and Remuneration Committee
Leo Claeys Permanent Representative of De Meiboom NV Non-executive Director Vice-Chairman (2014) Member of the Audit Com-
mittee and Appointments and Remuneration Committee
Rik De Nolf Chairman
Eddy Brouckaert Director Newspapers
Jo Bruneel Director Freesheets
Erwin Danis Director Premedia
Katrien De Nolf Director Human Resources
Hugues De Waele Director Foreign Media
Willem Vandenameele Director IT
Xavier Bouckaert Director Magazines Philippe Belpaire Director National Advertising
William Metsu Director Printing
Director Finance
Corinne Denis Director Multimedia
Editorial Director L'Express Corinne Pitavy Director-General
Sophie de Beaudéan Director Finance
Eric Matton Deputy Director-General Consumer Branch Director
Jean Weiss Deputy Director-General Director Specialised Media L'Etudiant, L'Entreprise, Mieux Vivre Votre Argent
Valérie Salomon Director Express-Roularta Services
Rik De Nolf Chairman Director-General
Anne Evrard Subscription and Derived Products Director
Sébastien Loison Managing Director Point de Vue and Studio Marie-Pierre Ombrédanne Deco Branch Publisher
Véronique Darasse Director Human Resources
Jean-Antoine Bouchez Director Mieux Vivre Votre
Argent
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
to the ordinary general meeting of shareholders of 17 May 2011 concerning the consolidated financial statements for the period ended 31 December 2010
Dear Shareholders,
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 18 March 2011.
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 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 business units, 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, formerly SIC), 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.
opment and the results of the company and of the position of the issuer and the consolidated companies, as well as a description of the main risks and uncertainties they are faced with.
Rik De Nolf, CEO Jan Staelens, CFO
MAGAZINES
ANNUAL REPORT 2010
Roularta Media Group achieved in 2010 a nearly 53% growth in current EBITDA (=REBITDA), taking the current net result from EUR 10.6 million to EUR 38.9 million.
Further cost control and the strengthening of existing brands and titles and the developing of new ones in all countries contributed to this attractive result. Debt was sharply reduced, with a direct impact on financial costs.
The growth in cash flow comes equally from growth both in the Group's printed and its audiovisual media.
In 2010, Roularta continued to work on its multimedia and international expansion with focus on growth of the EBITDA. Multimedia projects were introduced in recruitment communication in Belgium and France. All Group titles received up-todate websites, with digital versions for iPad and other mobile
devices. The big house brands were extended with new satellite activities in the form of seminars and events, surveys and add-on products.
In 2010 Roularta Media Group achieved consolidated sales of EUR 711.6 million, as against EUR 707.3 million in 2009. Adjusted sales in 2010(1) amounted to EUR 710.1 million compared with adjusted sales of EUR 695.0 million in 2009 (+2.2%). The contribution of the audiovisual media was more than 7%, that of the printed media almost 1%.
| Consolidated sales by division (in KEUR) | |||
|---|---|---|---|
| Division | 2009 | 2010 | Trend |
| Printed Media | 540,217 | 544,920 | +0.9% |
| Audiovisual Media | 159,810 | 171,081 | +7.1% |
| Intersegment sales | -5,037 | -5,880 | |
| Adjusted sales | 694,990 | 710,121 | +2.2% |
| Changes in the Group(*) | +12,263 | +1,442 | |
| Consolidated sales | 707,253 | 711,563 | +0.6% |
| categories: | ||
|---|---|---|
| SALES | 2009 | 2010 |
| Free press | 110,925 | 109,342 |
| Magazines | 305,078 | 308,867 |
| Newspapers | 12,380 | 13,190 |
| Internet | 14,782 | 18,646 |
| TV and radio | 125,438 | 138,284 |
| Line extensions and other | 89,862 | 86,093 |
| Printing for third parties | 36,525 | 35,699 |
| 694,990 | 710,121 |
In 2010, Roularta Media Group's sales broke down geographically as follows:
66.4% of total consolidated sales were in Belgium;
29.6% of total consolidated sales were in France;
4.0% of total consolidated sales were in other countries.
The adjusted sales of the Printed Media division, that is free press, newspapers and magazines together, grew slightly (+0.9%) in 2010 to EUR 544.9 million. This marks an end to the downward trend ever since the beginning of the crisis in late 2008.
With a certain time lag a slight decrease can be seen (-1.4%) in advertising revenue in the free press area, where the impact of the crisis came later. This reflects mainly a fall-off in job ads, essentially in the first half of 2010. Sales in the second half of 2010 are in line with those of the second half of 2009.
The adjusted advertising income for the magazines is up slightly, by 3.6%. Advertising income related to the internet activities rose the most strongly, by +25.6%.
| INCOME STATEMENT | 31/12/09 | 31/12/10 | Trend |
|---|---|---|---|
| Sales | 707,253 | 711,563 | +0.6% |
| Adjusted sales (1) | 694,990 | 710,121 | +2.2% |
| EBITDA (Operating cash fl ow) (2) | 36,756 | 77,050 | +109.6% |
| EBITDA - margin | 5.2% | 10.8% | |
| REBITDA (3) | 53,190 | 81,229 | +52.7% |
| REBITDA - margin | 7.5% | 11.4% | |
| EBIT (4) | 10,222 | 57,038 | +458.0% |
| EBIT - margin | 1.4% | 8.0% | |
| REBIT (5) | 29,227 | 64,666 | +121.3% |
| REBIT - margin | 4.1% | 9.1% | |
| Net finance costs | -12,737 | -6,087 | -52.2% |
| Operating profi t after net fi nance costs | -2,515 | 50,951 | +2125.9% |
| Current operating profi t after net fi nance costs | 16,490 | 58,579 | +255.2% |
| Income taxes | -2,110 | -19,027 | +801.8% |
| Share in the profit of the companies with equity method | -38 | -46 | |
| Net profi t of the consolidated companies | -4,663 | 31,878 | +783.6% |
| Attributable to minority interest | -478 | 926 | |
| Attributable to equity holders of RMG | -4,185 | 30,952 | +839.6% |
| Net profit attributable to equity holders of RMG - margin | -0.6% | 4.3% | |
| Current net profi t of the consolidated companies | 10,563 | 38,922 | +268.5% |
| Current net profit of the consolidated companies - margin | 1.5% | 5.5% | |
| BALANCE SHEET | |||
| Non current assets | 633,152 | 633,114 | +0.0% |
| Current assets | 312,662 | 299,518 | -4.2% |
| Balance sheet total | 945,814 | 932,632 | -1.4% |
| Equity - Group's share | 311,851 | 345,072 | +10.7% |
| Equity - minority interests | 12,995 | 13,745 | +5.8% |
| Liabilities | 620,968 | 573,815 | -7.6% |
| Liquidity (6) | 1.0 | 1.0 | +0.0% |
| Solvency (7) | 34.3% | 38.5% | +12.2% |
| Net financial debt | 126,435 | 111,402 | -11.9% |
| Gearing (8) | 38.9% | 31.0% | -20.3% |
(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).
ANNUAL REPORT 2010
As a multimedia company the 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.
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 long-term liabilities under the 'hedging instruments' heading.
To hedge the exchange rate and interest rate risks inherent in the US dollar denominated loan, in which the Group entered in 2006, the Group has concluded a Cross Currency Swap (IRCS) contract which matures on the same date as that on which the repayment and related interest must be paid. This contract is treated as a cash flow hedge (see IAS 39). The market value of this contract is recognised directly in equity.
To hedge risks with respect to adverse interest rate fluctuations, the Group has used financial instruments, namely Interest Rate Swap (IRS) contracts, Cap/Floor contracts, a Floor Spread contract 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 2010 annual report.
As at 31 December 2010, the Group had 2,854 full-time equivalent (FTE) employees. Compared with the previous year, this signifies an decrease of 0.4%. These figures include joint ventures on a proportional basis.
The media market in general is both highly sensitive to fluctuations in the wider economy and cyclical in nature.
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 profit generated by the Printed Media division and the Audiovisual Media division is largely determined by the advertising market, the readers market and viewing and listening figures. In the Audiovisual division, programming costs, for both domestic productions and international film material, are determined a long time in advance and so are inflexible. Conversely, the advertising market can change in the short term.
Risks relating to suppliers 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 RMG if price increases cannot be passed on in time to its customers. To manage the paper price risk, the Group uses price agreements. There are annual contracts concluded for newspaper, and periodical contracts for magazine paper.
Disturbances or disruptions of the IT system RMG is exposed to potential disturbances or disruptions in its computer systems.
Computer systems are a central part of RMG's business. A disturbance in RMG'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 can have a substantial adverse effect on RMG's activities or operating results. To date, the company has not experienced substantial problems with its computer systems, but cannot guarantee that such problems will not occur in the future.
Adjusted readers' market (newsstand and subscription) sales remained almost unchanged (-0.3%).
Generally we can state that customer loyalty to the Roularta Media products is very strong, with subscription customers remaining loyal.
After last year's major restructuring, the Group continues to focus on cost-conscious management. EBITDA was influenced in 2010 by a further EUR 4.9 million of one-off restructuring costs. In addition, EBIT in 2010 was impacted by impairment losses of EUR 2.6 million. These relate, among others, to the Atmosphères title (EUR 1 million), following the termination of the cooperation with the Femmes brand, and to various German titles (EUR 1.4 million). EBIT was also impacted by an extraordinary provision of EUR 0.7 million for doubtful customer Future Medias.
Operating cash flow (EBITDA) rose from EUR 14.2 million to EUR 44.1 million, REBITDA (current operating cash flow) rose from EUR 29.5 to 49.0 million (+65.9%).
Operating result (EBIT) advanced from EUR -8.6 to +28.0 million. A current operating profit (REBIT) of EUR 36.4 million was achieved compared with EUR 12.0 million in 2009.
The net result of the division was a profit of EUR +12.1 million as against a loss of EUR -16.8 million in 2009, while the current net result was a profit of EUR +19.6 million as against a loss of EUR -0.5 million in 2009.
Adjusted sales by the Audiovisual Media division rose from EUR 159.8 to 171.1 million (+7.1%). The audiovisual media appeared the most resistant media to the effects of the economic crisis.
Advertising revenues at the VMMa group rose significantly. Games of chance revenues at Paratel showed a decline, which has been visible for some years. This decrease is due to a change in billing method as a result of new legislation, parallelled by a reduction in costs.
An exceptional windfall was the news that a Social Security claim of EUR 0.8 million against VMMa was unfounded and could be booked out.
Operating cash flow (EBITDA) grew by 46.1% from EUR 22.6 to 33.0 million. Current operating cash flow (REBITDA) (in 2010 negatively influenced by the extraordinary reversal of a Social Security claim of EUR 0.8 million) advanced from EUR 23.7 to 32.3 million.
Operating profit (EBIT) rose from EUR 18.9 to 29.0 million and current operating profit (REBIT) from EUR 17.2 to 28.3 million. This gives a REBIT margin of 16.5% compared with 10.6% in 2009.
The net profit of the division amounted to EUR 20.0 million compared with EUR 12.1 million in 2009, while current net profit rose by 74.2% from EUR 11.1 to 19.3 million.
Equity at 31 December 2010 was EUR 358.9 million compared with EUR 324.8 million at 31 December 2009. This increase reflects primarily the increase in the consolidated reserves. These rose by EUR 30.9 million, representing the net profit of 2010.
At 31 December 2010, net financial debt(2) amounted to EUR 111.4 million compared with EUR 126.4 million at 31 December 2009.
The bank covenants, which had been renegotiated with the Group's bankers in 2009, were easily met. With a net financial debt to REBITDA of 1.28, the Group has continued to deleverage.
Total investments amounted in 2010 to EUR 20.0 million, of which EUR 4.2 million in intangible assets (mainly software), EUR 5.7 million in tangible assets (of which EUR 4.6 million on-balance sheet and EUR 1.1 million off-balance sheet) and EUR 10.1 million in acquisitions. The largest acquisition was Media Ad Infinitum NV (Vitaya) by VMMa for EUR 9.5 million (RMG share).
On 14 January 2011 the company capital was increased by EUR 184,853.79 by the creation of 9,183 new shares with the related VVPR strips following an exercise of warrants. The board of directors, making use of the authorised capital, then increased capital by EUR 146,21 by incorporating reserves available for distribution in the same amount, without issuing new shares, bringing capital to EUR 203,225,000.
After this capital increase, the issued capital amounted to EUR 203,225,000 represented by 13,141,123 shares. These are no-par shares.
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.
MAGAZINES
JAARVERSLAG 2010 ANNUAL REPORT 2010
Kramkoob BV). A provision of € 578,000 has been set up in respect of these proceedings.
At SA Groupe Express-Roularta a provision of € 454,000 was set up for pending litigation relating to published articles.
RMG is active in publishing and in printing news and niche magazines, newspapers and free magazines, in the audiovisual media landscape and in electronic publishing. This means that disputes concerning published articles or other forms of communication are inherent in its activities. RMG 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. Such disputes may have a material adverse effect on RMG's activities, financial condition and/or results.
Roeselare, 18 March 2011 The Board of Directors
RMG is exposed to a currency risk with respect to the USD. The currency risks identified by management relate to the (expected) purchases in USD in the Audiovisual Media segment and to activities outside the eurozone. 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.
The operating currency risks to the Group from activities outside the eurozone, that is Croatia and Serbia, are very limited. The net cash flow from and to these entities, and their timing, is such that no significant currency positions have arisen from them.
To hedge the potential currency risk on both the principal and the (future) interest payments on the US Private Placement in USD, RMG has taken out a foreign exchange future contract (Cross Currency Swap) maturing on the same date as the loan repayment and the associated interest payment.
Despite the foreign exchange contracts and future contracts, fluctuations in the USD can affect RMG's operating results.
RMG's level of debt and the related interest expense can have a major influence on RMG's result and/or the financial position. In order to hedge the risks of unfavourable interest rate fluctuations the Group used financial instruments (IRS contracts, Cap/ Floor contracts, a Floor Spread contract and an Index Swap contract).
RMG is exposed to counterparty risk, which could lead to credit losses. To manage credit risk, credit evaluations are performed for clients requiring significant credit facilities. 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 foreign clients of the printing works.
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.
There is no significant concentration of credit risks.
The company's lenders have imposed covenants relating to
the debt ratio (net financial debt/(R)EBITDA), interest coverage ((R)EBITDA/net financing expenses), fixed cost coverage ((R)EBITDA + operating lease rents/net financing costs + operating lease rents), gearing (net debt/equity), solvency, equity and dividends.
Any breach of covenants can lead to the loans being immediately due and payable.
RMG's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect RMG's business, operating results and/or financial position, and may place RMG at a disadvantage against competitors which are less dependent on external financing.
The Group has various credit lines and expects to meet its obligations through a combination of operating cash flows and the existing credit lines.
RMG 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.
Besides the minimum equity requirements applicable by law to our subsidiaries in different countries, a number of covenants have been imposed at the consolidated level in the context of existing loans, including minimum equity.
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 and consequently impact the net result and the equity of the Group.
NV De Streekkrant-De Weekkrantgroep is involved in a legal dispute with NV Kempenland in which damages of EUR 7.5 million have been demanded for failure to fulfil a printing contract. A provision of EUR 1.2 million, based on the estimation of the cost by the board of directors, has already been set up for these proceedings, of which € 450,000 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 (now
MAGAZINES
ANNUAL REPORT 2010
(*) Part of the annual report of 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/investor-info), 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:
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.
PUBLICATION IMPORTANT PARTICIPATIONS AND NOTE WITH RESPECT TO THE ITEMS LISTED IN ARTICLE 34 OF THE ROYAL DECREE OF 14/11/2007, IN SO FAR AS THESE COULD POTEN-TIALLY AFFECT A PUBLIC TAKEOVER BID
On December 31 2010, the capital of the company amounted to EUR 203,040,00 and is represented by 13,131,940 similar shares with the same rights, including 4,721,063 shares with VVPR strips.
At 31 December 2010 the shareholding structure is as follows:
| Date of notifi cation |
Number of shares |
% | |
|---|---|---|---|
| Koinon NV(2) | 24/06/10 | 7,872,784(1) | 59.95% |
| Cennini NV(2) | 24/06/10 | 2,022,136 | 15.40% |
| Bestinver Gestión S.G.I.I.C. SA |
30/09/09 | 1,198,762 | 9.13% |
| Individual and institu tional investors |
2,038,258 | 15.52% |
(1) Including 512,863 own shares of Roularta Media Group.
(2) NV Koinon and NV Cennini have given a notification in their capacity as persons acting in consort, who have concluded an agreement concering 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 thirty-five per cent (35%) 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 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 19 May 2009 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 for a period of three years starting on 10 June 2009, being the date of publication in the annexes to the Belgian Official Gazette of the authorisation, as approved by the extraordinary general meeting on 19 May 2009, and may be renewed.
RMG is a party to the following material agreement which changes or terminates with a change of control following a takeover bid:
ANNUAL REPORT 2010
totality of the bonds held by Nataxis into new shares of SA Roularta Media France.
On 1 September 2007 the Stichting Administratiekantoor RMG notified the CBFA, 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 Koinoin and NV Cennini, the Stichting Administratiekantoor RMG is no longer a shareholder. Since 24/06/2010, NV Koinon has been the direct holder of 7,359,921 shares (or 56.05%) in NV Roularta Media Group. The notification to the CBFA was updated to that effect.
The board of directors of NV Roularta Media Group had eight members in the course of 2010:
has for the past nine years headed up the Dutch media group Audax, a multi-faceted 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.
• Ms Marleen Vaesen, permanent representative of BVBA Mavac, (2014).
After a career in Procter & Gamble, where until 1999 she was Marketing Director Europe, Ms Marleen Vaesen is today active at Sara Lee, where as Senior Vice President Coffee & Tea (West and South Europe and Russia) she is responsible for the results of the coffee and tea business in eight European countries.
• Mr Marc Verhamme, permanent representative of NV Pur Vie (2014) was until 1994 CEO of the North and North-West European fresh produce division of Danone. Mr Marc Verhamme is today an industrialist and owns a number of SMEs producing organic food products like yoghurt and fresh cheese, with brands such as MIK and Pur Natur.
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 nine times during the past year.
Attendance of individual board members in 2010:
| Rik De Nolf | 9 |
|---|---|
| Executive directors | |
| Lieve Claeys | 9 |
| Jean Pierre Dejaeghere (mandate until 18/5/2010) | 3 |
| Non-executive directors | |
| Baron Hugo Vandamme, Chairman | 9 |
| Leo Claeys | 9 |
| Caroline De Nolf | 9 |
| Independent, non-executive directors: | |
| Carel Bikkers | 6 |
| Marleen Vaesen | 6 |
| Marc Verhamme | 6 |
| Dirk Meeus (mandate until 18/5/2010) | 3 |
| Clement De Meersman (mandate until 18/5/2010) | 3 |
For 2011, six board meetings are planned.
In conformity with the Belgian Corporate Governance Code, the audit committee consists solely of non-executive 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 companies.
The audit committee met four times in 2010. 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 Mr Frank Verhaegen and Mario Dekeyser), the CFO Jan Staelens and the internal auditor, Ms Eveline Maertens.
| Attendance at audit committee meetings in 2010: | ||
|---|---|---|
| Carel Bikkers, chairman | 2 | |
| Leo Claeys | 4 | |
| Marleen Vaesen | 2 | |
| Dirk Meeus (mandate until 18/05/2010) | 2 | |
| Clement De Meersman (mandate until 18/05/2010) | 2 |
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.
The chairman of the board of directors is also chairman of the appointments and remuneration committee. The CEO may participate in the meetings of the appointments and remuneration committee in an advisory capacity (cf. Article 526 quater of the Companies Code).
The appointments and remuneration committee met twice during 2010. 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 2010: | ||||
| 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:
(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;
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.
In the course of financial year 2010 a financial conflict of interests occurred and the procedure as set out in Article 523 of the Companies Code was applied. The conflict of interest occurred with reference to the Director, Mr Jean Pierre Dejaeghere and more specifically with regard to the conclusion of a settlement agreement of 13 May 2009 between Roularta Media Group, himself and the Stichting Administratiekantoor RMG and the conclusion of a service agreement of the same date between Roularta Media Group NV and Kantoor Torrimmo NV, a company in which Mr Jean Pierre Dejaeghere is a shareholder.
The minutes of the board of directors of 25 June 2010, in which Article 523 of the Companies Code was applied, were integrally included in the board of directors' annual report, which is available on the company's website
(www.roularta.be/en/investor-info).
The executive management of Roularta Media Group consists of the executive management committee (composition see page 102), the Belgium management team (composition see page 103) and the France management team (composition see page 104).
With the change in legal structure of the Groupe Express-Roularta from a public limited company with a 'Directoire' (Directorate) and a 'Conseil de Surveillance' (Supervisory Board), to a public limited company with a board of directors, the Directoire has been abolished.
In July 2010, by mutual agreement, Mr Michel Tubbax was replaced as national advertising management director by Mr Philippe Belpaire. In the France management team, Véronique Picon was replaced by Valérie Salomon as director of the advertising management division Express-Roularta
Services.
ANNUAL REPORT 2010
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:
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.
Annual remuneration of executive and non-executive directors
In 2010, the board of directors worked out, on the advice of the
appointments and remuneration committee, a new remuneration policy for board members.
The starting point of the new remuneration policy is the ability to attract and retain qualified directors having the required background in and experience of the various components of enterprise management. To achieve this starting point, a new remuneration policy was drawn up, which reflects market remuneration levels and also the size and complexity of the company, where possible using reference data. This new remuneration policy was approved by the board of directors on 18 May 2010.
Non-executive directors and executive directors in their capacity as directors receive from the general meeting of 18/05/2010 on, 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 was granted a fixed remuneration of EUR 100,000. The deputy 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 euros, the chairman of the audit committee an additional EUR 5,000 fee per meeting of this committee.
| Fixed | Attendance fees |
||
|---|---|---|---|
| Hugo Vandamme (permanent representative of NV HRV) |
Non executive |
€ 100,000.00 | – |
| Rik De Nolf (permanent representative of NV De Publigraaf) |
Executive € 100,000.00 | – |
| Leo Claeys (permanent representative of NV De Meiboom) |
Non executive |
€ 58,500.00 | – |
|---|---|---|---|
| Lieve Claeys (permanent representative of NV Fraka-Wilo) |
Executive | € 10,000.00 € 15,000.00 | |
| Caroline De Nolf (permanent representative of NV Verana) |
Non executive |
€ 10,000.00 € 15,000.00 | |
| Carel Bikkers (permanent representative of BV Carolus Panifex Holding) – Chairman audit committee |
Non executive |
€ 7,500.00(*) € 25,000.00 | |
| Marleen Vaesen (permanent representative of BVBA Mavac) |
Non executive |
€ 7,500.00(*) € 15,000.00 | |
| Marc Verhamme (permanent representative of NV Pur Vie) |
Non executive |
€ 7,500.00(*) € 15,000.00 | |
| Jean Pierre Dejaeghere (remuneration of directorship from general meeting of 19/05/2009 to end of term of office at general meeting of 18/05/2010) |
Executive | € 25,000.00 | – |
| Clement De Meersman (permanent representative of BVBA Clement De Meersman) (remuneration of directorship from general meeting of 19/05/2009 to end of term of office at general meeting of 18/05/2010) |
Non executive |
€ 40,000.00 | – |
| Dirk Meeus (remuneration of directorship from general meeting of 19/05/2009 to end of term of office at general meeting of 18/05/2010) |
Non executive |
€ 40,000.00 | – |
(*) from general meeting of 18/05/2010 to 31/12/2010
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 2010, 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;
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 statutory auditor. In this way the likelihood of paying a bonus based on inaccurate financial data is negligible.
a long-term incentive consisting of rights to acquire shares in Roularta Media Group. The option or warrant plans issued by the company each run for 10 years, with exercise possible no earlier than the third calendar year after subscription.
extra-legal ('fringe') benefits, consisting of a group insurance (employer's contribution is 3.75% of the annual remuneration), a company car with fuel card in accordance with the company's car policy, luncheon vouchers (employer's contribution of EUR 4.91/day worked) and hospitalisation and disability insurance.
The CEO, NV Publigraaf with Mr Rik De Nolf as its permanent representative, received in 2010 a gross fixed remuneration of EUR 568,018.16. The CEO receives no variable remuneration, nor does the company pay contributions for the CEO's retirement pension.
The other members of the executive management (executive management committee members and members of the Belgian and French management teams) together received: - basic salaries of EUR 3,394,073.59;
variable remuneration of EUR 583,473.00 of which EUR 431,846.60 in cash and EUR 151,626.40 in group insurance; - the pension contributions for 2010 total EUR 57,758.02, of which EUR 51,738.87 of payments into a defined contributions pension plan and EUR 6,019.15 of payments into a savings/group insurance;
and other components amounting to EUR 65,503.88 of which EUR 57,528.00 of standard employer-specific costs and EUR 7,975.88 employer's contribution to luncheon vouchers.
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. During 2010, no stock options or warrants were granted to members of the executive management. No options or warrants were exercised during the year by members of the executive management.
In July 2010 the cooperation with Mr Michel Tubbax was terminated by mutual agreement. Based on a proposal of the appointments and remuneration committee, the board of directors decided to grant Mr Michel Tubbax a severance indemnity of six months, calculated on the basis of his monthly remuneration.
| Year of allotment |
Number of options/ warrants allotted to members of the executive management |
Outstanding unexercised options / warrants per 31/12/2010 |
Exercise price (in EUR) |
First exercise period |
Last exercise period |
|---|---|---|---|---|---|
| 2000 | 4,000 | 4,000 | 65.00 | 1/1-30/4/2004 | 1/1-22/5/2013 |
| 2001 | 10,500 | 4,200 | 18.20 | 1/1-26/6/2005 | 1/1-25/8/2014 |
| 2001 | 6,500 | 4,600 | 20.13 | 1/1-31/12/2005 | 1/1-31/12/2015 |
| 2003 | 2,000 | 900 | 21.93 | 1/1-30/6/2006 | 1/1-10/10/2013 |
| 2006 | 102,000 | 102,000 | 53.53 | 1/1-31/12/2010 | 1/1-31/12/2021 |
| 2008 | 93,000 | 93,000 | 40.00 | 1/1-31/12/2012 | 1/1-31/12/2023 |
| 2009 | 108,500 | 103,500 | 15.71 | 1/1-31/12/2013 | 1/1-31/12/2019 |
| 326,500 | 312,200 |
MAGAZINES
MAGAZINES
NEWSPAPERS
| Note | 2010 | 2009 | |
|---|---|---|---|
| Sales | 3 | 711,563 | 707,253 |
| Raw materials, consumables and goods for resale | -157,586 | -168,310 | |
| Services and other goods | 4 | -280,617 | -287,935 |
| Personnel | 5 | -189,735 | -197,423 |
| Depreciation, write-down and provisions | -19,853 | -26,234 | |
| Depreciation and write-down of intangible and tangible assets | -17,690 | -22,594 | |
| Write-down of inventories and debtors | 6 | 699 | -1,870 |
| Provisions | -242 | 3,215 | |
| Impairment losses | -2,620 | -4,985 | |
| Other operating income | 7 | 10,250 | 10,155 |
| Other operating expenses | 7 | -11,837 | -10,550 |
| Restructuring costs | 8 | -5,147 | -16,734 |
| Operating profi t - ebit | 57,038 | 10,222 | |
| Interest income | 9 | 5,252 | 4,377 |
| Interest expenses | 9 | -11,339 | -17,114 |
| Operating profi t after net fi nance costs | 50,951 | -2,515 | |
| Income taxes | 10 | -19,027 | -2,110 |
| Share in the profit of the companies accounted for using the equity method | -46 | -38 | |
| Net profi t of the consolidated companies | 31,878 | -4,663 | |
| Attributable to: | |||
| Note | 2010 | 2009 | |
|---|---|---|---|
| Sales | 3 | 711,563 | 707,253 |
| Raw materials, consumables and goods for resale | -157,586 | -168,310 | |
| Services and other goods | 4 | -280,617 | -287,935 |
| Personnel | 5 | -189,735 | -197,423 |
| Depreciation, write-down and provisions | -19,853 | -26,234 | |
| Depreciation and write-down of intangible and tangible assets | -17,690 | -22,594 | |
| Write-down of inventories and debtors | 6 | 699 | -1,870 |
| Provisions | -242 | 3,215 | |
| Impairment losses | -2,620 | -4,985 | |
| Other operating income | 7 | 10,250 | 10,155 |
| Other operating expenses | 7 | -11,837 | -10,550 |
| Restructuring costs | 8 | -5,147 | -16,734 |
| Operating profi t - ebit | 57,038 | 10,222 | |
| Interest income | 9 | 5,252 | 4,377 |
| Interest expenses | 9 | -11,339 | -17,114 |
| Operating profi t after net fi nance costs | 50,951 | -2,515 | |
| Income taxes | 10 | -19,027 | -2,110 |
| Share in the profit of the companies accounted for using the equity method | -46 | -38 | |
| Net profi t of the consolidated companies | 31,878 | -4,663 | |
| Attributable to: | |||
| Minority interest | 926 | -478 | |
| Equity holders of Roularta Media Group | 30,952 | -4,185 | |
| Earnings per share | |||
| Basic earnings per share | 11 | 2.45 | -0.33 |
| Diluted earnings per share | 11 | 2.45 | -0.33 |
| Net profi t of the consolidated companies | 31,878 | -4,663 |
|---|---|---|
| Other comprehensive income of the period | ||
| Exchange differences | 24 | -92 |
| Cash flow hedges 31 |
1,919 | -4,866 |
| Deferred taxes relating to other comprehensive income | -652 | 1,654 |
| Note | 2010 | 2009 |
|---|---|---|
| Net profi t of the consolidated companies | 31,878 | -4,663 |
| Other comprehensive income of the period | ||
| Exchange differences | 24 | -92 |
| Cash flow hedges 31 |
1,919 | -4,866 |
| Deferred taxes relating to other comprehensive income | -652 | 1,654 |
| Total comprehensive income | 33,169 | -7,967 |
| Attributable to: | ||
| Minority interest | 926 | -478 |
| Equity holders of Roularta Media Group | 32,243 | -7,489 |
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
NEWSPAPERS
| Note | 2010 | 2009 | |
|---|---|---|---|
| Cash fl ow relating to operating activities | |||
| Net profit of the consolidated companies | 31,878 | -4,663 | |
| Share in the result of the companies accounted for using the equity method | 16 | 46 | 38 |
| Income tax expense / income | 10 | 19,027 | 2,110 |
| Interest expenses | 11,339 | 13,559 | |
| Interest income (-) | -3,715 | -2,291 | |
| Losses / gains on disposal of intangible assets and property, plant and equipment | -238 | 1,275 | |
| Losses / gains on disposal of business | 0 | 37 | |
| Non-cash items | 19,557 | 29,455 | |
| Depreciation of (in)tangible assets | 13 & 15 | 17,690 | 22,594 |
| Impairment losses | 13 & 14 | 2,620 | 4,985 |
| Share-based payment expense | 5 | 1,075 | 1,368 |
| Losses / gains on non-hedging derivatives | 9 | -1,537 | 1,469 |
| Increase / decrease in provisions | 400 | -2,915 | |
| Unrealised exchange loss / gain | 38 | 108 | |
| Other non-cash items | -729 | 1,846 | |
| Gross cash fl ow relating to operating activities | 77,894 | 39,520 | |
| Increase / decrease in current trade receivables | -8,058 | 19,805 | |
| Increase / decrease in current other receivables and deferred charges and accrued income | -1,293 | 5,893 | |
| Increase / decrease in inventories | -1,289 | 966 | |
| Increase / decrease in trade payables | -9,170 | -32,772 | |
| Increase / decrease in other current liabilities | -3,074 | -11,657 | |
| Other increases / decreases in working capital (a) | -2,866 | 1,362 | |
| Increase / decrease in working capital | -25,750 | -16,403 | |
| Income taxes paid | -12,413 | -7,056 | |
| Interest paid | -10,760 | -14,145 | |
| Interest received | 3,561 | 2,253 | |
| NET CASH FLOW RELATING TO OPERATING ACTIVITIES (A) | 32,532 | 4,169 | |
| Cash fl ow relating to investing activities | |||
| (In)tangible assets - acquisitions | 13 & 15 | -8,772 | -19,010 |
| (In)tangible assets - other movements | 424 | 56,864 | |
| Net cash flow relating to acquisition of subsidiaries | 32 | -9,779 | -373 |
| Net cash flow relating to disposal of subsidiaries | 0 | -1 | |
| Loans, guarantees, available-for-sale investments - acquisitions | 17 | -248 | -1,049 |
| Loans, guarantees, available-for-sale investments - other movements | 138 | 77 | |
| NET CASH FLOW RELATING TO INVESTING ACTIVITIES (B) | -18,237 | 36,508 | |
| Cash fl ow relating to fi nancing activities | |||
| Other changes in equity | -164 | 2,220 | |
| Proceeds from current financial debts | 5,857 | 216 | |
| Redemption of current financial debts | -22,720 | -33,222 | |
| Proceeds from non-current financial debts | 0 | 6,556 | |
| Redemption of non-current financial debts | -25,266 | -54,311 | |
| Decrease in non-current receivables | 594 | 9 | |
| Increase in non-current receivables | -341 | -128 | |
| Increase / decrease in short-term investments | -148 | ||
| ASSETS | Note | 2010 | 2009 |
|---|---|---|---|
| Non-current assets | 633,114 | 633,152 | |
| Intangible assets | 13 | 437,802 | 441,959 |
| Goodwill | 14 | 75,109 | 64,572 |
| Property, plant and equipment | 15 | 109,386 | 116,636 |
| Investments accounted for using the equity method | 16 | 417 | 258 |
| Loans, guarantees, available-for-sale investments | 17 | 4,093 | 3,935 |
| Financial derivates | 31 | 310 | 0 |
| Trade and other receivables | 18 | 1,918 | 2,171 |
| Deferred tax assets | 19 | 4,079 | 3,621 |
| Current assets | 299,518 | 312,662 | |
| Inventories | 20 | 56,485 | 53,653 |
| Trade and other receivables | 18 | 190,966 | 179,868 |
| Tax receivable | 254 | 534 | |
| Short-term investments | 21 | 2,620 | 2,395 |
| Cash and cash equivalents | 21 | 41,411 | 69,304 |
| Deferred charges and accrued income | 7,782 | 6,908 | |
| Total assets | 932,632 | 945,814 |
| LIABILITIES | Note | 2010 | 2009 |
|---|---|---|---|
| Equity | 358,817 | 324,846 | |
| Group's Equity | 345,072 | 311,851 | |
| Issued capital | 22 | 203,040 | 203,040 |
| Treasury shares | 22 | -22,382 | -22,382 |
| Capital reserves | 22 | 4,170 | 3,191 |
| Revaluation reserves | 22 | 120 | -1,147 |
| Retained earnings | 160,076 | 129,125 | |
| Translation differences | 48 | 24 | |
| Minority interests | 13,745 | 12,995 | |
| Non-current liabilities | 267,402 | 316,557 | |
| Provisions | 24 | 7,041 | 7,321 |
| Employee benefits | 26 | 7,924 | 7,190 |
| Deferred tax liabilities | 19 | 125,568 | 125,294 |
| Financial debts | 27 | 124,508 | 173,905 |
| Trade payables | 28 | 2,166 | 2,464 |
| Other payables | 28 | 195 | 200 |
| Financial derivatives | 31 | 0 | 183 |
| Current liabilities | 306,413 | 304,411 | |
| Financial debts | 27 | 30,925 | 24,229 |
| Trade payables | 28 | 150,828 | 157,234 |
| Advances received | 28 | 49,965 | 50,263 |
| Employee benefits | 28 | 37,623 | 37,220 |
| Taxes | 28 | 9,801 | 3,244 |
| Other payables | 28 | 22,649 | 25,959 |
| Accrued charges and deferred income | 28 | 4,622 | 6,262 |
| Total liabilities | 932,632 | 945,814 |
| TOTAL DECREASE / INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) | -27,893 | -37,983 |
|---|---|---|
| Cash and cash equivalents, beginning balance | 69,304 | 107,287 |
| Cash and cash equivalents, ending balance | 41,411 | 69,304 |
| Net decrease / increase in cash and cash equivalents | -27,893 | -37,983 |
(a) Increases and decreases in non-current other payables, non-current trade payables, provisions, non-current employee benefits and accrued charges and deferred income.
The strong increase in gross cash flow from operating activities is partially offset by the negative change in working capital, due largely to the rise in trade receivables and the reduction in trade payables. The 2009 crisis year placed pressure on the net cash position and especially on the debt ratio. This pressure came off in 2010, producing a balanced position once again.
In the net cash flow related to the investing activities it should be noted that this was strongly influenced in 2009 by the off-balance sheet sale-and-rent-back operation, concluded as at 30 June 2009, which had the effect of reducing tangible assets by € 56,992. The investments in 2010 relate mainly to software, office machinery and equipment. In the first half of 2009 there were still investments in printing machinery at Roularta Printing. Net cash flow relating to acquisitions refers in 2010 largely to Media Ad Infinitum (Vitaya), see also Note 32.
In the net cash flow related to the financing activities it should be noted that RMG opted in 2010 for partial early repayment of financial debts of € 22,000. Following the aforementioned sale-and-rent-back operation, the financial lease liabilities decreased by € 38,585 in 2009. Furthermore, RMG opted in 2009 for partial early repayment of long-term loans of € 14,644.
| 2010 | Issued capital |
Treasury shares |
Capital reserves |
Revaluation reserves |
Retained earnings |
Translation differences |
Minority interests |
TOTAL EQUITY |
|---|---|---|---|---|---|---|---|---|
| Balance as of 1/1/2010 | 203,040 | -22,382 | 3,191 | -1,147 129,125 | 24 | 12,995 | 324,846 | |
| Total comprehensive income for the period | 1,267 | 30,952 | 24 | 926 | 33,169 | |||
| Costs of issuance and equity increase | -96 | -96 | ||||||
| Recognition of share-based payments | 1,075 | 1,075 | ||||||
| Other increase / decrease | -1 | -176 | -177 | |||||
| Balance as of 31/12/2010 | 203,040 | -22,382 | 4,170 | 120 160,076 | 48 | 13,745 | 358,817 | |
| 2009 | Issued capital |
Treasury shares |
Capital reserves |
Revaluation reserves |
Retained earnings |
Translation differences |
Minority interests |
TOTAL EQUITY |
| Balance as of 1/1/2009 | 203,040 | -22,382 | 1,922 | 2,065 133,310 | 116 | 11,249 | 329,320 | |
| Total comprehensive income for the period | -3,212 | -4,185 | -92 | -478 | -7,967 | |||
| Costs of issuance and equity increase | -99 | -99 | ||||||
| Recognition of share-based payments | 1,368 | 1,368 | ||||||
| Other increase / decrease | 2,224 | 2,224 | ||||||
We refer to Note 22 for more details.
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
ANNUAL REPORT 2010
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 formerly SIC) 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 of 18 March 2011 and can be amended until the shareholders' meeting of 17 May 2011.
The following standards and interpretations became applicable for 2010:
This standard replaces IFRS 3 Business Combinations as issued in 2004.
The application of these standards had no material effect on the consolidated financial statements 2010 of the Group.
This standard changes the accounting for business combinations with acquisition dates after 1 January 2010. The changes relate, among other things, to the valuation of minority interests ('non-controlling interest'), the recognition of transaction costs and the accounting for business combinations which take place in various stages.
ANNUAL REPORT 2010
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 | |||
|---|---|---|---|---|
| - Software | 3 to 5 years | |||
| - Concessions, copyrights, property rights and similar rights: | ||||
| • Graphics and generics | 3 years | |||
| • Scenarios | 2 years | |||
| • Other rights | according to their expected useful life | |||
| By virtue of the modification of IAS 38.107, titles are considered |
as assets with indefinite useful lives which are not amortised but tested yearly for impairment.
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 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.
Leases 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.
Depreciation 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 | |
|---|---|
| • 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 |
The Group has not applied these standards and interpretations in anticipation. The Group does not expect the first application of these amendments 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 subsidiary 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 are not the currency of a hyperinflationary economy and are 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.
MAGAZINES
ANNUAL REPORT 2010
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 interestrate 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 are recognised at their cost.
Tax expense (tax income) on the profit 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 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.
| • 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 | 3 to 20 years |
| • broadcast material | 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.
(a) Available-for-sale financial assets
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.
(b) Financial assets at fair value through profit or loss
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.
(c) Loans and receivables
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 (maximum 4).
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
MAGAZINES
JAARVERSLAG 2010 ANNUAL REPORT 2010
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.
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 18).
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.
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 and a sensitivity analysis based on a ten-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 abovementioned 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.
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 statement.
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
JAARVERSLAG 2010
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
| Printed Media |
Audiovisual Media |
Intersegment elimination |
Consolidated total |
|---|---|---|---|
| -38 | 0 | -38 | |
| 258 | 258 | ||
| 15,941 | 4,185 | 20,126 | |
The geographical segment information is divided into three geographic markets in which RMG is active: Belgium, France and other countries (Germany, the Netherlands, Slovenia, Croatie and Serbia). The following schedules of sales and non-current assets (*) are divided up according to the geographic location of the subsidiary.
| 2010 | Belgium | France | Other countries |
Intersegment elimination |
Consolidated total |
|---|---|---|---|---|---|
| Sales of the segment | 492,984 | 221,064 | 29,618 | -32,103 | 711,563 |
| Non-current assets (*) | 237,383 | 373,254 | 11,660 | 622,297 | |
| 2009 | Belgium | France | Other countries |
Intersegment elimination |
Consolidated total |
| Sales of the segment | 481,149 | 229,502 | 32,286 | -35,684 | 707,253 |
| Non-current assets (*) | 234,842 | 375,186 | 13,139 | 623,167 | |
(*) 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.
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. Audiovisual Media includes spot advertising on TV and radio, production and broadcasting, as well as all related services.
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.
| 2010 | Printed Media |
Audiovisual Media |
Intersegment elimination |
Consolidated total |
|---|---|---|---|---|
| Sales of the segment | 546,362 | 171,081 | -5,880 | 711,563 |
| Sales to external customers | 543,375 | 168,188 | 711,563 | |
| Sales from transactions with other segments | 2,987 | 2,893 | -5,880 | 0 |
| Depreciation and write-down of (in)tangible assets | -12,247 | -5,443 | -17,690 | |
| Write-down of inventories and receivables and provisions | -1,026 | 1,483 | 457 | |
| Impairment losses | -2,620 | -2,620 | ||
| Operating profi t (EBIT) | 28,005 | 29,033 | 57,038 | |
| Interest income | 5,636 | 255 | -639 | 5,252 |
| Interest expenses | -11,180 | -798 | 639 | -11,339 |
| Income taxes | -10,326 | -8,701 | -19,027 | |
| Share in the profit of the companies accounted for using the equity method |
-46 | 0 | -46 | |
| Net profi t of the consolidated companies | 12,089 | 19,789 | 31,878 | |
| Attributable to: | ||||
| Minority interests | 646 | 280 | 926 | |
| Equity holders of Roularta Media Group | 11,443 | 19,509 | 30,952 | |
| Assets | 871,475 | 170,611 | -109,454 | 932,632 |
| - of which carrying amount of investments accounted for using the equity method |
417 | 417 | ||
| - of which investments in intangible assets and property, plant and equipment |
6,901 | 13,121 | 20,022 | |
| Liabilities | 513,138 | 74,863 | -14,186 | 573,815 |
| Sales to external customers break down as follows: | ||||
| Advertising | 270,522 | 139,092 | 409,614 | |
| Subscriptions and sales | 178,715 | 0 | 178,715 | |
| Other services and goods | 94,138 | 29,096 | 123,234 |
An analysis of the Group's services and other goods is as follows:
| 2010 | 2009 |
|---|---|
| Total services and other goods | -280,617 | -287,935 |
|---|---|---|
| Other services and other goods | -7,999 | -11,567 |
| Insurances | -1,076 | -1,223 |
| Travel and reception costs | -6,739 | -5,739 |
| Temporary workers | -4,407 | -3,489 |
| Remuneration members of the board of directors | -1,975 | -1,823 |
| Subcontractors and other deliveries | -30,160 | -38,011 |
| Operating leases | -23,860 | -20,284 |
| Fees | -59,821 | -59,123 |
| Commission fees | -22,102 | -21,888 |
| Marketing and promotion costs | -78,915 | -79,087 |
| Transport and distribution costs | -43,563 | -45,701 |
The biggest changes in the services and other goods item relate to an increase in rental costs of € 4,181, due to a sale-and-rentback agreement concluded in 2009 in connection with the printing installations of Roularta Printing. On the other hand, other costs at Paratel fell by € 3,418. Paratel's main activity is billing SMS (short message service) and IVR (interactive voice response) services in the context of various technological applications that enable its customers to communicate interactively with their target groups. Due to the change in tax legislation, since April 2010, only the service delivered by Paratel itself is still invoiced. Previously, both the service provided by Paratel as well as the services of the organiser or principal were invoiced, with the organiser's portion recorded as costs in Paratel's accounts. This change in legislation has the effect of reducing both sales and costs at Paratel. Changes in the consolidation scope (liquidation of Zéfir Web and Zéfir Carrières, Studio Press titles sold or discontinued in 2009, etc.) also produced a € 3,845 reduction in costs.
| 2010 | 2009 | |
|---|---|---|
| Wages and salaries | -129,973 | -135,275 |
| Social security contributions | -49,618 | -51,401 |
| Share-based payments | -1,075 | -1,368 |
| Post employment benefit charges | -3,509 | -3,723 |
| Other personnel charges | -5,560 | -5,656 |
| Total personnel charges | -189,735 | -197,423 |
Post employment benefit charges in 2010 consist mainly of expenses recognised related to the defined contribution plans of € 3,328 (2009: € 3,535).
| Employment in Full Time Equivalents | 2010 | 2009 |
|---|---|---|
| Average number of staff | 2,820 | 2,876 |
| Total employment at the end of the period | 2,854 | 2,844 |
The new participations Forum de l'Investissement and Media Ad Infinitum have increased the workforce by 18 full-time equivalents.
| 2010 | 2009 | |
|---|---|---|
| Advertising | 409,614 | 396,144 |
| Subscriptions and sales | 178,715 | 182,406 |
| Printing for third parties | 35,699 | 36,525 |
| Line extensions & other services and goods | 87,535 | 92,178 |
| Total sales | 711,563 | 707,253 |
Bartering contracts included in sales amount to € 50,490 (2009: € 48,769). Royalties included in sales amount to € 3,683 (2009: € 3,734).
Adjusted sales, which is the comparable sales to last year, i.e. adjusted for changes in the consolidation scope, include:
| 2010 | 2009 | |
|---|---|---|
| Advertising | 409,614 | 389,288 |
| Subscriptions and sales | 178,715 | 179,315 |
| Printing for third parties | 35,699 | 36,525 |
| Line extensions & other services and goods | 86,093 | 89,862 |
| Adjusted sales | 710,121 | 694,990 |
| Changes in the consolidation scope | 1,442 | 9,971 |
| Transfer of optical disk production (VTV) in 2009 | 2,292 |
In 2010 Roularta Media Group achieved consolidated sales of EUR 711.6 million, as against EUR 707.3 million in 2009. Adjusted sales in 2010 amounted to EUR 710.1 million compared with adjusted sales of EUR 695.0 million in 2009 (+2.2%). The adjusted sales of the Printed Media division, that is free press, newspapers and magazines together, grew slightly (+0.9%) in 2010 to EUR 544.9 million. This marks an end to the downward trend ever since the beginning of the crisis in late 2008.
With a certain time lag a slight decrease can be seen (-1.4%) in advertising revenue in the free press area, where the impact of the crisis came later. This reflects mainly a fall-off in job ads, essentially in the first half of 2010. Sales in the second half of 2010 are in line with those of the second half of 2009.
The adjusted advertising income for the magazines is up slightly, by 3.6%. Advertising income related to the internet activities rose the most strongly, by +25.6%.
Adjusted readers' market (newsstand and subscription) sales remained almost unchanged (-0.3%). Generally we can state that customer loyalty to the Roularta Media products is very strong, with subscription customers remaining loyal.
Advertising revenues at the VMMa group rose significantly. Games of chance revenues at Paratel showed a decline. This decrease is due to a change in billing method as a result of new legislation, parallelled by a reduction in costs.
| 2010 | 2009 | |
|---|---|---|
| Redundancy costs | -4,988 | -15,175 |
| Fees | -116 | |
| Removal costs | -77 | |
| Waiver fees | -1,066 | |
| Restructuring costs: costs | -4,988 | -16,434 |
| Provisions restructuring costs | -159 | -300 |
| Restructuring costs: provisions | -159 | -300 |
| Total restructuring costs | -5,147 | -16,734 |
The restructuring costs amount to € 3,849 in respect of the French companies, € 1,117 in respect of the Belgian companies and € 22 in respect of companies in other countries.
In 2009, restructuring costs included waiver fees, costs for the renegotiation of the bank covenants. Both the Belgian and the French Group companies restructured in 2009. The total restructuring costs, net of waiver fees, amount to € 10,847 in respect of the French companies and € 4,521 in respect of the Belgian companies.
| interest income | |
|---|---|
| 2010 | 2009 | |
|---|---|---|
| - interest income | 870 | 1,233 |
| - profits on hedging instruments that are not part of a hedge accounting relationship | 1,537 | 2,086 |
| - profits on discontinuing hedging instruments that are not part of a hedge accounting relationship before maturity date |
2,845 | 1,058 |
| Financial income | 5,252 | 4,377 |
| - interest expense | -11,339 | -13,540 |
| - losses on hedging instruments that are not part of a hedge accounting relationship | -3,574 | |
| Financial costs | -11,339 | -17,114 |
| Total net fi nance costs | -6,087 | -12,737 |
Interest income has fallen compared with last year given that more resources were invested short-term in the course of 2009. The decrease of the interest expense is for € 1,037 due to the sale-and-rent-back transaction of 2009. A description of the hedging instruments can be found in Note 31.
| 2010 | 2009 | |
|---|---|---|
| A. Income tax expense / income - current | ||
| Current period tax expense | -19,919 | -9,143 |
| Adjustments to current tax expense / income of prior periods | -88 | 146 |
| Total current tax expense | -20,007 | -8,997 |
| 2010 | 2009 | |
|---|---|---|
| Write-down of receivables | -5,574 | -5,032 |
| Reversal of write-down of receivables | 6,036 | 3,827 |
| Write-down of inventories | -256 | -936 |
| Reversal of write-down of inventories | 493 | 271 |
| Total write-down of receivables and inventories | 699 | -1,870 |
The net reversal of write-down of receivables 2010 amounts to € 462.
This evolution breaks down mainly into the charging of a valuation allowance of € 670 on customer Future Medias, the provisioning of a net € 647 for trade receivables at Roularta Media Group and the reversal of write-down of receivables on Groupe Express-Roularta (€ 413) and Vogue Trading Video (€ 1,246). It should be noted that the reversal of write-down of receivables at Vogue Trading Video is offset by the € 937 loss on a receivable recorded under other operating expenses.
The largest amounts in the valuation allowances recorded in 2009 on receivables relate to the net write-down of trade receivables RMG (€ 571) and Vogue Trading Video (€ 329).
The reversal of the valuation allowance on inventory is due primarily to the use of the inventories in question.
| 2010 | 2009 | |
|---|---|---|
| Government grants | 2,799 | 2,946 |
| Gains on disposal of intangible assets and property, plant and equipment | 280 | 109 |
| Gains on disposal of subsidiaries or joint ventures | 11 | |
| Capital grants | 43 | 45 |
| Exchange differences | 32 | 142 |
| Miscellaneous financial income and cash discounts | 288 | 339 |
| Miscellaneous cross-charges | 1,411 | 1,894 |
| Dividends | 32 | 148 |
| Other operating income | 5,365 | 4,521 |
| Total other operating income | 10,250 | 10,155 |
| Other taxes | -3,753 | -4,347 |
| Losses on disposal of intangible assets and property, plant and equipment | -29 | -1,383 |
| Losses on trade receivables | -2,049 | -727 |
| Less values & losses on short-term investments (tax shelter) | -863 | |
| Share association | -2,177 | -1,689 |
| Exchange differences | -52 | -26 |
| Payment differences and bank charges | -1,559 | -1,048 |
| Other operating expenses | -1,355 | -1,330 |
| Total other operating expenses | -11,837 | -10,550 |
The increase in other operating expenses is for € 863 attributable to the capital loss on the tax shelter equity investment, which until 2009 was included under depreciation and amortisation. The change in heading is the result of a new CBN (Belgian Accounting Standards Commission) notice.
As mentioned in Note 6, the loss on trade receivables increased by € 937 at Vogue Trading Video.
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
NEWSPAPERS
| 2010 | 2009 | |
|---|---|---|
| I. MOVEMENTS IN NUMBER OF SHARES (ORDINARY SHARES) | ||
| Number of shares, beginning balance | 13,131,940 | 13,131,940 |
| Number of shares issued during the period | 0 | 0 |
| Number of shares, ending balance | 13,131,940 | 13,131,940 |
| - of which issued and fully paid | 13,131,940 | 13,131,940 |
| II. OTHER INFORMATION | ||
| Number of shares owned by the company or related parties | 512,863 | 512,863 |
| Shares reserved for issue under options | 512,863 | 512,863 |
| III. EARNINGS PER SHARE CALCULATION | ||
| 1. Number of shares | ||
| 1.1. Weighted average number of shares, basic | 12,619,077 | 12,619,077 |
| 1.2. Adjustments to computed weighted average number of shares, diluted | 33,948 | 0 |
| subscription right plans | 0 | 0 |
| stock option plans | 33,948 | 0 |
| 1.3. Weighted average number of shares, diluted | 12,653,025 | 12,619,077 |
| 2. Calculation The calculation of the basic earnings and diluted earnings per share are based on the following: |
||
| Net profit available to common shareholders | 30,952 = |
= 2.45 |
| Weighted average number of shares, basic | 12,619,077 | |
| Net profit available to common shareholders | 30,952 | |
| Weighted average number of shares, diluted | = 12,653,025 |
= 2.45 |
| 2010 | 2009 | |
|---|---|---|
| Amount of dividends proposed or declared after the balance sheet date but before | 6,314 | 0 |
| authorisation of the financial statements (1) | ||
| Gross dividend per share in € | 0.5 | 0 |
| (1) | ||
| Number of shares entitled to dividend on 31/12 | 13,131,940 | 13,131,940 |
| Number of own shares on 31/12 | -512,863 | -512,863 |
| New shares due to capital increase (*) | 9,183 | |
| 12,628,260 | 12,619,077 |
(*) Capital increase 2011, see Note 35
| B. Income tax expense / income - deferred | ||
|---|---|---|
| Related to the origination and reversal of temporary differences | 3,094 | 11,518 |
| Related to the reversal of depreciation (+) or depreciation (-) of deferred tax assets | -2,114 | -4,631 |
| Total deferred tax expense | 980 | 6,887 |
| Total current and deferred tax expense | -19,027 | -2,110 |
| 2010 | 2009 | |
|---|---|---|
| Profit before taxes | 50,951 | -2,515 |
| Statutory tax rate | 33.99% | 33.99% |
| Tax expense using statutory rate | -17,318 | 855 |
| Adjustments to current tax of prior periods (+/-) | -88 | 145 |
| Tax effect of non-tax deductible expenses (-) | -2,240 | -4,018 |
| Tax effect of non-taxable revenues (+) | 955 | 2,770 |
| Tax credit resulting from investment and notional interest deduction | 1,664 | 1,730 |
| Tax effect of not recognising deferred taxes on losses of the current period (-) | -3,467 | -3,865 |
| Tax effect from the reversal (utilisation) of deferred tax assets from previous years | 344 | |
| Tax effect of recognising deferred taxes on tax losses of previous periods | 905 | 216 |
| Tax effect of different tax rates of subsidiaries in other jurisdictions | 201 | 112 |
| Other increase / decrease in tax charge (+/-) | 17 | -55 |
| Tax expense using effective rate | -19,027 | -2,110 |
| Profit before taxes | 50,951 | -2,515 |
| Effective tax rate | 37.34% | -83.90% |
| Total effective tax expense | -19,027 | -2,110 |
| 2010 | 2009 | |
|---|---|---|
| Deferred taxes relating to items that are charged or credited to equity | ||
| Costs of issuance and equity increase | -85 | -77 |
| -85 | -77 |
| 2010 | 2009 | |
|---|---|---|
| Deferred taxes relating to items included in the other comprehensive income | ||
| Cash flow hedge gains / losses | -652 | 1,654 |
| -652 | 1,654 |
MAGAZINES BELGIUM
| Development | Concessions, property rights |
||||
|---|---|---|---|---|---|
| 2010 | costs | Titles | Software | and similar rights | Total |
| AT COST | |||||
| Balance at the end of the preceding period | 131 | 428,758 | 32,901 | 27,147 | 488,937 |
| Movements during the period: | |||||
| - Acquisitions | 10 | 3,871 | 333 | 4,214 | |
| - Acquisitions through business combinations | 225 | 77 | 302 | ||
| - Sales and disposals (-) | -131 | -2,909 | -1,015 | -4,055 | |
| - Other increase / decrease | 76 | 76 | |||
| At the end of the period | 0 | 428,993 | 34,016 | 26,465 | 489,474 |
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||
| Balance at the end of the preceding period | 131 | 8,449 | 25,027 | 13,371 | 46,978 |
| Movements during the period: | |||||
| - Depreciation | 4,286 | 1,652 | 5,938 | ||
| - New consolidations | 53 | 53 | |||
| - Impairment loss / reversal recognised in income | 2,620 | 2,620 | |||
| - Written down after sales and disposals (-) | -131 | -2,908 | -954 | -3,993 | |
| - Other increase / decrease | 76 | 76 | |||
| At the end of the period | 0 | 11,069 | 26,534 | 14,069 | 51,672 |
| Net carrying amount at the end of the period | 0 | 417,924 | 7,482 | 12,396 | 437,802 |
Development costs, software and concessions, property rights and similar rights are depreciated based on their useful life, which is determined based on the expected use of the asset by the Group (also see valuation rules). Titles have an indefinite useful life. They contribute directly to Group cash flow given the widely known and respected nature of the title on the market. For this reason they are not amortised, but subject to annual impairment testing.
The value of the purchased titles can be divided into the following major groups:
| Groupe Express-Roularta (L'Express, L'Expansion, Lire, L'Entreprise, Mieux Vivre Votre Argent, Atmosphères, …); | 285,702 |
|---|---|
| including Groupe Côté Maison (Côté Sud, Côté Est, Côté Ouest, Maison Française, Maison Magazine, ) | |
| Le Vif/L'Express | 40,500 |
| Point de Vue | 32,400 |
| Biblo Group (newsletters, medical magazines, Top, Tendances, Tandartsenkrant and Apothekerskrant, ) | 16,986 |
| A Nous | 7,899 |
| Studio Ciné Live | 5,500 |
| Extranet | 5,629 |
| Childrens' and parents' magazines of J.M. Sailer | 5,226 |
| Others | 18,082 |
| 417,924 |
The Group tests the value of its intangible assets (including cash generating titles) annually for impairment, or more frequently where indications exist that the titles may have fallen in value. For the purposes of this test, the titles are grouped at the level of the cash-generating unit to which they belong. At this level the book value is compared with its recoverable amount (being the higher of fair value less costs to sell or its value in use).
Roularta Media Group owns, in addition to the recorded intangible assets, also unrecorded and self-developed titles: Knack, Knack Weekend, Le Vif Weekend, Sport/Voetbalmagazine, Sport/Foot Magazine, Trends, Trends MoneyTalk, Nest, Télépro, Grande, Plus Magazine, De Streekkrant, De Zondag, Steps City Magazine, Style, Krant van West-Vlaanderen, De Weekbode, De Zeewacht, Kortrijks Handelsblad, ... Other internally generated trade marks are Media Club, Vlan.be, Focus Televisie, WTV, Canal Z/Kanaal Z, JIM, vtm, 2BE, Q-music,...
The Group has determined the recoverable value of each title based on its value in use, using the discounted cash flow model. The
future cash flows used in determining the 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. The expected future growth is derived from the following factors: recovery in the next two years of a portion of the revenue losses suffered during the economic crisis of 2008-2010, revenue growth through organic growth (including new multimedia initiatives) and new collaborations and the expected effects of cost controls, reorganisations and restructurings.
The residual value is determined based on a perpetuity formula which assumes a long-term growth rate in sales of 2% (2009: 2%), which 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 7.73% (2009: 6.98%). 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.
In order to clarify the sensitivity of the test, management considered that the following factors can play a role: changes in the WACC, deviations from the business plan and changes in the market assessment of the long-term growth rate. Apart from the business plan, management has also performed tests using 10-year business plans with a long-term average growth rate of 0.50%. This test gave no indications of impairment.
An initial sensitivity analysis was performed on changes in the WACC used, at constant business plans and long-term average growth rate. Significant impairments can manifest themselves once the WACC rises to a rate between 8.25% and 8.50%. If the expected growth in cash flows were to prove not to be permanent, an impairment loss may need to be recognised, mainly on the French operations.
A sensitivity test was also carried out on the long-term average growth rate at constant WACC and business plans. There were no material losses in value at a decrease from 2% to 1.50%. Material impairments can arise in the event that growth falls below 1%.
Based on the above tests the recoverable amount was higher than the carrying value of the cash flow generating units with the exceptions of the title Atmosphères, of titles of Bayard (ex-Weltbild titles, a.o. Leben & erziehen, Babys erstes Jahr, Schwangerschaft und Geburt, ...) and of the titles Guitar Part, Guitar Collector's, Guitar Classique. On these an impairment loss of € 2,620 was recognised in the income statement. This impairment loss was based on the calculation of the recoverable amount determined on the basis of the value in use (DCF method). In 2009, an impairment loss of € 4,900 was recognised in the income statement on the titles Atmosphères, Guitar Part, Guitar Collector's, Guitar Classique and Data News.
The net carrying amount of internally generated software is € 2,524 (2009: € 2,761). The acquired title is the additional acquisition of the health portal www.gezondheidsnet.nl.
| 2009 | Development costs |
Titles | Software | Concessions, property rights and similar rights |
Total |
|---|---|---|---|---|---|
| AT COST | |||||
| Balance at the end of the preceding period | 131 | 430,795 | 29,975 | 27,547 | 488,448 |
| Movements during the period: | |||||
| - Acquisitions | 150 | 3,120 | 738 | 4,008 | |
| - Acquisitions through business combinations | 1,107 | 5 | 1,112 | ||
| - Sales and disposals (-) | -3,294 | -198 | -1,204 | -4,696 | |
| - Disposals through business divestiture (-) | -11 | -11 | |||
| - Transfers from one heading to another | 10 | -10 | 0 | ||
| - Other increase / decrease | 76 | 76 | |||
| At the end of the period | 131 | 428,758 | 32,901 | 27,147 | 488,937 |
| 26.507 | |
|---|---|
| secured by the lessor's title to the leased assets | 505 |
ANNUAL REPORT 2010
The future cash flows are then discounted using an after-tax discount factor of 7.73% (2009: 6.98%). 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.
In order to clarify the sensitivity of the test, management considered that the following factors can play a role: changes in the WACC, deviations from the business plan and changes in the market assessment of the long-term growth rate. Apart from the business plan, management has also performed tests using 10-year business plans with a long-term average growth rate of 0.50%. This test gave no indications of impairment.
An initial sensitivity analysis was performed on changes in the WACC used, at constant business plans and long-term average growth rate. Significant impairments can manifest themselves once the WACC rises to a rate between 8.25% and 8.50%. If the expected growth in cash flows were to prove not to be permanent, an impairment loss may need to be recognised, mainly on the French operations.
A sensitivity test was also carried out on the long-term average growth rate at constant WACC and business plans. There were no material losses in value at a decrease from 2% to 1.50%. Material impairments can arise in the event that growth falls below 1%.
Based on the above tests the recoverable amount was higher than the carrying value of the cash flow generating units. In 2009, an impairment loss of € 85 on Pica was recognised in the income statement.
| 2010 | Land and buildings |
Plant, machinery & equipment |
Furniture and vehicles |
Leasing and other similar rights |
Other property, plant & equipment |
Assets under construction |
Total |
|---|---|---|---|---|---|---|---|
| AT COST | |||||||
| Balance at the end of the preceding period | 122,683 | 57,944 | 21,734 | 1,497 | 4,618 | 0 208,476 | |
| Movements during the period: | |||||||
| - Acquisitions | 1,005 | 1,835 | 974 | 228 | 516 | 4,558 | |
| - Acquisitions through business combinations | 314 | 96 | 410 | ||||
| - Sales and disposals (-) | -9 | -3,593 | -1,550 | -18 | -368 | -5,538 | |
| - Transfers from one heading to another | -223 | -46 | 269 | 0 | |||
| - Other increase / decrease | 101 | 101 | |||||
| At the end of the period | 123,679 | 56,378 | 21,254 | 1,433 | 4,747 | 516 208,007 | |
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||||
| Balance at the end of the preceding period | 27,758 | 44,100 | 17,026 | 821 | 2,135 | 0 | 91,840 |
| Movements during the period: | |||||||
| - Depreciation | 4,725 | 4,643 | 1,446 | 157 | 779 | 11,750 | |
| - New consolidations | 273 | 70 | 343 | ||||
| - Written down after sales and disposals (-) | -9 | -3,593 | -1,436 | -18 | -357 | -5,413 | |
| - Transfers from one heading to another | -175 | -3 | -32 | 210 | 0 | ||
| - Other increase / decrease | 101 | 101 | |||||
| At the end of the period | 32,474 | 45,349 | 17,103 | 928 | 2,767 | 0 | 98,621 |
| Net carrying amount at the end of the period | 91,205 | 11,029 | 4,151 | 505 | 1,980 | 516 109,386 | |
| Assets pledged as security |
Land and buildings pledged as security for liabilities (mortgage included) 26,507 Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets 505
The heading 'leasing and other similar rights' comprises machines with a carrying amount of € 43 (Regionale Media Maatschappij), radio masts of JOE fm with a carrying amount of € 427, office equipment of Studio-A with a carrying amount of € 24 and vehicles of Mestne Revije with a carrying amount of € 11.
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||
|---|---|---|---|---|---|
| Balance at the end of the preceding period | 92 | 6,286 | 20,885 | 12,305 | 39,568 |
| Movements during the period: | |||||
| - Depreciation | 39 | 4,330 | 2,265 | 6,634 | |
| - New consolidations | 5 | 5 | |||
| - Impairment loss / reversal recognised in income | 4,900 | 4,900 | |||
| - Written down after sales and disposals (-) | -2,737 | -192 | -1,140 | -4,069 | |
| - Disposals through business divestiture (-) | -11 | -11 | |||
| - Transfers from one heading to another | 10 | -10 | 0 | ||
| - Other increase / decrease | -49 | -49 | |||
| At the end of the period | 131 | 8,449 | 25,027 | 13,371 | 46,978 |
| Net carrying amount at the end of the period | 0 | 420,309 | 7,874 | 13,776 | 441,959 |
| 2010 | 2009 | |
|---|---|---|
| AT COST | ||
| Balance at the end of the preceding period | 68,239 | 68,525 |
| Movements during the period: | ||
| - Acquisitions through business combinations | 10,537 | |
| - Other increase / decrease | -286 | |
| At the end of the period | 78,776 | 68,239 |
| IMPAIRMENT LOSSES | ||
| Balance at the end of the preceding period | 3,667 | 3,868 |
| Movements during the period: | ||
| - Impairment loss recognised in income | 85 | |
| - Other increase / decrease | -286 | |
| At the end of the period | 3,667 | 3,667 |
| Net carrying amount at the end of the period | 75,109 | 64,572 |
The increase in goodwill relates to the acquisition of Forum de l'Investissement and Media Ad Infinitum (Vitaya).
Goodwill is allocated to the Group's cash flow generating entities as follows: Groupe Express-Roularta (€ 31,058), VMMa (€ 21,179), JOE fm (€ 11,615), Media Ad Infinitum (€ 9,222), Studio-A (€ 1,579), Paratel (€ 452).
The Group tests the value of its intangible assets (including goodwill) annually for impairment, or more frequently where indications exist that they may have fallen in value. For the purposes of this test, the titles and goodwill are grouped at the level of the cashgenerating unit to which they belong. At this level the book value is compared with its recoverable amount (being the higher of fair value less costs to sell or its value in use).
The Group has determined the recoverable value of each cash-generating unit based on its value in use, using the discounted cash flow model. The future cash flows used in determining the 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. The expected future growth is derived from the following factors: recovery in the next two years of a portion of the revenue losses suffered during the economic crisis of 2008-2010, revenue growth through organic growth (including new multimedia initiatives) and new collaborations and the expected effects of cost controls, reorganisations and restructurings.
The residual value is determined based on a perpetuity formula which assumes a long-term growth rate in sales of 2% (2009: 2%), which is not higher than the long-term average growth rate of the media industry.
| 2010 | 2009 |
|---|---|
| $\bf{0}$ | 1,424 |
| 402 | |
| $-370$ | |
| $-1,456$ | |
| $\bf{0}$ | 0 |
| $\bf{0}$ | $-1,322$ |
| 1,322 | |
| $\bf{0}$ | 0 |
| $\bf{0}$ | 0 |
JAARVERSLAG 2010
ANNUAL REPORT 2010
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 38 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 fi nancial information | 2010 | 2009 |
|---|---|---|
| Total assets | 1,562 | 1,744 |
| Total liabilities | 1,396 | 1,486 |
| Sales | 2,407 | 2,677 |
| Net result | -47 | -38 |
| 2010 | 2009 | |
|---|---|---|
| AT COST | ||
| At the end of the preceding period | 2,465 | 2,465 |
| Movements during the period | ||
| - Acquisitions | 226 | |
| At the end of the period | 2,691 | 2,465 |
| IMPAIRMENT LOSSES (-) | ||
| At the end of the preceding period | -1,375 | -1,375 |
| Movements during the period | ||
| At the end of the period | -1,375 | -1,375 |
| Net carrying amount at the end of the period | 1,316 | 1,090 |
All investments are considered as available for sale and are carried at fair value. The impairment loss relates to 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 (€ 522), in SA STM (€ 208), CPP-INCOFIN (€ 124), to the investment of SA Groupe Express-Roularta in MLP (€ 161) and that of SA Senior Publications in Cyberlibris (€ 158). The Group does not expect to dispose of these shares in the short term.
| Plant, | Leasing | Other property, |
Assets | ||||
|---|---|---|---|---|---|---|---|
| 2009 | Land and buildings |
machinery & equipment |
Furniture and vehicles |
and other similar rights |
plant & equipment |
under construction |
Total |
| AT COST | |||||||
| Balance at the end of the preceding period | 120,680 | 83,138 | 25,919 | 57,448 | 4,905 | 138 292,228 | |
| Movements during the period: | |||||||
| - Acquisitions | 2,306 | 4,884 | 1,142 | 6,561 | 108 | 15,001 | |
| - Acquisitions through business combinations | 5 | 5 | |||||
| - Sales and disposals (-) | -303 | -90,040 | -5,321 | -2,688 | -395 | -98,747 | |
| - Transfers from one heading to another | 59,957 | -59,824 | -133 | 0 | |||
| - Other increase / decrease | 5 | -11 | -5 | -11 | |||
| At the end of the period | 122,683 | 57,944 | 21,734 | 1,497 | 4,618 | 0 208,476 | |
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||||
| Balance at the end of the preceding period | 23,105 | 58,173 | 19,727 | 13,554 | 1,921 | 0 116,480 | |
| Movements during the period: | |||||||
| - Depreciation | 4,668 | 8,774 | 1,797 | 165 | 555 | 15,959 | |
| - New consolidations | 3 | 3 | |||||
| - Written down after sales and disposals (-) | -15 | -33,062 | -4,483 | -2,688 | -341 | -40,589 | |
| - Transfers from one heading to another | 10,210 | -10,210 | 0 | ||||
| - Other increase / decrease | 5 | -18 | -13 | ||||
| At the end of the period | 27,758 | 44,100 | 17,026 | 821 | 2,135 | 0 | 91,840 |
| Net carrying amount at the end of the period | 94,925 | 13,844 | 4,708 | 676 | 2,483 | 0 116,636 |
Land and buildings pledged as security for liabilities (mortgage included) 28,419
Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets 676
To improve the balance sheet structure, an off-balance sheet sale-and-rent-back operation was concluded as per 30 June 2009 in an amount of € 56,992, of which € 54,062 relates to the printing machinery in Roeselare and € 2,930 to IT equipment. Under IAS 17.10 and IAS 17.11 this transaction is considered as an operating lease.
| I. PARTICIPATING INTEREST | 2010 | 2009 |
|---|---|---|
| At the end of the preceding period | 258 | 296 |
| Movements during the period: | ||
| - Acquisitions | 250 | |
| Movements in capital and reserves of the associated company: | ||
| - Share in the result for the financial period | -46 | -38 |
| - Other changes | -45 | |
| At the end of the period | 417 | 258 |
MAGAZINES
| II. TRADE AND OTHER RECEIVABLES, CURRENT | 2010 | 2009 |
|---|---|---|
| Trade receivables, gross | 177,784 | 169,012 |
| Allowance for bad and doubtful debts, current (-) | -6,552 | -6,876 |
| Invoices to issue and credit notes to receive (*) | 8,417 | 6,212 |
| Amounts receivable and debit balances suppliers | 591 | 1,589 |
| VAT receivable (*) | 6,684 | 7,119 |
| Other receivables, gross | 5,579 | 4,349 |
| Allowance for other receivables | -1,537 | -1,537 |
| Total trade and other receivables - current | 190,966 | 179,868 |
(*) Not considered as financial assets as defined in IAS 32
| The analysis of the age of current trade receivables is as follows: | 2010 | 2009 |
|---|---|---|
| Net carrying amount at the end of the period | 177,784 | 169,012 |
| - of which: | ||
| * not due and due less than 30 days | 131,834 | 107,530 |
| * due 30 - 60 days | 24,131 | 18,060 |
| * due 61 - 90 days | 9,266 | 15,623 |
| * due more than 90 days | 12,553 | 27,799 |
Financial assets that have fallen due at reporting date, but on which no write-down has been taken as set out above: past-due amounts have not been written down where 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 doubtful debts (trade receivables) are as follows: |
2010 | 2009 |
|---|---|---|
| Net carrying amount at the end of the preceding period | -6,876 | -7,477 |
| - Business combinations / business divestiture | -119 | |
| - Amounts written off during the year | -5,574 | -5,032 |
| - Reversal of amounts written off during the year | 6,036 | 3,827 |
| - Receivables derecognised as uncollectible and amounts collected in the financial year | -19 | 1,806 |
| Net carrying amount at the end of the period | -6,552 | -6,876 |
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 in 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: |
2010 | 2009 |
|---|---|---|
| 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 |
| LOANS AND GUARANTEES | 2010 | 2009 |
|---|---|---|
| AT AMORTISED COST | ||
| At the end of the preceding period | 3,203 | 2,264 |
| Movements during the period | ||
| - Additions | 21 | 1,046 |
| - Acquisitions through business combinations | 3 | |
| - Reimbursements | -74 | -107 |
| At the end of the period | 3,153 | 3,203 |
| IMPAIRMENT LOSSES | ||
| At the end of the preceding period | -358 | -358 |
| Movements during the period | ||
| - Impairment loss / reversal recognised in income | -18 | |
| At the end of the period | -376 | -358 |
| Net carrying amount at the end of the period | 2,777 | 2,845 |
| Total | 4,093 | 3,935 |
The loans and guarantees include the not-eliminated part of receivables on companies which are proportionally consolidated (€ 728), receivables on companies with which joint control is exercised (€ 640) and various guarantees, a.o. rent guarantees (€ 1,409). 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 | 2010 | 2009 |
|---|---|---|
| Other receivables | 1,918 | 2,171 |
| Total trade and other receivables - non current | 1,918 | 2,171 |
Other receivables 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 and receivables in the context of tax shelter investments.
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: |
2010 | 2009 |
|---|---|---|
| Net carrying amount at the end of the preceding period | 0 | 0 |
| Net carrying amount at the end of the period | 0 | 0 |
| The field that the late and help the field that the comment of the second state of the second state of the second state of the second state of the second state of the second state of the second state of the second state of |
|---|
| Allowance for other receivables |
| Other receivables, gross |
| VAT receivable [*] |
| Amounts receivable and debit balances suppliers |
| Invoices to issue and credit notes to receive [*] |
| Allowance for bad and doubtful debts, current [-] |
| Trade receivables, gross |
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
| 2010 | 2009 |
|---|---|
| Gross amount | ||
|---|---|---|
| Broadcasting rights | 36,776 | 36,972 |
| Raw materials | 7,815 | 7,317 |
| Work in progress | 835 | 595 |
| Finished goods | 1,558 | 1,059 |
| Goods purchased for resale | 2,467 | 5,078 |
| Real estate for sale | 73 | |
| Advance payments | 5,588 | 3,216 |
| Contracts in progress | 2,401 | 2,372 |
| Total gross amount (A) | 57,513 | 56,609 |
| Write-downs and other reductions in value (-) | ||
| Broadcasting rights | -17 | |
| Raw materials | -291 | -452 |
| Finished goods | -180 | -87 |
| Goods purchased for resale | -540 | -2,417 |
| Total write-downs (B) | -1,028 | -2,956 |
| Carrying amount | ||
| Broadcasting rights | 36,759 | 36,972 |
| Raw materials | 7,524 | 6,865 |
| Work in progress | 835 | 595 |
| Finished goods | 1,378 | 972 |
| Goods purchased for resale | 1,927 | 2,661 |
| Real estate for sale | 73 | |
| Advance payments | 5,588 | 3,216 |
| Contracts in progress | 2,401 | 2,372 |
| Total carrying amount at cost (A+B) | 56,485 | 53,653 |
| Net carrying amount at the end of the period | 2,620 | 2,395 |
|---|---|---|
| At the end of the period | -365 | 397 |
| - Decrease from fair value adjustments (write-down) | -839 | |
| - Increase from fair value adjustments | 77 | 76 |
| Movements during the period | ||
| At the end of the preceding period | 397 | 321 |
| FAIR VALUE ADJUSTMENTS | ||
| At the end of the period | 2,985 | 1,998 |
| - Additions | 987 | |
| Movements during the period | ||
| At the end of the preceding period | 1,998 | 1,998 |
| AT COST | ||
| I. SHORT-TERM INVESTMENTS | 2010 | 2009 |
| I. SHORT-TERM INVESTMENTS | 2010 | 2009 |
|---|---|---|
| AT COST | ||
| At the end of the preceding period | 1,998 | 1,998 |
| Movements during the period | ||
| - Additions | 987 | |
| At the end of the period | 2,985 | 1,998 |
| FAIR VALUE ADJUSTMENTS | ||
| At the end of the preceding period | 397 | 321 |
| Movements during the period | ||
| - Increase from fair value adjustments | 77 | 76 |
| - Decrease from fair value adjustments (write-down) | -839 | |
| At the end of the period | -365 | 397 |
| Net carrying amount at the end of the period | 2,620 | 2,395 |
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 2010, € 77 (2009: € 76) was recognised through profit and loss related to the fair value adjustment of these shortterm investments.
Recognised deferred tax assets and liabilities are attributable to:
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| Deferred Tax Assets |
Deferred Tax Liabilities |
Deferred Tax Assets |
Deferred Tax Liabilities |
||
| Intangible assets | 2,140 | 119,267 | 2,396 | 119,073 | |
| Property, plant and equipment | 80 | 16,496 | 102 | 16,854 | |
| Loans, guarantees, available-for-sale investments | 16 | 4,367 | 146 | 4,537 | |
| Inventories | 2,622 | 2,458 | |||
| Trade and other receivables | 282 | 15 | 653 | ||
| Short-term investments | 148 | 135 | |||
| Deferred charges and accrued income | 148 | 66 | 321 | ||
| Treasury shares | 19 | 19 | |||
| Retained earnings | 3,162 | 3,217 | |||
| Provisions | 25 | 8 | 18 | 684 | |
| Non-current employee benefits | 664 | 63 | 811 | 194 | |
| Non-current financial debts | 741 | 2,013 | |||
| Taxes | 2,176 | 2,053 | |||
| Other payables | 2,956 | 805 | 5,174 | ||
| Accrued charges and deferred income | 396 | 13 | |||
| Total deferred taxes related to temporary differences | 6,311 | 149,874 | 9,143 | 152,205 | |
| Tax losses | 21,697 | 21,211 | |||
| Tax credits | 377 | 178 | |||
| Set off tax | -24,306 | -24,306 | -26,911 | -26,911 | |
| Net deferred tax assets/liabilities | 4,079 | 125,568 | 3,621 | 125,294 |
Deferred tax assets have not been recognised in respect of tax losses for an amount of € 26,939 (2009: € 24,793) and in respect of temporary differences of € 2 (2009: € 35) 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 € 3,175 (2009: € 2,848) 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.
| 2010 | 2009 | |||
|---|---|---|---|---|
| Tax losses carried forward |
Tax credits | Tax losses carried forward |
Tax credits | |
| Year of expiration | ||||
| Without expiration date | 21,697 | 377 | 21,211 | 178 |
| Total deferred tax asset | 21,697 | 377 | 21,211 | 178 |
ANNUAL REPORT 2010
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 | 38,896 | 20.13 1/12 - 30/12/2005 10/9 - 10/10/2014 | ||
| 200,000 | 114,600 | 38,896 |
In 2010 no subscription rights were exercised.
Details of the subscription rights outstanding during the year are as follows:
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| 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 | 40,146 | 20.13 | 40,646 | 20.13 | |
| Forfeited during the year | -1,250 | 20.13 | -500 | 20.13 | |
| Outstanding at the end of the year | 38,896 | 20.13 | 40,146 | 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 long-term 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 | 1/1 - 30/4/2004 | 1/1 - 22/5/2013 |
| 2001 | 82,125 | 73,575 | 16,571 | 18.20 | 1/1 - 26/6/2005 | 1/1 - 25/8/2014 |
| 2002 | 10,000 | 10,000 | 10,000 | 20.00 | 1/1 - 31/12/2006 | 1/1 - 3/10/2012 |
| 2002 | 50,000 | 33,500 | 12,900 | 21.93 | 1/1 - 30/6/2006 | 1/1 - 31/12/2015 |
| 2003 | 10,000 | 10,000 | 3,000 | 27.00 | 1/1 - 31/12/2007 | 1/1 - 10/10/2013 |
| 2003 | 2,500 | 2,500 | 2,500 | 26.00 | 1/1 - 31/12/2007 | 1/1 - 2/7/2013 |
| 2006 | 300,000 | 267,050 | 250,750 | 53.53 | 1/1 - 31/12/2010 | 1/1 - 31/12/2021 |
| 2008 | 300,000 | 233,650 | 221,650 | 40.00 | 1/1 - 31/12/2012 | 1/1 - 31/12/2023 |
| 2009 | 269,500 | 199,250 | 194,250 | 15.71 | 1/1 - 31/12/2013 | 1/1 - 31/12/2019 |
| 1,149,625 | 948,830 | 803,115 |
On the other hand 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 | 2010 | 2009 |
|---|---|---|
| Bank balances | 37,893 | 49,813 |
| Short-term deposits | 3,466 | 19,441 |
| Cash at hand | 52 | 50 |
| Total cash and cash equivalents | 41,411 | 69,304 |
At 31 December 2010, the issued capital amounted to € 203,040 (2009: € 203,040) represented by 13,131,940 (2009: 13,131,940) fully paid-in ordinary shares. These are no-par shares.
At 31 December 2010 the Group owns 512,863 own shares (2009: 512,863). In 2010, the board of directors did not use the statutory authorisation to purchase own company shares, renewed at the annual meeting of the 19th of May 2009.
| 2010 | 2009 | |
|---|---|---|
| Share premium | 304 | 304 |
| Costs of issuance and equity increase (net after deferred taxes) | -1,222 | -1,126 |
| Reserves for share-based payments | 5,088 | 4,013 |
| Total capital reserves | 4,170 | 3,191 |
The reserves for share-based payments relate to the share options allocated as described in Note 23.
| 2010 | 2009 | |
|---|---|---|
| Hedging reserves | 120 | -1,147 |
| Total revaluation reserves | 120 | -1,147 |
| Hedging reserves | 2010 | 2009 |
| At the end of the preceding period | -1,147 | 2,065 |
| Gains / losses on cash flow hedges | 5,520 | -5,557 |
| Recognition in profit and loss | -3,600 | 691 |
| Taxes related to gains / losses on cash flow hedges recognised in equity | -653 | 1,654 |
| At the end of the period | 120 | -1,147 |
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.
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
ANNUAL REPORT 2010
NV De Streekkrant-De Weekkrantgroep is involved in a legal dispute with NV Kempenland in which damages of € 7,551 have been demanded for failure to fulfil a printing contract. A provision of € 1,200, based on the estimation of the cost by the board of directors, has already been set up for these proceedings, of which € 450 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 € 578 has been set up in respect of these proceedings. At SA Groupe Express-Roularta a provision of € 454 was set up for pending litigation relating to published articles.
| 2010 | 2009 | |
|---|---|---|
| Defined benefit plans | 5,190 | 4,123 |
| Redundancy payments | 376 | 300 |
| Other long-term employee benefits | 2,358 | 2,767 |
| Future tariff benefits on subscriptions | 625 | 1,544 |
| Employee retirement premiums | 636 | 569 |
| Jubilee premiums | 1,097 | 321 |
| Profit sharing and bonuses | 333 | |
| At the end of the period | 7,924 | 7,190 |
The future tariff benefits on subscriptions are from 2010 based on the marginal cost and no longer on the selling price. This change in estimate results in a decrease of this provision. The increase in provision for jubilee premiums is due to a change in company policy regarding the granting of such payments at
Roularta Media Group.
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.
| 2010 | 2009 | |
|---|---|---|
| A. Amounts recognised in the balance sheet | ||
| 1. Net funded defined benefit plan obligation (asset) | 397 | 377 |
| 1.1. Present value of funded or partially funded obligation | 1,791 | 1,677 |
| 1.2. Fair value of plan assets (-) | -1,394 | -1,300 |
| 2. Present value of wholly unfunded obligation | 4,793 | 3,746 |
| Defi ned benefi t plan obligation, total | 5,190 | 4,123 |
| B. Net expense recognised in income statement | ||
| 1. Current service cost | 340 | 372 |
| 2. Interest cost | 224 | 271 |
| 3. Expected return on plan assets (-) | -68 | -50 |
| 4. Net actuarial (gain) loss recognised | 645 | -969 |
| Net expense recognised in income statement | 1,141 | -376 |
| 397 | 377 |
|---|---|
| 1,791 | 1,677 |
| -1,394 | -1,300 |
| 4,793 | 3,746 |
| 5,190 | 4,123 |
| 340 | 372 |
| 224 | 271 |
| -68 | -50 |
| 645 | -969 |
| 1,141 | -376 |
Details of the share options outstanding during the year are as follows:
| 2010 | 2009 | |||
|---|---|---|---|---|
| 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 | 813,832 | 39.91 | 639,929 | 47.84 |
| Granted during the year | 199,250 | 15.71 | ||
| Forfeited during the year | -10,717 | 24.44 | -25,347 | 49.80 |
| Outstanding at the end of the year | 803,115 | 40.12 | 813,832 | 39.91 |
| Exercisable at the end of the year | 222,708 | 103,473 |
No share options were exercised during the years 2010 and 2009. The share options outstanding at the end of the year have a weighted average remaining term of 10 years.
To meet potential liabilities arising from stock options, the company introduced in the past a programme to purchase its own shares to enable it to partly meet these future options.
In 2010 the Group recognised € 1,075 (2009: € 1,368) 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.
| 2010 Provisions, non current |
Legal proceeding provisions |
Environmental provisions |
Restructuring provisions |
Other provisions |
Total |
|---|---|---|---|---|---|
| At the end of the preceding period | 3,033 | 45 | 2,729 | 1,514 | 7,321 |
| Movements during the period: | |||||
| - Additional provisions | 121 | 2,023 | 629 | 2,773 | |
| - Transfers from one heading to another | 333 | 333 | |||
| - Acquisitions through business combinations | 10 | 10 | |||
| - Amounts of provisions used (-) | -367 | -23 | -1,864 | -119 | -2,373 |
| - Unused amounts of provisions reversed (-) | -478 | -541 | -1,019 | ||
| - Other increase / decrease | -4 | -4 | |||
| At the end of the period | 2,648 | 22 | 2,888 | 1,483 | 7,041 |
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 25. The environmental provisions relate to provisions for soil decontamination. The restructuring provisions relate for € 1,491 to the restructurings of French group companies and for € 1,396 to Belgian group companies. The other provisions include a.o. the URSSAF provision (adjustments to social security debts related to controls URSSAF) at several French subsidiaries.
| 2009 | Legal proceeding |
Environmental | Restructuring | Other | |
|---|---|---|---|---|---|
| Provisions, non current | provisions | provisions | provisions | provisions | Total |
| At the end of the preceding period | 2,414 | 68 | 676 | 4,607 | 7,765 |
| Movements during the period: | |||||
| - Additional provisions | 1,111 | 2,729 | 487 | 4,327 | |
| - Increase / decrease to existing provisions | 252 | 252 | |||
| - Transfers from one heading to another | -120 | 1,752 | -54 | 1,578 | |
| - Amounts of provisions used (-) | -368 | -23 | -2,428 | -654 | -3,473 |
| - Unused amounts of provisions reversed (-) | -4 | -3,124 | -3,128 | ||
| At the end of the period | 3,033 | 45 | 2,729 | 1,514 | 7,321 |
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
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 € 3,328 (2009: € 3,535).
We refer to Note 23.
| 2010 | CURRENT | NON CURRENT | |||
|---|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |
| Financial debts | |||||
| Debentures | 48,977 | 48,977 | |||
| - Recognition at transaction exchange rate | 53,996 | 53,996 | |||
| - Revaluation at the balance sheet closing date | -5,019 | -5,019 | |||
| Derivatives | 3,414 | 3,414 | |||
| Convertible debentures | 13,937 | 13,937 | |||
| Finance leases | 170 | 180 | 227 | 577 | |
| Credit institutions | 30,743 | 18,642 | 24,929 | 14,177 | 88,491 |
| Other loans | 12 | 10 | 15 | 37 | |
| Total fi nancial debts according to their maturity | 30,925 | 18,832 | 91,484 | 14,192 | 155,433 |
| 2009 | CURRENT | NON CURRENT | |||
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |
| Financial debts | |||||
| Debentures | 45,172 | 45,172 | |||
| - Recognition at transaction exchange rate | 53,792 | 53,792 | |||
| - Revaluation at the balance sheet closing date | -8,620 | -8,620 | |||
| Derivatives | 8,070 | 8,070 | |||
| Convertible debentures | 18,935 | 18,935 | |||
| Finance leases | 182 | 177 | 407 | 766 | |
| Credit institutions | 22,847 | 43,385 | 41,209 | 16,528 | 123,969 |
| Other loans | 1,200 | 22 | 1,222 | ||
| Total fi nancial debts according to their maturity | 24,229 | 43,562 | 94,880 | 35,463 | 198,134 |
| 2009 | CURRENT | NON CURRENT | |||
|---|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |
| Financial debts | |||||
| Debentures | 45,172 | 45,172 | |||
| - Recognition at transaction exchange rate | 53,792 | 53,792 | |||
| - Revaluation at the balance sheet closing date | -8,620 | -8,620 | |||
| Derivatives | 8,070 | 8,070 | |||
| Convertible debentures | 18,935 | 18,935 | |||
| Finance leases | 182 | 177 | 407 | 766 | |
| Credit institutions | 22,847 | 43,385 | 41,209 | 16,528 | 123,969 |
| Other loans | 1,200 | 22 | 1,222 | ||
| Total fi nancial debts according to their maturity | 24,229 | 43,562 | 94,880 | 35,463 | 198,134 |
RMG opted in 2010 for partial early repayment of the following long-term loans: Bond (USPP): € 2,000 and Credit institutions: € 20,000.
The company's lenders have imposed from 1/1/2011 on covenants relating to the debt ratio (net financial debt/EBITDA), interest coverage (EBITDA/net financing expenses), fixed cost coverage (EBITDA + operating lease rents/net financing costs + operating lease rents), gearing (net debt/equity), solvency, equity and dividends.
Until 31/12/2010 the same covenants were imposed by the lenders, but were based on REBITDA rather than EBITDA.
| 5,423 | 5,774 |
|---|---|
| 340 | 372 |
| 224 | 271 |
| 602 | -986 |
| 30 | 30 |
| 39 | |
| -74 | -30 |
| -8 | |
| 6,584 | 5,423 |
| 1,300 | 1,128 |
| 68 | 50 |
| -44 | 8 |
| 108 | 105 |
| 31 | 30 |
| -69 | -21 |
| 1,394 | 1,300 |
| 24 | 58 |
| 3.97% | 3.8% |
| 4.7% | 5.0% |
| 1.0% | 1.0% |
| 2.0% | 2.0% |
| 2010 | 2009 | 2008 | 2007 | |
|---|---|---|---|---|
| Present value of defined benefit obligation | 6,584 | 5,423 | 5,774 | 6,070 |
| Fair value of plan assets | 1,394 | 1,300 | 1,128 | 1,587 |
| Defi cit / (surplus) | 5,190 | 4,123 | 4,646 | 4,483 |
| Experience adjustments on plan liabilities | 602 | -986 | -427 | -464 |
| Experience adjustments on plan assets | -44 | 8 | 55 | -147 |
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:
| 2010 | 2009 | |
|---|---|---|
| Fixed income securities and cash | 88% | 87% |
| Equity instruments | 5% | 5% |
| Property | 7% | 8% |
The Group expects to make a contribution of € 105 to the defined benefit plans in 2011.
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
| Current other payables | 2010 | 2009 |
|---|---|---|
| Indirect tax payable (*) | 14,079 | 16,420 |
| Derivatives with negative fair value | 6,383 | 8,783 |
| Other payables | 2,187 | 756 |
| Total current other payables | 22,649 | 25,959 |
Indirect taxes relate primarily to VAT, advance income tax and provincial and municipal taxes. The decrease of the indirect tax payable relates to the decrease of the VAT payable.
| Carrying amount of government grants recognised (*) | 296 | 338 |
|---|---|---|
| Accrued charges and deferred income (*) | 2,880 | 4,591 |
| Accrued interest | 1,446 | 1,332 |
| Accrued charges and deferred income | 2010 | 2009 |
|---|---|---|
| Accrued interest | 1,446 | 1,332 |
| Accrued charges and deferred income (*) | 2,880 | 4,591 |
| Carrying amount of government grants recognised (*) | 296 | 338 |
| Total accrued charges and deferred income | 4,622 | 6,261 |
(*) No financial liability as defined in IAS 32.
| minimum lease payments | Present value of | Minimum lease payments |
||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| No later than 1 year | 170 | 182 | 203 | 226 |
| Later than 1 year and not later than 5 years | 407 | 584 | 440 | 652 |
| 577 | 766 | 643 | 878 | |
| Less future finance charges | -66 | -112 | ||
| Present value of minimum lease payments | 577 | 766 | 577 | 766 |
| Included in the financial debt as: | ||||
| Current finance lease | 170 | 182 | ||
| Non-current finance lease | 407 | 584 | ||
| 577 | 766 |
The finance lease arrangements held by the Group relate mainly to broadcasting masts, machines and vehicles. Regionale Media Maatschappij holds finance lease arrangements for editing cells and broadcasting material, for which purchase options exist at 1% of the gross investment.
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.
| 2010 | 2009 | |
|---|---|---|
| Interest recognised as an expense in the period related to finance lease | 46 | 1,113 |
The interest portion of the financial lease is charged to income over the term of the lease. The decrease compared with last year is mainly due to the sale-and-rent-back agreement concluded on 30 June 2009.
| The guaranteed debts included in the financial debts can be summarised as follows: | |
|---|---|
| Finance leases | 577 |
| Credit institutions | 12,735 |
| These are guaranteed by: | |
| Mortgages registered on the Group's land and buildings | 15,417 |
| Pledges | 3,872 |
| In addition there also remains a mortgage registration without any matching debt: | 12,395 |
For further information on the Group's exposure to interest and exchange rate risks, see Note 31. Financial Instruments – Market and Other Risks.
| 2010 | CURRENT | NON CURRENT | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |||||
| Trade and other payables | |||||||||
| Trade payables | 150,828 | 2,166 | 152,994 | ||||||
| Advances received | 49,965 | 49,965 | |||||||
| Current employee benefits | 37,623 | 37,623 | |||||||
| - of which payables to employees | 27,579 | 27,579 | |||||||
| - of which payables to Public Administrations | 10,044 | 10,044 | |||||||
| Taxes | 9,801 | 9,801 | |||||||
| Other payables | 22,649 | 56 | 139 | 22,844 | |||||
| Accrued charges and deferred income | 4,622 | 4,622 | |||||||
| Total amount of payables according to their maturity | 275,488 | 2,222 | 0 | 139 | 277,849 |
| 2009 | CURRENT | NON CURRENT | |||
|---|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | Total | |
| Trade and other payables | |||||
| Trade payables | 157,234 | 2,464 | 159,698 | ||
| Advances received | 50,263 | 50,263 | |||
| Current employee benefits | 37,220 | 37,220 | |||
| - of which payables to employees | 25,757 | 25,757 | |||
| - of which payables to Public Administrations | 11,463 | 11,463 | |||
| Taxes | 3,244 | 3,244 | |||
| Other payables | 25,959 | 56 | 144 | 26,159 | |
| Accrued charges and deferred income | 6,262 | 6,262 | |||
| Total amount of payables according to their maturity | 280,182 | 2,520 | 0 | 144 | 282,846 |
| Current trade payables | 2010 | 2009 | |||
| Trade payables | 89,347 | 95,786 | |||
| Bills of exchange payable | 1,230 | 3,972 | |||
| Invoices to be received / credit notes to issue (*) | 59,591 | 56,955 | |||
| Credit balances trade receivables | 660 | 521 | |||
| Total current trade payables | 150,828 | 157,234 |
The decrease in current trade payables compared with last year is mainly a timing difference in payments.
ANNUAL REPORT 2010
The only financing activity with a potential currency risk is the US Private Placement in USD undertaken in 2006 by the Group with a nominal value of \$ 75,000 and an outstanding balance per end of 2010 of \$ 66,151, maturing in 2014, interest on which is payable half-yearly.
To hedge the currency risk on both the principal and the (future) interest payments on this USD-denominated loan, the Group has 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 hedges the entire currency risk, it is considered as a cash flow hedge and hedge reporting is applied.
Upon initial recognition, this loan was converted into euros at the transaction rate. At balance sheet date it was 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 balance sheet date are also recognised in the income statement. The translation differences on this USD loan recognised in the income statement during the financial year amount to - € 3,600 (2009: € 691). The change in the value of the foreign exchange future contract which is also recognised in the income statement is € 3,600 (2009: - € 691). The market value of this contract at balance sheet date amounted to - € 5,019 (2009: - € 8,620).
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 27.
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 2010:
| Interest rate | Carrying amount | Effective interest rate |
|---|---|---|
| Fixed interest rate | 20,174 | from 4% to 6% |
| Fixed interest rate with variable margin (*) | 82,338 | from 4% to 6% |
| Variable interest rate, converted into fixed interest rate through hedging contracts, with variable margin (*) | 30,020 | from 4% to 6.5% |
| Variable interest rate | 12,544 | from 1% to 5% |
As well as these loans, the Group had at 31 December 2010 overdrafts with credit institutions totalling € 6,329. 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 2009:
| Interest rate | Carrying amount | Effective interest rate |
|---|---|---|
| Fixed interest rate | 26,736 | from 4% to 6% |
| Fixed interest rate with variable margin (*) | 93,391 | from 4% to 6% |
| Variable interest rate, converted into fixed interest rate through hedging contracts, with variable margin (*) | 52,877 | from 4% to 6% |
| Variable interest rate | 22,671 | from 2% to 5% |
As well as these loans, the Group had at 31 December 2009 overdrafts with credit institutions totalling € 471. 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.
| 2010 | 2009 | |
|---|---|---|
| Lease payments recognised as an expense in the period | 23,860 | 19,904 |
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. The sale-and-rent-back operation concluded on 30 June 2009 increases rental costs by € 4,181 compared with last year.
| Non-cancellable future minimum operating lease payments | 2010 | 2009 |
|---|---|---|
| < 1 year | 16,859 | 18,957 |
| 1 to 5 years | 60,711 | 41,562 |
| > 5 years | 49,968 | 32,588 |
| 127,538 | 93,107 |
The Group provides securities for obligations totalling € 6,150 (2009: € 6,475), of which € 1,150 (2009: € 1,150) relate to joint ventures. Pledges totalling € 3,872 (2009: € 4,752) were given on business assets, € 1,000 (2009: € 1,000) of which related to joint ventures.
Roularta Printing's contractual obligations to buy paper from third parties amount to € 3,741 (2009: € 5,257). VMMa's contractual obligations amount to € 51,433 (2009: € 45,807) 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 eurozone. Other than that the Group does not run any significant 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 (€ 310 receivable in 2010 and € 183 payable in 2009) and booked in the heading 'financial derivatives' under non-current assets or liabilities.
The total notional amount of these forward contacts comes to USD 11,436 (2009: USD 13,554).
The operating currency risks to the Group from activities outside the eurozone, that is Croatia and Serbia, are very limited. The net cash flow from and to these entities, and their timing, is such that no significant currency positions have arisen from them.
MAGAZINES
ANNUAL REPORT 2010
The fair value at balance sheet date of these financial instruments can be summarised as follows:
Interest Rate Swap - cash flow hedge 1,605 550
2010 2009 Asset Liability Asset Liability Currency Rate Swap - foreign exchange future contract - cash flow hedge -5,019 -8,620 Interest Rate Currency Swap - no cash flow hedge -457 -1,080 Cash flow hedge -1,423 -2,287 No cash flow hedge -4,092 -4,168 No cash flow hedge -411 -1,248 1,605 -11,402 550 -17,403
The impact of the evolution in the market values (before taxes) of these financial instruments can be summarised as follows:
| Evolution market values |
Recognised in equity |
Recognised in profi t and loss |
|---|---|---|
| 5,137 | ||
| 7,057 | 1,920 |
| Cross Currency Interest Rate Swap | |||
|---|---|---|---|
| Currency Rate Swap - foreign exchange future contract | 3,600 | 3,600 | |
| Interest Rate Swap - cash flow hedge | 1,056 | 1,056 | |
| Interest Rate Currency Swap - no cash flow hedge | 623 | 623 | |
| Interest Rate Swap | |||
| Cash flow hedge | 864 | 864 | |
| No cash flow hedge | 76 | 76 | |
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | |||
| No cash flow hedge | 838 | 838 | |
| 7,057 | 1,920 | 5,137 | |
As specified above, an exchange difference on the USD borrowing has also been recognised in the income statement in an amount
of - € 3,600.
| 2009 | Evolution market values |
Recognised in equity |
Recognised in profi t and loss |
|---|---|---|---|
| Cross Currency Interest Rate Swap | |||
| Currency Rate Swap - foreign exchange future contract | -691 | -691 | |
| Interest Rate Swap - cash flow hedge | -4,583 | -4,583 | |
| Interest Rate Currency Swap - no cash flow hedge | -1,079 | -1,079 | |
| Interest Rate Currency Swap - realised | 1,068 | ||
| Interest Rate Swap | |||
| Cash flow hedge | -283 | -283 | |
| No cash flow hedge | -1,285 | -1,285 | |
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | |||
| No cash flow hedge | -192 | -192 | |
| -8,113 | -4,866 | -2,179 |
As specified above, an exchange difference on the USD borrowing has also been recognised in the income statement in an amount of € 691.
The changes which have been recognised in the income statement are included under the financial results.
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 can be summarised as follows:
Debenture: to hedge the interest rate risk on this loan in USD, the Group has concluded an Interest Rate Swap, combined with the Cross Currency Swap covering the exchange risk which is detailed under the currency risk. This contract had the effect of reducing the effective fixed interest rate (without margin) on this loan to 4.75%. The cash flows from this contract match those of the interest and principal payments on this debenture.
This Interest Rate Swap is considered as a cash flow hedge.
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 € 29,870 (2009: € 52,877).
Alongside these are a number of contracts that do not meet the conditions of IAS 39 to be viewed as hedging contracts. This relates to an IRCS contract, IRS contracts, a Cap Floor contract, a Floor Spread contract and an Index Swap contract with a total notional amount of USD 8,849 and € 115,969 (2009: USD 8,849 and € 170,076. In 2010 an IRS contract was terminated prior to maturity, producing a positive cash flow of € 2,845, which has been recognised under other financing income. In 2009 a Cap Floor contract and an IRS contract were terminated prior to maturity, producing a positive cash flow of € 1,058, which has been recognised under other financing income.
The maturity dates of the notional amounts of these financial instruments, can be summarised as follows:
| 2010 | CURRENT | NON CURRENT | ||
|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | |
| Cross Currency Intrest Rate Swap | ||||
| 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 | |||
| Intrest Rate Swap | ||||
| Cash flow hedge | 6,407 | 12,407 | 11,056 | |
| No cash flow hedge | 15,250 | 2,100 | 79,000 | |
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | ||||
| No cash flow hedge | 938 | 8,681 | 10,000 |
| 2009 | CURRENT | NON CURRENT | ||
|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | over 5 years | |
| Cross Currency Intrest Rate Swap | ||||
| 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 | |||
| Intrest Rate Swap | ||||
| Cash flow hedge | 13,007 | 16,407 | 23,463 | |
| No cash flow hedge | 5,250 | 67,920 | 75,000 | |
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | ||||
| No cash flow hedge | 2,288 | 938 | 8,680 | 10,000 |
As well as the legally required minimum equity amounts which apply to our subsidiaries in the various countries, a number of covenants have been imposed in relation to existing loans, including a minimum equity amount.
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:
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| Note Carrying amount | Fair value Carrying amount | Fair value | |||
| Non-current assets | |||||
| Loans, guarantees, available-for-sale investments | 17 | 4,093 | 4,093 | 3,935 | 3,935 |
| Trade and other receivables | 18 | 1,918 | 1,918 | 2,171 | 2,171 |
| Financial derivatives | 310 | 310 | |||
| Current assets | |||||
| Trade and other receivables | 18 | 175,865 | 175,865 | 166,537 | 166,537 |
| Short-term investments | 21 | 2,620 | 2,620 | 2,395 | 2,395 |
| Cash and cash equivalents | 21 | 41,411 | 41,411 | 69,304 | 69,304 |
| Non-current liabilities | |||||
| Financial debts | 27 | -124,508 | -113,465 | -173,905 | -163,458 |
| Trade payables | 28 | -2,166 | -2,166 | -2,464 | -2,464 |
| Other payables | 28 | -195 | -195 | -200 | -200 |
| Financial derivatives | -183 | -183 | |||
| Current liabilities | |||||
| Financial debts | 27 | -30,925 | -40,841 | -24,229 | -34,895 |
| Trade payables | 28 | -91,237 | -91,237 | -100,279 | -100,279 |
| Advances received | 28 | -49,965 | -49,965 | -50,263 | -50,263 |
| Other payables | 28 | -8,570 | -8,570 | -9,539 | -9,539 |
| Accrued interests | 28 | -1,446 | -1,446 | -1,332 | -1,332 |
We mention below the main methods and assumptions used for estimating the fair values of financial instruments which are included in the overview.
As mentioned in Note 17, the investment in Cyber Press Publishing SA has been written off in 2007, given that it went in liquidation. Because no reliable estimate can be made of the fair values of the other 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.
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 2010.
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 2010 by € 631, while a general decrease of 100 basis points in the interest rate, applied equally to all loan periods, would decrease the interest expense for 2010 by € 646. 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 € 179, while a general fall of 100 basis points in the interest rate would result in a rise of pre-tax result by a net € 193.
To manage credit risk, credit evaluations are performed for clients requiring significant credit facilities. 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 foreign clients of the printing works.
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.
There was no significant concentration of credit risks with a single counterparty at 31 December 2010.
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 G below. Impairment charges are detailed in Note 18.
The media market in general is both highly sensitive to fluctuations in the wider economy and cyclical in nature.
RMG 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 RMG'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 profit generated by the Printed Media division and the Audiovisual Media division is largely determined by the advertising market, the readers market and viewing and listening figures. In the Audiovisual division, programming costs, for both domestic productions and international film material, are determined a long time in advance and so are inflexible. Conversely, the advertising market can change in the short term.
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 RMG if price increases cannot be passed on in time to its customers. To manage the paper price risk, the Group uses price agreements. There are annual contracts concluded for newspaper, and periodical contracts for magazine paper.
An analysis of the maturity dates of the financial liabilities can be found in Note 27.
RMG's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect RMG's business, operating results and/or financial position. Any breach of covenants can lead to the loans being immediately due and payable.
The Group has various credit lines for a total amount of € 79,796 and expects to meet its obligations through a combination of operating cash flows and the existing credit lines.
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.
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
The following major acquisitions with effect on the consolidated financial statements took place in 2010:
On 10 June 2010, Groupe Express-Roularta, a subsidiary of Roularta Media Group, acquired 100% of the shares of Forum de l'Investissement SA (formerly Win SA), organiser of the exhibitions 'Fiscap' and 'Forum de l'Investissement'. This acquisition is intended to provide readers and advertisers of the French monthly personal finance management magazine 'Mieux Vivre Votre Argent' with a multimedia package based on real synergy between print media, the internet and fairs. The acquisition contract provides for an additional purchase price and a variable portion of the purchase price as a function of sales achieved in 2010 and 2011. The variable part of the price is in part unlimited. The goodwill recognised on the acquisition relates to the supplementary amount that the Group was willing to pay for the expertise and reputation of these fairs, as well as the expected synergies with the Group's magazines.
On 1 July 2010, Senior Publications Nederland BV acquired the remaining 50% of the shares of Press Partners BV, which publishes the health portal 'Gezondheidsnet.nl'. This acquisition fits in with the expansion of the web activities of Senior Publications Netherlands BV. The purchase price consists of a fixed part and an additional earn-out based on the gross sales margin between 01/01/2010 and 31/12/2014. The goodwill recognised on the acquisition relates to the supplementary amount that the Group was willing to pay for the expertise and reputation of this website, as well as the expected synergies with a.o. plusonline.nl.
On 5 November 2010, Vlaamse Media Maatschappij NV acquired 100% of the shares of Media Ad Infinitum SA, the operating company of TV station Vitaya. This takeover fits into the expansion of VMMa's portfolio of broadcasting stations. Through this acquisition VMMa acquires a channel that focuses primarily on women, and which is complementary to its existing TV offering. Furthermore Vitaya, just like the four existing TV channels, is a strong brand. The purchase price does not include any earn-out. The goodwill recognised on the acquisition is related to Vitaya's strong brand name and the expected synergies with the other Vlaamse Media Maatschappij channels.
The purchase price of the aforementioned acquisitions, including the estimated earn-out payable, amounts to € 10,444. Of this, € 10,038 was already paid at the end of 2010.
On 31 December 2010 Roularta Media Group acquired 25% of the shares of events management office Twice Entertainment BVBA. This acquisition fits into the diversification of its activities. This company was consolidated at the end of 2010 by the equity method.
In 2009, Starway NV started up and shareholdings in Alphadistri SAS increased from 50% to 100%.
The 2010 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:
| 2010 | 2009 | |
|---|---|---|
| ASSETS | TOTAL | TOTAL |
| Non-current assets | 319 | 590 |
| Intangible assets | 241 | 587 |
| Property, plant and equipment | 75 | 3 |
| Loans, guarantees, available-for-sale investments | 3 | 0 |
| Current assets | 3,622 | 146 |
| Inventories | 1,306 | 0 |
| Trade and other receivables | 1,908 | 47 |
| Cash and cash equivalents | 259 | 99 |
| Deferred charges and accrued income | 149 | 0 |
| Total assets | 3,941 | 736 |
As of 31 December 2010, the Group held the following financial instruments measured at fair value:
| 31/12/2010 | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|
| Assets measured at fair value | ||||
| Short-term investments | 2,620 | 2,620 | ||
| Interest Rate Swap - cash flow hedge | 1,605 | 1,605 | ||
| Financial derivatives: foreign currency exchange contracts | 310 | 310 | ||
| Liabilities measured at fair value | ||||
| Currency Rate Swap - foreign exchange future contract | -5,019 | -5,019 | ||
| Interest Rate Currency Swap - no cash flow hedge | -457 | -457 | ||
| Interest Rate Swap - cash flow hedge | -1,423 | -1,423 | ||
| Interest Rate Swap - no cash flow hedge | -4,092 | -4,092 | ||
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | -411 | -411 |
As of 31 December 2009, the Group held the following financial instruments measured at fair value:
| 31/12/2009 | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|
| Assets measured at fair value | ||||
| Short-term investments | 2,395 | 2,395 | ||
| Interest Rate Swap - cash flow hedge | 550 | 550 | ||
| Liabilities measured at fair value | ||||
| Financial derivatives: foreign currency exchange contracts | -183 | -183 | ||
| Currency Rate Swap - foreign exchange future contract | -8,620 | -8,620 | ||
| Interest Rate Currency Swap - no cash flow hedge | -1,080 | -1,080 | ||
| Interest Rate Swap - cash flow hedge | -2,287 | -2,287 | ||
| Interest Rate Swap - no cash flow hedge | -4,168 | -4,168 | ||
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | -1,248 | -1,248 |
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.
JAARVERSLAG 2010
MAGAZINES
ANNUAL REPORT 2010
In 2010, there were no disposals of subsidiaries.
In 2009 TTG Plus Publishing and Travelmedia NV were sold.
The fair value of the assets and liabilities of the disposed subsidiaries on the date of disposal is presented as follows:
| 2010 | 2009 | |
|---|---|---|
| ASSETS | ||
| Non-current assets | 0 | 0 |
| Current assets | 0 | 8 |
| Current receivables | 4 | |
| Cash and cash equivalents | 4 | |
| Total assets | 0 | 8 |
| LIABILITIES | ||
| Non-current liabilities | 0 | 523 |
| Financial debts | 523 | |
| Current liabilities | 0 | 9 |
| Trade payables | 9 | |
| Total liabilities | 0 | 532 |
| Total disposed net assets | 0 | -524 |
| Sale of loan | 517 | |
| Translation differences in equity | -88 | |
| Gain (loss) on disposal | 98 | |
| Cash consideration received | 0 | 3 |
| Deposits and cash and cash equivalents disposed of | 0 | -4 |
| Net cash infl ow (outfl ow) | 0 | -1 |
A list of joint ventures, including the name, country of incorporation, proportion of ownership interest, is given in Note 38 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:
| 2010 | 2009 | |
|---|---|---|
| Non-current assets | 87,120 | 79,941 |
| Current assets | 106,562 | 108,031 |
| Non-current liabilities | 15,352 | 16,525 |
| Current liabilities | 62,152 | 59,820 |
| Share in the Group's sales | 207,307 | 205,448 |
| Share in the Group's net profit | 21,922 | 17,203 |
| 2010 | 2009 | |
|---|---|---|
| LIABILITIES | TOTAL | TOTAL |
| Non-current liabilities | 117 | 199 |
| Provisions | 10 | 0 |
| Employee benefits | 39 | 0 |
| Deferred tax liabilities | 58 | 199 |
| Financial debts | 10 | 0 |
| Current liabilities | 3,918 | 65 |
| Financial debts | 8 | 0 |
| Trade payables | 2,726 | 4 |
| Employee benefits | 112 | 6 |
| Taxes | 0 | 23 |
| Other payables | 721 | 10 |
| Accrued charges and deferred income | 351 | 22 |
| Total liabilities | 4,035 | 264 |
| Total net assets acquired | -94 | 472 |
| Net assets acquired | -94 | 472 |
| Goodwill | 10,538 | 0 |
| Consideration paid / to pay in cash and cash equivalents | 10,444 | 472 |
| Deposits and cash and cash equivalents acquired | -259 | -99 |
| Net cash outfl ow | 10,185 | 373 |
The share of these acquisitions in sales and net result of the Group is:
| Sales of the period |
Net result of the period |
|
|---|---|---|
| Forum de l'Investissement SA | 1,442 | 82 |
| Press Partners BV | 58 | -14 |
| Media Ad Infinitum NV | 0 | 0 |
Had these business combinations been effected at 1 January 2010, the sales of these business combinations would be € 8,645 and the net loss € 3,029.
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
ANNUAL REPORT 2010
| 2009 | Joint ventures | Associated companies |
Other related parties |
Total |
|---|---|---|---|---|
| I. ASSETS WITH RELATED PARTIES | 8,000 | 1,487 | 27 | 9,514 |
| Loans, guarantees, available-for-sale investments | 802 | 0 | 0 | 802 |
| Loans | 802 | 802 | ||
| Non-current receivables | 322 | 0 | 0 | 322 |
| Other receivables | 322 | 322 | ||
| Current receivables | 6,876 | 1,487 | 27 | 8,390 |
| Trade receivables | 6,876 | 1,487 | 27 | 8,390 |
| II. LIABILITIES WITH RELATED PARTIES | 3,593 | 381 | 389 | 4,363 |
| Financial liabilities | 19 | 0 | 0 | 19 |
| Other payables | 19 | 19 | ||
| Payables | 3,574 | 381 | 389 | 4,344 |
| Trade payables | 3,566 | 381 | 389 | 4,336 |
| Other payables | 8 | 8 | ||
| III. TRANSACTIONS WITH RELATED PARTIES | ||||
| Sale of goods | 2,675 | 26 | 2,701 | |
| Purchases of goods (-) | -21 | -21 | ||
| Rendering of services | 18,754 | 4,273 | 291 | 23,318 |
| Receiving of services (-) | -7,735 | -1,396 | -2,199 | -11,330 |
| Transfers under finance arrangements | -37 | -37 | ||
| IV. KEY MANAGEMENT PERSONNEL REMUNERATIONS (INCLUDING DIRECTORS) | ||||
| 5,647 | ||||
| - of which short-term employee benefits | 4,920 |
of which post-employment benefits 172
of which share-based payment expenses 555
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 38. 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.
On 14 January 2011 the company capital was increased by € 185 by the creation of 9,183 new shares with the related VVPR strips following an exercise of warrants. The board of directors, making use of the authorised capital, then increased capital by € 1 by incorporating reserves available for distribution in the same amount, without issuing new shares, bringing capital to € 203,225.
After this capital increase, the issued capital amounted to € 203,225 represented by 13,141,123 shares. These are no-par shares.
Otherwise no major events have occurred which significantly affect the results and the financial position of the company.
The audit fees amount to € 396. The fees of the auditor related to special services amount to € 13. The fees payable to persons with whom the auditor is associated amount to € 10 for tax and legal advisory services.
| 2010 | Joint ventures | Associated companies |
Other related parties |
Total |
|---|---|---|---|---|
| I. ASSETS WITH RELATED PARTIES | 6,059 | 1,789 | 112 | 7,960 |
| Loans, guarantees, available-for-sale investments | 553 | 0 | 0 | 553 |
| Loans | 553 | 553 | ||
| Current receivables | 5,506 | 1,789 | 112 | 7,407 |
| Trade receivables | 4,591 | 1,789 | 112 | 6,492 |
| Other receivables | 915 | 915 | ||
| II. LIABILITIES WITH RELATED PARTIES | 2,721 | 250 | 150 | 3,121 |
| Financial liabilities | 19 | 0 | 0 | 19 |
| Other payables | 19 | 19 | ||
| Payables | 2,702 | 250 | 150 | 3,102 |
| Trade payables | 2,692 | 250 | 150 | 3,092 |
| Other payables | 10 | 10 | ||
| III. TRANSACTIONS WITH RELATED PARTIES | ||||
| Sale of goods | 1,860 | 1,860 | ||
| Purchases of goods (-) | 0 | 0 | ||
| Rendering of services | 14,104 | 4,351 | 369 | 18,824 |
| Receiving of services (-) | -5,704 | -1,518 | -2,325 | -9,547 |
| Transfers under finance arrangements | -6 | -6 | ||
| IV. KEY MANAGEMENT PERSONNEL REMUNERATIONS (INCLUDING DIRECTORS) | ||||
| 5,711 | ||||
| - of which short-term employee benefits | 4,920 | |||
| - of which post-employment benefits | 209 | |||
| - of which redundancy remuneration | 106 | |||
| - of which share-based payment expenses | 476 |
ROULARTA MEDIA GROUP 169 ANNUAL REPORT 2010 ROULARTA MEDIA GROUP
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
NEWSPAPERS
| 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% |
| 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% |
| STARWAY NV | Vilvoorde, Belgium | 50.00% |
| 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% |
| 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% |
| 4. Companies of minor importance not included in the consolidated fi nancial statements | ||
| EUROCASINO NV - in liquidation | Brussels, Belgium | 19.00% |
| CYBER PRESS PUBLISHING SA | Clichy, France | 15.39% |
The ultimate parent of the Group is Roularta Media Group NV, Roeselare, Belgium. As of 31 December 2010, 62 subsidiaries, joint ventures and associated companies are consolidated.
| Name of the company | Location | Effective interest % |
|---|---|---|
| 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. | Belgrado, 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% |
| LE VIF MAGAZINE SA | Brussels, 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% |
| TVOJ MAGAZIN D.O.O. | Zagreb, Croatia | 100.00% |
| WEST-VLAAMSE MEDIA GROEP NV | Roeselare, Belgium | 100.00% |
| MESTNE REVIJE D.O.O. | Ljubljana, Slovenia | 92.00% |
| DE STREEKKRANT-DE WEEKKRANTGROEP NV | Roeselare, Belgium | 80.00% |
| DRUKKERIJ LEYSEN NV | Mechelen, Belgium | 80.00% |
| TAM-TAM NV | Knokke, Belgium | 80.00% |
| ROULARTA PRINTING NV | Roeselare, Belgium | 77.41% |
| VOGUE TRADING VIDEO NV | Roeselare, Belgium | 74.67% |
| PRÉLUDE ET FUGUE SARL | Paris, France | 51.00% |
| ZEEUWS VLAAMS MEDIABEDRIJF BV | Terneuzen, The Netherlands | 40.80% |
| 2. Proportionally consolidated companies | ||
| 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% |
| DICOS D'OR SNC | Paris, France | 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% |
| JOE fm NV | Vilvoorde, Belgium | 50.00% |
Statutory auditor's report on the consolidated financial statements for the year ended 31 December 2010 to the shareholders' meeting
As required by law and the company's articles of association, we are pleased to report to you on the audit assignment which you have entrusted to us. This report includes our opinion on the consolidated financial statements together with the required additional comment.
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. Those consolidated financial statements comprise the consolidated balance sheet as at 31 December 2010, 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 932,632 (000) EUR and the consolidated income statement shows a consolidated profit (Group share) for the year then ended of 30,952 (000) EUR.
The board of directors of the company is responsible for the preparation of the consolidated financial statements. This responsibility includes among other things: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the 'Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren'. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures
selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we have considered 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. We have assessed the basis of the accounting policies used, the reasonableness of accounting estimates made by the company and the presentation of the consolidated financial statements, taken as a whole. Finally, the board of directors and responsible officers of the company have replied to all our requests for explanations and information. We believe that the audit evidence we have obtained provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements give a true and fair view of the Group's financial position as of 31 December 2010, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU and with the legal and regulatory requirements applicable in Belgium.
The preparation and the assessment of the information that should be included in the directors' report on the consolidated financial statements are the responsibility of the board of directors.
Our responsibility is to include in our report the following additional comment which does not change the scope of our audit opinion on the consolidated financial statements:
Kortrijk, 22 April 2011 The statutory auditor DELOITTE Bedrijfsrevisoren / Réviseurs d'Entreprises, BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Frank Verhaegen and Mario Dekeyser
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 2010, 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.
| CONDENSED STATUTORY INCOME STATEMENT | 2010 | 2009 |
|---|---|---|
| Operating income | 295,632 | 292,192 |
| Operating charges | -277,037 | -284,370 |
| Operating profi t | 18,595 | 7,822 |
| Financial income | 21,609 | 26,344 |
| Financial charges | -5,833 | -11,177 |
| Profi t on ordinary activities before taxes | 34,371 | 22,989 |
| Extraordinary income | 1,139 | 5,288 |
| Extraordinary charges | -36 | -8,532 |
| Profi t for the period before taxes | 35,474 | 19,745 |
| Transfer from deferred taxation | 18 | 23 |
| Income taxes | -5,076 | -396 |
| Profi t for the period | 30,416 | 19,372 |
| Transfer from untaxed reserves | 31 | 39 |
| Profi t for the period available for appropriation | 30,447 | 19,411 |
| APPROPRIATION ACCOUNT | 2010 | 2009 |
|---|---|---|
| Profi t to be appropriated | 30,450 | 19,414 |
| Profit for the period available for appropriation | 30,447 | 19,411 |
| Profit brought forward | 3 | 3 |
| Transfers to capital and reserves | -24,133 | -19,411 |
| To legal reserve | 1,523 | 971 |
| To other reserves | 22,610 | 18,440 |
| Result to be carried forward | -3 | -3 |
| Profit to be carried forward | 3 | 3 |
| Distribution of profi t | -6,314 | 0 |
| Dividends | 6,314 | 0 |
| ASSETS | 2010 | 2009 |
|---|---|---|
| Fixed assets | 467,118 | 466,376 |
| Formation expenses | 358 | 676 |
| Intangible assets | 7,226 | 8,193 |
| Tangible assets | 15,801 | 17,107 |
| Financial assets | 443,733 | 440,400 |
| Current assets | 140,685 | 154,044 |
| Amounts receivable after more than one year | 275 | 550 |
| Stocks and contracts in progress | 1,089 | 952 |
| Amounts receivable within one year | 107,840 | 97,544 |
| Investments | 13,951 | 20,058 |
| Cash at bank and in hand | 15,202 | 32,892 |
| Deferred charges and accrued income | 2,328 | 2,048 |
| Total assets | 607,803 | 620,420 |
| LIABILITIES | 2010 | 2009 |
| Capital and reserves | 315,553 | 291,455 |
| Capital | 203,040 | 203,040 |
| Share premium account | 304 | 304 |
| Legal reserve | 14,789 | 13,266 |
| Reserves not available for distribution | 12,951 | 7,821 |
| Untaxed reserves | 1,491 | 1,522 |
| Reserves available for distribution | 82,974 | 65,494 |
| Profit carried forward | 3 | 3 |
| Investment grants | 1 | 5 |
| Provisions and deferred taxation | 2,120 | 1,514 |
| Creditors | 290,130 | 327,451 |
| Amounts payable after more than one year | 149,286 | 180,458 |
| Amounts payable within one year | 138,474 | 143,861 |
| Accrued charges and deferred income | 2,370 | 3,132 |
| Total liabilities | 607,803 | 620,420 |
JAARVERSLAG 2010 ANNUAL REPORT 2010
The annual accounts, which will be presented to the general meeting of shareholders of 17 May 2011, were approved by the board of directors of 18 March 2011.
APPROPRIATION OF THE RESULT
The profit for the financial year 2010 available for appropriation was € 30,446,976.81 compared to € 19,410,930.26 for the financial year 2009. The profit carried forward from the previous financial year is € 3,251.81. The profit available for distribution is consequently € 30,450,228.62.
The board of directors proposes to the general meeting of shareholders to distribute a gross dividend of € 0.50 per share. This means a net dividend of € 0.375 per share (after 25% of
withholding tax). The net dividend for shares with VVPR strip will be € 0.425.
If this proposal for appropriation of the profit is accepted, dividends will become payable from 1 June 2011 (= payment date) onwards, upon presentation of coupon no. 11. ING is appointed as paying agent.
JAARVERSLAG 2010
MAGAZINES BELGIUM
MAGAZINES
MAGAZINES
NEWSPAPERS
ANNUAL REPORT 2010
Krant van West-Vlaanderen: 391,037 CIM readers, distribution 77,160 copies
Knack: 596,345 CIM readers, distribution 116,964 copies
Le Vif/L'Express: 389,793 CIM readers, distribution 73,362 copies
Knack Weekend: 457,265 CIM readers, distribution 116,964 copies
Le Vif Weekend: 247,811 CIM readers, distribution 73,362 copies
Knack Focus: 379,004 CIM readers, distribution 116,964 copies
Focus Vif: 170,265 CIM readers, distribution 73,362 copies
BELGIUM BUSINESS NEWS MAGAZINES
Trends: 205,012 CIM readers, distribution 39,169 copies
Trends MoneyTalk: distribution 47,108 copies
Sport/Voetbalmagazine: 561,755 CIM readers, distribution 53,632 copies
Plus Belgium: 337,564 CIM readers, distribution 119,233 copies
Plus The Netherlands: 1,400,000 readers, distribution 345,000 copies
Plus Germany: distribution 287,000 copies
Royals: 116,837 CIM readers, distribution 27,275 copies
Télépro: 460,000 CIM readers, distribution 127,706 copies
Nest: 500,881 CIM readers, distribution 139,128 copies
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Gentleman: distribution 24,672 copies
Grande: 147,015 CIM readers, distribution 16,500 copies
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De Streekkrant/De Weekkrant: 2,842,637 CIM readers, distribution 2,200,441 copies
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Steps City Magazine: 957,653 CIM readers, distribution 650,491 copies
L'Express: 2,052,000 readers, distribution 442,050 copies
L'Express Styles: 898,000 readers, distribution 442,050 copies
Point de Vue: distribution 255,413 copies
L'Expansion: 713,000 readers, distribution 146,536 copies
L'Entreprise: 653,000 readers, distribution 79,306 copies
Mieux Vivre Votre Argent: 867,000 readers, distribution 230,624 copies
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Côté Ouest: 1,056,000 readers, distribution 84,601 copies
Maison Magazine: 1,367,000 readers, distribution 133,385 copies
Maison Française: 599,000 readers, distribution 115,225 copies
Idéat: distribution 78,434 copies
Studio Ciné Live: 877,000 readers, distribution 103,612 copies
Lire: distribution 68,776 copies
Classica: distribution 29,370 copies
RNews: 2,350,000 unique visitors per month (15,000,000 page views)
News Pack (knack.be - levif.be) 900,000 unique visitors per month (5,000,000 page views)
Business Pack (Trends D/F): 1,000,000 unique visitors per month (5,000,000 page views)
Lifestyle Pack: 570,000 unique visitors per month (2,400,000 page views)
Vlan.be: 1,000,000 unique visitors per month
Datanews.be 115,000 unique visitors per month (520,000 page views)
Plusmagazine.be 200,000 unique visitors per month (1,250,000 page views)
6,542,000 unique visitors per month 841,000 unique visitors per month
1,144,000 unique visitors per month
fotostudio DSP Christine Soler Daniel Gerst Studio Dann Jean Van Cleemput
JAARVERSLAG 2010 ANNUAL REPORT 2010
NEWSPAPERS
General Meeting 2010 17 May 2011 Interim declaration first quarter 2011 16 May 2011 Half year 2011 results 18 August 2011 Interim declaration third quarter 2011 18 November 2011 Full year 2011 results 19 March 2012
General Meeting 2011 15 May 2012
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 [email protected] [email protected] Website www.roularta.be
NV Roularta Media Group, Meiboomlaan 33, 8800 Roeselare, VAT BE 0434.278.896, RPR Kortrijk
RMG HEAD OFFICE Meiboomlaan 33, 8800 Roeselare
BRUSSELS MEDIA CENTRE (editorial office) Raketstraat 50, 1130 Brussels
Z.1. Researchpark 120, 1731 Zellik
VLAAMSE MEDIA MAATSCHAPPIJ Medialaan 1, 1800 Vilvoorde
Responsible Publisher: Jan Staelens, Meiboomlaan 33, 8800 Roeselare
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